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HomeMy WebLinkAbout87-13 RESOLUTIONRESOLUTION NO.87-13 A RESOLUTION AUTHORIZING A CONTRACT WITH BALDWIN & SHELL CONSTRUCTION COMPANY IN THE AMOUNT OF $40,000.00 FOR CONSTRUCTION MANAGEMENT SERVICES, APPROVING A $10,000.00 CONTINGENCY, AND APPROVING A CONTRACTOR'S FEE OF FIVE AND ONE-HALF PERCENT (5.5%) FOR CONSTRUCTION PHASED SERVICES ALL RELATED TO CONSTRUCTION OF THE DICKSON STREET ENTERTAINMENT DISTRICT PARKING FACILITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby authorizes a contract with Baldwin & Shell Construction Company in the amount of $40,000.00 for construction management services, approves a $10,000.00 contingency, and approves a contractor's fee of five and one-half percent (5.5%) for construction phased services, all related to construction of the Dickson Street Entertainment District parking facility. PASSED and APPROVED this 16th day of April, 2013. APPROVED: ATTEST: By: 4 &,� f J,—W, , SONDRA E. SMITH, City Clerk/Treasurer �•. ° °G\T Y OF � U • •° I FAYETTEVILLE %�- i�� •9 y� -ANs P�ON City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements 4/16/2013 City Council Meeting Date Agenda Items Only David Jurgens Parking Utilities Submitted By Division Department $ 5010AA r49rggg $ 6,220,000 Entertainment District Parking Deck Cost of this request Category / Project Budget Program Category / Project Name 4S4o . gSba• 5'804, o 0 $ 675,000 Entertainment District Parking Deck Account Number Funds Used to Date Program / Project Category Name 11028.V2&t I $ 5,545,000 Off -Street Parking Project Number Remaining Balance Fund Name Budgeted Item I x I Budget Adjustment Attached A :0,1-z-13 Date Finance and Internal Services Director Date &, A, -3 Date- Comments: 258-12 Previous Ordinance or Resolution # 42-12 12/4/2012 Original Contract Date: 2/21/2012 Original Contract Number: 2230 Received in City 0=-2)- 1 3 P 0 4 � } "dC -- Clerk's Office 1 Received in Mayor's Office Revised January 15, 2009 To: Thru: From: Date: ayleev! e RKANSAS� Fayetteville City Council Mayor Lioneld Jordan Don Marr, Chief of Staff David Jurgens, Utilities Director March 29, 2013 Subject: Baldwin & Shell Parking Facilit, CITY COUNCIL AGENDA MEMO MEETING DATE OF APRIL 16, 2013 THE CITY OF FAYETTEVILLE, ARKANSAS lanagement Contract for $40,000 RECOMMENDATION City Staff recommends approving a contract with Baldwin & Shell Construction Company, for $40,000, for construction management services for the Entertainment District parking facility with liner buildings, approving a $10,000 contingency, and approving a contractor's fee of 5.5% for construction phased services. The actual dollar cost of this fee will be determined when the specific construction cost is determined. BACKGROUND The City of Fayetteville is constructing a parking deck in the entertainment district, specifically on the northwest corner of School Avenue and Spring Street, adjacent to and southeast of the Walton Arts Center (WAC) facility. The objective is to relieve current parking shortfalls and allow for meeting increased parking demand in the area. The deck is expected to contain roughly 246 spaces. The Engineering and Architecture team led by Garver engineers is currently executing the parking deck design, in coordination with the City's team and collaboration with the Walton Arts Center and Boora Architects. The project includes removal and replacement of the existing WAC administration building. DISCUSSION A request for qualifications for professional construction management services was published in February, 2013; ten statements of qualification (SOQ) were received. The selection committee, which included Alderman Gray and a representative from the Walton Arts Center, reviewed the SOQs and interviewed four firms, ultimately selecting Baldwin & Shell. Services under this selection will cover both preconstruction and construction phases of work for the Entertainment District parking deck This specific contract is for preconstruction phase services, with the objective of providing the design team with detailed contractor perspective input, specifically relating to constructability and construction cost estimating. The Construction Manager's fee of 5.5% of the construction cost is set in this initial contract, although the actual dollar cost cannot be identified until bids are received. The $40,000 counts towards and is part of the 5.5%. Upon completion of the design, the next phase of work — construction with a Guaranteed Maximum Price — will be determined based on the publicly opened bids received from subcontractors. An amendment to this contract is intended to be awarded to actually perform the construction. BUDGET IMPACT Funding is available within the project 11028, sourced from a combination of revenue bonds and parking funds. It is possible there will be a cost share from the Walton Arts Center. Baldwin Shell Park Deck CCMemo Marl RKANSAS e Departmental Correspondence ZIL Andftak Kit Williams City Attorney Jason B. Kelley Assistant City Attorney MEMORANDUM TO: MAYOR AND CITY COUNCIL CC: KIT WILLIAMS, CITY ATTORNEY FROM: JASON KELLEY, ASST. CITY ATTORNEY DATE: APRIL 2, 2013 RE: BALDWIN & SHELL CONSTRUCTION CO. CONTRACT I want to advise you that this contract is not our typically recommended form. This agreement requires the City to pay certain costs incurred by Baldwin & Shell as part of the City's obligation to pay. This agreement includes legal expenses and attorney's fees incurred by Baldwin & Shell in disputes related to the work of the contract as costs the City agrees to reimburse. It should be clearly noted, however, that because this contract has a "cap," the City is not exposed to any large extent, nor are we obligated to pay any more than the "capped" amount, no matter how much Baldwin & Shell may incur in legal or attorney's fees in any third -party disputes. A RESOLUTION AUTHORIZING A CONTRACT WITH BALDWIN & SHELL CONSTRUCTION COMPANY IN THE AMOUNT OF $40,000.00 FOR CONSTRUCTION MANAGEMENT SERVICES, APPROVING A $10,000.00 CONTINGENCY, AND APPROVING A CONTRACTOR'S FEE OF FIVE AND ONE-HALF PERCENT (5.5%) FOR CONSTRUCTION PHASED SERVICES ALL RELATED TO CONSTRUCTION OF THE DICKSON STREET ENTERTAINMENT DISTRICT PARKING FACILITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby authorizes a contract with Baldwin & Shell Construction Company in the amount of $40,000.00 for construction management services, approves a $10,000.00 contingency, and approves a contractor's fee of five and one-half percent (5.5%) for construction phased services, all related to construction of the Dickson Street Entertainment District parking facility. ... In PASSED and APPROVED this 16"' day of April, 2013. ATTEST: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer SAIA TM Document A133 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 Price ADDITIONS AND DELETIONS: AGREEMENT made as of the 16th day of April in the year 2013 The author of this document has (In words, indicate day, month and year.) added information needed for itscompletion. The author may also BETWEEN the City of Fayetteville: have revised the text of the original (Name, legal status and address) AIA standard form. An Additions and Deletions Report that notes added City of Fayetteville information as well as revisions to the 113 W. Mountain standard form text is available from Fayetteville, Arkansas 72701 the author and should be reviewed. A vertical line in the left margin of this 113 W. Mountain document indicates where the author Fayetteville, Arkansas 72701 has added necessary information herein after referred to as the City of Fayetteville and where the author has added to or deleted from the original AIA text. and the Baldwin &Shell Construction Company: (Name, legal status and address) This document has important legal consequences. Consultation with an Baldwin &Shell Construction Company attorney is encouraged with respect 593 Horsebarn Road, Ste 100 to its completion or modification. Rogers, Arkansas 72758 AIA Document A201 Tm-2007, General Conditions of the Contract for the following Project: for Construction, is adopted in this (Name and address or location) document by reference. Do not use with other general conditions unless City of Fayetteville Entertainment District Parking Deck in the vicinity of South School this document is modified. Avenue & Spring Street, Fayetteville, Arkansas consisting of the Parking Deck, with Liner Buildings for the City of Fayetteville & Walton Arts Center The Engineer: (Name, legal status and address) Garver, LLC. 2049 E. Joyce Blyd., Ste 400 Fayetteville, AR 72703 The City of Fayetteville's Designated Representative: (Name, address and other information) David Jurgens, P.E. Utilities Director 113 W. Mountain Fayetteville, AR 72701 479-575-8330 479-575-8257 fx AIA Document A133T — 2009 (formerly A121 TM CMc — 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® 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 AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) The Baldwin & Shell Construction Company's Designated Representative: (Name, address and other information) Mike Castagna Project Manager 593 Horsebarn Road, Ste. 100 Rogers, AR 72758 479-845-1111 479-845-1115 fx 479-644-9006 mob The Engineer's Designated Representative: (Name, address and other information) Ron Petrie, P.E. Senior Project Manager 2049 E. Joyce Blvd., Ste 400 Fayetteville, AR 72703 479-287-4630 479-527-9101 fx The City of Fayetteville and Baldwin & Shell Construction Company agree as follows. AIA Document A133T — 2009 (formerly A121 T CMc — 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® 2 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 BALDWIN & SHELL CONSTRUCTION COMPANY'S RESPONSIBILITIES 3 CITY OF FAYETTEVILLE'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 COST OF THE WORK FOR CONSTRUCTION PHASE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND BONDS 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 or repeated herein. Upon the City of Fayetteville's acceptance of the Baldwin & Shell Construction Company'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 Engineer and furnished by the City of Fayetteville 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 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 Baldwin & Shell Construction Company accepts the relationship of trust and confidence established by this Agreement and covenants with the City of Fayetteville to cooperate with the Engineer and exercise the Baldwin & Shell Construction Company's skill and judgment in furthering the interests of the City of Fayetteville; 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 City of Fayetteville's interests. The City of Fayetteville agrees to furnish or approve, in a timely manner, information required by the Baldwin & Shell Construction Company and to make payments to the Baldwin & Shell Construction Company in accordance with the requirements of the Contract Documents. Baldwin & Shell will exercise reasonable skill, care, and diligence in the performance of the Baldwin & Shell's services and will carry out its responsibilities in accordance with customarily accepted professional construction management practices. The City of Fayetteville will promptly report to Baldwin & Shell any defects or suspected defects in Baldwin & Shell's services of which the City of Fayetteville becomes aware, so that Baldwin & Shell can take measures to minimize the consequences of such a defect. The City of Fayetteville retains all remedies to recover for its damages caused by any negligence of Baldwin & Shell. AIA Document A133T — 2009 (formerly A121 T CMc — 2003). Copyright O 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® 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 11:25:40 on 04/02/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (794915699) § 1.3 General Conditions For the Preconstruction Phase, AIA Document A201TM-2007, General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2007, which document is incorporated herein by reference. The term "Owner" as used in the A201-2007 shall mean The City of Fayetteville. The terms "Construction Manager" or "Contractor" as used in the A201-2007 shall mean Baldwin & Shell Construction Company. The term "Architect" as used in A201-2007 shall mean the Engineer. (Paragraphs deleted) ARTICLE 2 BALDWIN & SHELL CONSTRUCTION COMPANY'S RESPONSIBILITIES The Baldwin & Shell Construction Company's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Baldwin & Shell Construction Company's Construction Phase responsibilities are set forth in Section 2.3. The City of Fayetteville and Baldwin & Shell Construction Company may agree, in consultation with the Engineer for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Baldwin & Shell Construction Company shall identify a representative authorized to act on behalf of the Baldwin & Shell Construction Company with respect to the Project. § 2.1 Preconstruction Phase § 2.1.1 The Baldwin & Shell Construction Company shall provide a preliminary evaluation of the City of Fayetteville's project, schedule and construction budget requirements, each in terms of the other. § 2.1.2 Consultation The Baldwin & Shell Construction Company shall schedule and conduct meetings with the Engineer and City of Fayetteville to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Baldwin & Shell Construction Company shall advise the City of Fayetteville and the Engineer on proposed site use and improvements, selection of materials, and building systems and equipment. The Baldwin & Shell Construction Company shall also provide recommendations consistent with the Project requirements to the City of Fayetteville and Engineer on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. § 2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified, the Baldwin & Shell Construction Company shall prepare and periodically update a Project schedule for the Engineer's review and the City of Fayetteville's acceptance. The Baldwin & Shell Construction Company shall obtain the Engineer's approval for the portion of the Project schedule relating to the performance of the Engineer's services. The Project schedule shall coordinate and integrate the Baldwin & Shell Construction Company's services, the Engineer's services, other City of Fayetteville consultants' services, and the City of Fayetteville'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 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 City of Fayetteville. § 2.1.4 Phased Construction The Baldwin & Shell Construction Company shall provide recommendations with regard to accelerated or fast -track scheduling, procurement, or phased construction. The Baldwin & Shell Construction Company shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues. § 2.1.5 Preliminary Cost Estimates § 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Engineer the Baldwin & Shell Construction Company 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 Engineer's review and City of Fayetteville's approval. If the Engineer or Baldwin & Shell Construction Company suggests alternative materials and systems, the Baldwin & Shell Construction Company shall provide cost evaluations of those alternative materials and systems. AIA Document A133T — 2009 (formerly A121 T CMc — 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® 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. t This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) § 2.1.5.2 As the Engineer progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Baldwin & Shell Construction Company shall prepare and update, at appropriate intervals agreed to by the City of Fayetteville, Baldwin & Shell Construction Company and Engineer 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 City of Fayetteville and Baldwin & Shell Construction Company agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Engineer's review and the City of Fayetteville's approval. The Baldwin & Shell Construction Company shall inform the City of Fayetteville and Engineer when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. § 2.1.6 Baldwin & Shell Construction Company and Suppliers The Baldwin & Shell Construction Company shall develop bidders' interest in the Project. § 2.1.7 The Baldwin & Shell Construction Company shall prepare, for the Engineer's review and the City of Fayetteville's acceptance, a procurement schedule for items that must be ordered well in advance of construction. The Baldwin & Shell Construction Company shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the City of Fayetteville agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the City of Fayetteville shall procure the items on terms and conditions acceptable to the Baldwin & Shell Construction Company. Upon the establishment of the Guaranteed Maximum Price, the City of Fayetteville shall assign all contracts for these items to the Baldwin & Shell Construction Company and the Baldwin & Shell Construction Company shall thereafter accept responsibility for them. § 2.1.8 Extent of Responsibility The Baldwin & Shell Construction Company shall exercise reasonable care in preparing schedules and estimates. The Baldwin & Shell Construction Company, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Baldwin & Shell Construction Company is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Baldwin & Shell Construction Company shall promptly report to the Engineer and City of Fayetteville any nonconformity discovered by or made known to the Baldwin & Shell Construction Company as a request for information in such form as the Engineer may require. § 2.1.9 Notices and Compliance with Laws The Baldwin & Shell Construction Company 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 the Contract Documents. § 2.2 Guaranteed Maximum Price Proposal and Contract Time § 2.2.1 At a time to be mutually agreed upon by the City of Fayetteville and the Baldwin & Shell Construction Company and in consultation with the Engineer, the Baldwin & Shell Construction Company shall prepare a Guaranteed Maximum Price proposal for the City of Fayetteville's review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Baldwin & Shell Construction Company's estimate of the Cost of the Work, including contingencies described in Section 2.2.4, and the Baldwin & Shell Construction Company's Fee. § 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Engineer, the Baldwin & Shell Construction Company shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents 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, all of which, if required, shall be incorporated by Change Order. § 2.2.3 The Baldwin & Shell Construction Company shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; 2 A list of the clarifications and assumptions made by the Baldwin & Shell Construction Company in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the City of Fayetteville and contained in the Drawings and Specifications; AIA Document A133T — 2009 (formerly A121 T CMc — 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® 6Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) .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 Baldwin & Shell Construction Company'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 City of Fayetteville must accept the Guaranteed Maximum Price. § 2.2.4 In preparing the Baldwin & Shell Construction Company's Guaranteed Maximum Price proposal, the Baldwin & Shell Construction Company shall include its contingency for the Baldwin & Shell Construction Company'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 Baldwin & Shell Construction Company shall meet with the City of Fayetteville and Engineer to review the Guaranteed Maximum Price proposal. In the event that the City of Fayetteville and Engineer discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Baldwin & Shell Construction Company, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 2.2.6 If the City of Fayetteville notifies the Baldwin & Shell Construction Company that the City of Fayetteville 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 Baldwin & Shell Construction Company. Following acceptance of a Guaranteed Maximum Price, the City of Fayetteville and Baldwin & Shell Construction Company shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the City of Fayetteville shall provide to the Engineer. 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 Baldwin & Shell Construction Company shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase, unless the City of Fayetteville provides prior written authorization for such costs. § 2.2.8 The City of Fayetteville shall authorize the Engineer to provide the revisions to the Drawings and Specifications to incorporate the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The City of Fayetteville shall promptly furnish those revised Drawings and Specifications to the Baldwin & Shell Construction Company as they are revised. The Baldwin & Shell Construction Company shall notify the City of Fayetteville and Engineer of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. § 2.2.9 The Baldwin & Shell Construction Company shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Baldwin & Shell Construction Company that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. § 2.3 Construction Phase § 2.3.1 General § 2.3.1.1 For purposes of Section 8.1.2 of A201-2007, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. § 2.3.1.2 The Construction Phase shall commence upon the City of Fayetteville's acceptance of the Baldwin & Shell Construction Company's Guaranteed Maximum Price proposal or the City of Fayetteville's issuance of a Notice to Proceed, whichever occurs earlier. § 2.3.2 Administration § 2.3.2.1 Those portions of the Work that the Baldwin & Shell Construction Company does not customarily perform with the Baldwin & Shell Construction Company's own personnel shall be performed under subcontracts or by other appropriate agreements with the Baldwin & Shell Construction Company. The City of Fayetteville may designate specific persons from whom, or entities from which, the Baldwin & Shell Construction Company shall obtain bids. The Baldwin & Shell Construction Company shall obtain bids from Subcontractors and from suppliers of materials or AIA Document A133TM — 2009 (formerly A121 T CMc — 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. [nit WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 6 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867-1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) equipment fabricated especially for the Work and shall deliver such bids to the Engineer. The City of Fayetteville shall then determine, with the advice of the Baldwin & Shell Construction Company and the Engineer, which bids will be accepted. The Baldwin & Shell Construction Company shall not be required to contract with anyone to whom the Baldwin & Shell Construction Company has reasonable objection. § 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to the City of Fayetteville by the Baldwin & Shell Construction Company, (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 City of Fayetteville requires that another bid be accepted, then the Baldwin & Shell Construction Company 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 City of Fayetteville by the Baldwin & Shell Construction Company and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the City of Fayetteville. § 2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the City of Fayetteville. If the Subcontract is awarded on a cost-plus a fee basis, the Baldwin & Shell Construction Company shall provide in the Subcontract for the City of Fayetteville to receive the same audit rights with regard to the Subcontractor as the City of Fayetteville receives with regard to the Baldwin & Shell Construction Company in Section 6.11 below. § 2.3.2.4 If the Baldwin & Shell Construction Company recommends a specific bidder that may be considered a "related party" according to Section 6.10, then the Baldwin & Shell Construction Company shall promptly notify the City of Fayetteville in writing of such relationship and notify the City of Fayetteville of the specific nature of the contemplated transaction, according to Section 6.10.2. § 2.3.2.5 The Baldwin & Shell Construction Company shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Baldwin & Shell Construction Company shall prepare and promptly distribute minutes to the City of Fayetteville and Engineer. § 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Baldwin & Shell Construction Company shall prepare and submit to the City of Fayetteville and Engineer a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2007. § 2.3.2.7 The Baldwin & Shell Construction Company shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the City of Fayetteville, the Baldwin & Shell Construction Company shall submit written progress reports to the City of Fayetteville and Engineer, showing percentages of completion and other information required by the City of Fayetteville. The Baldwin & Shell Construction Company shall also keep, and make available to the City of Fayetteville and Engineer., a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the City of Fayetteville. § 2.3.2.8 The Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company shall identify variances between actual and estimated costs and report the variances to the City of Fayetteville and Engineer. and shall provide this information in its monthly reports to the City of Fayetteville and Engineer, 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 3 CITY OF FAYETTEVILLE'S RESPONSIBILITIES § 3.1 Information and Services Required of the City of Fayetteville § 3.1.1 The City of Fayetteville shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the City of Fayetteville's objectives, AIA Document A133T — 2009 (formerly A121 TMCMc — 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® 7 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems sustainability and site requirements. § 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Baldwin & Shell Construction Company may request in writing that the City of Fayetteville provide reasonable evidence that the City of Fayetteville has made financial arrangements to fulfill the City of Fayetteville's obligations under the Contract. Thereafter, the Baldwin & Shell Construction Company may only request such evidence if (1) the City of Fayetteville fails to make payments to the Baldwin & Shell Construction Company as the Contract Documents require, (2) a change in the Work materially changes the Contract Sum, or (3) the Baldwin & Shell Construction Company identifies in writing a reasonable concern regarding the City of Fayetteville's ability to make payment when due. The City of Fayetteville 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 City of Fayetteville furnishes the evidence, the City of Fayetteville shall not materially vary such financial arrangements without prior notice to the Baldwin & Shell Construction Company and Engineer. § 3.1.3 The City of Fayetteville shall establish and periodically update the City of Fayetteville's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the City of Fayetteville's other costs, and (3) reasonable contingencies related to all of these costs. If the City of Fayetteville significantly increases or decreases the City of Fayetteville's budget for the Cost of the Work, the City of Fayetteville shall notify the Baldwin & Shell Construction Company and Engineer. The City of Fayetteville and the Engineer in consultation with the Baldwin & Shell Construction Company, 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 City of Fayetteville shall furnish the following information or services with reasonable promptness. The City of Fayetteville shall also furnish any other information or services under the City of Fayetteville's control and relevant to the Baldwin & Shell Construction Company's performance of the Work with reasonable promptness after receiving the Baldwin & Shell Construction Company's written request for such information or services. The Baldwin & Shell Construction Company shall be entitled to rely on the accuracy of information and services furnished by the City of Fayetteville but shall exercise proper precautions relating to the safe performance of the Work. § 3.1.4.1 The City of Fayetteville 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 City of Fayetteville shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 3.1.4.3 The City of Fayetteville, when such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 3.1.4.4 During the Construction Phase, the City of Fayetteville shall furnish information or services required of the City of Fayetteville by the Contract Documents with reasonable promptness. The City of Fayetteville shall also furnish any other information or services under the City of Fayetteville's control and relevant to the Baldwin & Shell Construction Company's performance of the Work with reasonable promptness after receiving the Baldwin & Shell Construction Company's written request for such information or services. AIA Document A133TM — 2009 (formerly A121 T CMc — 2003). Copyright ©1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. [nit WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 8 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/1012013, and is not for resale. User Notes: (1634944628) § 3.2 City of Fayetteville's Designated Representative The City of Fayetteville shall identify a representative authorized to act on behalf of the City of Fayetteville with respect to the Project. The City of Fayetteville's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Baldwin & Shell Construction Company. Except as otherwise provided in Section 4.2.1 of A201-2007, the Engineer does not have such authority. The term "Owner" as used in the A201-2007 means the City of Fayetteville or the City of Fayetteville's authorized representative. § 3.2.1 Legal Requirements. The City of Fayetteville shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the City of Fayetteville's needs and interests. § 3.3 Engineer The City of Fayetteville shall retain an Engineer to provide services, duties and responsibilities as described in AIA Document B103TM-2007, Standard Form of Agreement Between City of Fayetteville and Engineer including any additional services requested by the Baldwin & Shell Construction Company that are necessary for the Preconstruction and Construction Phase services under this Agreement. The City of Fayetteville shall provide the Baldwin & Shell Construction Company a copy of the executed agreement between the City of Fayetteville and the Engineer and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Baldwin & Shell Construction Company's Preconstruction Phase services, the City of Fayetteville shall compensate the Baldwin & Shell Construction Company as follows: § 4.1.2 For the Baldwin & Shell Construction Company's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) A lump sum amount of $40,000 § 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within six ( 6 ) months of the date of this Agreement, through no fault of the Baldwin & Shell Construction Company, the Baldwin & Shell Construction Company'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 Baldwin & Shell Construction Company's personnel providing Preconstruction Phase services on the Project and the Baldwin & Shell Construction Company'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 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. § 4.2.2 Payments are due and payable upon presentation of the Baldwin & Shell Construction Company's invoice. Amounts unpaid twenty-five ( 25 ) 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 Baldwin & Shell Construction Company. (Insert rate of monthly or annual interest agreed upon.) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 For the Baldwin & Shell Construction Company's performance of the Work as described in Section 2.3, the City of Fayetteville shall pay the Baldwin & Shell Construction Company the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Baldwin & Shell Construction Company's Fee. § 5.1.1 The Baldwin & Shell Construction Company's Fee: AIA Document A133� — 2009 (formerly A121 T CMc — 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® 9 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) (State a lump sum, percentage of Cost of the Work or other provision for determining the Baldwin & Shell Construction Company's Fee) The Construction Phase Services fee shall be calculated at the time the Guarantee Maximum Price is established by taking the total estimated cost of the work for the entire project, including costs incurred during the pre -construction phase of the project as defined in Sections 2.1.1 through 2.1.9 and further defined in Sections 6.1.1 through 6.7.4 and then applying a five and one half percent (5 %) to the total estimated cost. The fee will then be converted to a lump sum amount less the Precontruction Phase fee of $40,000 defined in 4.1.2. The lump sum fee will not be reduced based on savings in cost or reduction of scope by change order. § 5.1.2 The method of adjustment of the Baldwin & Shell Construction Company's Fee for changes in the Work: All additive change order work shall carry a five and one half percent (5-1/2%) fee § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: As defined the the Project Manual Supplementary Conditions § 5.1.4 Rental rates for Baldwin & Shell Construction Company -owned equipment shall not exceed eight -five percent ( 85 %) of the standard rate paid at the place of the Project. § 5.1.5 Unit prices, if any: (Identify and state the unit price; state the quantity limitations, if any, 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 Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the City of Fayetteville. (Insert speck provisions if the Baldwin & Shell Construction Company is to participate in any savings.) All savings shall accrue one hundred percent (1001/o) to the City of Fayetteville § 5.2.2 The Guaranteed Maximum Price 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 The City of Fayetteville may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The City of Fayetteville shall issue such changes in writing. The Engineer may make minor changes in the Work as provided in Section 7.4 of AIA Document A201-2007, General Conditions of the Contract for Construction. The Baldwin & Shell Construction Company shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201-2007, General Conditions of the Contract for Construction. § 5.3.3 In calculating adjustments to subcontracts (except those awarded with the City of Fayetteville'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 A133T — 2009 (formerly A121 T CMc — 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® 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. t This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867-1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) AIA Document A201-2007 and shall not 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 City of Fayetteville's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above -referenced provisions of AIA Document A201-2007 shall mean the Cost ofthe Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean the Baldwin & Shell Construction Company's Fee as defined in Section 5.1 of this Agreement. § 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Baldwin & Shell Construction Company'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 City of Fayetteville or Baldwin & Shell Construction Company, the Baldwin & Shell Construction Company'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 Baldwin & Shell Construction Company 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 City of Fayetteville. 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 City of Fayetteville's prior approval, the Baldwin & Shell Construction Company 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 construction workers directly employed by the Baldwin & Shell Construction Company to perform the construction of the Work at the site or, with the City of Fayetteville's prior approval, at off -site workshops. § 6.2.2 Wages or salaries of the Baldwin & Shell Construction Company's supervisory and administrative personnel when stationed at the site with the City of Fayetteville's prior approval. (If it is intended that the wages or salaries of certain personnel stationed at the Baldwin & Shell Construction Company's principal or other offices shall be included in the Cost of the Work, identify in Section 11. S, the personnel to be included whether for all or only part of their time, and the rates at which their time will be charged to the Work.) § 6.2.3 Wages and salaries of the Baldwin & Shell Construction Company's supervisory or administrative personnel engaged at factories, workshops, jobsite 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 Baldwin & Shell Construction Company 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, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Baldwin & Shell Construction Company or paid to any Baldwin & Shell Construction Company or vendor, with the City of Fayetteville's prior approval. § 6.3 Subcontract Costs Payments made by the Baldwin & Shell Construction Company to Subcontractors in accordance with the requirements of the subcontracts. AIA Document A133T — 2009 (formerly A121 T CMc — 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® 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. t This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) § 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 preceding 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 City of Fayetteville's property at the completion of the Work or, at the City of Fayetteville's option, shall be sold by the Baldwin & Shell Construction Company. Any amounts realized from such sales shall be credited to the City of Fayetteville 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, 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 Baldwin & Shell Construction Company at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Baldwin & Shell Construction Company -owned item may not exceed the purchase price of any comparable item. Rates of Baldwin & Shell Construction Company -owned equipment and quantities of equipment shall be subject to the City of Fayetteville's prior approval. § 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 6.5.4 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. § 6.6.5 That portion of the reasonable expenses of the Baldwin & Shell Construction Company'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 City of Fayetteville'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 Contract Documents, with the City of Fayetteville's prior approval. § 6.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Baldwin & Shell Construction Company is liable. § 6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Baldwin & Shell Construction Company is required by the Contract Documents to pay. § 6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded 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. § 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Baldwin & Shell Construction Company resulting from such suits or claims and payments of settlements made with the City of Fayetteville's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the AIA Document A133T°" — 2009 (formerly A121 T CMc — 2003). Copyright O 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® 12 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) calculation of the Baldwin & Shell Construction Company's Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. § 6.6.6 Costs for electronic equipment and software, mobile phones, internet, electronic data transfer costs, office supplies, data processing, etc. directly related to the Work with the City of Fayetteville's prior approval. § 6.6.7 Deposits lost for causes other than the Baldwin & Shell Construction Company's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 6.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the City of Fayetteville and Baldwin & Shell Construction Company, reasonably incurred by the Baldwin & Shell Construction Company after the execution of this Agreement in the performance of the Work and with the City of Fayetteville's prior approval, which shall not be unreasonably withheld. § 6.6.9 Subject to the City of Fayetteville's prior approval, expenses incurred in accordance with the Baldwin & Shell Construction Company's standard written personnel policy for relocation and temporary living allowances of the Baldwin & Shell Construction Company's personnel required for the Work. § 6.7 Other Costs and Emergencies § 6.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the City of Fayetteville. § 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of AIA Document A201-2007. § 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Baldwin & Shell Construction Company, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Baldwin & Shell Construction Company and only to the extent that the cost of repair or correction is not recovered by the Baldwin & Shell Construction Company from insurance, sureties, Subcontractors, suppliers, or 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 may require the Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company's personnel stationed at the Baldwin & Shell Construction Company'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 11; .2 Expenses of the Baldwin & Shell Construction Company's principal office and offices other than the site office with the exception of costs provided by principal office to jobsite as defined in Section 6.6.6 above ; .3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; .4 The Baldwin & Shell Construction Company's capital expenses, including interest on the Baldwin & Shell Construction Company'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 Baldwin & Shell Construction Company, Baldwin & Shell Construction Company and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them 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 City of Fayetteville, that would cause the Guaranteed Maximum Price to be exceeded; and .8 Costs for services incurred during the Preconstruction Phase. AIA Document A133T — 2009 (formerly A121 T CMc — 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® 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 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) § 6.9 Discounts, Rebates and Refunds § 6.9.1 Cash discounts obtained on payments made by the Baldwin & Shell Construction Company shall accrue to the City of Fayetteville if (1) before making the payment, the Baldwin & Shell Construction Company included them in an Application for Payment and received payment from the City of Fayetteville, or (2) the City of Fayetteville has deposited funds with the Baldwin & Shell Construction Company with which to make payments; otherwise, cash discounts shall accrue to the Baldwin & Shell Construction Company. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the City of Fayetteville, and the Baldwin & Shell Construction Company shall make provisions so that they can be obtained. § 6.9.2 Amounts that accrue to the City of Fayetteville in accordance with the provisions of Section 6.9.1 shall be credited to the City of Fayetteville as a deduction from the Cost of the Work. § 6.10 Related Party Transactions § 6.10.1 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 Baldwin & Shell Construction Company; any entity in which any stockholder in, or management employee of, the Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company. The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Baldwin & Shell Construction Company and a related party, the Baldwin & Shell Construction Company shall notify the City of Fayetteville 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 City of Fayetteville, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Baldwin & Shell Construction Company shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the City of Fayetteville fails to authorize the transaction, the Baldwin & Shell Construction Company shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. § 6.11 Accounting Records The Baldwin & Shell Construction Company 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 City of Fayetteville. The City of Fayetteville and the City of Fayetteville's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Baldwin & Shell Construction Company'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 Baldwin & Shell Construction Company shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. Baldwin & Shell Construction Company shall track costs related to separate funding sources as directed by the City of Fayetteville in order to comply with requirements of state and local law and regulations, bond covenant requirement, and to track cost of components of cost shares as may occur. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7.1 Progress Payments § 7.1.1 Based upon Applications for Payment submitted to the Engineer by the Baldwin & Shell Construction Company and Certificates for Payment issued by the Engineer the City of Fayetteville shall make progress payments on account ofthe Contract Sum to the Baldwin & Shell Construction Company 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 A133T°" — 2009 (formerly A121 T CMc — 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 AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) § 7.1.3 Provided that an Application for Payment is received by the Engineer not later than the 25th day of a month, the City of Fayetteville shall make payment of the certified amount to the Baldwin & Shell Construction Company not later than the 15th day of the following month. If an Application for Payment is received by the Engineer after the application date fixed above, payment shall be made by the City of Fayetteville not later than twenty-one (21 ) days after the Engineer 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 Baldwin & Shell Construction Company shall, upon request by the City of Fayetteville or the Engineer, submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the City of Fayetteville or Engineer to demonstrate that cash disbursements already made by the Baldwin & Shell Construction Company on account of the Cost of the Work equal or exceed progress payments already received by the Baldwin & Shell Construction Company, less that portion of those payments attributable to the Baldwin & Shell Construction Company's Fee, plus payrolls for the period covered by the present Application for Payment. § 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Baldwin & Shell Construction Company in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Baldwin & Shell Construction Company's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Engineer may require. This schedule, unless objected to by the Engineer, shall be used as a basis for reviewing the Baldwin & Shell Construction Company's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Baldwin & Shell Construction Company on account of that portion of the Work for which the Baldwin & Shell Construction Company 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 shall be computed as follows: .1 Take 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 determination of cost to the City of Fayetteville of changes in the Work, amounts not in dispute shall be included as provided in Section 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 City of Fayetteville, suitably stored off the site at a location agreed upon in writing; .3 Add the Baldwin & Shell Construction Company's Fee, less retainage of five percent ( 5 %). The Baldwin & Shell Construction Company's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the Baldwin & Shell Construction Company'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 %) from that portion of the Work that the Baldwin & Shell Construction Company self -performs; .5 Subtract the aggregate of previous payments made by the City of Fayetteville; .6 Subtract the shortfall, if any, indicated by the Baldwin & Shell Construction Company in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the City of Fayetteville's auditors in such documentation; and .7 Subtract amounts, if any, for which the Engineer, has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. § 7.1.8 The City of Fayetteville and Baldwin & Shell Construction Company shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Baldwin & Shell Construction Company and (2) the AIA Document A133T — 2009 (formerly A121 T CMc — 2003). Copyright O 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® 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 by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) percentage of retainage held on Subcontracts, and the Baldwin & Shell Construction Company shall execute subcontracts in accordance with those agreements. § 7.1.9 Except with the City of Fayetteville's prior approval, the Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company's Applications for Payment, the Engineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Baldwin & Shell Construction Company and shall not be deemed to represent that the Engineer has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Engineer has made exhaustive or continuous on -site inspections; or that the Engineer has made examinations to ascertain how or for what purposes the Baldwin & Shell Construction Company has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the City of Fayetteville, will be performed by the City of Fayetteville's auditors acting in the sole interest of the City of Fayetteville. § 7.2 Final Payment § 7.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the City of Fayetteville to the Baldwin & Shell Construction Company when .1 the Baldwin & Shell Construction Company has fully performed the Contract except for the Baldwin & Shell Construction Company'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 Baldwin & Shell Construction Company 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 Engineer. The City of Fayetteville's final payment to the Baldwin & Shell Construction Company shall be made no later than 30 days after the issuance of the Engineer's final Certificate for Payment, or as follows: § 7.2.2 The City of Fayetteville's auditors will review and report in writing on the Baldwin & Shell Construction Company's final accounting within 30 days after delivery of the final accounting to the Engineer by the Baldwin & Shell Construction Company. Based upon such Cost of the Work as the City of Fayetteville's auditors report to be substantiated by the Baldwin & Shell Construction Company's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Engineer will, within seven days after receipt of the written report of the City of Fayetteville's auditors, either issue to the City of Fayetteville a final Certificate for Payment with a copy to the Baldwin & Shell Construction Company, or notify the Baldwin & Shell Construction Company and City of Fayetteville in writing of the Engineers 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 Engineer is not responsible for verifying the accuracy of the Baldwin & Shell Construction Company's final accounting. § 7.2.3 If the City of Fayetteville's auditors report the Cost of the Work as substantiated by the Baldwin & Shell Construction Company's final accounting to be less than claimed by the Baldwin & Shell Construction Company, the Baldwin & Shell Construction Company shall be entitled to request mediation ofthe disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2007. A request for mediation shall be made by the Baldwin & Shell Construction Company within 30 days after the Baldwin & Shell Construction Company's receipt of a copy of the Engineer's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the City of Fayetteville's auditors becoming binding on the Baldwin & Shell Construction Company. Pending a final resolution of the disputed amount, the City of Fayetteville shall pay the Baldwin & Shell Construction Company the amount certified in the Engineer's final Certificate for Payment. § 7.2.4 If, subsequent to final payment and at the City of Fayetteville's request, the Baldwin & Shell Construction Company incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the City of Fayetteville shall reimburse the Baldwin & Shell Construction Company such costs and the Baldwin & Shell Construction Company'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 Baldwin & Shell AIA Document A133TM — 2009 (formerly A121 T CMc — 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® 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 by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867-1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) Construction Company 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 City of Fayetteville in determining the net amount to be paid by the City of Fayetteville to the Baldwin & Shell Construction Company. ARTICLE 8 INSURANCE AND BONDS For all phases of the Project, the Baldwin & Shell Construction Company and the City of Fayetteville shall purchase and maintain insurance, and the Baldwin & Shell Construction Company shall provide bonds as set forth in Article 11 of AIA Document A201-2007. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201-2007.) Type of Insurance or Bond Limit of Liability or Bond Amount ($0.00) Performance and Payment Bonds One -hundred percent (1001/6) of the Guaranteed Maximum Price ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim between the City of Fayetteville and Baldwin & Shell Construction Company shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Baldwin & Shell Construction Company's Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. § 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the City of Fayetteville and Baldwin & Shell Construction Company do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201-2007 [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) § 9.3Initial Decision Maker The Engineer will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007 for Claims arising from or relating to the Baldwin & Shell Construction Company's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Engineer.) ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price § 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the City of Fayetteville may terminate this Agreement upon not less than seven days' written notice to the Baldwin & Shell Construction Company for the City of Fayetteville's convenience and without cause, and the Baldwin & Shell Construction Company may terminate this Agreement, upon not less than seven days' written notice to the City of Fayetteville, for the reasons set forth in Section 14.1.1 of A201-2007. AIA Document A133T — 2009 (formerly A121 T CMc — 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® 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. t This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Baldwin & Shell Construction Company shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Baldwin & Shell Construction Company's compensation under this Section exceed the compensation set forth in Section 4.1. § 10.1.3 If the City of Fayetteville 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 City of Fayetteville shall pay to the Baldwin & Shell Construction Company an amount calculated as follows, which amount shall be in addition to any compensation paid to the Baldwin & Shell Construction Company under Section 10.1.2: .1 Take the Cost of the Work incurred by the Baldwin & Shell Construction Company to the date of termination; .2 Add the Baldwin & Shell Construction Company's Fee computed upon the Cost ofthe Work to the date of termination at the rate stated in Section 5.1 or, if the Baldwin & Shell Construction Company's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and Subtract the aggregate of previous payments made by the City of Fayetteville for Construction Phase services. The City of Fayetteville shall also pay the Baldwin & Shell Construction Company fair compensation, either by purchase or rental at the election of the City of Fayetteville, for any equipment owned by the Baldwin & Shell Construction Company which the City of Fayetteville 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 City of Fayetteville elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Baldwin & Shell Construction Company shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Baldwin & Shell Construction Company, as the City of Fayetteville may require for the purpose of fully vesting in the City of Fayetteville the rights and benefits of the Baldwin & Shell Construction Company under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Baldwin & Shell Construction Company will contain provisions allowing for assignment to the City of Fayetteville as described above. If the City of Fayetteville accepts assignment of subcontracts, purchase orders or rental agreements as described above, the City of Fayetteville will reimburse or indemnify the Baldwin & Shell Construction Company for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the City of Fayetteville chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Baldwin & Shell Construction Company will terminate the subcontract, purchase order or rental agreement and the City of Fayetteville will pay the Baldwin & Shell Construction Company the costs necessarily incurred by the Baldwin & Shell Construction Company because of such termination. § 10.2 Termination 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 Article 14 of AIA Document A201-2007. § 10.2.1 If the City of Fayetteville terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Baldwin & Shell Construction Company pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the amount the Baldwin & Shell Construction Company would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2.2 If the Baldwin & Shell Construction Company terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Baldwin & Shell Construction Company under Section 14.1.3 of A201-2007 shall not exceed the amount the Baldwin & Shell Construction Company would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Baldwin & Shell Construction Company's Fee shall be calculated as if the Work had been fully completed by the Baldwin & Shell Construction Company, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. AIA Document A133T — 2009 (formerly A121 T CMc — 2003). Copyright O 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® 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. This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867-1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) § 10.3 Suspension The Work may be suspended by the City of Fayetteville 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 14.3.2 of AIA Document A201-2007, except that the term "profit" shall be understood to mean the Baldwin & Shell Construction Company'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. § 11.2 City of Fayetteville 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 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 11.4 Assignment The City of Fayetteville and Baldwin & Shell Construction Company, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the City of Fayetteville nor the Baldwin & Shell Construction Company shall assign this Agreement without the written consent of the other, except that the City of Fayetteville may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the City of Fayetteville's rights and obligations under this Agreement. Except as provided in Section 13.2.2 of A201-2007, neither party to the Contract shall assign the Contract as a whole without 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. § 11.5 Other provisions: § 11.5.1 Solid Waste Services. Solid Waste Services shall be obtained from the City of Fayetteville Solid Waste Division, at Baldwin & Shell's expense, unless such services cannot be provided by the City of Fayetteville Solid Waste Division. § 11.5.2 Computer Models. Baldwin & Shell may use or modify Baldwin & Shell's proprietary computer models in service of City of Fayetteville under this agreement, or Baldwin & Shell may develop computer models during Baldwin & Shell's service to City of Fayetteville under this agreement. Such use, modification, or development by Baldwin & Shell does not constitute a license to City of Fayetteville to use or modify Baldwin & Shell's computer models. Said proprietary computer models shall remain the sole property of Baldwin & Shell. City of Fayetteville and Baldwin & Shell will enter into a separate license agreement if City of Fayetteville wishes to use Baldwin & Shell's computer models. § 11.5.3 Baldwin & Shell. agrees that it will indemnify, defend, and hold harmless the City of Fayetteville and the Engineer from and against any and all loss where loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of Baldwin & Shell, its employees, agents, Subcontractors, and Suppliers § 11.5.4 Arkansas Freedom of Information Act. City contracts and documents, including internal documents and documents of subcontractors and sub -consultants, prepared while performing City contractual work are subject to the Arkansas Freedom of Information Act (FOIA). If a Freedom of Information Act request is presented to the City of Fayetteville, Baldwin & Shell will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 et seq.). Only legally authorized photocopying costs pursuant to the FOIA may be assessed for this compliance. § 11.5.5 Changes, modifications or amendments. Changes, modifications or amendments in scope, price or fees to this Contract shall not be allowed without formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, cost, fees, or delivery schedule. AIA Document A133T — 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 U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 19 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the City of Fayetteville and the Baldwin & Shell Construction Company and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both City of Fayetteville and Baldwin & Shell Construction Company. 12.2 The following documents comprise the Agreement: .1 AIA Document A133-2009, Standard Form of Agreement Between City of Fayetteville and Baldwin & Shell Construction Company as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document A201-2007, General Conditions of the Contract for Construction .3 AIA Document E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following: .4 AIA Document E202TM-2008, Building Information Modeling Protocol Exhibit, if completed, or the following: .5 Other documents: (List other documents, if any, forming part of the Agreement.) This Agre)ftnent is enteredipAv as of the day and year first written above. CIT OF FAYETTE (Signature) BALDWIN & SHELL CO U)ION COMPANY (Signature) Lioneld Jordan, Mayor Patrick Tenney, Vice -Pre ent (Printed jape and title) C�Ile h ATTEST: ,110111 f NN11,i Sandra Smith, City Clerk o��\�RK / TR�� FAYETTEVILLE;lj` • • 1 .,�`ysy �kA NSP• J�`�. Debbie Pangle, Administrative Assistant Debbie Pangle Notary Public -Arkansas Benton County My Comm. Exp.12-13-2014 AIA Document A133T — 2009 (formerly A121 T CMc — 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® 20 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 software at 15:41:29 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1634944628) Certification of Document's Authenticity AIA® Document D401 TM - 2003 I, Patrick Tenney, AIA, Vice President, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 15:15:38 on 04/01/2013 under Order No. 36252918671 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A133TM — 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 Price, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Title) •2.2013 (Dated) AIA Document D401' — 2003. Copyright O 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:16:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) Additions and Deletions Report for AIA® Document A133"m - 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 15:15:38 on 04/01/2013. PAGE 1 AGREEMENT made as of the April day of 16 in the year 2013 BETWEEN the 9wnef.Ci1y of Fayetteville: (Name, legal status and address) City of Fayetteville 113 W. Mountain Fayetteville, Arkansas 72701 113 W. Mountain Fayetteville, Arkansas 72701 herein after referred to as the City of Fayetteville and the Cens#uefien N4anageFBaldwin & Shell Construction Company. Baldwin & Shell Construction Company 593 Horsebarn Road, Ste 100 Rogers, Arkansas 72758 City of Fayetteville Entertainment District Parking Deck in the vicinity of South School Avenue & Spring Street, Fayetteville, Arkansas consisting of the Parking Deck, with Liner Buildings for the City of Fayetteville & Walton Arts Center The A reh:teet. ��-iT a Engineer. Garver, LLC. 2049 E. Jo cBlyd., Ste 400 Fayetteville, AR 72703 Th"i'11e Ownefis The City of Fayetteville's Designated Representative: Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T"CMc — 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 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) David Jurgens, P.E. Utilities Director 113 W. Mountain Fayetteville, AR 72701 479-575-8330 479-575-8257 fx PAGE The Baldwin & Shell Construction Company's Designated Representative: Mike Castagna Project Manager 593 Horsebarn Road, Ste. 100 Rogers, AR 72758 479-845-1111 479-845-1115 fx 479-644-9006 mob The "-tzis--En ing eer's Designated Representative: Ron Petrie, P.E. Senior Project Manager 2049 E. Joyce Blvd., Ste 400 Fayetteville, AR 72703 479-287-4630 479-527-9101 Ex The City of Fayetteville and Baldwin & Shell Construction CompanLagree as follows. PAGE 3 MANAGER'SBALDWIN & SHELL CONSTRUCTION COMPANY'S RESPONSIBILITIES OWNER'S -CITY OF FAYETTEVILLE'S RESPONSIBILITIES 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 or repeated herein. Upon the 9w tei's aeeeptai►ce ' ity of Fayetteville's acceptance of the Baldwin & Shell Construction Company'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 Mt-En ig neer and furnished by the Owner- Cb of Fayetteville 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, Additions and Deletions Report for AIA Document A133T°' — 2009 (formerly A121 TM CMc — 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 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 underthe law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. The Baldwin & Shell Construction Company accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner City of Fgyetteville to cooperate with the Ahiteci Engineer and exercise the Baldwin & Shell Construction Company's skill and judgment in furthering the interests of the Owner; City of Fayetteville; 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 ^•• er's interests. The Ov mer- agrees CitXof Favetteville's interests. The City of Fayetteville agree to furnish or approve, in a timely manner, information required by the Baldwin & Shell Construction Company and to make payments to the Genstfuetien Baldwin & Shell Construction Compan3Lin accordance with the requirements of the Contract Documents. Baldwin & Shell will exercise reasonable skill, care, and diligence in the performance of the Baldwin & Shell's services and will carry out its responsibilities in accordance with customarily accepted professional construction maneag ment practices. The Cith of Fayetteville will promptly report to Baldwin & Shell any defects or suspected defects in Baldwin & Shell's services of shich the City of Fayetteville becomes aware, so that Baldwin & Shell can take measures to minimize the consequences of such a defect. The City of Fayetteville retains all remedies to recover for its damaees caused by anv nealieence of Baldwin & Shell.. PAGE 4 For the Preconstruction Phase, AIA Document A201TM-2007, General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2007, which document is incorporated herein by reference. The term "G ... et n used i A 201 2007 ..hall n the Genstfuetien Manager-. "Owner" as used in the A201-2007 shall ,,..»»�..,. „„»„�».._._—..�—................__..._____�..._a__�_______._—_tea__. mean The City of Fayetteville. The terms "Construction Manager" or "Contractor" as used in the A201-2007 shall mean Baldwin & Shell Construction Company_ The term "Architect" as used in A201-2007 shall mean the Engineer. ADTIP 9 CONSTRUCTION IIIIAIJA/'CD�C DCCDA6ICIQII ITICC rc----- z MANAGER'S Tccv»NRIBIL 1ES The Genstfuetien e the >in whieh ease, beth phases will pr-eeeed eeneuFfently. The Censtruetien Manager- shall ARTICLE 2 BALDWIN & SHELL CONSTRUCTION COMPANY'S RESPONSIBILITIES The Baldwin & Shell Construction Company's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Baldwin & Shell Construction Company's Construction Phase responsibilities are set forth in Section 2.3. The City of Fayetteville and Baldwin & Shell Construction Company may agree, in consultation with the Engineer for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Baldwin & Shell Construction Company shall identify a representative authorized to act on behalf of the Baldwin & Shell Construction Company with respect to the Project. § 2.1.1 The Baldwin & Shell Construction Company shall provide a preliminary evaluation of the 9vmer-'s pr-egFaw,,City of Fayetteville's project, schedule and construction budget requirements, each in terms of the other. The Baldwin & Shell Construction Company hall schedule and conduct meetings with the A r-ehiteet and 0 %er Engineer and City of Fayetteville to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Cens.,.uetien Manager shall advise the Ovme: and the A-ehite,., Baldwin & Shell Construction Co�any shall advise the City of Fayetteville and the Engineer on proposedsiteuse and improvements, selection of materials, and building systems and equipment. The Baldwin & Shell Construction Company shall also provide recommendations consistent with the Project requirements to the Ovme- and A. ehiteet Additions and Deletions Report for AIA Document A733T — 2009 (formerly A121 T CMc — 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 AIA® 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 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/1012013, and is not for resale. User Notes: (1766737747) City of Fayetteville and Engineer on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. § 2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified, the Gensfi-7aetien Manager - Baldwin & Shell Construction Company shall prepare and periodically update a Project schedule for the AxehiteWs feview and the ' 'Engineer's review and the City of Fayetteville's acceptance. The Baldwin & Shell Construction Company shall obtain the Engineer's approval for the portion of the Project schedule relating to the performance of the "& TEngineer's services. The Project schedule shall coordinate and integrate the , ether- Owner nsultants' seFviees and dte &A�Baldwin & Shell Construction Company's services, the Engineer's services, other City of Fayetteville consultants' services, and the City of Fayetteville'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 ofthe 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. City of Fayetteville. The Baldwin & Shell Construction Companyshall provide recommendations with regard to accelerated or fast -track scheduling, procurement, or phased construction. The Baldwin & Shell Construction Company shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues. § 2.1.5.1 Based on the preliminary design and other design criteria prepared by the "-ehit et the ^,.........•,Aen Manager -Engineer the Baldwin _& Shell Construction CompanLshall 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 Ar-ehiteet'sEngineer's review and City of Fayetteville's approval. If the Engineer or Baldwin & Shell Construction Companysuggests alternative materials and systems, the Baldwin & Shell Construction Company hall provide cost evaluations of those alternative materials and systems. § 2.1.5.2 As the "-mot:-Engineer progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Baldwin & Shell Construction Company shall prepare and update, at appropriate intervals agreed to by the , City of Fayetteville, Baldwin & Shell Construction Company and Engineer 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 Ovmer- and G,..,. tftic4ie , 1geFCity of Fayetteville and Baldwin & Shell Construction Company agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the ' Manager shall inform the Ovmer- and Ar-ehiteet Engineer's review and the City of Fayetteville's approval. The Baldwin & Shell Construction Company shall inform the City of Fayetteville and Engineer when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. § 2.1.6 Baldwin & Shell Construction Company and Suppliers The Baldwin & Shell Construction Company shall develop bidders' interest in the Project. § 2.1.7 The Baldwin & Shell Construction -Company shall prepare, for the "-3 Engineer's review and the City of Fayetteville's acceptance, a procurement schedule for items that must be ordered well in advance of construction. The Baldwin & Shell Construction Company shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the 9Wmer-City of Fayetteville agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Ovmer-City of Fayetteville shall procure the items on terms and conditions acceptable to the Genstfuetien ManageF. Baldwin & Shell Construction Company.Upon the establishment of the Guaranteed Maximum Price, the Gymer-City of Fayetteville shall assign all contracts for these items to the Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T CMc — 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 Intemationat Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/1012013, and is not for resale. User Notes: (1766737747) Manager Baldwin & Shell Construction Company and the Baldwin & Shell Construction Company hall thereafter accept responsibility for them. PAGE 5 The Baldwin & Shell Construction Company shall exercise reasonable care in preparing schedules and estimates. The , Baldwin & Shell Construction Company, owever, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Baldwin & Shell Construction Company is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Baldwin & Shell Construction Company shall promptly report to the "-ehitee and Owner Engineer and City of Fayetteville any nonconformity discovered by or made known to the Baldwin & Shell Construction Company as a request for information in such form as the ^ fehiteet-Engineer may require. The Baldwin & Shell Construction Company 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 the Contract Documents. § 2.2.1 At a time to be mutually agreed upon by the City of Fayetteville and the Baldwin & Shell Construction Company and in consultation with the Engineer, the Baldwin & Shell Construction Company shall prepare a Guaranteed Maximum Price proposal for the 9,A%er°s-City of Fayetteville's review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Baldwin & Shell Construction Company's estimate of the Cost of the Work, including contingencies described in Section 2.2.4, and the Baldwin & Shell Construction ComRany's Fee. § 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Ar-ehiteet, the Genstf-tietien Manager -Engineer, the Baldwin &Shell Construction Company shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents 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, all of which, if required, shall be incorporated by Change Order. § 2.2.3 The Baldwin & Shell Construction Company shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: PAGE 6 A list of the clarifications and assumptions made by the Baldwin & Shell Construction Company in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the GYater--Qjjy of Fayetteville and contained in the Drawings and Specifications; 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 Genstfuetien Mager' Baldwin &Shell Construction Company's Fee; A date by which the Ov er-City of Fayetteville must accept the Guaranteed Maximum Price. § 2.2.4 In preparing the Baldwin & Shell Construction Company's Guaranteed Maximum Price proposal, the Baldwin & Shell Construction Company shall include its contingency for Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T CMc — 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 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:15:38 on 04/0112013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) the Baldwin & Shell Construction Company'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 Baldwin & Shell Construction Company shall meet with the City of Fayetteville and Engineer to review the Guaranteed Maximum Price proposal. In the event that the ity of Fayetteville and Engineer discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the , Baldwin & Shell Construction Company, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 2.2.6 If the ity of Fayetteville notifies the Baldwin & Shell Construction Company that the City of Fayetteville 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 Censtirtietien Manager. Baldwin & Shell Construction Company. Following acceptance of a Guaranteed Maximum Price, the Mfaage�City_of Fayetteville and Baldwin &Shell Construction Company shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Ovmer City of Fayetteville shall provide to the r-ehitee;-Engineer. 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 Baldwin & Shell Construction Company shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase, unless the Gm%er-_CLty of Fayetteville provides prior written authorization for such costs. § 2.2.8 The Owner -City of Fayetteville shall authorize the "- t-Engineer to provide the revisions to the Drawings and Specifications to incorporate the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The 9vmeFCity of Fayetteville shall promptly furnish those revised Drawings and Specifications to the Genstfuefien N I _ .. I . ed. The Genstfuetien Manager shall notify the Owner- and At-Baldwin & Shell Construction Company as they are revised. The Baldwin & Shell Construction Company shall notify the City of Fayetteville and Engineer of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. § 2.2.9 The Baldwin & Shell Construction Company shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Baldwin & Shell Construction Company that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. § 2.3.1.2 The Construction Phase shall commence upon the ofFayetteville's acceptance ofthe Baldwin & Shell Construction Company's Guaranteed Maximum Price proposal or the 9vvaer's-Ci1y of Fayetteville's issuance of a Notice to Proceed, whichever occurs earlier. § 2.3.2.1 Those portions of the Work that the Baldwin & Shell Construction Company does not customarily perform with the Baldwin & Shell Construction Company's own personnel shall be performed under subcontracts or by other appropriate agreements with the Baldwin & Shell Construction Company. The City of Fayetteville may designate specific persons from whom, or entities from which, the Genst..ueti.., manager shall ,.tarn bias The GenstfuetienManager- -Baldwin & Shell Construction Company shall obtain bids. The Baldwin & Shell Construction Company shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the "_ehitea The OyaierEngineer. The City of Fayetteville shall then determine, with the advice of the GenstFuefien Manager- and the Ai-7ehiteet, Baldwin & Shell Construction Company and the En ineer, which bids will be accepted. The Baldwin & Shell Construction Company shall not be required to contract with anyone to whom the Baldwin & Shell Construction Company has reasonable objection. Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121' CMc — 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 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08110/2013, and is not for resale. User Notes: (1766737747) § 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to the Ovmer- by the Genstruetien Manager-, City of Fayetteville by the Baldwin & Shell Construction Company, (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 -City of Fayetteville requires that another bid be accepted, then the Baldwin & Shell Construction Company 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 Ownef by the Genstfuefien Mmagef City of Fayetteville by the Baldwin & Shell Construction Company and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner.City of Fayetteville. § 2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Ovmer-. City of Fayetteville. If the Subcontract is awarded on a cost-plus a fee basis, the Baldwin & Shell Construction Company shall provide in the Subcontract for the Ow>eF City of Fayetteville to receive the same audit rights with regard to the Subcontractor as the Owner City of Fayetteville receives with regard to the Genstf iie4ien Manager Baldwin & Shell Construction Company in Section 6.11 below. § 2.3.2.4 If the Baldwin & Shell Construction Company recommends a specific bidder that may be considered a "related party" according to Section 6.10, then the Baldwin & Shell Construction Company shall promptly notify the Ovmer City of Fayetteville in writing of such relationship and notify the Ovvfter-CitXof Fayetteville of the specific nature of the contemplated transaction, according to Section 6.10.2. § 2.3.2.5 The Baldwin & Shell Construction Company shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The ^,...n Manager -Baldwin & Shell Construction Company shall prepare and promptly distribute minutes to the Ovmerand Febiteet.City of Fayetteville and Engineer. § 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Baldwin & Shell Construction CompWLshall prepare and submit to the Owner- and " .,.,..` et City of Fayetteville and Eneineer a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2007. § 2.3.2.7 The Geas#twfien Manager Baldwin & Shell Construction CompM hall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the ity of Fayetteville, the Baldwin & Shell Construction Company shall submit written progress reports to the , i of Fayetteville and Engineer, showing percentages of completion and other information required by the Ownen The ity of Fayetteville. The Baldwin & Shell Construction Company shall also keep, and make available to the Om%er- and ^ -ehi eet, City of Fayetteville and Engineer., a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the 0wRtT-.CftX of Fayetteville. § 2.3.2.8 The Gens#ue4ien Manager Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company shall identify variances between actual and estimated costs and report the variances to the Owner- and "-ehiteet ^ity of Fayetteville and Engineer. and shall provide this information in its monthly reports to the Owner and "-ehiteet, City of Fayetteville and Eneineer, in accordance with Section 2.3.2.7 above. PAGE 7 ;RTIo6€ 3 OWNER'S R€SRf1NS1-1-1T1€S ARTICLE 3 CITY OF FAYETTEVILLE'S RESPONSIBILITIES § 3.1 Information and Services Required of the City of Fayetteville § 3.1.1 The Ovvfter-City of Fayetteville shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Ovmer's-City of Fayetteville's Additions and Deletions Report for AIA Document A133Tm — 2009 (formerly A121 T CMc — 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 7 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 underthe law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems sustainability and site requirements. § 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Baldwin & Shell Construction Company may request in writing that the Owner -City of Fayetteville provide reasonable evidence that the Ovmer-City of Fayetteville has made financial arrangements to fulfill the Ovmer's City of Fayetteville's obligations under the Contract. Thereafter, the GenstfueAen Manager Baldwin & Shell Construction Company may only request such evidence if (1) the 9wrter-City of Fayetteville fails to make payments to the Gensty-iietien Manager - Baldwin & Shell Construction Company as the Contract Documents require, (2) a change in the Work materially changes the Contract Sum, or (3) the Genstmetien Manager Baldwin & Shell Construction Companyidentifies in writing a reasonable concern regarding the 8wrter-'-s-Ci ,y of Fayetteville's ability to make payment when due. The Ovmer-City of Fayetteville 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 9wtter-City of Fayetteville furnishes the evidence, the Owner- CiV of Fyetteville shall not materially vary such financial arrangements without prior notice to the Genstmetien NlmageF and Aaehiteet-.�Baldwin & Shell Construction Company and Engineer. § 3.1.3 The Owner -City of Fayetteville shall establish and periodically update the Owner's -City of Fayetteville's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Qvmer's City of Fyetteville's other costs, and (3) reasonable contingencies related to all of these costs. If the 9wtter-Cityof Fayetteville significantly increases or decreases the Owner's City of Fayetteville's budget for the Cost of the Work, the , in eensultatien wit ity of Fayetteville shall notify the Baldwin & Shell Construction Company and Engineer. The City of Fayetteville and the Engineer in consultation with the Baldwin & Shell Construction Company —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 9wt}er-Cityof Fayetteville shall furnish the following information or services with reasonable promptness. The 9wt}er-Cityof Fayetteville shall also furnish any other information or services under the Ovmer's-City of Fayetteville's control and relevant to the Baldwin & Shell Construction Company's performance of the Work with reasonable promptness after receiving the Baldwin & Shell Construction Company's written request for such information or services. The Baldwin & Shell Construction Company hall be entitled to rely on the accuracy of information and services furnished by the Owner City of Fayetteville but shall exercise proper precautions relating to the safe performance of the Work. § 3.1.4.1 The 8wrter-City of Fayetteville 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 0%%er City of Fayetteville shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 3.1.4.3 The OvmeF,City of Fayetteville, when such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 3.1.4.4 During the Construction Phase, the Ovmer-City of Fayetteville shall furnish information or services required of the 9wne�City of Fayetteville by the Contract Documents with reasonable promptness. The 0vmer--Qy of Fayetteville shall also furnish any other information or services under the 0"er—'s-City of Fayetteville's control and relevant to the Baldwin & Shell Construction Company's performance of the Work with Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T°"CMc — 2003). Copyright 01991, 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 $ reproduction or distribution of this Ale 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 byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) reasonable promptness after receiving the Baldwin & Shell Construction Company's written request for such information or services. § 3.2 City of Fayetteville's Designated Representative The Ovmer-City of Fayetteville shall identify a representative authorized to act on behalf of the Ovaier--C& of Fayetteville with respect to the Project. The 9wner's-Ci1y of Fayetteville's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Baldwin & Shell Construction Company. Except as otherwise provided in Section 4.2.1 of A201-2007, the ehitee -En ig neer does not have such authority. The term "Owner" means the Owner e- the O ne-'s as used in the A201-2007 means the City of Fayetteville or the City of Fayetteville's authorized representative. § 3.2.1 Legal Requirements. The Om%er-City of Fayetteville shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Ovffier-'s-Ci of Fayetteville's needs and interests. § 3.3 AfGhite AEn ineer The Owner -City of Fayetteville shall retain an ehiteet-En ig neer to provide services, duties and responsibilities as described in AIA Document B103Tm-2007, Standard Form of Agreement Between Owner and ^ ehiteet& ity of Fayetteville and Engineer including any additional services requested by the Baldwin & Shell Construction Company that are necessary for the Preconstruction and Construction Phase services under this Agreement. The City of Fayetteville shall provide the Baldwin & Shell Construction Company a copy of the executed agreement between the Owner- and the M-ehiteet, City of Fayetteville and the Engineer and any further modifications to the agreement. PAGE 9 § 4.1.1 For the , the Owner- shall eempensate the Ceastfae4ien Manager- Baldwin & Shell Construction Company's Preconstruction Phase services, the City of Fayetteville shall compensate the Baldwin & Shell Construction Company as follows: § 4.1.2 For the Baldwin & Shell Construction Company's Preconstruction Phase services described in Sections 2.1 and 2.2: A lump sum amount of $40.000 § 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within six ( 6 ) months of the date of this Agreement, through no fault of the ' Baldwin & Shell Construction Company, the Baldwin & Shell Construction Company'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 ' Baldwin & Shell Construction Company's personnel providing Preconstruction Phase services on the Project and the `-----'--Baldwin & Shell Construction Company'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. § 4.2.2 Payments are due and payable upon presentation of the Baldwin & Shell Construction Companyinvoice. Amounts unpaid twenty-five (25 ) 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 .Baldwin & Shell Construction Company, Additions and Deletions Report for AIA Document A133TM — 2009 (formerly A121 T"CMc — 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 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) V0 § 5.1 For the Baldwin & Shell Construction Company's performance of the Work as described in Section 2.3, the ity of Fayetteville shall pay the Baldwin & Shell Construction Company the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Baldwin & Shell Construction Company's Fee. § 5.1.1 The Baldwin & Shell Construction Company's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Baldwin & Shell Construction Company's Fee) The Construction Phase Services fee shall be calculated at the time the Guarantee Maximum Price is established by taking the total estimated cost of the work for the entire project, including costs incurred during the pre -construction phase of the project as defined in Sections 2.1.1 through 2.1.9 and further defined in Sections 6.1.1 through 6.7.4 and then applying a five and one half percent (5 ''/z) to the total estimated cost. The fee will then be converted to a lump sum amount less the Precontruction Phase fee of $40,000 defined in 4.1.2. The lump sum fee will not be reduced based on savings in cost or reduction of scone by change order. PAGE 10 § 5.1.2 The method of adjustment of the Baldwin & Shell Construction Company's Fee for changes in the Work: All additive change order work shall carry a five and one half percent 5-1/2%) fee As defined the the Project Manual Supplementary Conditions § 5.1.4 Rental rates for Genstfuetien Manager evffiedBaldwin & Shell Construction Company -owned equipment shall not exceed eight -five percent (85 %) of the standard rate paid at the place of the Project. § 5.2.1 The Genstfuetien Manager Baldwin & Shell Construction Company 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 Genstfue4ien Manager -Baldwin & Shell Construction Company shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Awner.City of Fayetteville. (Insert specific provisions if the Baldwin & Shell Construction Company is to participate in any savings) All savings shall accrue one hundred percent (100%) to the City of Fayetteville § 5.3.1 The Owner -City of Fayetteville may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Gvwer--City of Fayetteville shall issue such changes in writing. The "tee -En jg neer may make minor changes in the Work as provided in Section 7.4 of AIA Document A201-2007, General Conditions of the Contract for Construction. The Baldwin & Shell Construction Company shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. Additions and Deletions Report for AIA Document A133TM — 2009 (formerly A121 T CMc — 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 10 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 underthe law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) § 5.3.3 In calculating adjustments to subcontracts (except those awarded with the G;meF's-City of Fayetteville's prior consent on the basis of cost plus a fee), the terns "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 A201-2007 and shall not 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 0vmer-'s-_Qy of Favetteville's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "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" shall mean the Baldwin & Shell Construction Company's Fee as defined in Section 5.1 of this Agreement. § 5.3.5Ifno specific provision is made in Section 5.1.2 for adjustment ofthe Baldwin & Shell Construction Company'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 Ovffler- ef ' City of Fayetteville or Baldwin &Shell Construction Company, the Baldwin & Shell Construction Company'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. PAGE 11 § 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Baldwin & Shell Construction Company 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 9wmeF. City of Fayetteville. 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 ity of Fayetteville's prior approval, the Baldwin & Shell Construction Company 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. § 6.2.1 Wages of construction workers directly employed by the Baldwin & Shell Construction CompM to perform the construction ofthe Work at the site or, with the Owner-'s-City of Fayetteville's prior approval, at off -site workshops. § 6.2.2 Wages or salaries of the Baldwin & Shell Construction Company's supervisory and administrative personnel when stationed at the site with the Gwrier'-s-City of Favetteville's prior approval. (If it is intended that the wages or salaries of certain personnel stationed at the Baldwin & Shell Construction Company's principal or other offices shall be included in the Cost of the Work identify in Section 11.5, the personnel to be included whether for all or only part of their time, and the rates at which their time will be charged to the Work.) § 6.2.3 Wages and salaries of the Baldwin & Shell Construction Company's supervisory or administrative personnel engaged at factories, worksheps-workshops, jobsite 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 Gens#aetien ManageF Baldwin & Shell Construction Company 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, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Baldwin & Shell Construction Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T'"CMc — 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 11 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 underthe law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) Company or paid to any Baldwin & Shell Construction Company or vendor, with the City of Fayetteville's prior approval. Payments made by the Baldwin & Shell Construction Company_to Subcontractors in accordance with the requirements of the subcontracts. PAGE 12 § 6.4.2 Costs of materials described in the preceding 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 City of Fayetteville's property at the completion of the Work or, at the Owner's -City of Fayetteville's option, shall be sold by the Baldwin & Shell Construction Company_Any amounts realized from such sales shall be credited to the Owner. City of Fayetteville as a deduction from the Cost of the Work. § 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 Baldwin & Shell Construction Company at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the ` emst faa Aeti Manager --Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Compan-at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Censtfuetien Manager- Baldwin & Shell Construction Company -owned item may not exceed the purchase price of any comparable item. Rates of Baldwin & Shell Construction Company -owned equipment and quantities of equipment shall be subject to the Ors -City of Fayetteville's prior approval. § 6.5.5 That portion of the reasonable expenses of the Baldwin & Shell Construction Company'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 Ownee-s-City of Fayetteville's prior approval. § 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 Contract Documents, with the Ow er-'s-City of Fayetteville's prior approval. § 6.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Baldwin & Shell Construction Company is liable. § 6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Baldwin & Shell Construction Company is required by the Contract Documents to pay. Additions and Deletions Report for AIA Document A133T°° — 2009 (formerly A121 TM CMc — 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 12 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) § 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Genstmetien Manager - Baldwin & Shell Construction Company resulting from such suits or claims and payments of settlements made with the Ovmer-'s-City of Fayetteville's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation ofhe Baldwin & Shell Construction Company's Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. § 6.6.6 Costs for electronic equipment and software, mobile phones, internet, electronic data transfer costs, office supplies, data processing etc. directly related to the Work with the Owner-'s-City of Fayetteville's prior approval. § 6.6.7 Deposits lost for causes other than the Baldwin & Shell Construction Company's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 6.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between theCity of Fayetteville and Baldwin & Shell Construction Company, reasonably incurred by the Baldwin & Shell Construction Company after the execution of this Agreement in the performance of the Work and with the City of Fayetteville's prior approval, which shall not be unreasonably withheld. § 6.6.9 Subject to the 0m%e>`'s-City of Fayetteville's prior approval, expenses incurred in accordance with the Gensiftiefien ' Baldwin & Shell Construction Compan s standard written personnel policy for relocation and temporary living allowances of the Baldwin & Shell Construction Company's personnel required for the Work. PAGE 13 § 6.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the 9wtter-.City of Fayetteville. § 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the , Baldwin & Shell Construction Company, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Baldwin & Shell Construction Company -and only to the extent that the cost of repair or correction is not recovered by the Genstfuetien Baldwin & Shell Construction Company from insurance, sureties, Subcontractors, suppliers, or 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 may require the Ge-n Manager -Baldwin & Shell Construction Companyto pay such costs, unless such costs are excluded by the provisions of Section 6.8. .1 Salaries and other compensation ofhe ' Mana & Shell Construction Company's personnel stationed at the Baldwin & Shell Construction Company'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 11; .2 Expenses of the Baldwin & Shell Construction Companv's principal office and offices other than the site e€€tee;office with the exception of costs provided by principal office to iobsite as defined in Section 6.6.6 above; Additions and Deletions Report for AIA Document A133TA° — 2009 (formerly A121 T CMc — 2003). Copyright 01991, 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 13 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 underthe law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) The Baldwin & Shell Construction Company's capital expenses, including interest on the Baldwin & Shell Construction Company's capital employed for the Work; Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Genstfue4iea Manager-, Baldwin & Shell Construction Company, Baldwin & Shell Construction Company and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; Costs, other than costs included in Change Orders approved by the Owner, City of Fayetteville, that would cause the Guaranteed Maximum Price to be exceeded; and PAGE 14 § 6.9.1 Cash discounts obtained on payments made by the Baldwin & Shell Construction Company shall accrue to the Owner City of Fyetteville if (1) before making the payment, the Genstruetien Manager - Baldwin & Shell Construction Company included them in an Application for Payment and received payment from the Gyffier—,City of Fayetteville, or (2) the Owner- Ci of Fayetteville has deposited funds with the GenstfueAea Manager Baldwin & Shell Construction Company with which to make payments; otherwise, cash discounts shall accrue to the Genstfuetien Baldwin & Shell Construction Company. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the City of Fayetteville, and the Baldwin & Shell Construction Company shall make provisions so that they can be obtained. § 6.9.2 Amounts that accrue to the 9wuer City of Fayetteville in accordance with the provisions of Section 6.9.1 shall be credited to the Owner- City of Fayetteville as a deduction from the Cost of the Work. § 6.10.1 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 Genstfuetien Managef; Baldwin & Shell Construction Company any entity in which any stockholder in, or management employee of, the Genstfuefien Manager Baldwin & Shell Construction CompoLowns 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 Gens4uefien Managen Baldwin & Shell Construction Company. The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Baldwin & Shell Construction Company and a related party. the Baldwin & Shell Construction Company shall notify the City of Fayetteville 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 Ovmer-, City of Fayetteville, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Genstfuefieft gager Baldwin & Shell Construction Company shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Gvffter-CjbL of Fayetteville fails to authorize the transaction, the Baldwin & Shell Construction Company shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. The Baldwin & Shell Construction Company 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 Ovmen The Ovme- and .we O nee-s City of Fayetteville. The Cily of Fayetteville and the City of Fayetteville's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Baldwin & Shell Construction Company's records and accounts, Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T CIYic — 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 14 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 underthe law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) 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 Baldwin & Shell Construction Company shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. Baldwin & Shell Construction Company shall track costs related to separate funding sources as directed by the City of Fayetteville in order to comply with requirements of state and local law and regulations, bond covenant requirement, and to track cost of components of cost shares as may occur. § 7.1.1 Based upon Applications for Payment submitted to the Engineer by the Baldwin & Shell Construction Company and Certificates for Payment issued by the ". ehi e,.,, two ^• ner Engineer the City of Fayetteville shall make progress payments on account of the Contract Sum to the Baldwin & Shell Construction Company as provided below and elsewhere in the Contract Documents. PAGE 15 § 7.1.3 Provided that an Application for Payment is received by the fehiteet-Engineer not later than the 25th day of a month, the Ovmer- City of Fayetteville shall make payment of the certified amount to the Baldwin & Shell Construction Company not later than the 15th day of the following month. If an Application for Payment is received by the "-mot-En ig neer after the application date fixed above, payment shall be made by the 8wner-Cityetteville not later than twenty-one (21 ) days after the "-�et-Engineer receives the Application for Payment. § 7.1.4 With each Application for Payment, the Baldwin & Shell Construction Company shall, upon request by the City of Fayetteville or the Engineer, submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the ^••f-e- e- Arehiteet--CiV of Fayetteville or Engineer to demonstrate that cash disbursements already made by the Baldwin & Shell Construction Company on account of the Cost of the Work equal or exceed progress payments already received by the Manager -, -Baldwin & Shell Construction Company, ess that portion of those payments attributable to the Baldwin & Shell Construction Company's Fee, plus payrolls for the period covered by the present Application for Payment. § 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Genstfuetien Baldwin & Shell Construction Company in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Baldwin & Shell Construction Company's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the A-t-Engineer may require. This schedule, unless objected to by the "r-; En ig neer shall be used as a basis for reviewing the Baldwin & Shell Construction Company's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Baldwin & Shell Construction Company on account of that portion of the Work for which the Baldwin & Shell Construction Company 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. Take 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 Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 TmCMc — 2003). Copyright 01991, 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 15 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 underthe law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/1012013, and is not for resale. User Notes: (1766737747) final determination of cost to the Owner City of Fayetteville of changes in the Work, amounts not in dispute shall be included as provided in Section 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 Ovffier-, City of Fayetteville, suitably stored off the site at a location agreed upon in writing; .3 Add the Eenstrncten Manager's Fee, less retainage of percent ° ' Baldwin & Shell Construction Company's Fee, less retainage of five percent ( 5 to). The Baldwin & Shell Construction Company's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the Baldwin & Shell Construction Company'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 %) from that portion of the Work that the Baldwin & Shell Construction Company self -performs; .5 Subtract the aggregate of previous payments made by the Owner;City of Fayetteville; .6 Subtract the shortfall, if any, indicated by the Baldwin & Shell Construction Company n the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner' City of Fayetteville's auditors in such documentation; and .7 Subtract amounts, if any, for which the "�� "�t-Engineer, has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. § 7.1.8 TheManager-City of Fayetteville and Baldwin & Shell Construction Company shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Stibeentraeters Baldwin & Shell Construction Company and (2) the percentage of retainage held on Subcontracts, and the Genstraefien Manager - Baldwin & Shell Construction Company shall execute subcontracts in accordance with those agreements. § 7.1.9 Except with the ity of Fayetteville's prior approval, the Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company's Applications for Payment, the "ft-En2ineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Baldwin & Shell Construction Company and shall not be deemed to represent that the "r-e'-rrr;tet-En ineer has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Af ehiteet-Engineer has made exhaustive or continuous on -site inspections; or that the "r- t-En ineer has made examinations to ascertain how or for what purposes the Baldwin & Shell Construction Company has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Ovmef,City of Fayetteville, will be performed by the 0vmer-'s-City of Fayetteville's auditors acting in the sole interest of the OyAwr-.CLty of Fayetteville. PAGE 16 § 7.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner -a the Genstfuetien ity of Fayetteville to the Baldwin & Shell Construction Company when .1 the Baldwin & Shell Construction Companyhas fully performed the Contract except for the Baldwin & Shell Construction Company'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 Gens#uaien Manager Baldwin & Shell Construction CompanLhas 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 ^ ..�iteet—.En ig neer. The OwnerzCity of Fayetteville's final payment to the CeastracAen Manager Baldwin & Shell Construction Company shall be made no later than 30 days after the issuance of the "-�eV-s-Eneineer's final Certificate for Payment, or as follows: Additions and Deletions Report for AIA Document A133TM — 2009 (formerly A121 T CMc — 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 16 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) § 7.2.2 The A,A%er's-City of Fayetteville's auditors will review and report in writing on theManager's Baldwin & Shell Construction Company's final accounting within 30 days after delivery of the final accounting to the Engineer by the Baldwin & Shell Construction Company.Based upon such Cost of the Work as the ovffier's-City of Fayetteville's auditors report to be substantiated by the re'icvc stf-tie ieft Manager-'sBaldwin & Shell Construction Company's final accounting, and provided the other conditions of Section 7.2.1 have been met, the ^ f t-Engineer will, within seven days after receipt of the written report of the 9-A%er's City of Fayetteville's auditors, either issue to the Owner -City of Fayetteville a final Certificate for Payment with a copy to the ' Baldwin & Shell Construction Company, or notify the Baldwin & Shell Construction Company and City of Fayetteville in writing of the Engineers 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 A —Engineer is not responsible for verifying the accuracy of the Genstfuetien Maier-'s-Baldwin & Shell Construction Company's final accounting. § 7.2.3 If the GM%eP1s-Ci1y of Fayetteville's auditors report the Cost of the Work as substantiated by the ^enter Manager-'s-Baldwin & Shell Construction Company's final accounting to be less than claimed by the Cenn Manager-, the Cens#uetiea Baldwin & Shell Construction Company, the Baldwin & Shell Construction Company 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 Baldwin & Shell Construction Company within 30 days after the Baldwin & Shell Construction Company's receipt of a copy of the "-�eV-s-Engineer's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Ovi%er-'s-City of Fayetteville's auditors becoming binding on the Genstfuetien Maaagff. Baldwin & Shell Construction Company. Pending a final resolution of the disputed amount, the n..,.,,,r shall pay the C, nst-uetien ^,r.,.,ager the . nt ee,h:fioa in t1,a Ar-ehite�'. Ci of Fayetteville shall pay the Baldwin & Shell Construction Company the amount certified in the Engineer's final Certificate for Payment. § 7.2.4 If, subsequent to final payment and at theCity of Fayetteville's request, the Baldwin & Shell Construction Company incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Ovffie- shall reimbufse the Gens«..ue fien ^^.,nage,. stieh easts and the Genstfuetien Man ' ity of Fayetteville shall reimburse the Baldwin & Shell Construction Company such costs and the Baldwin & Shell Construction Company'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 Gear Maf3ageFBaldwin & Shell Construction Company 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 -City of Fayetteville in determining the net amount to be paid by the Ov mer- to the G,..,...,.uetien Manager -.City of Fayetteville to the Baldwin &Shell Construction Comnanv. PAGE 17 For all phases of the Project, the Baldwin & Shell Construction Company and the City of Fayetteville shall purchase and maintain insurance, and the Baldwin & Shell Construction Company shall provide bonds as set forth in Article 11 of AIA Document A201-2007. Performance and Payment Bonds One -hundred percent (100%) of the Guaranteed Maximum Price § 9.1 Any Claim between theManager-City of Fayetteville and Baldwin & Shell Construction Companyshall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Baldwin & Shell Additions and Deletions Report for AIA Document A133TM — 2009 (formerly A121 T CMc — 2003). Copyright O 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 17 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 underthe law. This document was produced by AIA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) Construction Company's Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. (Check the appropriate box. If the City o Fayetteville and Baldwin &Shell Construction Company do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ X1 Litigation in a court of competent jurisdiction The "- t-En mg eer will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007 for Claims arising from or relating to the Baldwin & Shell Construction Company's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Atwh et jEn ineer. § 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner City of Fayetteville may terminate this Agreement upon not less than seven days' written notice to the r...,..+..uc4ie Manager f . the 0%=e. Baldwin & Shell Construction Company for the City of Fayetteville's convenience and without cause, and the Baldwin & Shell Construction Comp n may terminate this Agreement, upon not less than seven days' written notice to the 9wnen; City of Fayetteville, 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 Baldwin & Shell Construction Company shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Baldwin & Shell Construction Company's compensation under this Section exceed the compensation set forth in Section 4.1. § 10.1.3 If the Owner -City of Fgyetteville 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 9wrter-_City of Fayetteville shall pay to the Baldwin & Shell Construction Company n amount calculated as follows, which amount shall be in addition to any compensation paid to the Baldwin & Shell Construction Comp any Section 10.1.2: .1 Take the Cost of the Work incurred by the Genstfuetien Manager Baldwin & Shell Construction Company to the date of termination; .2 Add the Baldwin & Shell Construction Company'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 Cauetien Manager's Baldwin & Shell Construction Company's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the AvvneFCity of Fayetteville for Construction Phase services. The 9wf3er- City of Fayetteville shall also pay the Baldwin & Shell Construction CompanYfair compensation, either by purchase or rental at the election of the 9wnef,City of Fayetteville, for any equipment owned by the Baldwin & Shell Construction Company which the City of Fayetteville 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 Owner City of Fayetteville elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Baldwin & Shell Construction Companyshall, as a condition of receiving the Additions and Deletions Report for AIA Document A133� — 2009 (formerly A121 mCIIAc — 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 18 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the G,...,." a fie.. r,r.,.,ager-, as the "- Re Baldwin & Shell Construction Company, as the City of Fayetteville may require for the purpose of fully vesting in the GCS of Fayetteville the rights and benefits of the Baldwin & Shell Construction Companyunder such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Genstfuetien Baldwin & Shell Construction Company will contain provisions allowing for assignment to the Owfler of Fayetteville as described above. If the Ovmef of Fayetteville accepts assignment of subcontracts, purchase orders or rental agreements as described above, the GvaterCity of Fayetteville will reimburse or indemnify the Baldwin & Shell Construction Company for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Gvffier--_Ci1y of Fayetteville chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Genstfuefien Managef Baldwin & Shell Construction Company will terminate the subcontract, purchase order or rental agreement and the O'A%ermill paye Genstruetien Man itayettevil)e wilay the Baldwin &Shell Construction Company the costs necessarily incurred by the Constfuetien MamtgerBaldwin &Shell Construction Company because of such termination. PAGE 18 § 10.2.1 If the Gvffter- of Fayetteville terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Baldwin & Shell Construction Company pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the amount the Geas'-ue4ien Manager- Baldwin & Shell Construction Company would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2.2 If the Baldwin & Shell Construction Company terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Genstfuetien Manager Baldwin & Shell Construction Company under Section 14.1.3 of A201-2007 shall not exceed the amount the GenstfacAen Manager - Baldwin & Shell Construction Company would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Baldwin & Shell Construction Company's Fee shall be calculated as if the Work had been fully completed by the Manager -, -Baldwin & Shell Construction Com aany_utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. PAGE 19 The Work may be suspended by the Groner City of Fayetteville 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 14.3.2 of AIA Document A201-2007, except that the term "profit" shall be understood to mean the Genstfuefien ' Baldwin & Shell Construction Company's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. § 11.2 Ownership and Use of DGGUMentSCi1tV of Fayetteville and Use of Documents The it�of Fayetteville and Baldwin &Shell Construction Company respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Ov mer- ne- the Genst oien Managef City of fayetteville nor the Baldwin & Shell Construction Company shall assign this Agreement without the written consent of the other, except that the GwRei=City of Fayetteville may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Ovmer's--Ciy of Fayetteville's rights and obligations under this Agreement. Except as provided in Section 13.2.2 of A201-2007, neither party to the Contract shall assign the Contract as a whole without 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. Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T°"CMc — 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 19 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) § 11.5.1 Solid Waste Services. Solid Waste Services shall be obtained from the City of Fayetteville Solid Waste Division at Baldwin & Shell's expense unless such services cannot be provided by the City of Fayetteville Solid Waste Division. § 11 5 2 Computer Models Baldwin & Shell may use or modify Baldwin & Shell's proprietary computer models in service of City of Fayetteville under this agreement or Baldwin & Shell may develop computer models during Baldwin & Shell's service to City of Fayetteville under this agreement. Such use, modification, or development by Baldwin & Shell does not constitute a license to Cijy of Fayetteville to use or modify Baldwin & Shell's computer models Said proprietn computer models shall remain the sole property of Baldwin & Shell City of Fayetteville and Baldwin & Shell will enter into a separate license agreement if City of Fayetteville wishes to use Baldwin & Shell's computer models. § 11 5 3 Baldwin & Shell agrees that it will indemnify, defend and hold harmless the City of Fayetteville and the Engineer from and against any and all loss where loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of Baldwin & Shell, its employees, agents, Subcontractors, and Suppliers § 11 5.4 Arkansas Freedom of Information Act. City contracts and documents, including internal documents and documents of subcontractors and sub -consultants prepared while performing City contractual work are subject to the Arkansas Freedom of Information Act (FOIA). If a Freedom of Information Act request is presented to the City of Fayetteville Baldwin & Shell will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act(A.C.A. &25-19-101 et seg.). Only legally authorized photocopyingcosts osts pursuant to the FOIA may assessed for this compliance. 4 11 5 5 Changes modifications or amendments. Changes modifications or amendments in scope, price or fees to this Contract shall not be allowed without formal contract amendment approved by the Mayor and the City Council in advance of the change in n scope, cost, fees, or delivery schedule. PAGE 20 § 12.1 This Agreement represents the entire and integrated agreement between the Ov meF and two .,,........ueti n ld supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both ity of Favetteville and Baldwin & Shell Construction Company. AIA Document A133-2009, Standard Form of Agreement Between City of Fayetteville and Baldwin & Shell Construction Company as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 mCMc — 2003). Copyright O 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 20 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 underthe law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1766737747) OWN€RCITY OF FAYETTEVILLE (Signature) CONSTRUCTION MANAGER BALDWIN & SHELL CONSTRUCTION COMPANY (Signature) Lioneld Jordan, Mayor Patrick Tenney, Vice -President (Printed name and title) ATTEST: Sandra Smith, Qjy Clerk Debbie Pangle, Administrative Assistant Additions and Deletions Report for AIA Document A133T — 2009 (formerly A121 T CMc — 2003). Copyright O 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 21 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAlA software at 15:15:38 on 04/01/2013 under Order No.3625291867_1 which expires on 08/1012013, and is not for resale. User Notes: (1766737747) �= Document A201TM -2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) City of Fayetteville Entertainment District Parking Deck in the vicinity of South School Avenue & Spring Street, Fayetteville, Arkansas consisting of the Parking Deck Liner Buildings for the City of Fayetteville & Walton Arts Center THE OWNER: (Name, legal status and address) City of Fayetteville 113 W. Mountain Fayetteville, Arkansas 72701 herein after referred to as the City of Fayetteville THE ARCHITECT: (Name, legal status and address) Garver, LLC. 2049 E. Joyce Blyd., Ste 400 Fayetteville, AR 72703 TABLE OF ARTICLES GENERAL PROVISIONS OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 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 T — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A201T°" — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867-1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) INDEX (Numbers and Topics in Bold are Section Headings) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 13.7.1, 14.1, 15.2 Addenda 1.1.1, 3.11.1 Additional Costs, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1,13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2,15.1.5 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9. 10, 11.1.3 Approvals 2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12. 10, 4.2.7, 9.3.2, 13.5.1 Arbitration 8.3.1, 11.3.10, 13.1.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4.1, 3.12.7, 4.1, 4.2, 5.2, 6.3.1, 7.1.2, 7.3.7, 7.4, 9.2.1, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4.1, 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 Architect's Additional Services and Expenses 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.4.1, 3.1.3, 3.5.1, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5.1, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3. 1, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.5.2, 15.2, 15.3 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Binding Dispute Resolution 9.7.1, 11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3. 1, 15.3.2, 15.4.1 Boiler and Machinery Insurance 11.3.2 Bonds, Lien 7.3.7.4, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 AIA Document A201 TM — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init 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 Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7. 1, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, 11.1.3 Change Orders 1. 1. 1, 2.4.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.6, 7.3.9, 7.3.10, 8.3. 1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15.1.3 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.1, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 7.4.1, 8.3.1, 9.3.1.1, 11.3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3.1, 7.3.9, 9.3.3, 9.10.4, 10.3.3,15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4 Claims for Additional Time 3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Claims Subject to Arbitration 15.3.1, 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1, 15.1.4 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9. 1, 9.10, 12.2, 13.7, 14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Compliance with Laws 1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9. 1, 9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1. 1. 1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.9, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, The 1.1.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7.1, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 Contract Time, Definition of 8.1.1 Init AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 4 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contractor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1, Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8 Contractor's Relationship with the Architect 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3.1, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 14.1, 15.1.6 Contractor's Submittals 3.10, 3.11, 3.12.4, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2,4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.7 Costs 2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Defective Work, Definition of 3.5.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 Delays and Extensions of Time 3.2., 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7. 1, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Disputes 6.3.1, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1.4 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2. 1.1 AIA Document A201 TA° — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 5 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced byAIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Equipment, Labor, Materials or 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13. 1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, 9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1, 10.3.2, 10.4.1, 14.3, 15.1.5, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3.1, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 Fire and Extended Coverage Insurance 11.3.1.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17.1, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4.1 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2 Instruments of Service, Definition of 1.1.7 Insurance 3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2, 11.4.1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4 Interest 13.6 Interpretation 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15. 1.1 Interpretations, Written 4.2.11, 4.2.12, 15.1.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15. 1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1. 5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13.1, 4.1.1, 9.6.4, 9.9. 1, 10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2, 13.6.1, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 13.7, 15.4.1.1 Limitations of Liability 2.3.1, 3.2.2, 3.5.1, 3.12.10, 3.17.1, 3.18.1, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 Limitations of Time 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2.1, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7.1, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 AIA Document A201 T — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Loss of Use Insurance 11.3.3 Material Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 15.2.8 Mediation 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1 Minor Changes in the Work 1. 1. 1, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1. 1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7. 1, 10.3.2, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Notice 2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, 9.7.1, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 Notice, Written 2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7. 1, 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14, 15.2.8, 15.4.1 Notice of Claims 3.7.4, 4.5, 10.2.8, 15.1.2, 15.4 Notice of Testing and Inspections 13.5.1, 13.5.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.2.2, 9.6.6, 9.8, 11.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, 13.5.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Owner's Authority 1. 5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3.1, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4, 15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1.4 Owner's Liability Insurance 11.2 Owner's Loss of Use Insurance 11.3.3 Owner's Relationship with Subcontractors 1. 1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3.17.1, 4.2.12, 5.3.1 Partial Occupancy or Use 9.6.6, 9.9, 11.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2.1, 9.3, 9.4, 9.5, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9. 10. 1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4 AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American [nit Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08110/2013, and is not for resale. User Notes: (1162498114) Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4 Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 Project, Definition of the 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.3 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, 15.2.8, 15.4 Rejection of Work 3.5.1, 4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 3.2.1, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.2, 4.2.10, 5.1.1, 5.1.2, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.3, 5.3.1, 6.1.3, 6.2, 6.3, 9.5. 1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1. 1.2, 2.3, 2.4, 3.5.1, 3.7.4, 3.15.2, 4.2.6, 4.5, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3.1,10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 11.4.7, 12.1.2 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of the 1.1.6 Specifications, The 1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Statute of Limitations 13.7, 15.4.1.1 Stopping the Work 2.3, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 AIA Document A201 T" — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American [nit Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.4.5, 11.3.7 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2, 3.5.1, 7.3.8 Sub -subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 11.4.9, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Termination by the Contractor 14.1, 15.1.6 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1, 10.3.2,10.4.1, 14.3.2,15.1.5, 15.2.5 Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.4, 4.5, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3. 1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10,12.2, 13.5, 13.7,14, 15.1.2, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 9.10.5, 11.4.7, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.4.5, 11.3.7 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Notice 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14,15.4.1 Written Orders 1.1.1, 2.3, 3.9, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 AIA Document A201 T — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 10 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions ofthe Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding requirements. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. AIA Document A201 T — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 11 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. § 1.6 TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Prior to commencement of the Work, the Contractor 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 Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor 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 Init.AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 12 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) 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 Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right ofthe Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 13 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner -required means, methods, techniques, sequences or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Init.AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 14 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 TAXES The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 15 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867-1 which expires on 08110/2013, and is not for resale. User Notes: (1162498114) § 3.8 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 SUPERINTENDENT § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. AIA Document A201 T — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 16 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and AIA Document A201 T — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 17 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18INDEMNIFICATION § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itselo, but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. Init AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 18 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate For Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. Init.AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 19 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. [nit AIA Document A201 T°" — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 20 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 f maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Init AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 21 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. Init AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 22 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 CHANGE ORDERS § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.7. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount AIA Document A201 T°" — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 23 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly attributable to the change. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 24 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation and arbitration; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data 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 Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2., for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or Init AIA Document A201 T — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 25 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 f maximum extent possible under the law. This document was produced byAlA software at 16:08:16 on 0410112013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 CERTIFICATES FOR PAYMENT § 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for Payment. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. AIA Document A201T°" — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 26 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04101/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. § 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut -down, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. AIA Document A201 T°° — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 27 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 f maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867-1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. AIA Document A201 T — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 28 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/0112013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. § 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any ofthem, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 29 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced byAlA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. § 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut -down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. AIA Document A201 T — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 30 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Owner, the Architect and the Architect's Consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.2 (DELETED) § 11.3 PROPERTY INSURANCE § 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's Init.AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub -subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. § 11.3.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub -subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 BOILER AND MACHINERY INSURANCE The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub -subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. § 11.3.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. § 11.3.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.3.7 AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 32 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. § 11.3.7 WAIVERS OF SUBROGATION The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub -subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub -subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub -subcontractors, agents and employees of any ofthem, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § 11.3.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub -subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contractor have selected arbitration as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators. § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 33 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. AIA Document A201 T — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 34 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by Init.AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 35 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6INTEREST Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. § 13.7 TIME LIMITS ON CLAIMS The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 6 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. Init AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 36 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08110/2013, and is not for resale. User Notes: (1162498114) § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. AIA Document A201 n" — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 37 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS § 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.5 CLAIMS FOR ADDITIONAL TIME § 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2INITIAL DECISION § 15.2.1 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. AIA Document A201 T°" — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 38 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker w411 either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 MEDIATION § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 (DELETED) § 15.3.3 (DELETED) § 15.4 ARBITRATION § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. AIA Document A201 TM — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 39 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 CONSOLIDATION OR JOINDER § 15.4.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Contractor under this Agreement. Init AIA Document A201 T — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 40 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 underthe law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Certification of Document's Authenticity AIA® Document D401 TM -2003 I, Patrick Tenney, AIA, Vice President, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:08:16 on 04/01/2013 under Order No. 3625291867 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 A201TM — 2007, General Conditions of the Contract for Construction, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) Vice ('Title) 4.2. 2013, (Dated) AIA Document D401 T — 2003. Copyright ©1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:16 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1162498114) Additions and Deletions Report for AIA® Document A201 TM —2007 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 15:29:26 on 04/01/2013. PAGE City of Fayetteville Entertainment District Parking Deck in the vicinity of South School Avenue & Spring Street, Fayetteville, Arkansas consisting of the Parking Deck Liner Buildings for the City of Fayetteville & Walton Arts Center City of Fayetteville 113 W. Mountain Fayetteville, Arkansas 72701 herein after referred to as the City of Fayetteville Garver, LLC. 2049 E. Jo, c�yd., Ste 400 Fayetteville, AR 72703 PAGE 3 umbers and Topics in Bold are Section Headings) 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 43—.7,-13.7.1, 14.1, 15.2 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.6.3,94,-9.7.1, 9.10, 11.1.3 2.4.1, 3.12.7, 4.1, 4.2, 5.2, 673—,6.3.1, 7.1.2, 7.3.7, 7.4, 9-.2—,9.2.1, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2,4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7-.4,7...1,9.4.2,9.5.3, 9.6.4, 15.1.3, 15.2 Additions and Deletions Report for AIA Document A201 T — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1683311170) 2.4.1, 3.1.3, 3-.-5—, 3.5.1, 3.10.2, 4.2.7 3:5-3.5.1, 4.2.6, 12.1.2, 12.2.1 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,&.-3—,6.3.1,7.3.7,7.3.9,8.1.3,8.3.1,9-.2—,9.2.1,9.4.1,9.5,9.8.4,9.9.1, 13.5.2, 15.2, 15.3 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3--5-,-3.5.1, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 9.7, 7jj,11.3.9,11.3.10,13.1.1,15.2.5,15.2.6.1,15.3.1,15.3.2,15.4.1 PAGE 4 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9,7—,9.7.1, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3 2.2.1,3.11,4.2.8,7,7.2.1,7.3.1,7.4,7.4.1,8.3.1,9.3.1.1, 11.3.9 3.2.4, 6.1.1, 6-.3-,-6.3.1, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Contract Documents, The 1.1.1 Contract Documents, Copies Furnished and Use of 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9-.7-,-9.7.1, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 PAGE 5 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.3.7, 14.1, 14.2.1.414.2.1.1, 1.1.2, 1.5,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2,3:5;3.5.1,3.7.4,3.10,3.11,3.12,3.16,3.18,4.1.3,4.2,5.2,6.2.2,7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 3.2.1, 3.2.2, 3-.§,,-3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Additions and Deletions Report for AIA Document A201 m — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1683311170) 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9-.2—,9.2.1, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 2.3.1,2.4.1,3.§—,3.5.1,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2,9.9.3,9.10.4, 12.2.1 Defective Work, Definition of 3.5.1 1.1,2.1.1,3.1.1,33;3.5.1,3.12.1,3.12.2,3.12.3,4.1.1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 3-2,-3.2., 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7-.4; 7.4.1. 8.3, 9.5.1, 9-.7;-9.7.1, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 6..3, 5 3.1, 7.3.9, 15.1, 15.2 PAGE 6 1.1.3, 1.1.6,3.4,3,-3—,3.5.1,3.8.2,3.8.3,3.12,3.13.1,3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 1.1.3,1.2.1,1.2.2,2.2.3,2.2.5,3.1,3.3.1,3.4.1,-3-.§—,3.5.1,3.7.1,3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.5,8.2,9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4,�- 5.'�T7.4.1, 9.5.1, 9.7.1, 10.3.2, 10.4.1, 14.3, 15.1.5, 15.2.5 3.17;3.17.1,3.18,9.10.2,10.3.3,10.3.5,10.3.6,11.3.1.2,11.3.7 9.3. 9.3.2, 11.4.1.4 9.9.19.9.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 1.1.3, 1.1.6,3.4,33.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,9.5.1.3,9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Additions and Deletions Report for AIA Document A201T —2007. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 3 International Treaties. Unauthorized reproduction or distribution of this Ate Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1683311170) 2.3.1,3.2.2,3.5,3.12.10,3.17 3.5.1,3.12.10,3.17.1,3.18.1,4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.4,9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7,5.2,5.3.1,5.4.1,6.2.4,7.3,7.4,8.2,9-.2,-9.2.1,9.3.1,9.3.3,9.4.1, 9.5, 9.6, 9-.7-,-9.7.1, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 PAGE 7 1.1.3, 1.1.6, 1.5.1, 3.4.1, 3-5-, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 1.1.1, 1.1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9-.-7,-9.7.1, 10.3.2, 11.3.1 2.3.1,2.4.1,33.-5—,3.5.1,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, 12.2.1 2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, 9-.7-,-9.7.1, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9-.7—,9.7.1, 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1,13.3, 14, 15.2.8, 15.4.1 3.7.4, 4.5, 10.2.8, 15.1.2, 15.4 1.5,2.1.1,2.3.1,2.4.1,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2,4.1.3,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,6-.-3-,-6.3.1,7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4, 15.2.7 11.2 Owner's Loss of Use Insurance 11.3.3 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3-.1-7-,-3.17.1, 4.2.12, 5.3.1 4.2.5, 7.3.9, 9-.2-,-9.2.1.9.3, 9.4, 9.5, 9.6.3, 9-.7-,-9.7.1, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Additions and Deletions Report for AIA Document A201 T — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 4 International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1683311170) 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9-.7�,-9.7.1, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3 7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4 PAGE 8 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4 Project, Definition of the 36-, 3.5.1, 4.2.6, 12.2.1 3.2.1,34,-3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,9.8.2,9.10.1 1.1.2, 2.3, 2.4, 3,,-3.5.1, 3.7.4, 3.15.2, 4.2.6, 4.5, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 1. 1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 11.4.7, 12.1.2 Specifications, Definition of the Speei€entiomSuecifications, The 6.2.1, 9.3.2, 10.2.1.2, 4 )�2410.2.4, 11.4.1.4 PAGE 9 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1 Additions and Deletions Report for AIA Document A201m —2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 5 International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1683311170) 6.1.1, 11.4.5, 11.3.7 3.4.2, 3-.S—,3.5.1, 7.3.8 5.4.1.1, 11.4.9, 14 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7:4, 7.4.1, 8.3, 9.5.1, 9-.7—,9.7.1, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.4, 4.5, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4. 1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14, 15.1.2, 15.4 9.10.5, 11.4.7, 13.4.2, 15.1.6 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 6.1.1, 11.4.5,11.3.7 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 43.713.7.1 PAGE 10 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14, 15.4.1 1.1.1, 2.3, 3.9, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 PAGE 15 § 3.7 DiRMITC FEEL NOTICES AND COMPLIANCE WITH I AwePERMITS FEES NOTICES AND COMPLIANCE WITH LAWS PAGE 16 1 Allewanees allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; Additions and Deletions Report for AIA Document A2011T°" — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1683311170) .3 r-whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. PAGE 18 § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity dmt-which would otherwise exist as to a party or person described in this Section 3.18. PAGE 19 § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate fi �For Payment. The Architect will have authority to act on behalf ofthe Owner only to the extent provided in the Contract Documents. PAGE 21 § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 44-de)-14 day period shall constitute notice of no reasonable objection. PAGE 25 § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9-.2—,9.2., for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. PAGE 31 § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Owner, the Architect and the Architect's eensultants Consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.2 Awl MS LABILITY ITV 161CI IDANGE The Ovmer- shn!' be responsible for- pur-ehasing and maintaining the Ovimer-'s usual liability insur-anee: DEj LETED) PAGE 39 Additions and Deletions Report for AIA Document A201 T°° — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 7 International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/1012013, and is not for resale. User Notes: (1683311170) § 15.3.2 , unless the pfffies intAtially agree Mediatien Weeedafes in effeet en the date of the Agreement. A FeEluest for- fnediatien shall be made in , may be made eenetiffently vAth the filing of binding dispute r-eselutien pr-eeeedings but, in sueh event, friediatien shaH pr-eeeed in adymee of binding dispute r-eseltifien preeeedings, whieh shall be stayed pending mediation fer- a peded ef 60 days from the date of filing-, tmiess stayed fer- a leagef peded by agreement ef the paAies er eeuA efider, if an aftiftfafien is stayed pursuant te this Seefien 15.3.2, the paAies fnay nemetheless proceed te the seleefien ef th6- DELETED § 15.3.3fnediater-'s fee and any filing fees equally. The mediatien shall be held in the plae where the Prejeet is leeated, unless another- leeatien is fntAually agreed upon. Agreements r-eaehed in fnediation shall DELETED Additions and Deletions Report for AIA Document A201 TA° — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:26 on 04/01/2013 under Order No.3625291867_1 which expires on 08/10/2013, and is not for resale. User Notes: (1683311170)