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PS 2017-11-06 Item 2D - Public Safety Plan - Pre-Construction Contract for General Contractor Construction Management
TO: FROM: CC: DATE: City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM Public Safety Committee Rachel Bianchi, Communications and Government Relations Manager Mayor Ekberg November 6, 2017 SUBJECT: General Contractor Construction Manager (GCCM) Services Contract for Fire Stations ISSUE The City requires the services of a construction company for the preconstruction and construction services of the three fire stations included in the Public Safety Plan. After thorough staff review of the candidate firms that responded to the City's Request for Proposals, the City Council is being asked to approve a contract with Lydig Construction Company for a contract not to exceed $372,000.00, which includes preconstruction services for the three fire stations. BACKGROUND In November of last year, the voters in Tukwila approved the City's Public Safety Bond as a part of the overall Public Safety Plan. Included in the bond is funding for three new fire stations to replace the seismically deficient and out-of-date stations at 51, 52 and 54. With assistance from Shiels Obletz Johnsen (SOJ), the project management firm assisting the City in the implementation of the Public Safety Plan, staff determined that the City would reap significant benefits from hiring one contractor for all three stations. These benefits include: • Check real-time cost of construction in each phase and respond accordingly • Vet design team's assumptions to minimize constructability issues, eliminate costly solutions, and calibrate the quality of all station designs • Respond to the escalating market, by procuring early bid packages during the design phase to minimize the cost impact to the project It is important to note that, having one construction company work with one architect to collaborate on design and construction creates an efficient process which enables the streamlined communication and construction process for all three fire stations. On August 31, 2017 the City issued a Request for Proposals for GCCM services. Ultimately, the City received four proposals that were evaluated by SOJ, City Manager, the Police Chief and the court administrator, the judge and the Communications and Government Relations Manager. Three firms were interviewed and Lydig Construction Company was chosen by the interview panel and the results of the final bidding process which included their percentage of fee plus the General Conditions amount. Lydig brings several strengths as a GCCM: • Strength of design of previous public and essential facilities, including the regional SCORE Misdemeanant Jail project. • Confidence in the proposed project manager's qualifications and ability to work with the various constituencies associated with the project. • Experience working on public projects with multiple locations and tight budgets 69 INFORMATIONAL MEMO Page 2 • Experience with and commitment to working with disadvantaged businesses (DBEs) and on projects that include community benefit agreements • History of working as a successful General Contractor Construction Management (GCCM) on projects • Recommendations from project managers on their previous projects, as well as direct conversations with end users who use the facilities they constructed. SOJ allocated a not to exceed amount of $372,000.00 in the budget. The program manager, with significant experience building public projects and an architect herself, has determined this is a good value for the City and taxpayers. Lydig will be given a first Notice to Proceed on Fire Station 51 Preconstruction Services initially, followed by the other two stations at an appropriate time. RECOMMENDATION The Public Safety Committee is asked to approve the contract for Preconstruction Services for Lydig Construction and forward it to the next Committee of the Whole meeting on November 13, 2017. Final approval of the contract would occur at the November 20 meeting. ATTACHMENTS Request for Proposals Proposed Lydig Contract W:12017 Info Memos\GCCM Memo.doc 70 Request for Proposals for General Contractor/Construction Manager (GC/CM) Services For the City of Tukwila Fire Stations 51, 52, 54 Project Submittal Deadline: October 9, 2017 at 3:00 p.m. CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT Page 1 of 11 REQUEST FOR PROPOSALS 71 1.0 PROJECT BACKGROUND The Fire Stations 51, 52, and 54 Project is part of the City of Tukwila's Public Safety Program, which the City developed to address the needs of the community and Tukwila's first responders. The program prioritizes fully funding fire, police and other first responders by investing in safe, modern facilities, as well as fire apparatus and equipment. This includes replacing the City's three seismically -deficient fire stations, guaranteed funding for 20 years for fire apparatus and equipment, building a Justice Center to house the Tukwila Police Department and Municipal Court, and replacing the City's Public Works Shops. The City will make these investments with a mix of City General Fund, Enterprise Funds, impact fees, land sales, and the voter -approved bond that passed on November 8, 2016. This bond measure is the largest capital program executed to date in the City. The timely and successful implementation of all program elements is of the utmost importance to the City to address significant deficiencies in Tukwila's emergency response facilities. 2.0 PROJECT DESCRIPTION All three fire stations are intended to be flexible, with sites large enough to add additional bays, sleeping quarters, community rooms and storage as the City continues to grow and the population requires more first responder support over the next 50 years. While these are three separate buildings, the City views them as one project, as all three facilities need to have consistency in materials, systems, operations and maintenance procedures. Fire Station 51 The current Station 51 is undersized and seismically deficient. Built before our modern understanding of the health issues associated with firefighting, it lacks many of the physical barriers included in modern fire stations to protect firefighters' health. The current location is less than optimal to meet required response times or the needs of the projected population growth of the City. The new Station 51 is proposed to be a 9,426 SQ FT, 2 -bay neighborhood station that will house one ladder truck and one aid car. This station will provide storage for additional fleet vehicles, as well as the Self Contained Breathing Apparatus (SCBA) maintenance room. It will include specific "hot" and "cool" zones, air filtration and other strategies to support firefighter health. The design will include mindful planning of future facilities at this site, including, but not limited to, a future training tower and a large storage barn to house large equipment needed during emergencies. The City has secured and currently owns the new project site for Station 51. Fire Station 52 The current Station 52 is also undersized, seismically deficient and not in the best location to meet the response times for the community. It also has physical deficiencies that do not support the health and safety of firefighters working at the station. The new Station 52 is proposed to be a 15,068 SQ FT, 3 -bay station that will house one ladder truck, one aid car, and one Battalion Chief vehicle, as well as the administrative headquarters for the Fire Department. It will also include a training room that will double as a backup emergency operations center for the City, and accommodations for two community outreach programs: the Ham Radio Club of Tukwila and the Fire Department Explorers Group. The City is engaged in a detailed siting analysis effort to identify a short list of parcels for this Station 52. It is expected the City will have a site control by December 2017. CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT 72 Page 2 of 11 REQUEST FOR PROPOSALS Fire Station 54 The current Station 54 handles the most calls for the City due to its present location, rendering the size of the station significantly inadequate. While the present location is appropriate to meet response times, the building is also seismically deficient and its lot is too small to allow for growth. The current building has similar deficiencies to protect firefighter health and safety as the other two. The new Station 54 is proposed to be 9,287 SQ FT, 2 -bay neighborhood station that will house one engine and a spare bay for a future vehicle, as well as a tool maintenance shop for the Fire Department. The City is also engaged in a detailed siting analysis effort to identify a short list of parcels for this Station54. It is expected the City will have control by December 2017. Sites Selection Process The City engaged an FACETS Consulting to provide information and recommendations for the locations for Stations 52 and 54. Potential locations were determined through a geographical information system (GIS) analysis process. This GIS analysis takes into consideration response times based on national standards, historical response data, street and road access and speed limits, topography, and barriers to response (i.e. bridges, railroad tracks, etc.). In addition to the fire station locations, FACETS provided input on the size of the fire stations and the appropriate location for fire headquarters. Following the FACETS Consulting study, the City hired Heartland LLC to manage the site acquisition process for Stations 52 and 54. The process is underway with a list of potential sites identified. Heartland and team are working through assessing the sites based on siting criteria approved by the City Council. The City Council is prepared to utilize eminent domain on the sites deemed appropriate by fall 2017 with the goal of sites under control by December 2017. Having a GC/CM on board by the fall will provide valuable insights into site constraints and/or constructability issues important for City and team to understand. Early siting investigation have already identified specific challenges related to sensitive site conditions, including high liquefaction zones throughout the City and significant steep slopes, the need for additional traffic control devices, the presence of dual access points at each site, and tight sites in densely populated residential neighborhoods. Final siting choices will take the presence of these conditions into account, in addition to the costs associated with acquisition and development. Please visit www.TukwilaWA.gov/GCCMDocuments for a copy of Programming Document developed by Weinstein A+U regarding the project description and scope of work and programming elements for FS 51, 52, 54. The design team members include: Architect: Weinstein A+U Structural Engineer: Swenson Say Faget Electrical Engineer: Travis Fitzmaurice Mechanical Engineer: The Greenbusch Group Civil Engineer: LPD Engineering 3.0 SCHEDULE The following is the current planned schedule for project events: Design and Construction August 2017 Advertisement for Request for Proposals CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT Page 3 of 11 REQUEST FOR PROPOSALS 73 October 2017 Selection of GC/CM November 2017 Pre -Construction Services Contract November 2017 Start review of Schematic Design by GC/CM 2014 Construction starts GC/CM Selection Process August 2017 Publication of Request for Proposals for GC/CM Services (RFP) in Seattle Daily Journal of Commerce and Seattle Times September 18, 2017 Optional Project Informational Meeting October 9, 2017 Proposal submittal deadline from interested GC/CM firms 4.0 SCOPE OF GC/CM SERVICES The GC/CM will work collaboratively and proactively with the City of Tukwila and Architect regarding the planning, design, development, and completion of the Work in a manner which supports the City's efforts to keep costs within the City's budget. The GC/CM shall provide Construction Management (CM) services throughout the Project, from the preconstruction services through construction completion and shall closely coordinate such work with the Architect and City as provided by the Contract Documents. The GC/CM shall provide CM services, including but not limited to: 1) Assistance in identifying safe work practices and requirements for construction; 2) Assessing and recommending site logistics requirements; 3) Recommending phasing, sequencing of work, and construction scheduling; 4) Providing cost -estimating including MACC Negotiated Support Services budgeting; 5) Determining and reconciling constructability issues and performing constructability analysis of the design documents prior to subcontract bidding; 6) Assessing alternative construction options for cost savings; 7) Identifying products for Value Engineering (VE) and engineering systems for life cycle cost design considerations and recommending all work necessary to support their implementation and; 8) Participating in City of Tukwila Design and Construction Documents Phases coordination reviews. In addition, the GC/CM must be familiar with the local labor and subcontracting market and be capable of working with subcontractors to generate viable pricing alternatives. The GC/CM shall provide full general contracting services for construction of the Project in accordance with the requirements of the Contract Documents and RCW 39.10.210 through 39.10.410, except to the extent work is specifically indicated in the Contract Documents to be the responsibility of others. During preconstruction, the GC/CM shall provide preconstruction services as set forth in the preconstruction services contract and as such be a collaborating member of the project team with the City of Tukwila and the Architect during the Design and Construction Documents Phases prior to construction. The GC/CM shall be responsible for providing necessary consulting expertise to the City to ensure that the program scope is maximized and the construction budget and the Project schedule are met. 5.0 SELECTION AND AWARD PROCESS The City is contracting for GC/CM services in accordance with the process authorized by RCW Ch. 39.10, including without limitation, RCW 39.10.210 through 39.10.410. All Proposers must be registered by the CITY OF TUKWILA Page 4 of 11 REQUEST FOR PROPOSALS FIRE STATIONS 51, 52, 54 PROJECT 74 Washington State Department of Labor and Industries in accordance with RCW 18.27.020. The process for selection of the GC/CM firm, negotiation of the MACC, award of the GC/CM Contract, and payment for Preconstruction Services is as follows: 5.1 Anyone interested in becoming the GC/CM must submit a Proposal in accordance with the requirements set forth in this Request for Proposals for GC/CM Services. 5.2 On the basis of the evaluation criteria set forth in this RFP, the firms submitting proposals will be scored and ranked. The short list of firms will be asked to participate in an interview which will be scored. The Interview scores and Proposal scores will be added together and the selection committee will select the qualified firms to submit a Final Proposal. Firms selected to submit a Final Proposal will be provided with a Request for Final Proposals (RFFP) document providing additional details of the scope of Preconstruction Services, the estimated MACC, and the detailed Specified General Conditions requirements. The finalist firms will submit Final Proposals which are sealed bids for the Percent Fee, stated as percentage of the estimated MACC, and a fixed amount for the detailed Specified General Conditions Work in response to the RFFP. 5.3 The Final Proposals will be evaluated and the scores added to the other scores. The firm with the highest score, based on the selection committee's evaluation of the original Proposal and the Interview, and the results of the Final Proposal will be asked to submit a Preconstruction Work Plan. Subject to approval of the Preconstruction Work Plan by the City, the Contractor shall immediately execute an Agreement for Preconstruction Services, which shall be solely for the performance and payment of Preconstruction Services. If the Contractor fails to submit an acceptable Preconstruction Work Plan to the City within fourteen (14) calendar days of the City's request, the PDA may select the next highest ranked firm for entering into an Agreement for Preconstruction Services and GC/CM contract. MACC negotiations will occur when the scope of the project is adequately defined and the Contract Documents are at least ninety percent (90%) complete as mutually determined by the GC/CM and the PDA, but no later than the conclusion of Construction Documents. At the time a MACC is successfully negotiated, the parties will sign the GC/CM Contract, which contract shall replace, supersede and incorporate the Agreement for Preconstruction Services, thereby merging the GC/CM Contract and the Agreement for Preconstruction Services. 5.4 MACC negotiations will take place prior to execution of the GC/CM Contract. MACC negotiations shall be completed within 30 days of the receipt of the Contractor's MACC estimate. The Contractor's MACC estimate shall be completed no later than three weeks from receipt of the construction documents to be used for MACC negotiations. Should the Contractor and City not agree on a satisfactory MACC that the PDA determines to be fair, reasonable and within the available funds, the City may suspend or cancel the negotiations and begin to negotiate with the next highest ranked firm or terminate the process. Should the City choose to suspend or cancel the negotiations upon failure to achieve a MACC, such suspension or cancellation will be effective upon receipt of written notification to the Contractor. Contractor shall not be reimbursed for the cost of MACC negotiations. 6.0 INFORMATIONAL MEETING An optional pre -proposal conference will be held at current Fire Station 51 on September 18, 2017 at 9:00 A.M. at Tukwila Fire Station 51, 444 Andover Park E, Tukwila WA 98188. 7.0 SUBMITTAL DEADLINE CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT Page 5 of 11 REQUEST FOR PROPOSALS 75 One original unbound and (7) comb bound (8'/2 x 11 format) copies of the Proposal in response to this RFP containing the items listed in Sections 8 and 9 below must be received at the City of Tukwila offices no later than 3:00 P.M. on October 9, 2017. Submittals shall not be longer than 15 sheets (30 double sided pages). Submittals sent by mail or courier shall be sent to the address below and must be delivered to the City of Tukwila office by the deadline stated above. Faxed or e-mailed submittals will not be accepted. City of Tukwila Fire Stations 51, 52, 54 6200 Southcenter Blvd Seattle, WA 98101 Attention: Carrie Holmes 206.793.6547 cholmes@axispnd.com If there are questions about submittal requirements please contact the individual noted above either by e- mail or phone. Questions submitted after the questions due date and time will not be answered. Any addenda issued for this RFQ will be published at the following website address: www.TukwilaWA.gov/GCCMDocuments. Contractors are responsible for checking the website prior to submission of Proposals for any addenda. If you are unable to download the addenda, you may contact the individual noted above. 8.0 PROPOSAL FORMAT Every Proposer must reply to each of the evaluation criteria set forth below in a clear and concise manner. Failure to reply to each criterion will result in proposal rejection. Responses must be in the same order as listed, clearly separated and labeled by response. Brevity is preferred. Pay attention to specific requests for information. The submittals shall be organized in a manner that will enable the GC/CM selection committee to quickly access pertinent information. In consideration of the reviewer's time, every effort should be made to avoid duplicating the information presented in the Proposal. Submittals shall not be longer than 15 sheets (30 double single sided pages). 9.0 PROPOSAL EVALUATION CRITERIA: (70 points) All Proposals received will be scored by a selection committee consisting of representatives from the City and Fire staff, the Architectural consultant, and other project individuals assigned to the committee. Each evaluation criterion has been assigned points based on its relative value to the contract as a whole. The Proposal criteria and their associated points are as follows: 9.1 Letter of Interest: (1 point) The Letter of Interest should not be more than two (2) pages long and may contain any information not shown elsewhere in the submittals. Clearly indicate the project name. 9.2 Qualifications of the Firm: (10 points) Provide a brief description of the history and capabilities of the firm. Describe types of projects or services the firm normally performs and dollar value of each. If the firm is a joint -venture, describe the component parts and indicate where the partners have had experience working together. 9.3 Ability of the Firm's professional personnel: (9 points) Describe the proposed Project Team, including team members, the organization, and the responsibilities of each team member. Provide an organization chart showing the staffing proposal for the key individuals assigned to the Project Team. Prepare a separate listing for the preconstruction and construction phases. At a minimum, the corporate executive dedicated to the Project, the project manager, the CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT 76 Page 6 of 11 REQUEST FOR PROPOSALS superintendent, the estimator, the scheduler, and the safety officer shall be identified. List the title of the position, the name and qualifications of the individuals to be assigned. For each individual identified in the proposal, include a resume with the history of employment, education, work experience, length of time with the firm, and any other information the selection committee might find useful in evaluating the qualifications and abilities of the individuals nominated, including but not limited to, experience in management of comparable projects, critical path method schedule preparation and analysis, and pricing and negotiation of change orders. Note: If selected, Proposer acknowledges that it will provide for the duration of the Project, the full complement of staff, including the specific persons identified in its Proposal. 9.4 Past performance of the Proposer in Projects with Multiple Locations and Complex Phasing: (5 points) What experience has the Proposer had in completing GC/CM and Total Contract Cost (TCC) projects? Provide a list of similar projects the firm has in the last seven years completed. For each project provide a description of the project, the duration of construction, the final cost, a description of the Preconstruction Services performed, a reference with telephone number who is familiar with your firm's performance in completing the project, and note if any of the individuals named in your Project Team participated as members of the project team for the listed project. If your firm has not completed five GC/CM projects in Washington, then list projects you believe were successfully completed using a similar GC/CM or (TCC) format. 9.5 Ability of the Firm to meet time and budget requirements: (5 points) Describe how your firm would monitor and ensure the Fire Stations program scope is maximized and the construction budget and project schedule are met at every phase of the Design and Construction Documents development and during construction. What estimating and scheduling systems and management techniques does your firm employ to achieve success in the aforementioned items? Provide the following additional information for each of the five projects listed in your firm's response to paragraph 9.4 above: 1) Owner's original estimate; 2) original Total Contract Cost; 3) final contract cost; 4) original contract substantial completion date; and 5) actual date of substantial completion. 9.6 Firm's proximity to the Project location: (2 points) Demonstrate your firm's experience in successfully completing construction projects in the Seattle/King County greater metropolitan area and your success in working with local subcontractors and suppliers, permitting officials and design professionals. Indicate your firm's proximity to the Project location, familiarity with the local labor and subcontracting market, and capability of working with subcontractors to generate viable pricing alternatives. 9.7 Recent, current and projected workload of the Firm and of Individual Team Members: (5 points) What has been your firm's annual volume (in dollars) of construction for the past five years? What is the anticipated volume for the current year and what is your plan for the next two years? How would your firm's participation in this project affect that plan? Provide the firm's bonding capacity and address the ability of the firm to bond this project. List the name, contact person, and telephone number of your bonding agent, and include a statement from your bonding agent pertaining to the commitment to bond this project. We are requesting that the team members proposed by the firm be involved from start to finish. It is essential to project success that there be team member continuity. Demonstrate your commitment to this and show team member availability through the project and phases. 9.8 Firm's approach to executing the Project: (10 points) Discuss the firm's approach to construction and completing the project. Discuss the major challenges to successful completion and how the firm proposes to approach them. Describe any expectations of the City team, including but not limited to, the extent of on-site architectural and/or engineering representatives during major construction or installation phases. This project is CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT Page 7 of 11 REQUEST FOR PROPOSALS 77 subject to the provisions of RCW 39.10.210 through 39.10.410, effective July 1, 2007. Specifically address your firm's approach to RCW 39.10.370 (2), and (3). How would your firm approach the use of pre-MACC subcontractor bidding in establishing the negotiated MACC as authorized by RCW 39.10.370 (2)? Prior to establishment of the MACC, the City may consider authorizing the GC/CM to proceed with phased bidding, award of subcontract construction packages, and construction in accordance with RCW 39.10.370 (3), and as noted in Section 3.2. What risks and opportunities do these approaches present to the City and GC/CM? How would your firm propose that these risks be addressed in the MACC negotiations and in the contract? Describe your firm's experience with working on projects seeking to maximize sustainable construction practices. Indicate initiatives the firm has employed to achieve sustainable features and/or construction processes beyond those defined in the Contract Documents. Include your experience and philosophy of utilizing EC/CM and MC/CM on these projects, noting anticipated pros and cons. 9.9 Accident Prevention Program: (3 points) Provide a one page summary of your team's accident prevention program and submit your team's EMR and OSHA Lost time Accident Rate for the past five years. 9.10 Preconstruction Services: (10 points) Describe your firm's philosophy and approach to Preconstruction Services. Specifically address the following Preconstruction responsibilities: (1) Cost tracking, cost -estimating and reconciliation with second parties; (2) Providing Design and MACC Negotiated Support Services budgeting; (3) Providing Design and Construction Document coordination comments and verifying their implementation; (4) Determining and assessing constructability issues including providing assistance in identifying safe work practices and requirements for construction; (5) Proposing Value Engineering and assessing alternative construction options, products and engineering systems for cost savings and life cycle cost design considerations; (6) Investigation of existing conditions to ensure the construction documents will reflect the actual site conditions; (7) Scheduling, making recommendations for change and advising long lead procurement packages to ensure the project schedule; (8) Recommending phasing and sequencing of work to minimize impacts to FS operations; (9) Assessing and recommending Site logistics requirements; (10) Subcontract Plan preparation and procurement planning. (11) Provide two or more examples of projects that demonstrate the range of Preconstruction Services your firm has provided on previous GC/CM projects, or private sector projects with a TCC. 9.11 Quality Control: (3 points) Provide a one page summary of your firm's approach to quality control during construction including coordination of subcontract work and building systems commissioning. In this summary include a description of the quality control organization your firm plans to employ and the levels and authority of the individuals' assigned quality control. Describe your firm's experience utilizing Building Information Modeling (BIM) and how it might be applied to this project. Provide examples in which BIM was used by your firm, how it's use added value to projects and how it ultimately benefits the City. What role would you propose be taken by CITY OF TUKWILA Page 8 of 11 REQUEST FOR PROPOSALS FIRE STATIONS 51, 52, 54 PROJECT 78 the A/E team in BIM? What issues might be expected in the application of BIM and how might they be addressed? Compare the cost of BIM to other coordination techniques including Coordinated Shop Drawings. 9.12 Self -Perform Work (2 points) Indicate the scope of work the firm proposes to self perform and its ability to perform it. Estimate the total scope of work that the firm proposes to self -perform on the project and state as a percentage of the total project. Identify the work and state whether this is work the firm typically performs on construction projects, and the firm's qualifications to self -perform the work. 9.13 Past Performance on Workforce Diversity (5 points) The City of Tukwila is considering piloting a program similar to the City of Seattle's CWA/PLA agreement for this project. Provide a summary of your firm's performance in the state of Washington over the last five (5) years on projects of similar size and scope (whether delivered via the GC/CM delivery approach, or not) in utilization of SBE/DBE/WBE firms and hiring from economically distressed areas within the region where the project occurred. For each project, include the following: • Name of the project • Date of substantial completion • Name of the owner and contact person with email and phone • Final contract value • Owner's utilization goals for the project (if any) and the overall percentage of the final contract value paid to SBE/DBE/WBE • Contractor outreach plan • Apprenticeship goals and utilization rates (if any) • Hiring goals and utilization rate of workers from economically distressed areas local to the project 10.0 INTERVIEW: (45 points) After scoring Proposals the selection committee will select a short-list of the firms to interview. Prior to the interview references will be checked by the selection committee. Should your firm be invited to Interview, questions will be directed solely to the proposed Project Team. At a minimum the corporate executive dedicated to the project, the project manager, the superintendent, estimator, and other key individuals responsible for Preconstruction Services shall be in attendance. In addition to presenting its qualifications, experience, and approach to the project, the Project Team will be expected to respond to questions from the selection committee regarding the Proposal as well as any questions that have been posed in the notification letter to your firm. 11.0 FINAL PROPOSALS: (15 points) The firms that the selection committee believes to be the most qualified based upon their Proposal and Interview scores will be requested to submit a Final Proposal for Percent Fee and Specified General Conditions Work. Final Proposals will be evaluated as follows: Low Conforming Proposal - 15 points Proposals within 5% of Low Proposal* - 14 points Proposals within 10% of Low Proposal* - 12 points Proposals within 15% of Low Proposal* - 9 points Proposals within 20% of Low Proposal* - 5 points Others - 0 points CITY OF TUKWILA Page 9 of 11 REQUEST FOR PROPOSALS FIRE STATIONS 51, 52, 54 PROJECT 79 * Computed as follows: Proposal being evaluated - Low Conforming Proposal Low Conforming Proposal Firms asked to submit Final Proposals shall submit two bid numbers on a Final Proposal Form to be provided. The first number shall be for the Percent Fee, the second shall be for the Specified General Conditions Work. The terms Percent Fee and Specified General Conditions Work will be specifically defined in the Request for Final Proposals (RFFP) to be provided to those firms selected to submit Final Proposals. 11.1 State your Percent Fee as a percentage and multiply it by the estimated "MACC" (Maximum Allowable Construction Cost) indicated in the RFFP document to determine a single lump sum number for the dollar amount of the Percent Fee. The dollar amount of the Percent Fee will be added to the fixed dollar amount for the detailed Specified General Conditions Work to determine a single number for the proposal sum. 11.2 In completing the Final Proposal Form, the Proposer must enter a number for both the Percent Fee and the detailed Specified General Conditions Work. No other entries, modifications, or qualifications shall be made to the Final Proposal Form. Failure to comply in full with these requirements shall be grounds for a Final Proposal being declared non-responsive. The City reserves the right to reject any or all Final Proposals, and to waive informalities or non -material irregularities in the Final Proposals received. 11.3 The name, address, and Contractor's registration number shall be typed or printed on the Final Proposal Form in the space provided. 11.4 Final Proposals must be (1) submitted on the forms furnished by PDA or on copies of those forms, and (2) manually signed in ink. The person signing the Final Proposal Form must initial each page. 11.5 Proposers shall submit bid amounts in the format provided in the Final Proposal Form. Only the amounts and information asked for in the Final Proposal Form furnished will be considered as the bid. All blank spaces must be filled in. Failure to complete the blank spaces will result in proposal rejection. 11.6 Clearly identify the project name on the outside of the bid envelope. 12.0 FINAL SELECTION The firm with the highest total score (Total Possible: 130 points) resulting from the selection committee's scoring of the Proposal, the Interview, and the results of the Final Proposal will be selected to provide Preconstruction Services and for MACC negotiations. In the event of a tie in total score the firm with the lowest conforming Final Proposal (bid) will be selected. 13.0 Contract Document Attachment IV is a DRAFT Pre -Construction Contract. The City anticipates using a modified A201 with project specific attachments. Also anticipated is a modified AIA agreement for BIM protocol. Attachments: Project Description II Project Justification III Weinstein A+U Documents IV Pre -Construction Contract DRAFT V Public Advertisement for GC/CM VI Preliminary Project Schedule CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT 80 Page 10 of 11 REQUEST FOR PROPOSALS VII Payment and Performance Bond CITY OF TUKWILA FIRE STATIONS 51, 52, 54 PROJECT Page 11 of 11 REQUEST FOR PROPOSALS 81 82 Init. 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 AGREEMENT made as of the day of in the year (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status and address) City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 and the General Contractor/Construction Manager, which for the purpose of this Agreement is identified as the Construction Manager: (Name, legal status and address) Lydig Construction 3180 139the Ave SE Suite 110 Bellevue WA 98005 for the following Project: (Name and address or location) Tukwila Fire Stations 51, 52 and 54 Tukwila WA The Architect: (Name, legal status and address) Weinstein A+U LLC, Limited Liability Company dba: Weinstein A+U Architects + Urban Designers LLC 2200 Western Avenue Suite 301 Seattle WA 98121 The Owner's Designated Representative: (Name, address and other information) Justine Kim Shiels, Obletz, Johnsen, Inc. 800 Fifth Ave., Suite 4130 Seattle WA 98014 The Construction Manager's Designated Representative: (Name, address and other information) Kiel Lunsford 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 TM -2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document A133TM — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 83 Init. 84 Lydig Construction 3180 139the Ave SE Suite 110 Bellevue WA 98005 kkunsford'a lydig,com (206) 510-3605 (mobile) The Architect's Designated Representative: (Name, address and other information) Ed Weinstein Weinstein A+U Architects + Urban Designers LLC 2200 Western Avenue Suite 301 Seattle, Washington 98121 Telephone Number: (206) 443-8606 Fax Number: (206) 443-1218 The Owner and Construction Manager agree as follows. AIA Document A133TM — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 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 EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B CONSTRUCTION MANAGER'S HOURLY RATES ARTICLE 1 GENERAL PROVISIONS § 1.1 The Contract Documents The Contract Documents consist of this Agreement, the September 1, 2017, Request for Proposals for General Contractor/Construction Manager for the City of Tukwila Fire Stations 51, 52, 54 Project, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed or described in this Agreement or the General Condition A201- 2007 Section 1.1.1, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal establishing the "Total Contract Cost" ("TCC"), which means the Preconstruction Work Allowance + Maximum Allowable Construction Cost ("MACC") + Fixed Fee + Fixed Amount for Specified General Conditions work + applicable Washington State sales tax, the Contract Documents will also include the Guaranteed Maximum Price Amendment. The Contract Documents form the Contract, which 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. § t2 Relationship of the Parties § 1.2.1 The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect through every phase of the Work and exercise the Construction Manager's best skill, efforts, and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and most expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. The Construction Manager further recognizes that in order for the Project to be completed on time and within the TCC, the Construction Manager, the Architect and the Owner will have to closely cooperate on a regular basis to revise plans, drawings, specifications, materials, methods, estimates and budgets as necessary to meet the Owner's financial constraints. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 85 Init. 86 § 1.2.2 This Agreement does not make the Construction Manager the agent or legal representative of the Owner for any purpose whatsoever, and the relationship of the Construction Manager to the Owner by reason of this Agreement shall be that of an independent contractor. The Construction Manager is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the Owner or to bind the Owner in any manner or thing whatsoever. § 1.2.3 Both parties hereto, in the performance of the Contract, will be acting in their individual capacities and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. The Construction Manager's staff shall work under the direction and control of the Construction Manager The Construction Manager shall ensure that all Construction Manager's staff are properly trained and fully equipped to perform their assigned tasks. The Construction Manager shall provide any necessary reasonable accommodations to enable Construction Manager's staff to perform assigned tasks § 1.2.4 The parties agree that no person supplied by Construction Manager in the performance of obligations under this Agreement is an employee of the Owner, and that no rights in the Owner's civil service, retirement system, other employee benefits, or personnel rules shall accrue to such persons. Construction Manager shall have total responsibility for all salaries, wages, bonuses, retirements, withholdings, worker's compensation, other employee benefits and all taxes and insurance premiums pertinent thereto concerning such persons used by them in the performance of this Contract; and Construction Manager shall indemnify, defend, save and hold the Owner harmless with respect thereto. § 1.2.5 The Construction Manager shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance and integrity. Construction Manager's staff must be cooperative and work in harmony with each other, Owner employees, other Owner contractors, and Owner customers at all times. While on the Owner's work premises, Construction Manager's staff must comply with all City ordinances related to behavior and conduct required by invitees and Owner employees. Any Construction Manager's staff found in violation of any ordinance or regulation may be asked to immediately leave Owner premises. The Construction Manager must be prepared to provide an immediate replacement. § 1.3 General Conditions For the Preconstruction Phase, the general terms of the AIA Document A201Tm-2007, General Conditions of the Contract for Construction as modified by Owner ("A201-2007"), and those terms that are identified in this Agreement or the A201-2007 as applicable to the Preconstruction Phase or Services shall apply. 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 "Contractor" as used in A201-2007 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3. Other sections of this Agreement apply to the phase identified therein; if no phase is identified, the Section applies to both the Preconstruction and Construction Phases. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.1 Preconstruction Phase § 2.1.1 The Construction Manager shall provide preconstruction services, including but not limited to: assisting the Architect and its sub -consultants with planning and design; life cycle cost -engineering; scheduling; cost -estimating; determining constructability; assessing alternative construction options for cost savings including assistance to the Owner with development tasks necessary to support the construction effort; and identifying and organizing Subcontractor bid packages (collectively and inclusive of all services described in in Section 2.1.3, "Preconstruction Services"). Preconstruction Services shall be provided throughout the preconstruction period and shall be closely coordinated with the Architect's and Owner's representatives. The Construction Manager shall work collaboratively and proactively with the Owner and Architect to proceed with the planning, design, and development of the work in AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. a manner which supports the Owner's efforts to maintain the MACC. Both the Construction Manager and the Architect shall be given direction by the Owner or the Owner's designated Representative. The relationship between the Construction Manager and the Architect is intended to be collaborative and proactive, both participating on the same team with the Owner. Construction Manager's Preconstruction Services will commence at the end of Schematic Design Phase and are anticipated to be complete by October 2018 for Fire Station 51. Preconstruction Services for Fire Station 52 and 54 are anticipated to commence September 2018 and be complete in August 2019. § 2.1.2 Consultation The Construction Manager shall actively participate as a member of the Project team with the Owner and the Architect during the design phases prior to construction. The purpose of this consulting responsibility is to provide the expertise necessary to ensure that the MACC and the Project schedule are met. The Construction Manager will work collaboratively with the Architect, but will provide input through the Owner's Designated Representative unless otherwise authorized by the Owner. During this Preconstruction Phase, the Construction Manager's Project Manager or higher-level person will attend all design meetings and provide or oversee the services of the Construction Manager to ensure development of a high quality, functional, constructible, and cost-effective Project. § 2.1.3 Preconstruction Services .1 General The Construction Manager shall review all Drawings and Specifications and Contract Documents developed with respect to the Project, and advise and make recommendations to the Owner's Designated Representative and Architect regarding such matters as construction feasibility, possible economies, time requirements for procurement and construction, means and methods, estimates and projected costs as necessary to meet the Owner's financial and schedule constraints. By reviewing, advising, or making such recommendations, the Construction Manager will not be deemed to have assumed the Architect's or consultants' design obligations with respect to the Contract Documents developed by them. The Preconstruction Services also include value engineering, cost estimating, scheduling, identification and organization of subcontract packages, procurement strategies, and analysis of labor and material conditions. .2 Preconstruction Administration and Planning The Construction Manager shall: A. Have a Project Manager or higher-level person attend at least weekly coordination meetings to discuss design, permitting, schedule, construction planning, and other Project coordination issues. B. Prepare a detailed milestone schedule for the Project from the onset of Design Development through the completion of construction, commissioning and Substantial Completion. The schedule shall identify work to be performed by the Architect, the Construction Manager, and the Owner. In developing the activities for this schedule, the Construction Manager shall consult with both the Owner and Architect to ensure that the responsibility for and duration of these activities is accurate. The schedule shall be submitted for Owner for approval at the 100% Schematic Design stage. C. Develop cost accounting and job management reporting systems to be used during construction. D. Assist in the development of the Project labor agreement, if one is utilized, coordinate all labor issues, and work with building trade unions for their constructive involvement in the Project. E. Perform other preconstruction administration and planning services as required by the Owner's Designated Representative. .3 Design Review AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 87 Init. 88 The Construction Manager shall: A. Conduct timely design review of the Project at each scheduled design review phase: Schematic Design, Design Development, and 50% and 100% Construction Documents. Design review shall include budget, constructability, value engineering, completeness, and coordination. The Construction Manager shall provide written design review comments to Owner's Designated Representative and Architect within four (4) weeks from receipt of the design documents for each phase. B. Review the drawings and specifications for the final design development submittal for viable value engineering ("VE") recommendations. The Construction Manager shall create a value engineering tracking system which identifies each VE proposal, provides a cost estimate of the savings and/or explanation of added value to the Project if the proposal is accepted, indicates the date by which a decision must be made to incorporate the VE proposal, indicates the current status of the VE proposal and the team member with current action, and the date the proposal was accepted or rejected. C. Review and comment on all studies including preliminary and final EIS, basis of design report, etc. The Construction Manager shall cooperate in other design reviews as required by the Owner's Designated Representative. D. Propose a breakdown of bid package and work buy out. A Work for Construction Documents The Construction Manager shall provide the following services during the Construction Document phase: A. Determine subcontract bid packages and material procurement packages and identify those that could be advertised prior to the completion of construction documents. If the Owner's Designated Representative concurs that the Project will benefit and if funds are available, the Owner's Designated Representative may, at its option, elect to authorize the Construction Manager to advertise and award subcontracts or material procurements for long lead-time items in advance of completion of Construction Documents. The Construction Manager shall prepare procurement documents for long lead-time materials as necessary. B. Revise the Project schedule as required to reflect changes that have occurred during design or to reflect a change or more refined schedule for procurement of materials, subcontract buyout or construction. The Construction Manager shall provide weekly updates at the coordination meetings. C. Prepare and process the application(s) for all necessary permits except the master use and building. The Construction Manager shall monitor and expedite the permitting process as necessary to ensure that all construction permits are received in a timely fashion. D. Monitor the development of the Construction Documents. The Construction Manager shall provide value engineering and constructability reviews of elements of design when requested by the Architect and approved by the Owner. E. Prepare construction cost estimates within four weeks of receipt of documents from the Architect for the entire Project based on both the mid- and final Construction Documents submittals. If the estimate exceeds the MACC, the Construction Manager shall take whatever actions are necessary in conjunction with the Architect and Owner to reduce the cost of the Project to within the MACC. F. Complete an interdisciplinary plan check of both the mid- and final Construction Documents submittals. The Construction Manager shall provide comments to the Owner's Representative and Architect. The Construction Manager shall verify that the comments are incorporated into the Contract Documents. G. Review the record drawings and investigate the existing conditions at the Project site to ensure that the Construction Documents reflect the existing conditions. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. .5 Schedule The Construction Manager shall: A. Develop and keep current a master critical path schedule for the Project that includes design and construction activities as well as applicable regulatory agency, outside entity, Project team, and Owner activities and constraints. The schedule shall identify all long -lead procurement items. In developing the activities for this schedule, the Construction Manager shall consult with both the Owner's Designated Representative and Architect to ensure that the responsibility for and duration of these activities is accurate. B. Monitor and update the schedule monthly and discuss the need for corrective action with the Owner's Designated Representative and the Architect in weekly coordination meetings. C. Develop a bid packaging/phasing strategy and schedule. D. Develop a procurement strategy and schedule for direct purchase of materials, furnishings, fixtures, and equipment by the Owner's Designated Representative. The Construction Manager shall adjust the Construction Schedule accordingly. E. With the Owner's Designated Representative, establish a schedule for establishment of the MACC and TCC. .6 Budget The Construction Manager shall: A. Provide a detailed cost estimate for the Project at those points in the design review phases described in Subsection 2.1.3.3.A. The Construction Manager shall identify the margin of accuracy of estimates and identify appropriate contingencies. The Construction Manager's estimate shall employ a Uniformat system and also Bid Package format so it can be compared to other estimates. Formats will be coordinated with those used by the Architect. The Construction Manager shall monitor and update the budget each month and discuss the need for corrective action with the Owner's Designated Representative and Architect at progress meetings. B. Provide value engineering alternatives and cost reduction suggestions to the Architect and Owner's Designated Representative, such that the implementation of the proposed measures would maintain the design within budget without compromising the Owner's basic needs. C. Evaluate the availability and supply of labor and materials and the effect of market conditions on the budget, including the possibility of foreign -purchased materials. D. Prepare budget for long lead items. § 2.1.4 Allowance for Preconstruction Services and Compensation for Preconstruction Services § 2.1.4.1 The Owner has established an allowance for Preconstruction Services of Three Hundred Seventy Two Thousand Dollars ($372,000) (the "Preconstruction Services Allowance"). § 2.1.4.2 Within seven (7) days of being notified it will be recommended for selection to the City Council, the Construction Manager shall submit a plan for the Preconstruction Services work ("Preconstruction Work Plan" or "Plan"). The Preconstruction Work Plan shall include a schedule of the activities included in the scope of work for Preconstruction Services and will identify the individuals the Construction Manager intends to use to accomplish the tasks assigned. If the Plan is not satisfactory to the Owner, the Owner will advise the Construction Manager of the shortcomings in the Plan and require the Construction Manager to resubmit the Plan. The Preconstruction Work Plan shall also include the anticipated number of hours needed to complete each activity, the name(s) of the AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 89 Init. 90 individuals that will be used to complete each task and an hourly rate for each individual. The hourly rates multiplied by the number of hours needed to complete all tasks shall not exceed the Preconstruction Services Allowance, unless adjusted pursuant to mutual agreement of the Owner and Construction Manager, and once approved by the Owner shall constitute the "Preconstruction Services NTE Limit." The Construction Manager will not be entitled to any compensation for Preconstruction Services until the Owner approves Construction Manager's Preconstruction Work Plan. § 2.1.4.4 The Construction Manager will be paid an amount not to exceed the Preconstruction Services NTE Limit for Preconstruction Services. In the event the Construction Manager incurs costs and expenses in excess of the Preconstruction Services NTE Limit, the Construction Manager shall bear such costs and expenses and shall have no claim against the Owner on account thereof. § 2.1.4.5 If, in the performance of the Preconstruction Services, the Construction Manager performs any services normally associated with the Construction Phase of the Project, the cost of such services shall be included in the MACC or shall be paid as an additional service based on the Construction Manager's billing rate for such services, as shown in Exhibit B hereto, and expenses, without markup, if the work of the Construction Manager for the Project does not proceed beyond the Preconstruction Phase. § 2.1.5 Phased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues. (Paragraphs deleted) § 2.1.6 Notices and Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, charters, 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. (Paragraphs deleted) § 2.2 Guaranteed Maximum Price Proposal and Establishment of Total Contract Cost (TCC) § 2.2.1 The Total Contract Cost will be determined through a negotiation of the MACC conducted when Construction Documents are 90% complete. The MACC negotiations are separate from Preconstruction Services, and the Construction Manager shall not be reimbursed for the work related to MACC negotiations. § 2.2.2 Guaranteed Maximum Price Proposal. At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance. The Guaranteed Maximum Price proposal shall state the Preconstruction Services NTE Limit, the TCC, and shall separately state the TCC components: the negotiated MACC (including separately listing the Negotiated Support Services, Subcontractor Bonds, and MACC Contingency); the Fixed Fee; the Fixed Amount for Specified General Conditions work; and applicable Washington State sales tax. § 2.2.3 (Paragraphs deleted) Total Contract Cost (TCC) and Guaranteed Maximum Price Amendment § 2.2.3.1 The TCC shall be determined through a negotiation of the MACC between the Construction Manager and the Owner, and established by the Guaranteed Maximum Price Amendment. The Construction Manager shall not be reimbursed for any efforts related to MACC negotiations. The "Contract Sum," as used in the Contract Documents, shall refer to shall refer to the TCC. § 2.2.3.2 By executing the Guaranteed Maximum Price Amendment, the Construction Manager represents and acknowledges that the TCC is reasonable compensation for all of the Work, that the Contract Time set forth in the Construction Schedule is adequate for the performance of the Work, and that Construction Manager has carefully examined the Contract Documents and the Project site, including any existing structures, and that it has satisfied itself as to the nature, location, character, quality and quantity of the Work, the labor, materials, equipment, goods, AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. supplies, work, services and other items to be furnished and all other requirements of the Contract Documents, as well as the surface conditions and other matters that may be encountered at the Project site or may affect performance of the Work or the cost or difficulty thereof, including but not limited to those conditions and matters affecting: transportation, access, disposal, handling and storage of materials, equipment and other items; availability and quality of labor, water, electric power and utilities; availability and condition of roads; normal climatic conditions and seasons; physical conditions at the Project site and the surrounding locality; topography; and equipment and facilities needed preliminary to and at all times during the performance of the Work, and furthermore acknowledges that no variation in the aforesaid site conditions from those observed, assumed, reasonably inferable or contemplated by the Construction Manager shall form the basis for any claim of changed condition by the Construction Manager. By executing the Guaranteed Maximum Price Amendment, the Construction Manager further acknowledges it shall be responsible for coordinating the activities of its Subcontractors of any tier during the Construction Phase, shall be responsible for discharging all of the Construction Manager's obligations under the Contract Documents and, during all phases, shall advise and work with the Owner, Architect and consultants and Subcontractors to make recommendations for alternate or substitute technologies, construction techniques, methods, materials, and practices based on cost savings, time saving and/or other related efficiencies and quality enhancements. The Construction Manager further represents that it is fully qualified and properly licensed, equipped, organized, financed and staffed to perform the Work and services under the Contract and such additional Work and services as the Owner may request (provided, however, that nothing in the Contract shall be deemed to require, authorize or permit the Construction Manager to perform any act which would constitute the practice of architecture, professional engineering, certified public accounting or law), and shall provide, in a timely, efficient and professional manner the Work and services in accordance with the Project and Construction Schedules. § 2.2.4 Maximum Allowable Construction Cost (MACC) § 2.2.4.1 All forms of Construction Manager compensation including Subcontractor bonds, MACC contingency and Negotiated Support Services are contained within the MACC. The MACC is the amount mutually agreed to between the Owner and Construction Manager that is required to complete all Work as described in the Contract Documents, except Work Services, and Owner -directed changes. The Owner shall maintain a contingency for Owner -directed changes. § 2.2.4.2 The Construction Manager shall be responsible for all costs related to Subcontractor claims or charges that result from mistakes or omissions in the subcontract buyout, coordination errors and omissions in the Construction Documents that the Construction Manager reasonably should have detected, or interference between Subcontractors and the Construction Manager or between Subcontractors and other Subcontractors. If contingency funds are available within the MACC, Construction Manager may use said funds to offset the costs outlined in this section. If contingency funds are not available within the MACC, Construction Manager will be responsible for the overages. § 2.2.4.3 As part of the MACC negotiations, the Construction Manager shall provide the Owner a complete cost estimate in a format agreed to by the Owner and Architect and a Subcontract Plan satisfactory to the Owner outlining the subcontract packages and procurement schedule for each package the Construction Manager intends to prepare to execute the Project. The Subcontract Plan shall include a statement regarding the Work the Construction Manager intends to self -perform (if any) and an affidavit stipulating that the Construction Manager customarily performs such work. § 2.2.4.4 Supplemental Contract Documents. The Construction Manager recognizes that the Contract Documents may not be fully completed or developed at the time of the execution of the Guaranteed Maximum Price Amendment. The Construction Manager agrees to cooperate with the Owner and the Architect in order to satisfy the Owner's requirements for the Project and to incorporate all the Work described under other Contract Documents hereafter completed or developed. The Construction Manager and the Owner recognize that construction may commence on the basis of scope or incomplete Contract Documents; and in such event, additional Contract Documents will be prepared and issued, from time to time, for purposes of construction which will detail more completely all requirements of the Work. The Construction Manager and Owner have agreed to the Maximum Allowable Construction Cost set forth in the Guaranteed Maximum Price Amendment. The Construction Manager represents to the Owner that the Contract Documents are sufficiently complete to enable the Construction Manager to establish the Total Contract Cost of the Work, and the issuance of subsequent Contract Documents will not affect the TCC of AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 91 Init. 92 the Work, unless a change in the scope of the Work is required. A change in the scope of the Work is not warranted if the portion of the Work was reasonably inferable from or contemplated by, or a prudent contractor should have realized that same was necessary or appropriate under the Contract Documents in existence at the time the TCC of the Work was approved by the Owner. During performance of the Work, the Construction Manager agrees to use its best efforts, exercising its best and prudent judgment, to accomplish the Work in conformance with, and as required or described by, or referred to in, the Contract Documents then available and developed. § 2.2.5 Construction Manager's Fee and Specified General Conditions § 2.2.5.1 Construction Manager's Fee. The Construction Manager's "Fixed Fee" shall be stated as a percentage in Construction Manager's final bid proposal and Article 5. Other than Washington State Sales Tax, Construction Manager's "Fixed Fee" shall cover all B&O taxes owed by the Construction Manager. The "Fixed Fee" shall include all profit (and loss) of the Construction Manager as well as home or regional general overhead office expenses of the Construction Manager during construction phase and all general home office staff time assigned to this Project. § 2.2.5.2 Specified General Conditions Work. The dollar amount for the "Specified General Conditions Work" shall be that amount stated in the Construction Manager's final Bid Proposal and in Article 5. The "Specified General Conditions Work" shall consist of salaried project staffing as defined in GC/CM Bid Requirements, Part 3 - "Specified General Conditions Work, Subpart 3.1 - Project Staffing." At a minimum, Construction Manager's salaried project staffing shall include the following positions: Project Manager Project Superintendent Project Engineer Other than Washington State Sales Tax, Construction Manager's "Specified General Conditions Work" dollar amount shall cover all salaried payroll taxes owed by Construction Manager. § 2.2.6 Negotiated Support Services (Paragraphs deleted) § 2.2.6.1 Negotiated Support Services shall be on an actual cost or a lump sum basis. The costs are budgeted and identified in Article 5 and included in the MACC. If the total expended on Negotiated Support Services exceeds the total budgeted amount, the Construction Manager may use contingency funds available within the MACC to pay the excess. If contingency funds are not available and total Negotiated Support Services expenditures exceed the total budgeted amount, the Construction Manager will be responsible for the overages; provided, however, if Owner determines that Construction Manager did not cause the overages, Owner may in its sole discretion increase the budgeted amount for Negotiated Support Services or Construction Manager's contingency to cover the overages. § 2.2.6.2 Negotiated Support Services shall be all expenses of the Construction Manager related to project support, whether direct or through consultants, including, but not limited to: labor and materials; Test Engineer; participation in and the support of the Subcontractor bidding process of the Project; reproduction of documents (e.g., plans, blueprints, shop drawings, submittals, correspondence, etc.); bid document reproduction; two-way radios whether owned by and rented from Construction Manager or rented from a third party; rental of equipment whether owned by and rented by Construction Manager or rented from a third party; gas, oil and maintenance; small tools whether owned by and rented from Construction Manager or from a third party; use taxes; craft payroll taxes; computer charges; project construction administration software (e.g., scheduling software, set-up of project computer network, project computer and system maintenance, etc.); survey and layout; temporary utilities (e.g., power, water, natural gas, etc.); temporary sanitation (e.g., temporary latrines, drop boxes, janitorial services, etc.); temporary heating; temporary weather protection; temporary drinking water; temporary structures (e.g., craft dry shacks, set-up of craft dry shacks, miscellaneous temporary structure/safety structures, etc.); temporary parking for salaried project staffing; temporary fire protection (e.g., construction related fire extinguishers and fire stand -pipe system, etc.); project safety (e.g., drug and alcohol tests, safety equipment and awards, temporary railings, ladders and barricades, progress cleanup, traffic control and flagging, site and street cleaning, dust control, etc.); first aid; barricades and temporary fences around the site; temporary signage; field office equipment; supplies and furniture (e.g., facsimile, computers, printers, copy machines, desks, filing cabinets, other incidental office expenses, etc.); telephone and postage (e.g., telephone hookup, cellular telephones, local and long distance charges, postage, express mailing, computer line charges, initial set-up of computer line, etc.); travel; Subcontractor insurance and bond premiums; and AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 10 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. other incidental expenses attributable to the Work on this Project, excluding Work that is included in the "Specified General Conditions Work," or is included in the MACC. § 2.2.7 Performance and Payment Bond. One month prior to the Notice to Proceed for Construction, the Construction Manager shall deliver to the Owner performance and payment bonds for the full TCC, on a form provided by the Owner and as described in A201-2007. The costs of such bonds are included in the costs for Specified General Conditions, and therefore will be borne by Construction Manager out of that sum. § 2.2.8 Construction Manager Reduction Incentive. All savings from expenditures for the Work totaling less than the MACC, shall accrue to the Owner, except that the Construction Manager shall bill for and receive an incentive payment of a sum equal to 50% of all savings under the MACC, up to a maximum incentive payment of $200,000.00 on the final request for payment of the project. § 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 Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal or the Owner's issuance of a Notice to Proceed, whichever occurs earlier. § 2.3.1.3 The Construction Manager shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. The Construction Manager shall provide construction management services, including but not limited to: assistance in planning and design; life cycle cost engineering; scheduling; cost estimating; determining constructability; assessing alternative construction options for cost savings including assistance to the Owner with development tasks necessary to support the construction effort; and preparation of Subcontractor bid packages. Construction management services shall be provided throughout the Project, from the Preconstruction Phase through the Construction Phase, and shall be closely coordinated with the Architect and Owner's Designated Representative. The Construction Manager shall provide full general contracting services for construction of the Project in accordance with the requirements of this Contract and RCW 39.10.340 through .410. Throughout the term of this Contract, Construction Manager shall work collaboratively and proactively with the Owner and Architect to proceed with the planning, design, and development of the Work in a manner which supports the Owner's efforts to maintain the MACC. § 2.3.1.4 Owner/Construction Manager/Architect. The Owner shall give direction to both the Construction Manager and the Architect. The relationship between the Construction Manager and the Architect is intended to be collaborative and proactive, both participating on the same team with the Owner. § 2.3.1.5 Work During Construction. During construction the Construction Manager shall provide all services required of a general contractor and construction manager Specific details of the Work during construction are provided below, but they shall in no way limit the Construction Manager's overall duty to provide construction and construction management services. § 2.3.1.6 Construction Manager Overall Responsibilities. The Construction Manager will be responsible for construction of the Project within the dollar limits of the TCC. The Construction Manager shall coordinate with the Owner's Project Representative. Representatives from the Architect will be on site as necessary to provide design support, working through the Owner. Weekly construction coordination meetings will be held, which will be attended by Owner's Project Representative, the Construction Manager, and the Architect as further defined in the A201-2007. The scope of services to be provided will include construction, construction management, procurement, fit out, Quality Assurance/Quality Control (QA/QC) coordination, test engineer, coordination of as -built drawings, site safety, etc. § 2.3.1.7 Prevailing Wages § 2.3.1.7.1 In accordance with Chapter 39.12 RCW, Construction Manager and its Subcontractors shall pay employees for each trade or occupation performing work on this Public Works Project not less than the minimum, current Prevailing Wage Rate and shall comply in all respects with Chapter 39.12 RCW or other requirements as defined by: AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 11 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 93 Init. 94 Prevailing Wage Section, ESAC Depat intent of Labor and Industries P.O. Box 44540 Olympia, Washington 98504-4540 Tel. (360) 902-5335 § 2.3.1.7.2 Prevailing Wage Rate is defined as the hourly wage, fringe benefits, and overtime in accordance with provisions of the Washington Public Works Act (most current rules and regulations). The applicable Prevailing Wage Rates as of the Effective Date are the rates in effect for King County as of October 20, 2017. For any renewal term, the applicable prevailing wage shall be based upon the rates in effect on the first day of the renewal term. a) Construction Manager and Subcontractors must pay a wage -and -fringe benefits package to workers that is equal to or exceeds the prevailing wage & prevailing fringe benefit amounts added together. b) Construction Manager and Subcontractors must observe overtime, holiday, and Code provisions that are part of the Prevailing Wage Rate. c) The most current Schedule of Washington State Prevailing Wage Rates for King County is located at https://fortress.wa.gov/lni/wagelookup/prvWagelookup.aspx, and is incorporated by reference in this Agreement, except as amended or superseded by new current Prevailing Wage Rates, Codes, Laws, or other Governing Authorities. A copy is available at the Owner's office upon advance request, and Owner will send a copy to Construction Manager upon request. d) It is the sole responsibility of the Construction Manager to assign the appropriate classification to persons performing Work under this Agreement, to ascertain the applicable Prevailing Wage Rate for each classification, and to not pay a worker less than the minimum hourly wage rates and fringe benefits for said worker's classification. e) In the event any dispute arises as to what are the prevailing rates of wages for a specific trade, craft or occupation, and such dispute cannot be adjusted by the parties in interest, including labor and management representatives, the matter shall be referred for arbitration to the Director of the Depat tment of Labor and Industries, and the Director's decision shall be final, conclusive, and binding on all parties involved in the dispute. § 2.3.1.7.3 A "Statement of Intent to Pay Prevailing Wages," as approved by a Department of Labor and Industries "industrial statistician," is required to be submitted from Construction Manager and all Subcontractors with its first Application for Payment and as a condition precedent to any payment. Payment will not be released until the required Statement of Intent to Pay Prevailing Wages is received by Owner. § 2.3.1.7.4 Construction Manager shall post a Prevailing Wages Statement as required by RCW 39.12.020. § 2.3.1.7.5 Upon completion of the Work, and as a condition precedent to payment, Construction Manager and all the Subcontractors must submit to Owner Affidavits from the Construction Manager approved by the Industrial Statistician of the Washington State Department of Labor and Industries stating that the Construction Manager and all Subcontractors and material suppliers for the project have been paid in full ("Affidavit of Wages Paid"). Construction Manager must submit an Affidavit of Wages Paid for any Subcontractor that ceases to provide Work during the term of this Agreement. § 2.3.1.7.6 The Depat anent of Labor and Industries requires a fee, to be paid at the time of submittal, for both the Statement of Intent to Pay Prevailing Wages forms and the Affidavit of Wages Paid forms. All fees required by the Department of Labor and Industries shall be paid by the Construction Manager § 2.3.1.8 Apprentice Utilization. The Construction Manager shall comply with the Owner's Apprentice Utilization goals and reporting requirements, as stated in City of Tukwila Resolution #1814, which is available upon request. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. § 2.3.2 Construction Administration and Management. The Construction Manager shall: § 2.3.2.1 Manage construction of the Project, serve as general contractor and will carry out the construction of the Project through subcontracts or by Work performed by Construction Manager. Further, the Construction Manager agrees to provide the key personnel who were named in the Construction Manager's proposal for the Project and are stated in the Guaranteed Maximum Price Amendment. The key personnel named in the Guaranteed Maximum Price Amendment shall remain assigned for the duration of the Project unless otherwise agreed to in writing by Owner. In the event that Construction Manager proposes to substitute any of the key personnel designated in the Guaranteed Maximum Price Amendment, the individual(s) proposed must demonstrate similar qualifications and experience as required to successfully perform such duties. Owner shall have the sole right to determine whether key personnel proposed as substitutes are qualified to work on the Project. Owner shall not unreasonably withhold approval of staff changes. § 2.3.2.2 Coordinate all on-site activities. The Construction Manager shall provide ongoing coordination between crafts, provide quality control, settle disputes between Subcontractors, negotiate any modification proposals with the Subcontractors (Owner expects the Construction Manager to negotiate with Subcontractors but reserves the right to reject any Subcontractor proposal), negotiate modification proposals with the Owner, revise and forward submittals and requests for information (RFIs) to Owner for action, and respond to all correspondence related to the effort required for any procurement activities that arise from a Subcontractor's inability or unwillingness to perform. § 2.3.2.3 Conduct weekly progress meeting(s) and weekly Subcontractor meeting(s) and maintain minutes for them. The Construction Manager shall attend construction oversight meetings with Owner's Designated Representative and Architect as required. The Construction Manager shall conduct site tours for the Owner and other officials as requested by Owner. § 2.3.2.4 Coordinate general building layout, including layout work provided by separate trades for their own work, to insure that no conflict exists with the work of other trades. § 2.3.2.5 Develop site safety plan and manage job site safety. § 2.3.2.6 Provide sufficient staff, including but not limited to project managers; field engineers; superintendents; engineers; construction quality control representatives; testing engineers; scheduling engineers; cost engineers; and clerical and accounting personnel to ensure that: A Modification proposals are submitted to the Owner within fourteen (14) calendar days of the receipt by the Construction Manager of the Subcontractor's proposal. Only changes negotiated between Construction Manager and Subcontractor and approved by Owner are acceptable. B. RFIs are reviewed and forwarded to Owner within three (3) working days of receipt, unless a shorter period of review is required to avoid delay. C. Submittals are reviewed for completeness and forwarded to Owner's Designated Representative within seven (7) calendar days of receipt. D. Replies to correspondence from Subcontractors, Owner, and other outside agencies are provided within seven (7) calendar days. E. For a minimum of ninety (90) calendar days after Physical Completion, provide adequate qualified staff that is authorized to act on behalf of their firm to be present to coordinate and insure that any outstanding Work items, punch -lists, testing and commissioning are completed, at no additional cost to the Owner. § 2.3.2.7 Administer all construction correspondence and maintain a document tracking and filing system for the Project. § 2.3.2.8 Participate in community meetings, meetings with regulatory agencies, City Council and committee meetings as requested by Owner's Designated Representative. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 95 Init. 96 § 2.3.2.9 Construction Manager will only charge for personnel labor where such personnel are working full time and are located at the site. § 2.3.3 Bidding and Subcontract Plan § 2.3.3.1 The Construction Manager is responsible for issuing bid packages consistent with the Contract Documents and RCW 39.10.380, .385 and.390, as may be applicable. The Construction Manager is responsible for ensuring that the low qualifying bid for each package being within the amount budgeted within the MACC. The Construction Manager may, in its discretion, use MACC contingency to cover any bid package that exceed the amount budgeted within the MACC, up to the total of the remaining MACC contingency. If there is no remaining MACC contingency, the Construction Manager shall cover the cost of the excess. § 2.3.3.2 The Construction Manager shall conduct public solicitation of bids and public bid openings, evaluate bids, and conduct or coordinate appropriate hearing of any bid protests in compliance with the Contract Documents and applicable law. Owner's Designated Representative will maintain an oversight role during the bid process. § 2.3.3.3 Prior to subcontract bidding, the Construction Manager shall secure the Owner's approval of its Subcontract Plan. § 2.3.3.4 Before soliciting bids, the Construction Manager shall submit and the Owner shall approve, final bid package estimates for all subcontract bid packages in its approved Subcontract Plan. The Construction Manager shall at the same time, inform the Owner of its intention to bid to "self -perform" all or any part of any bid package, provided Construction Manager shall also meet the requirements of RCW 39.10.380 through .410 as may be applicable. The sum of all the final bid package estimates in the Subcontract Plan shall not exceed the MACC. § 2.3.3.5 The Construction Manager shall bid out the subcontracts in accordance with its approved Subcontract Plan. During subcontract buyout, the Construction Manager may request a change in its Subcontract Plan and the Owner will not unreasonably withhold approval provided the sum of all of the final bid package estimates in the Subcontract Plan as revised does not exceed the negotiated MACC. § 2.3.3.6 If the low responsive bid for a particular bid package is greater than the final bid package estimate, then the provisions of RCW 39.10.380 shall apply. If the lowest responsive bid does not exceed the final bid package estimate by $125,000.00 for bid packages up to $10 million, and 2% for bid packages with bid package estimates greater than $10 million, then the Construction Manager may negotiate an adjustment to that bid based upon Owner approved changes to the subcontract scope that bring the bid within the amount the Owner and the Construction Manager agree to be the available funds. § 2.3.3.7 If the Construction Manager chooses not to negotiate under the provisions of Section 2.3.3.6 above, or if the low conforming bid exceeds the final bid package estimate by more than the amount permitting negotiations, the Construction Manager shall award the bid package to the low responsive responsible bidder as provided in RCW 39.10.380. The Construction Manager may request and the Owner, in its sole discretion, may agree to changes in the bid package. The Construction Manager may then re -bid, but all time delays and costs associated with the re -bid shall be the responsibility of the Construction Manager. If contingency funds are available within the MACC, Construction Manager may use said funds to offset these costs. If contingency funds are not available within the MACC, Construction Manager will be responsible for the overages. § 2.3.3.8 If any Subcontractor to whom a Bid Package has been awarded is unable to perform, the Construction Manager shall have the option to re -bid or negotiate for the performance of the work or perform the work itself Except as provided in this Section, the Construction Manager shall bear all risk and/or cost overruns occasioned by a Subcontractor's inability to perform. If contingency funds are available within the MACC, Construction Manager may use said funds to offset the costs outlined in this subsection. If contingency funds are not available within the MACC, Construction Manager will be responsible for the overages. § 2.3.3.8 Further requirements for Subcontracting and Bidding are located in Section 2.6. § 2.3.5 Construction Manager Cost Accounting. Starting with the award of the first bid package, the Construction Manager shall provide a monthly report to the Owner for review of expenditures, tracking of Subcontractors, and AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. contract changes. The report shall include, at a minimum. § 2.3.5.1 Final Bid Package Estimate. Once agreement has been reached on the Final Bid Package Estimate, the values in this column do not change. At an appropriate time during the Project, with approval of Owner, this column need not be printed in each monthly report. This column must, however, be maintained and be available upon the Owner's request. § 2.3.5.2 Final Bid Package Estimate Adjustments. To be used to record adjustments in the Final Bid Package Estimate. § 2.3.5.3 Available Funds (Revised Budget). The sum of the "Final Bid Package Estimate" and "Adjustments". § 2.3.5.4 Budget Adjustment. This column shall indicate any change to any budget line item that occurred since the last report. § 2.3.5.5 Subcontract. This column shall reflect the amounts encumbered less change orders. § 2.3.5.6 Change Order. (Two columns) One column shall reflect the value of Change Orders paid from the MACC contingency and one column shall reflect the value of change orders paid from the Owner's contingency. § 2.3.5.7 Revised Subcontract Amount. This column shall reflect the total of "Subcontracts" and "Change Orders." § 2.3.5.8 Variance. This column shall reflect the budget less the subcontract, less change orders. § 2.3.5.9 Expended to Date. This column shall reflect the amount paid to the Construction Manager from the Owner. § 2.3.5.10 Expended Prior Period. This column shall reflect the amount recorded in the month report immediately preceding the current report as "EXPENDED TO DATE." § 2.3.5.11 Expended this Period. This column shall reflect the amount expended to date less the amount reported in all previous periods. § 2.3.5.12 Percent of Budget. This column shall reflect the amount of the negotiated budget that has been expended and is the amount "Expended to Date" divided by the sum of "Available Funds" and "Change Orders" expressed as a percentage. § 2.3.5.13 Anticipated Cost to Complete. This column shall reflect the amount the Construction Manager believes shall be required to finish the Work. § 2.3.5.14 Balance. This column shall reflect the difference between the sum of the amount "Expended to Date" and the "Anticipated Cost to Complete" and the budget as adjusted. § 2.3.5.15 The Owner and the Construction Manager at monthly construction oversight meetings will review the monthly report. Budget adjustments will be reviewed and mutually agreed to at that time. § 2.3.6 Cost Reporting. In general and as further described in General Conditions and Division 0 —18 inclusive, the Construction Manager shall: § 2.3.6.1 Prepare a detailed construction budget for the Project based on the MACC cost documentation. The Construction Manager shall update the budget each month showing a complete, detailed, and current accounting for the cost of the Work buyout versus the MACC estimates for each line item. § 2.3.6.2 Prepare a schedule of values for each subcontract. § 2.3.6.3 Prepare monthly cost reports. For each subcontract, the Construction Manager shall state costs expended, budget remaining, and change order status. The Construction Manager shall provide a cost forecast for each subcontract and the project as a whole. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 15 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 97 Init. 98 § 2.3.6.4 Prepare monthly progress report narrative. § 2.3.6.5 Prepare monthly earned value report. § 2.3.6.6 Establish pay request procedures. The Construction Manager shall prepare monthly pay requests. § 2.3.6.7 Prepare independent cost estimates for Subcontractor change orders. The Construction Manager shall document and track all change order payments. § 2.3.6.8 Resolve Subcontractor claim issues. § 2.3.6.9 At conclusion of Project, prepare final accounting of Project and prepare final payment and buyout. § 2.3.7 Schedule. The Construction Manager shall: § 2.3.7.1 Develop and keep current a master critical path schedule ("CPM") for the project as required by A201-2007 and that includes design and construction activities as well as applicable regulatory agency, outside entity, project team, and CPM activities and constraints. The CPM shall identify all long -lead procurement items. In developing the activities for the CPM, the Construction Manager shall consult with both Owner's Designated Representative and Architect to ensure that the responsibility for and duration of these activities is accurate. The Construction Manager shall submit the CPM to Owner or such other person as the Owner shall designate for approval. § 2.3.7.2 Monitor construction progress and formally update the CPM every month. The Construction Manager shall discuss the need for corrective action regarding the CPM with Owner's Designated Representative in the weekly coordination meetings. § 2.3.7.3 The Construction Manager shall also prepare a three-week look -ahead schedule each week, which will be presented to Owner's Designated Representative not later than the weekly coordination meeting. Once a month, the Construction Manager shall also prepare a monthly summary schedule and six-week look -ahead with the monthly progress. § 2.3.8 Quality Control/Quality Assurance. § 2.3.8.1 The Construction Manager shall be responsible to ensure that the Owner's inspectors are given notice and are afforded timely and appropriate access to the Work to make their inspections. Special inspection required by the appropriate building officials and regulatory agencies will be provided by the Owner's Designated Representative. § 2.3.8.2 The Construction Manager shall develop and submit a QA/QC plan for the Project to complement the Owner's independent testing and inspection. The QA/QC plan shall be approved by Owner's Designated Representative. QA/QC shall be conducted as further described in the Contract Documents. § 2.3.8.3 The Construction Manager shall review the Owner's testing and inspection reports and, where required, take appropriate remedial actions. § 2.3.8.4 The Construction Manager shall, in cooperation with the Owner's Designated Representative and Architect, develop an appropriate system for reporting and correcting deficiencies. § 2.3.9 Procurement. The Construction Manager shall: § 2.3.9.1 Prepare and maintain a detailed procurement schedule for all direct Owner -purchased materials, furnishings, fixtures, and equipment. § 2.3.9.2 Coordinate delivery and installation of Owner -purchased items. § 2.3.10 Commissioning, Test, Close Out. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) Init. § 2.3.10.1 Substantial Completion, for purposes of Section 9.8 of the General Conditions and this Contract, shall include those commissioning activities necessary to obtain a certificate of occupancy. § 2.3.10.2 The Construction Manager shall assist the Owner in obtaining a certificate of occupancy and the required permits necessary for the Owner to take a beneficial occupancy of the facility constructed in this project. § 2.3.10.3 The Construction Manager shall prepare and/or coordinate the preparation of all operations and maintenance manuals § 2.3.10.4 The Construction Manager shall assemble and coordinate all vendor manuals, warranties, guarantees, affidavits, releases, bonds waivers, certificates of occupancy, etc. § 2.3.10.5 The Construction Manager shall administer and coordinate the preparation of all Subcontractor and/or vendor shop drawings, if any. § 2.3.10.6 Working in conjunction with Architect's field staff, the Owner's Designated Representative, and the Construction Manager shall develop a protocol for preparing as -built drawings in accordance with the Contract Documents. § 2.3.10.7 The Construction Manager shall prepare closeout documentation acceptable to the City of Tukwila. § 2.3.11 Time of Completion, Liquidated Damages. § 2.3.11.1 The Construction Manager shall achieve Substantial Completion, Physical Completion, and Final Completion of the Work of this Project on or before the date stated in the Guaranteed Maximum Price Amendment for each phase of the Project. The terms "Substantial Completion," "Physical Completion," and "Final Completion" are as defined in A201-2007 Section 9.8 and 9.10 and stated in the Guaranteed Maximum Price Amendment. § 2.3.11.2 Any delay in the scheduled date for Physical Completion and Final Completion of the Project will make it difficult and unwieldy for the Owner to administer warranty and service to equipment placed in use at Substantial Completion, and will interfere with the ability of the Owner to close its project office and reassign Owner staff, thus causing the Owner to incur unwarranted expense. The parties recognize that the cost to Owner of any such delay is difficult to determine, and therefore, the parties have negotiated and agreed that in the event that Construction Manager does not achieve Physical Completion or Final Completion of any phase the Project by the dates specified in the Guaranteed Maximum Price Amendment, the Owner shall have the right to elect among the following remedies: 1) continue to allow the Construction Manager to work toward Physical Completion and Final Completion, provided that for each day of delay, Construction Manager shall pay to the Owner as liquidated damages, the sum of $2,000 per day until Owner determines that the relevant completion has occurred; and 2) terminate this Agreement and bring action, including without limitation for breach of contract seeking actual damages The liquidated damages sum shall apply separately to each phase so that if, for example, two phases are delayed, the liquidated damages would be $4,000 per day for each day both phases are delayed. The parties agree that the liquidated damages amount is a reasonable estimate of actual damages and not a penalty. § 2.4 Professional Services Section 3.12.10 of A201-2007 shall apply to both the Preconstruction and Construction Phases. In addition, Construction Manager shall furnish professional and competent construction administration and management services, including provision of sufficient quantities of fully qualified, competent and experienced personnel capable of performing the services set forth in this Agreement. The parties shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the parties for the Project to the fullest extent possible in order to further the interests of the Owner and to effect prompt completion of the Project in accordance with the requirements of the Contract, including but not limited to, the Contract Time and the Total Contract Cost. § 2.5 Hazardous Materials Section 10.3 of A201-2007 shall apply to both the Preconstruction and Construction Phases. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 17 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 99 § 2.6 Subcontracting § 2.6.1 Other than the Specified General Conditions and Negotiated Support Services, all Work on the Project shall be competitively bid with public bid openings and as otherwise provided by RCW 39.10.380 through .410. In the event of conflict with the Contract and Chapter 39.10 RCW, the statute will govern. Subcontract Work shall not be issued for bid until the Owner has approved a Subcontract Plan prepared by the Construction Manager. The Construction Manager shall organize and solicit bids for the subcontract Work to accomplish the Work in the most efficient and cost effective manner possible. The Construction Manager may not use any alternates without approval of the Owner. Without limiting the Owner's right to approve a Subcontract Plan, one of the primary interests of the Owner in approving the Subcontract Plan is to satisfy itself that, in the event that the Construction Manager desires to self -bid on any bid package(s), that such bid package(s) does not give the Construction Manager an unfair advantage. § 2.6.2 As part of the Specified General Conditions Work, the Construction Manager shall be responsible for all costs associated with the subcontracting process including, but not necessarily limited to: Developing solicitations for Subcontract packages. Site tours. Responding to questions from bidders. Providing bid opening facility. Bidding in accordance with public works requirements. Contract award. § 2.6.3 Solicitations of Subcontractors by the Construction Manager shall be made in accordance with the following procedures: § 2.6.3.1 All Subcontractor bids will be required to be written, signed, and submitted in a sealed envelope at a specific time and to a specific location, where the bids will be publicly opened and read aloud. § 2.6.3.2 All Subcontractor bids shall include the following language: BIDS HELD OPEN FOR MINIMUM NINETY (90) DAYS AND TERMINATION OF PROPOSED BID AWARD FOR NON -APPROPRIATION OF FUNDS — The low responsive responsible bidder for every bid package shall hold its bid open for formal acceptance a minimum of ninety (90) days from the date of announcement of each proposed bid award and, at Owner's sole discretion, shall hold its bid open an additional fifteen (15) days. If, (1) Owner is not appropriated sufficient funds for the goods or services required for a bid package in order to proceed with this proposed contract award in its entirety, or (2), contract award is dependent on funding from other sources and that funding is withdrawn, reduced, or limited in any way before the award of this contract and Owner, in its sole reasonable judgment, does not have other available funds to award this contract, Owner, in its sole discretion, may terminate the proposed contract award by 10 days written notice to Construction Manager If the award is terminated, no low responsive responsible bidder shall be entitled to any monetary, legal, or equitable relief. § 2.6.3.3 Solicitations for bids will be advertised in advance in the Seattle Daily Journal of Commerce, Public Notice Section, and Seattle Times, Public Notice Section. § 2.6.3.4 Bidders may obtain the bid results by telephone from the Construction Manager. Any such calls to the Owner will be referred to the Construction Manager. § 2.6.3.5 When critical to the successful completion of a Subcontractor bid package, the Construction Manager may evaluate for bidding eligibility a Subcontractor's ability, time, budget, and specification requirements based on the Subcontractor's performance of those items on previous projects. Subcontract bid packages shall be awarded to the responsible bidder submitting the low responsive bid. The requirements of RCW 39.30.380 through .410 apply to each subcontract bid package. The Construction Manager shall be responsible for ensuring all of these requirements are complied with. The Construction Manager will describe responsiveness requirements and bidding procedures in each bid solicitation and will review the requirements and procedures with the Owner prior to issuing each bid solicitation. AIA Document A133TM' — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 100 Init. § 2.6.4 The Construction Manager shall comply with applicable Subcontractor bidding procedures, including without limitation RCW 39.10.380 and, if approved by Owner, RCW 39.10.385. § 2.6.5 The Construction Manager may only bid on a subcontract package with the permission of the Owner and if the requirements of RCW 39.10.390 are met. § 2.7 Nondiscrimination and Disadvantaged Business Enterprises § 2.7.1 Notwithstanding any other provisions herein, this Contract does not require any specific utilization levels of minorities or women in the Construction Manager's workforce, except as may be specified in any federal regulations or statutes included or referenced in the Contract. The Owner encourages the Construction Manager to employ a workforce reflective of the region's diversity. The Construction Manager shall adhere to all non-discrimination requirements set forth in Federal and State laws and regulations and in local applicable provisions. § 2.7.2 During the performance of the Work, the Construction Manager will not discriminate against any employee or applicant for employment because of race, religion, creed, color, sex, marital status, sexual orientation, gender identity, political ideology, ancestry, national origin, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification. § 2.7.3 Disadvantaged Business Enterprise Requirements 1. General. Currently, minority and woman businesses and workers are under -represented on City of Tukwila construction projects. The Construction Manager acknowledges that the Owner has specific goals to promote and ensure equality for employees and women and minority owned businesses in the construction of the Project. Construction Manager must perform affirmative, good faith, and meaningful efforts for outreach and subcontract participation of Disadvantaged Business Enterprises, as that term is defined in RCW 39.10.210 ("DBEs"). No minimum level of DBE Subcontractor participation shall be required as a condition of receiving award; provided, however, that any affirmative action requirements set forth in any federal regulations or statutes included or referenced in the Contract will continue to apply. 2. Non -Discrimination The Construction Manager shall not create barriers to open and fair opportunities for DBEs to participate in all contracts and to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with Subcontractors and suppliers, the Construction Manager shall not discriminate on the basis of race, religion, creed, color, sex, marital status, sexual orientation, gender identity, political ideology, ancestry, national origin, or the presence of any sensory, mental or physical handicap. 3. Record -Keeping. The Construction Manager shall maintain, for at least twelve (12) months after completion of this Contract, relevant records and information necessary to document the Construction Manager's utilization of DBEs and other businesses as Subcontractors and suppliers under this Agreement and in its overall public and private business activities. The Owner shall have the right to inspect and copy such records. If this Contract involves federal funds, the Construction Manager shall comply with all record- keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the Contract. 4. Sanctions for Violation. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Construction Manager may be subject to damages and sanctions provided for by the Agreement and by applicable law. ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 Information Required of the Owner The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project. (Paragraphs deleted) AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 101 § 3.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's Designated Representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager Except as otherwise provided in Section 4.2.1 of A201-2007, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's Designated Representative. § 3.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 3.3 Architect The Owner shall retain an Architect to provide services, duties, and responsibilities as described in AIA Document B 133Tm-2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Construction Manager's Preconstruction Phase services, the Owner shall compensate the Construction Manager as follows: § 4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of or basis for, compensation and include a list of reimbursable cost items, as applicable.) Payments based on the number of hours expended multiplied by the rates stated in Exhibit B, up to and not to exceed the Preconstruction Services NTE Limit, as further described in Section 2.1.4. § 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed by the end of the months stated in Section 2.1.1, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 4.1.4 Compensation based on the rates stated in Exhibit B includes the direct salaries of the Construction Manager's personnel providing Preconstruction Phase services on the Project and the Construction Manager's costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. § 4.2 Payments § 4.2.1 Construction Manager, on a monthly basis, may invoice the Owner for Preconstruction Services performed in the prior month. Labor charges shall be based on the rates set forth in Exhibit B. Such rates shall be compensation for any and all expenses and costs of the Construction Manager other than reimbursables. Reimbursables must be accompanied by appropriate receipts or other evidence of expenditure. Reimbursables are for items such as long distance travel, research, copying and documentation, etc. With regard to travel, the Preconstruction Services NTE Limit includes local travel and parking costs, but does not include the costs of long distance trips made outside the greater Seattle -Tacoma metropolitan area by employees of the Construction Manager in connection with the Work. Provided the Owner approves such travel in writing in advance of the Construction Manager incurring the expense, the Owner shall reimburse the Construction Manager for its actual travel costs, including lodging and meals, except that lodging and meal expenses for long distance trips shall not exceed the current Runzheimer index amounts for the metropolitan areas visited. Travel shall be at the lowest cost reasonably available. § 4.2.2 Payments are due and payable (Paragraphs deleted) thirty (30) days after presentation of the Construction Manager's invoice, subject to Owner's right to withhold payment under the Contract Documents. AIA Document A133TM' — 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(R) 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. t This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 102 Init. ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager the Specified General Conditions, the Negotiated Support Services, and the Cost of the Work for the Construction Phase plus the Construction Manager's Fee. § 5.1.1 The Construction Manager's Fee: (Stated as a percentage of Cost of the Work) § 5.1.2 The Specified General Conditions: § 5.1.3 The Negotiated Support Services: (Table deleted) (Paragraphs deleted) § 5.2 Maximum Allowable Construction Cost § 5.2.1 The Construction Manager guarantees that the Cost of the Work for the Construction Phase and Negotiated Support Services shall not collectively exceed the Maximum Allowable Construction Cost set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work and Negotiated Support Services collectively exceed the Maximum Allowable Construction Cost, the Construction Manager shall bear such costs in excess of the Maximum Allowable Construction Cost without reimbursement or additional compensation from the Owner. (Insert specific provisions if the Construction Manager is to participate in any savings.) § 5.2.2 The Maximum Allowable Construction Cost 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 Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect 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 Construction Manager 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 MACC 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, and all of Article 7 shall apply to such adjustments. § 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), calculations of "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201-2007 and "costs" as used in Section 7.3.7 of AIA Document A201-2007 shall be consistent with Section 7.5 of A201-2007. § 5.3.4 In calculating adjustments to the MACC, 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 be consistent with Section 7.5 of A201-2007. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 21 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 103 (Paragraph deleted) ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed § 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7, except to the extent payment for such items would conflict with the Contract Documents. § 6.1.1.1 Notwithstanding Section 6.1.1, the Cost of the Work shall not include any costs or items that are included in the Specified General Conditions or the Negotiated Support Services, even if set forth in Sections 6.1 through 6.7. § 6.1.2 Where any cost is subject to the Owner's prior approval, the Construction Manager shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. § 6.2 Labor Costs § 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off-site workshops. § 6.2.2 [Intentionally Omitted.] § 6.2.3 [Intentionally Omitted.] § 6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Section 6.2.1. § 6.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, with the Owner's prior approval. § 6.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. § 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 6.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. § 6.4.2 Costs of materials described in the 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 Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value. § 6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager -owned item AIA Document A133TM' — 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(R) 22 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 104 Init. may not exceed the purchase price of any comparable item. Rates of Construction Manager -owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 6.5.4 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. § 6.5.5 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 6.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 6.6 Miscellaneous Costs § 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract Documents, with the Owner'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 Construction Manager is liable. § 6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the 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 Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager's Fee or subject to the MACC. 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, directly related to the Work with the Owner's prior approval. § 6.6.7 Deposits lost for causes other than the Construction Manager'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 Owner and Construction Manager, reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 6.6.9 Subject to the Owner's prior approval, expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work. § 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 Owner. AIA Document A133TM — 2009 (formerly A121 TMCMc — 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(R) 23 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 105 § 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 Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 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 Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8. § 6.8 Costs Not To Be Reimbursed § 6.8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 6.2, or as may be provided in Article 11; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; .5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the MACC to be exceeded; and .8 Costs for services incurred during the Preconstruction Phase. § 6.9 Discounts, Rebates and Refunds § 6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. § 6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 6.10 Related Party Transactions § 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 Construction Manager; any entity in which any stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person or entity that has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager 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. AIA Document A133TM' — 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(R) 24 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 106 Init. § 6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors, accountants, Owner's Designated Representative, or other internal staff shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three (3) years after final payment, or for such longer period as may be required by law, and Owner may demand access to the records during this period of time. Construction Manager shall ensure that Owner's rights under this section are a condition of any Subcontract, agreement or other arrangement under which any person or entity is permitted to perform work in connection with or related to the Work. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7.1 Progress Payments § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. § 7.1.3 Provided that an Application for Payment is complete, accurate, and contains the required accompanying documentation, the Owner shall make payment of the certified amount to the Construction Manager within thirty (30) days of the Certificate for Payment or such other time as may be required by applicable law. § 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, less that portion of those payments attributable to the Construction Manager's Fee, plus payrolls for the period covered by the present Application for Payment. The Construction Manager shall also submit other documentation required by the Contract Documents including the documentation required by A201-2007 Section 9.3.1.3. § 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Total Contract Cost (TCC) among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such 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 Construction Manager'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 Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the MACC 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 MACC properly allocable to completed Work during the period covered by the Application for Payment as determined by multiplying the percentage of completion of each AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 25 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 107 portion of the Work during that period by the share of the MACC allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201- 2007; .2 Add that portion of the MACC properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Construction Manager's Fee. The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1.1; .4 Subtract retainage of five percent ( 5 %) from the sum of Subsections .1 through .3 above; .5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. § 7.1.8 Retainage. As reflected in Section 7.1.7, the Owner shall reserve from each progress payment a retainage not to exceed five percent (5%) of the monies earned by the Construction Manager pursuant to Chapter 60.28 RCW, which shall also govern the rights and obligations of the Owner, the Construction Manager, and others with an interest in the retainage. Construction Manager shall declare option for management of statutory retained percentage of this Agreement by checking applicable box below and affixing signature and date. [l Construction Manager hereby elects to have the retained percentage of this Agreement held in a non- interest bearing fund by the Owner until sixty (60) days following the Final Completion Date. Bond in lieu of retainage. Construction Manager hereby elects to have Owner invest the retained percentage of the Contract from time to time as such retained percentage accrues and in accordance with RCW 60.28.011, .021, and .051, as amended. Construction Manager hereby designates: Name of Financial Institution Address of Financial Institution City, State, Zip Code of Financial Institution as the repository for the escrow of said funds. Construction Manager hereby further agrees to be fully responsible for payment of all costs or fees incurred as a result of placing said retained percentage in escrow and investing it as authorized by statute and to assume all risks in connection with the investment of the retained percentages in securities. The Owner shall not be liable in any way for any cost or fees in connection therewith. By: Date AIA Document A133TM' — 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(R) 26 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 108 Init. § 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 7.2 Final Payment § 7.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract except for the Construction Manager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; .3 a final Certificate for Payment has been issued by the Architect; .4 the Construction Manager has submitted all required close-out documents, including without limitation warranties, Operation & Maintenance manuals, as -built documents, and such documents have been approved by the Architect; .5 a Consent of Surety for release of retainage; .6 Owner receives required governmental approvals for release retainage: Certificate of Payment of State Excise Taxes by Public Works Contractor from the State Department of Revenue, Certificate of Payment of Contributions Penalties and Interest on Public Works Contract from the Employment Securities Department, and Certificates approved by all other departments and agencies having jurisdiction over the activities of the Construction Manager, as appropriate for the Work performed; .7 Affidavits from the Construction Manager approved by the Industrial Statistician of the Washington State Department of Labor and Industries stating that the Construction Manager and all Subcontractors and material suppliers for the project have been paid in full (Affidavit of Wages Paid); and .8 Owner's governing body has taken formal action to accept the Project. § 7.2.2 The Owner's auditors or designees will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Owner and Architect by the Construction Manager. Based upon such Cost of the Work as the Owner determines is 'substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's or Owner's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007. § 7.2.3 If the Owner's auditors report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201- 2007. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30 -day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 27 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 109 § 7.2.4 If, subsequent to final payment, the Owner' requests Construction Manager to perform services that would require the Construction Manager to incur costs described in Section 6.1.1 and not excluded by Section 6.8, the Construction Manager shall notify the Owner and estimate the cost of such services. Construction Manager shall not be required to perform any such services unless Owner agrees in writing to pay Construction Manager for such services as a Cost of Work. If the Owner approves the estimate in writing, the Owner shall reimburse the Construction Manager such costs 'on the same basis as if such costs had been incurred prior to final payment, but not in excess of the MACC. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS For all phases of the Project, the Construction Manager and the Owner shall purchase and maintain insurance, and the Construction Manager shall provide bonds as set forth in Article 11.4 of AIA Document A201-2007. (Table deleted) ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim between the Owner and Construction Manager 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 Construction Manager'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 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager 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 in King County, Washington. [ ] Other: (Specify) § 9.3 Initial Decision Maker The Architect 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 Construction Manager's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) Initial Decision Maker — To be determined. ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishment of the Maximum Allowable Construction Cost § 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in Section 14.1.1 of A201-2007. § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the Preconstruction Services NTE Limit (or, if not established, then the Preconstruction Services Allowance) multiplied by the percentage of the total Preconstruction Services actually performed. AIA Document A133TM' — 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(R) 28 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 110 Init. § 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section '5.1; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 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 Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10.2 Termination Subsequent to Establishing Maximum Allowance Construction Cost 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 Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 'above. § 10.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. In such case, the MACC 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 Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.1 Terms in this Agreement shall have the same meaning as those in A201-2007, except where otherwise stated herein. § 11.2 Ownership 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. AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 29 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 111 § 11.4 Assignment The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to 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 Meaning of Words. Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. Reference to standard specifications, manuals, or codes of any technical society, organization, or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall be to the latest standard specification, manual, or code in effect on the date for submission of bids, except as may be otherwise specifically stated. Wherever in these Drawings and Specifications an article, device, or piece of equipment is referred to in the singular manner, such reference shall apply to as many such articles as are shown on the drawings, or required to complete the installation. § 11.5.2 Rights and Remedies. No action or failure to act by Owner or Architect shall constitute a waiver of a right or duty afforded them under the Contract Documents, nor shall such action or failure to act constitute approval of an acquiescence in a breach therein, except as may be specifically agreed in writing. § 11.5.3 Contractor Registration. Pursuant to RCW 39.06, Construction Manager shall be registered or licensed as required by the laws of the State of Washington, including but not limited to RCW 18.27. § 11.5.4 Time Computations. When computing any period of time, the day of the event from which the period of time begins shall not be counted. The last day is counted unless it falls on a weekend or legal holiday, in which event the period runs until the end of the next day that is not a weekend or holiday. When the period of time allowed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays are excluded from the computation. § 11.5.5 Records Retention. The wage, payroll, and cost records of Construction Manager, and its Subcontractors, and all records subject to audit in accordance with the Contract Documents, shall be retained for a period of not less than three (3) years after the date of Completion. § 11.5.6 Third—party Agreements. The Contract Documents shall not be construed to create a contractual relationship of any kind between: the Architect and Construction Manager; Owner and any Subcontractor; or any persons other than Owner and Construction Manager. § 11.5.7 Amendments. No modification or amendment of the provisions hereof shall be effective unless in writing and signed by authorized representatives of the parties. The parties expressly reserve the right to modify this Agreement, from time to time, by mutual agreement. § 11.5.8 Executory Agreement. This Agreement will not be considered valid until signed by both parties. § 11.5.9 Binding Effect. The provisions, covenants and conditions in the Contract apply to bind the parties, their legal heirs, representatives, successors, and assigns. § 11.5.10 Applicable Law; Venue. The Contract shall be construed and interpreted in accordance with the laws of the State of Washington. The venue of any action brought under the Contract shall be in the Superior Court for King County. § 11.5.11 Remedies Cumulative. Rights under the Contract are cumulative; the failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. The use of one remedy shall not be taken to exclude or waive the right to use another. § 11.5.12 Captions. The titles of sections are for convenience only and do not define or limit the contents. AIA Document A133TM' — 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(R) 30 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 112 Init. § 11.5.13 Invalidity of Particular Provisions. A judicial determination that any term, provision, condition, or other portion of the Contract, or its application, is inoperative, invalid, or unenforceable shall not affect the remaining terms, provisions, conditions, or other portions of the Contract, nor shall such a determination affect the application of such term, provision, condition, or portion to persons or in circumstances other than those directly involved in the determination in which it is held to be inoperative, invalid, or unenforceable, and as to such other persons or in such other circumstances it shall continue in full force and effect. § 11.5.14 No Waiver. No waiver of full performance by either party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants or conditions of the Contract. The payment of compensation to the Construction Manager shall not be deemed a waiver of any right or the acceptance of defective performance. ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager § 12.2 The following documents comprise the Agreement: .1 AIA 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, as modified by the parties, and including: Exhibit A: Guaranteed Maximum Price Amendment (to be completed after MACC negotiations) Exhibit B: Construction Manager's Hourly Rates .2 AIA Document A201-2007, General Conditions of the Contract for Construction, as modified by the parties .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 identified as Contract documents in this Agreement or the A201-2007.: This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONSTRUCTION MANAGER (Signature) (Printed name and title) (Printed name and title) AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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(R) 31 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 113 Additions and Deletions Report for AIA® Document A 133T 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 18:49:03 on 10/27/2017. PAGE 1 City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 and the General Contractor/Construction Manager, which for the purpose of this Agreement is identified as the Construction Manager: Lydig Construction 3180 139the Ave SE Suite 110 Bellevue WA 98005 Tukwila Fire Stations 51, 52 and 54 Tukwila WA Weinstein A+U LLC, Limited Liability Company dba: Weinstein A+U Architects + Urban Designers LLC 2200 Western Avenue Suite 301 Seattle WA 98121 Justine Kim Shiels, Obletz, Johnsen, Inc. 800 Fifth Ave., Suite 4130 Seattle WA 98014 Kiel Lunsford Lydig Construction 3180 139the Ave SE Suite 110 Bellevue WA 98005 (206) 510-3605 (mobile) Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 114 User Notes: (1196247088) PAGE 2 Ed Weinstein Weinstein A+U Architects + Urban Designers LLC 2200 Western Avenue Suite 301 Seattle, Washington 98121 Telephone Number: (206) 443-8606 Fax Number: (206) 443-1218 PAGE 3 EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B CONSTRUCTION MANAGER'S HOURLY RATES The Contract Documents consist of this Agreement, the September 1, 2017, Request for Proposals for General Contractor/Construction Manager for the City of Tukwila Fire Stations 51, 52, 54 Project, 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 Ag-reement, or described in this Agreement or the General Condition A201-2007 Section 1.1.1, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, proposal establishing the "Total Contract Cost" ("TCC"), which means the Preconstruction Work Allowance + Maximum Allowable Construction Cost ("MACC") + Fixed Fee + Fixed Amount for Specified General Conditions work + applicable Washington State sales tax, the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract Guaranteed Maximum Price Amendment. The Contract Documents form the Contract, which 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. The Construction Manager accepts the relationship of trust and confidence established by this Ag-reement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management cervices and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents.§ 1.2.1 The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect through every phase of the Work and exercise the Construction Manager's best skill, efforts, and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and most expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. The Construction Manager further recognizes that in order for the Project to be completed on time and within the TCC, the Construction Manager, the Architect and the Owner will have to closely cooperate on a regular basis to revise plans, drawings, specifications, materials, methods, estimates and budgets as necessary to meet the Owner's financial constraints. § 1.2.2 This Agreement does not make the Construction Manager the agent or legal representative of the Owner for any purpose whatsoever, and the relationship of the Construction Manager to the Owner by reason of this Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247181)5 Agreement shall be that of an independent contractor. The Construction Manager is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the Owner or to bind the Owner in any manner or thing whatsoever. § 1,2,3 Both parties hereto, in the performance of the Contract, will be acting in their individual capacities and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. The Construction Manager's staff shall work under the direction and control of the Construction Manager The Construction Manager shall ensure that all Construction Manager's staff are properly trained and fully equipped to perform their assigned tasks. The Construction Manager shall provide any necessary reasonable accommodations to enable Construction Manager's staff to perform assigned tasks § 1,2.4 The parties agree that no person supplied by Construction Manager in the performance of obligations under this Agreement is an employee of the Owner, and that no rights in the Owner's civil service, retirement system, other employee benefits, or personnel rules shall accrue to such persons. Construction Manager shall have total responsibility for all salaries, wages, bonuses, retirements, withholdings, worker's compensation, other employee benefits and all taxes and insurance premiums pertinent thereto concerning such persons used by them in the performance of this Contract; and Construction Manager shall indemnify, defend, save and hold the Owner harmless with respect thereto. § 1.2.5 The Construction Manager shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance and integrity. Construction Manager's staff must be cooperative and work in harmony with each other, Owner employees, other Owner contractors, and Owner customers at all times. While on the Owner's work premises, Construction Manager's staff must comply with all City ordinances related to behavior and conduct required by invitees and Owner employees. Any Construction Manager's staff found in violation of any ordinance or regulation may be asked to immediately leave Owner premises. The Construction Manager must be prepared to provide an immediate replacement. PAGE 4 For the Preconstruction Phase, the general terms of the AIA Document A201Tm-2007, General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement. Construction as modified by Owner ("A201-2007"), and those terms that are identified in this Agreement or the A201-2007 as applicable to the Preconstruction Phase or Services shall apply. 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 "Contractor" as used in A201-2007 shall mean the Construction Manager. The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3. Other sections of this Agreement apply to the phase identified therein; if no phase is identified, the Section applies to both the Preconstruction and Construction Phases. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. preconstruction services, including but not limited to: assisting the Architect and its sub -consultants with planning and design; life cycle cost -engineering; scheduling; cost -estimating; determining constructability; assessing alternative construction options for cost savings including assistance to the Owner with development tasks necessary to support the construction effort; and identifying and organizing Subcontractor bid packages (collectively and inclusive of all services described in in Section 2.1.3, "Preconstruction Services"). Preconstruction Services shall be provided throughout the preconstruction period and shall be closely coordinated with the Architect's and Owner's representatives. The Construction Manager shall work Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 116 User Notes: (1196247088) collaboratively and proactively with the Owner and Architect to proceed with the planning, design, and development of the work in a manner which supports the Owner's efforts to maintain the MACC. Both the Construction Manager and the Architect shall be given direction by the Owner or the Owner's designated Representative. The relationship between the Construction Manager and the Architect is intended to be collaborative and proactive, both participating on the same team with the Owner. Construction Manager's Preconstruction Services will commence at the end of Schematic Design Phase and are anticipated to be complete by October 2018 for Fire Station 51. Preconstruction Services for Fire Station 52 and 54 are anticipated to commence September 2018 and be complete in August 2019. PAGE 5 The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling- of the Work. The Construction Manager shall advise the Owner and the Architect on proposed site use and improvements, selection of materials, and building systems. and equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect 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.actively participate as a member of the Project team with the Owner and the Architect during the design phases prior to construction. The purpose of this consulting responsibility is to provide the expertise necessary to ensure that the MACC and the Project schedule are met. The Construction Manager will work collaboratively with the Architect, but will provide input through the Owner's Designated Representative unless otherwise authorized by the Owner. During this Preconstruction Phase, the Construction Manager's Project Manager or higher-level person will attend all design meetings and provide or oversee the services of the Construction Manager to ensure development of a high quality, functional, constructible, and cost-effective Project. § 2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and identify items that could affect the Project's timely completion. The updated Project schedule shall include the 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. Preconstruction Services .1 General The Construction Manager shall review all Drawings and Specifications and Contract Documents developed with respect to the Project, and advise and make recommendations to the Owner's Designated Representative and Architect regarding such matters as construction feasibility, possible economies, time requirements for procurement and construction, means and methods, estimates and projected costs as necessary to meet the Owner's financial and schedule constraints. By reviewing, advising, or making such recommendations, the Construction Manager will not be deemed to have assumed the Architect's or consultants' design obligations with respect to the Contract Documents developed by them. The Preconstruction Services also include value engineering, cost estimating, scheduling, identification and organization of subcontract packages, procurement strategies, and analysis of labor and material conditions. .2 Preconstruction Administration and Planning The Construction Manager shall: A. Have a Project Manager or higher-level person attend at least weekly coordination meetings to discuss Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247181)7 design, permitting, schedule, construction planning, and other Project coordination issues. B. Prepare a detailed milestone schedule for the Project from the onset of Design Development through the completion of construction, commissioning and Substantial Completion. The schedule shall identify work to be performed by the Architect, the Construction Manager, and the Owner. In developing the activities for this schedule, the Construction Manager shall consult with both the Owner and Architect to ensure that the responsibility for and duration of these activities is accurate. The schedule shall be submitted for Owner for approval at the 100% Schematic Design stage. C. Develop cost accounting and job management reporting systems to be used during construction. D. Assist in the development of the Project labor agreement, if one is utilized, coordinate all labor issues, and work with building trade unions for their constructive involvement in the Project. E. Perform other preconstruction administration and planning services as required by the Owner's Designated Representative. .3 Design Review The Construction Manager shall: A. Conduct timely design review of the Project at each scheduled design review phase: Schematic Design, Design Development, and 50% and 100% Construction Documents. Design review shall include budget, constructability, value engineering, completeness, and coordination. The Construction Manager shall provide written design review comments to Owner's Designated Representative and Architect within four (4) weeks from receipt of the design documents for each phase. B. Review the drawings and specifications for the final design development submittal for viable value engineering ("VE") recommendations. The Construction Manager shall create a value engineering tracking system which identifies each VE proposal, provides a cost estimate of the savings and/or explanation of added value to the Project if the proposal is accepted, indicates the date by which a decision must be made to incorporate the VE proposal, indicates the current status of the VE proposal and the team member with current action, and the date the proposal was accepted or rejected. C. Review and comment on all studies including preliminary and final EIS, basis of design report, etc. The Construction Manager shall cooperate in other design reviews as required by the Owner's Designated Representative. D. Propose a breakdown of bid package and work buy out. A Work for Construction Documents The Construction Manager shall provide the following services during the Construction Document phase: A. Determine subcontract bid packages and material procurement packages and identify those that could be advertised prior to the completion of construction documents. If the Owner's Designated Representative concurs that the Project will benefit and if funds are available, the Owner's Designated Representative may, at its option, elect to authorize the Construction Manager to advertise and award subcontracts or material procurements for long lead-time items in advance of completion of Construction Documents. The Construction Manager shall prepare procurement documents for long lead-time materials as necessary. B. Revise the Project schedule as required to reflect changes that have occurred during design or to reflect a change or more refined schedule for procurement of materials, subcontract buyout or construction. The Construction Manager shall provide weekly updates at the coordination meetings. C. Prepare and process the application(s) for all necessary permits except the master use and building. The Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 118 User Notes: (1196247088) Construction Manager shall monitor and expedite the permitting process as necessary to ensure that all construction permits are received in a timely fashion. D. Monitor the development of the Construction Documents. The Construction Manager shall provide value engineering and constructability reviews of elements of design when requested by the Architect and approved by the Owner. E. Prepare construction cost estimates within four weeks of receipt of documents from the Architect for the entire Project based on both the mid- and final Construction Documents submittals. If the estimate exceeds the MACC, the Construction Manager shall take whatever actions are necessary in conjunction with the Architect and Owner to reduce the cost of the Project to within the MACC. F. Complete an interdisciplinary plan check of both the mid- and final Construction Documents submittals. The Construction Manager shall provide comments to the Owner's Representative and Architect. The Construction Manager shall verify that the comments are incorporated into the Contract Documents. G. Review the record drawings and investigate the existing conditions at the Project site to ensure that the Construction Documents reflect the existing conditions. .5 Schedule The Construction Manager shall: A. Develop and keep current a master critical path schedule for the Project that includes design and construction activities as well as applicable regulatory agency, outside entity, Project team, and Owner activities and constraints. The schedule shall identify all long -lead procurement items. In developing the activities for this schedule, the Construction Manager shall consult with both the Owner's Designated Representative and Architect to ensure that the responsibility for and duration of these activities is accurate. B. Monitor and update the schedule monthly and discuss the need for corrective action with the Owner's Designated Representative and the Architect in weekly coordination meetings. C. Develop a bid packaging/phasing strategy and schedule. D. Develop a procurement strategy and schedule for direct purchase of materials, furnishings, fixtures, and equipment by the Owner's Designated Representative. The Construction Manager shall adjust the Construction Schedule accordingly. E. With the Owner's Designated Representative, establish a schedule for establishment of the MACC and TCC. .6 Budget The Construction Manager shall: A. Provide a detailed cost estimate for the Project at those points in the design review phases described in Subsection 2.1.3.3.A. The Construction Manager shall identify the margin of accuracy of estimates and identify appropriate contingencies. The Construction Manager's estimate shall employ a Uniformat system and also Bid Package format so it can be compared to other estimates. Formats will be coordinated with those used by the Architect. The Construction Manager shall monitor and update the budget each month and discuss the need for corrective action with the Owner's Designated Representative and Architect at progress meetings. B. Provide value engineering alternatives and cost reduction suggestions to the Architect and Owner's Designated Representative, such that the implementation of the proposed measures would maintain the design within budget without compromising the Owner's basic needs. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247181)9 C. Evaluate the availability and supply of labor and materials and the effect of market conditions on the budget, including the possibility of foreign -purchased materials. D. Prepare budget for long lead items. § 2.t4 Allowance for Preconstruction Services and Compensation for Preconstruction Services § 2.1.4.1 The Owner has established an allowance for Preconstruction Services of Three Hundred Seventy Two Thousand Dollars ($372,000) (the "Preconstruction Services Allowance"). § 2.1.4.2 Within seven (7) days of being notified it will be recommended for selection to the City Council, the Construction Manager shall submit a plan for the Preconstruction Services work ("Preconstruction Work Plan" or "Plan"). The Preconstruction Work Plan shall include a schedule of the activities included in the scope of work for Preconstruction Services and will identify the individuals the Construction Manager intends to use to accomplish the tasks assigned. If the Plan is not satisfactory to the Owner, the Owner will advise the Construction Manager of the shortcomings in the Plan and require the Construction Manager to resubmit the Plan. The Preconstruction Work Plan shall also include the anticipated number of hours needed to complete each activity, the name(s) of the individuals that will be used to complete each task and an hourly rate for each individual. The hourly rates multiplied by the number of hours needed to complete all tasks shall not exceed the Preconstruction Services Allowance, unless adjusted pursuant to mutual agreement of the Owner and Construction Manager, and once approved by the Owner shall constitute the "Preconstruction Services NTE Limit." The Construction Manager will not be entitled to any compensation for Preconstruction Services until the Owner approves Construction Manager's Preconstruction Work Plan. § 2.1.4.4 The Construction Manager will be paid an amount not to exceed the Preconstruction Services NTE Limit for Preconstruction Services. In the event the Construction Manager incurs costs and expenses in excess of the Preconstruction Services NTE Limit, the Construction Manager shall bear such costs and expenses and shall have no claim against the Owner on account thereof. § 2.1.4.5 If, in the performance of the Preconstruction Services, the Construction Manager performs any services normally associated with the Construction Phase of the Project, the cost of such services shall be included in the MACC or shall be paid as an additional service based on the Construction Manager's billing rate for such services, as shown in Exhibit B hereto, and expenses, without markup, if the work of the Construction Manager for the Project does not proceed beyond the Preconstruction Phase. § 2.1.5 Preliminary Cost EstimateaPhased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues. § 2.1.5.1 Based on the preliminary desir and other desitn criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of prog-ram requirements using- area, volume or similar conceptual estimating- techniques for the Architect's review and Owner's approval. If the Architect or Construction Manager su ests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 2.1.5.2 As the Architect prog-resses with the preparation of the Schematic Desig-n, Desir Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals ag-reed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing- detail and refinement and allowing- for the further development of the desig-n until such time as the Owner and Construction Manager ag-ree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect's. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 120 User Notes: (1196247088) review and the Owner's approval. The Construction Manager shall inform the Owner and Architect when estimates. of the Cost of the Work exceed the latest approved Project budtiet and make recommendations for corrective action. § 2.1.6 Notices and Compliance with Laws The Construction Manager shall develop bidders' interest in the Project. comply with applicable laws, statutes, ordinances, charters, 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. § 2.1.7 The Construction Manager shall prepare, for the Architect's review and the Owner's acceptance, a procurement schedule for items that must be ordered well in advance of construction. The Construction Manager shall expedite and coordinate the ordering- and delivery of materials that must be ordered well in advance of construction. If the Owner arees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager Upon the establishment of the Guaranteed Maximum Price, the Owner shall assitin all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. §-2,14-Extent-of-Responsibility The Construction Manager shall exercise reasonable care in preparing- schedules and estimates. The Construction Manager, however, does not warrant or tivarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manabcr is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manatier shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manatier as a request for information in such form as the Architect may require. The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other protirams as may be required by tiovernmental and quasi tiovernmental authorities for inclusion in the Contract Documents. § 2.2 - - - - - ' . - - - - - - - - - - Guaranteed Maximum Price Proposal and Establishment of Total Contract Cost (TCC) § 2.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manatier and in consultation with the Architect, the Construction Manabcr shall prepare a Guaranteed Maximum Price proposal for the Owner's. review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, including contintiencies described in Section 2.2.1, and the Construction Manager's Fee. The Total Contract Cost will be determined through a negotiation of the MACC conducted when Construction Documents are 90% complete. The MACC negotiations are separate from Preconstruction Services, and the Construction Manager shall not be reimbursed for the work related to MACC negotiations. § 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Construction Manatier 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 chanties in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Chane Order.Guaranteed Maximum Price Proposal. At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance. The Guaranteed Maximum Price proposal shall state the Preconstruction Services NTE Limit, the TCC, and shall separately state the TCC components: the negotiated MACC (including separately listing the Negotiated Support Services, Subcontractor Bonds, and MACC Contingency); the Fixed Fee; the Fixed Amount for Specified General Conditions work; and applicable Washington State sales tax. § 2.2.3 The Construction Manatier shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (119624711 .1 A list of the Drawings and Specifications, including- all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including- assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 A statement of the proposed Guaranteed Maximum Price, including- a statement of the estimated Cost of the Work org-anized by trade categories or systems, allowances, contingency, and the Construction Manager's Fee; ,9 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept the Guaranteed Maximum Price. Total Contract Cost (TCC) and Guaranteed Maximum Price Amendment § 2.2.3.1 The TCC shall be determined through a negotiation of the MACC between the Construction Manager and the Owner, and established by the Guaranteed Maximum Price Amendment. The Construction Manager shall not be reimbursed for any efforts related to MACC negotiations. The "Contract Sum," as used in the Contract Documents, shall refer to shall refer to the TCC. § 2.2.3.2 By executing the Guaranteed Maximum Price Amendment, the Construction Manager represents and acknowledges that the TCC is reasonable compensation for all of the Work, that the Contract Time set forth in the Construction Schedule is adequate for the performance of the Work, and that Construction Manager has carefully examined the Contract Documents and the Project site, including any existing structures, and that it has satisfied itself as to the nature, location, character, quality and quantity of the Work, the labor, materials, equipment, goods, supplies, work, services and other items to be furnished and all other requirements of the Contract Documents, as well as the surface conditions and other matters that may be encountered at the Project site or may affect performance of the Work or the cost or difficulty thereof, including but not limited to those conditions and matters affecting: transportation, access, disposal, handling and storage of materials, equipment and other items; availability and quality of labor, water, electric power and utilities; availability and condition of roads; normal climatic conditions and seasons; physical conditions at the Project site and the surrounding locality; topography; and equipment and facilities needed preliminary to and at all times during the performance of the Work, and furthermore acknowledges that no variation in the aforesaid site conditions from those observed, assumed, reasonably inferable or contemplated by the Construction Manager shall form the basis for any claim of changed condition by the Construction Manager. By executing the Guaranteed Maximum Price Amendment, the Construction Manager further acknowledges it shall be responsible for coordinating the activities of its Subcontractors of any tier during the Construction Phase, shall be responsible for discharging all of the Construction Manager's obligations under the Contract Documents and, during all phases, shall advise and work with the Owner, Architect and consultants and Subcontractors to make recommendations for alternate or substitute technologies, construction techniques, methods, materials, and practices based on cost savings, time saving and/or other related efficiencies and quality enhancements. The Construction Manager further represents that it is fully qualified and properly licensed, equipped, organized, financed and staffed to perform the Work and services under the Contract and such additional Work and services as the Owner may request (provided, however, that nothing in the Contract shall be deemed to require, authorize or permit the Construction Manager to perform any act which would constitute the practice of architecture, professional engineering, certified public accounting or law), and shall provide, in a timely, efficient and professional manner the Work and services in accordance with the Project and Construction Schedules. § 2.2.4 In preparing- the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. Maximum Allowable Construction Cost (MACC) § 2.2.4.1 All forms of Construction Manager compensation including Subcontractor bonds, MACC contingency and Negotiated Support Services are contained within the MACC. The MACC is the amount mutually agreed to between the Owner and Construction Manager that is required to complete all Work as described in the Contract Documents, except Work Services, and Owner -directed changes. The Owner shall maintain a contingency for Owner -directed changes. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 122 User Notes: (1196247088) § 2.2.4.2 The Construction Manager shall be responsible for all costs related to Subcontractor claims or charges that result from mistakes or omissions in the subcontract buyout, coordination errors and omissions in the Construction Documents that the Construction Manager reasonably should have detected, or interference between Subcontractors and the Construction Manager or between Subcontractors and other Subcontractors. If contingency funds are available within the MACC, Construction Manager may use said funds to offset the costs outlined in this section. If contingency funds are not available within the MACC, Construction Manager will be responsible for the overages. § 2.2.4.3 As part of the MACC negotiations, the Construction Manager shall provide the Owner a complete cost estimate in a format agreed to by the Owner and Architect and a Subcontract Plan satisfactory to the Owner outlining the subcontract packages and procurement schedule for each package the Construction Manager intends to prepare to execute the Project. The Subcontract Plan shall include a statement regarding the Work the Construction Manager intends to self -perform (if any) and an affidavit stipulating that the Construction Manager customarily performs such work. § 2.2.4.4 Supplemental Contract Documents. The Construction Manager recognizes that the Contract Documents may not be fully completed or developed at the time of the execution of the Guaranteed Maximum Price Amendment. The Construction Manager agrees to cooperate with the Owner and the Architect in order to satisfy the Owner's requirements for the Project and to incorporate all the Work described under other Contract Documents hereafter completed or developed. The Construction Manager and the Owner recognize that construction may commence on the basis of scope or incomplete Contract Documents; and in such event, additional Contract Documents will be prepared and issued, from time to time, for purposes of construction which will detail more completely all requirements of the Work. The Construction Manager and Owner have agreed to the Maximum Allowable Construction Cost set forth in the Guaranteed Maximum Price Amendment. The Construction Manager represents to the Owner that the Contract Documents are sufficiently complete to enable the Construction Manager to establish the Total Contract Cost of the Work, and the issuance of subsequent Contract Documents will not affect the TCC of the Work, unless a change in the scope of the Work is required. A change in the scope of the Work is not warranted if the portion of the Work was reasonably inferable from or contemplated by, or a prudent contractor should have realized that same was necessary or appropriate under the Contract Documents in existence at the time the TCC of the Work was approved by the Owner. During performance of the Work, the Construction Manager agrees to use its best efforts, exercising its best and prudent judgment, to accomplish the Work in conformance with, and as required or described by, or referred to in, the Contract Documents then available and developed. § 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. Construction Manager's Fee and Specified General Conditions § 2.2.5.1 Construction Manager's Fee. The Construction Manager's "Fixed Fee" shall be stated as a percentage in Construction Manager's final bid proposal and Article 5. Other than Washington State Sales Tax, Construction Manager's "Fixed Fee" shall cover all B&O taxes owed by the Construction Manager. The "Fixed Fee" shall include all profit (and loss) of the Construction Manager as well as home or regional general overhead office expenses of the Construction Manager during construction phase and all general home office staff time assigned to this Project. § 2.2.5.2 Specified General Conditions Work. The dollar amount for the "Specified General Conditions Work" shall be that amount stated in the Construction Manager's final Bid Proposal and in Article 5. The "Specified General Conditions Work" shall consist of salaried project staffing as defined in GC/CM Bid Requirements, Part 3 - "Specified General Conditions Work, Subpart 3.1 - Project Staffing." At a minimum, Construction Manager's salaried project staffing shall include the following positions: Project Manager Project Superintendent Project Engineer Other than Washington State Sales Tax, Construction Manager's "Specified General Conditions Work" dollar amount shall cover all salaried payroll taxes owed by Construction Manager. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (119624713 § 2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing -before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending. this Areement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the ag-reed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. Negotiated Support Services § 21.7 The Construction Manager 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 Owner provides prior written authorization for such costs. § 2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawing -s and Specifications to incorporate the meed upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish those revised Drawing -s and Specifications to the Construction Manager as they are revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawing -s and Specifications. § 2.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are leg -ally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. § 2.2.6.1 Negotiated Support Services shall be on an actual cost or a lump sum basis. The costs are budgeted and identified in Article 5 and included in the MACC. If the total expended on Negotiated Support Services exceeds the total budgeted amount, the Construction Manager may use contingency funds available within the MACC to pay the excess. If contingency funds are not available and total Negotiated Support Services expenditures exceed the total budgeted amount, the Construction Manager will be responsible for the overages; provided, however, if Owner determines that Construction Manager did not cause the overages, Owner may in its sole discretion increase the budgeted amount for Negotiated Support Services or Construction Manager's contingency to cover the overages. § 2.2.6.2 Negotiated Support Services shall be all expenses of the Construction Manager related to project support, whether direct or through consultants, including, but not limited to: labor and materials; Test Engineer; participation in and the support of the Subcontractor bidding process of the Project; reproduction of documents (e.g., plans, blueprints, shop drawings, submittals, correspondence, etc.); bid document reproduction; two-way radios whether owned by and rented from Construction Manager or rented from a third party; rental of equipment whether owned by and rented by Construction Manager or rented from a third party; gas, oil and maintenance; small tools whether owned by and rented from Construction Manager or from a third party; use taxes; craft payroll taxes; computer charges; project construction administration software (e.g., scheduling software, set-up of project computer network, project computer and system maintenance, etc.); survey and layout; temporary utilities (e.g., power, water, natural gas, etc.); temporary sanitation (e.g., temporary latrines, drop boxes, janitorial services, etc.); temporary heating; temporary weather protection; temporary drinking water; temporary structures (e.g., craft dry shacks, set-up of craft dry shacks, miscellaneous temporary structure/safety structures, etc.); temporary parking for salaried project staffing; temporary fire protection (e.g., construction related fire extinguishers and fire stand -pipe system, etc.); project safety (e.g., drug and alcohol tests, safety equipment and awards, temporary railings, ladders and barricades, progress cleanup, traffic control and flagging, site and street cleaning, dust control, etc.); first aid; barricades and temporary fences around the site; temporary signage; field office equipment; supplies and furniture (e.g., facsimile, computers, printers, copy machines, desks, filing cabinets, other incidental office expenses, etc.); telephone and postage (e.g., telephone hookup, cellular telephones, local and long distance charges, postage, express mailing, computer line charges, initial set-up of computer line, etc.); travel; Subcontractor insurance and bond premiums; and other incidental expenses attributable to the Work on this Project, excluding Work that is included in the "Specified General Conditions Work," or is included in the MACC. § 2.2.7 Performance and Payment Bond. One month prior to the Notice to Proceed for Construction, the Construction Manager shall deliver to the Owner performance and payment bonds for the full TCC, on a form provided by the Owner and as described in A201-2007. The costs of such bonds are included in the costs for Specified General Conditions, and therefore will be borne by Construction Manager out of that sum. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 124 User Notes: (1196247088) § 2.2.8 Construction Manager Reduction Incentive. All savings from expenditures for the Work totaling less than the MACC, shall accrue to the Owner, except that the Construction Manager shall bill for and receive an incentive payment of a sum equal to 50% of all savings under the MACC, up to a maximum incentive payment of $200,000.00 on the final request for payment of the project. PAGE 11 § 2.3.1.3 The Construction Manager shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. The Construction Manager shall provide construction management services, including but not limited to: assistance in planning and design; life cycle cost engineering; scheduling; cost estimating; determining constructability; assessing alternative construction options for cost savings including assistance to the Owner with development tasks necessary to support the construction effort; and preparation of Subcontractor bid packages. Construction management services shall be provided throughout the Project, from the Preconstruction Phase through the Construction Phase, and shall be closely coordinated with the Architect and Owner's Designated Representative. The Construction Manager shall provide full general contracting services for construction of the Project in accordance with the requirements of this Contract and RCW 39.10.340 through .410. Throughout the term of this Contract, Construction Manager shall work collaboratively and proactively with the Owner and Architect to proceed with the planning, design, and development of the Work in a manner which supports the Owner's efforts to maintain the MACC. § 2.3.1.4 Owner/Construction Manager/Architect. The Owner shall give direction to both the Construction Manager and the Architect. The relationship between the Construction Manager and the Architect is intended to be collaborative and proactive, both participating on the same team with the Owner. § 2.3.1.5 Work During Construction. During construction the Construction Manager shall provide all services required of a general contractor and construction manager Specific details of the Work during construction are provided below, but they shall in no way limit the Construction Manager's overall duty to provide construction and construction management services. § 2.3.1.6 Construction Manager Overall Responsibilities. The Construction Manager will be responsible for construction of the Project within the dollar limits of the TCC. The Construction Manager shall coordinate with the Owner's Project Representative. Representatives from the Architect will be on site as necessary to provide design support, working through the Owner. Weekly construction coordination meetings will be held, which will be attended by Owner's Project Representative, the Construction Manager, and the Architect as further defined in the A201-2007. The scope of services to be provided will include construction, construction management, procurement, fit out, Quality Assurance/Quality Control (QA/QC) coordination, test engineer, coordination of as -built drawings, site safety, etc. 6 2.3.1.7 Prevailing Wages § 2.3.1.7.1 In accordance with Chapter 39.12 RCW, Construction Manager and its Subcontractors shall pay employees for each trade or occupation performing work on this Public Works Project not less than the minimum, current Prevailing Wage Rate and shall comply in all respects with Chapter 39.12 RCW or other requirements as defined by: Prevailing Wage Section, ESAC Department of Labor and Industries P.O. Box 44540 Olympia, Washington 98504-4540 Tel. (360) 902-5335 § 2.3.1.7.2 Prevailing Wage Rate is defined as the hourly wage, fringe benefits, and overtime in accordance with provisions of the Washington Public Works Act (most current rules and regulations). The applicable Prevailing Wage Rates as of the Effective Date are the rates in effect for King County as of October 20, 2017. For any renewal term, the applicable prevailing wage shall be based upon the rates in effect on the first day of the renewal term. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (119624715 a) Construction Manager and Subcontractors must pay a wage -and -fringe benefits package to workers that is equal to or exceeds the prevailing wage & prevailing fringe benefit amounts added together. b) Construction Manager and Subcontractors must observe overtime, holiday, and Code provisions that are part of the Prevailing Wage Rate. c) The most current Schedule of Washington State Prevailing Wage Rates for King County is located at htttis://fof tr°esssva.gov/1ni/wagelookup/prvWagelookup,aspx, and is incorporated by reference in this Agreement, except as amended or superseded by new current Prevailing Wage Rates, Codes, Laws, or other Governing Authorities. A copy is available at the Owner's office upon advance request, and Owner will send a copy to Construction Manager upon request. d) It is the sole responsibility of the Construction Manager to assign the appropriate classification to persons performing Work under this Agreement, to ascertain the applicable Prevailing Wage Rate for each classification, and to not pay a worker less than the minimum hourly wage rates and fringe benefits for said worker's classification. e) In the event any dispute arises as to what are the prevailing rates of wages for a specific trade, craft or occupation, and such dispute cannot be adjusted by the parties in interest, including labor and management representatives, the matter shall be referred for arbitration to the Director of the Depat intent of Labor and Industries, and the Director's decision shall be final, conclusive, and binding on all parties involved in the dispute. § 2.3.1.7.3 A "Statement of Intent to Pay Prevailing Wages," as approved by a Department of Labor and Industries "industrial statistician," is required to be submitted from Construction Manager and all Subcontractors with its first Application for Payment and as a condition precedent to any payment. Payment will not be released until the required Statement of Intent to Pay Prevailing Wages is received by Owner. § 2.3.1.7.4 Construction Manager shall post a Prevailing Wages Statement as required by RCW 39.12.020. § 2.3.1.7.5 Upon completion of the Work, and as a condition precedent to payment, Construction Manager and all the Subcontractors must submit to Owner Affidavits from the Construction Manager approved by the Industrial Statistician of the Washington State Department of Labor and Industries stating that the Construction Manager and all Subcontractors and material suppliers for the project have been paid in full ("Affidavit of Wages Paid"). Construction Manager must submit an Affidavit of Wages Paid for any Subcontractor that ceases to provide Work during the term of this Agreement. § 2.3.1.7.6 The Depat intent of Labor and Industries requires a fee, to be paid at the time of submittal, for both the Statement of Intent to Pay Prevailing Wages forms and the Affidavit of Wages Paid forms. All fees required by the Department of Labor and Industries shall be paid by the Construction Manager § 2.3.t8 Apprentice Utilization. The Construction Manager shall comply with the Owner's Apprentice Utilization goals and reporting requirements, as stated in City of Tukwila Resolution #1814, which is available upon request. § 2.3.2 Construction Administration and Management. The Construction Manager shall: § 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate ag-reements with the Construction Manager. The Owner may desit...ate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Construction Manager and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection.Manage construction of the Project, serve as general contractor and will carry out the construction of the Project through subcontracts or by Work performed by Construction Manager. Further, the Construction Manager agrees to provide the key personnel who were named in the Construction Manager's proposal for the Project and are stated in the Guaranteed Maximum Price Amendment. The key personnel named in the Guaranteed Maximum Price Amendment shall remain assigned for the duration of the Project unless otherwise agreed to in writing by Owner. In the event that Construction Manager proposes to substitute any of the key Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 126 User Notes: (1196247088) personnel designated in the Guaranteed Maximum Price Amendment, the individual(s) proposed must demonstrate similar qualifications and experience as required to successfully perform such duties. Owner shall have the sole right to determine whether key personnel proposed as substitutes are qualified to work on the Project. Owner shall not unreasonably withhold approval of staff changes. § 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to the Owner by the Construction Manager, (2) is qualified to perform that portion of the Work, and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner.Coordinate all on-site activities. The Construction Manager shall provide ongoing coordination between crafts, provide quality control, settle disputes between Subcontractors, negotiate any modification proposals with the Subcontractors (Owner expects the Construction Manager to negotiate with Subcontractors but reserves the right to reject any Subcontractor proposal), negotiate modification proposals with the Owner, revise and forward submittals and requests for information (RFIs) to Owner for action, and respond to all correspondence related to the effort required for any procurement activities that arise from a Subcontractor's inability or unwillingness to perform. § 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 Owner. If the Subcontract is. awarded on a cost plus fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below.Conduct weekly progress meeting(s) and weekly Subcontractor meeting(s) and maintain minutes for them. The Construction Manager shall attend construction oversight meetings with Owner's Designated Representative and Architect as required. The Construction Manager shall conduct site tours for the Owner and other officials as requested by Owner. § 2.3.2.4 If the Construction Manager recommends a specific bidder that may be considered a "related party" according to Section 6.10, then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2.Coordinate general building layout, including layout work provided by separate trades for their own work, to insure that no conflict exists with the work of other trades. § 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, N.. distribute minutes to the Owner and Architect.Develop site safety plan and manage job site safety. § 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201 2007. Provide sufficient staff, including but not limited to project managers; field engineers; superintendents; engineers; construction quality control representatives; testing engineers; scheduling engineers; cost engineers; and clerical and accounting personnel to ensure that: A Modification proposals are submitted to the Owner within fourteen (14) calendar days of the receipt by the Construction Manager of the Subcontractor's proposal. Only changes negotiated between Construction Manager and Subcontractor and approved by Owner are acceptable. B. RFIs are reviewed and forwarded to Owner within three (3) working days of receipt, unless a shorter period of review is required to avoid delay. C. Submittals are reviewed for completeness and forwarded to Owner's Designated Representative within seven (7) calendar days of receipt. D. Replies to correspondence from Subcontractors, Owner, and other outside agencies are provided within seven (7) calendar days. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (11962471827 E. For a minimum of ninety (90) calendar days after Physical Completion, provide adequate qualified staff that is authorized to act on behalf of their firm to be present to coordinate and insure that any outstanding Work items, punch -lists, testing and commissioning are completed, at no additional cost to the Owner. § 2.3.2.7 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as. agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner.Administer all construction correspondence and maintain a document tracking and filing system for the Project. § 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in process and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 2.3.2.7 above. Participate in community meetings, meetings with regulatory agencies, City Council and committee meetings as requested by Owner's Designated Representative. § 2.3.2.9 Construction Manager will only charge for personnel labor where such personnel are working full time and are located at the site. & 2.3.3 Bidding and Subcontract Plan § 2.3.3.1 The Construction Manager is responsible for issuing bid packages consistent with the Contract Documents and RCW 39.10.380, .385 and.390, as may be applicable. The Construction Manager is responsible for ensuring that the low qualifying bid for each package being within the amount budgeted within the MACC. The Construction Manager may, in its discretion, use MACC contingency to cover any bid package that exceed the amount budgeted within the MACC, up to the total of the remaining MACC contingency. If there is no remaining MACC contingency, the Construction Manager shall cover the cost of the excess. § 2.3.3.2 The Construction Manager shall conduct public solicitation of bids and public bid openings, evaluate bids, and conduct or coordinate appropriate hearing of any bid protests in compliance with the Contract Documents and applicable law. Owner's Designated Representative will maintain an oversight role during the bid process. § 2.3.3.3 Prior to subcontract bidding, the Construction Manager shall secure the Owner's approval of its Subcontract Plan. § 2.3.3.4 Before soliciting bids, the Construction Manager shall submit and the Owner shall approve, final bid package estimates for all subcontract bid packages in its approved Subcontract Plan. The Construction Manager shall at the same time, inform the Owner of its intention to bid to "self -perform" all or any part of any bid package, provided Construction Manager shall also meet the requirements of RCW 39.10.380 through .410 as may be applicable. The sum of all the final bid package estimates in the Subcontract Plan shall not exceed the MACC. § 2.3.3.5 The Construction Manager shall bid out the subcontracts in accordance with its approved Subcontract Plan. During subcontract buyout, the Construction Manager may request a change in its Subcontract Plan and the Owner will not unreasonably withhold approval provided the sum of all of the final bid package estimates in the Subcontract Plan as revised does not exceed the negotiated MACC. § 2.3.3.6 If the low responsive bid for a particular bid package is greater than the final bid package estimate, then the provisions of RCW 39.10.380 shall apply. If the lowest responsive bid does not exceed the final bid package estimate by $125,000.00 for bid packages up to $10 million, and 2% for bid packages with bid package estimates greater than $10 million, then the Construction Manager may negotiate an adjustment to that bid based upon Owner approved changes to the subcontract scope that bring the bid within the amount the Owner and the Construction Manager agree to be the available funds. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 128 User Notes: (1196247088) § 2.3.3.7 If the Construction Manager chooses not to negotiate under the provisions of Section 2.3.3.6 above, or if the low conforming bid exceeds the final bid package estimate by more than the amount permitting negotiations, the Construction Manager shall award the bid package to the low responsive responsible bidder as provided in RCW 39.10.380. The Construction Manager may request and the Owner, in its sole discretion, may agree to changes in the bid package. The Construction Manager may then re -bid, but all time delays and costs associated with the re -bid shall be the responsibility of the Construction Manager. If contingency funds are available within the MACC, Construction Manager may use said funds to offset these costs. If contingency funds are not available within the MACC, Construction Manager will be responsible for the overages. § 2.3.3.8 If any Subcontractor to whom a Bid Package has been awarded is unable to perform, the Construction Manager shall have the option to re -bid or negotiate for the performance of the work or perform the work itself Except as provided in this Section, the Construction Manager shall bear all risk and/or cost overruns occasioned by a Subcontractor's inability to perform. If contingency funds are available within the MACC, Construction Manager may use said funds to offset the costs outlined in this subsection. If contingency funds are not available within the MACC, Construction Manager will be responsible for the overages. § 2.3.3.8 Further requirements for Subcontracting and Bidding are located in Section 2.6. 6 2.3.5 Construction Manager Cost Accounting. Starting with the award of the first bid package, the Construction Manager shall provide a monthly report to the Owner for review of expenditures, tracking of Subcontractors, and contract changes. The report shall include, at a minimum. § 2.3.5.1 Final Bid Package Estimate. Once agreement has been reached on the Final Bid Package Estimate, the values in this column do not change. At an appropriate time during the Project, with approval of Owner, this column need not be printed in each monthly report. This column must, however, be maintained and be available upon the Owner's request. § 2.3.5.2 Final Bid Package Estimate Adjustments. To be used to record adjustments in the Final Bid Package Estimate. § 2.3.5.3 Available Funds (Revised Budget). The sum of the "Final Bid Package Estimate" and "Adjustments". § 2.3.5.4 Budget Adjustment. This column shall indicate any change to any budget line item that occurred since the last report. § 2.3.5.5 Subcontract. This column shall reflect the amounts encumbered less change orders. § 2.3.5.6 Change Order. (Two columns) One column shall reflect the value of Change Orders paid from the MACC contingency and one column shall reflect the value of change orders paid from the Owner's contingency. § 2.3.5.7 Revised Subcontract Amount. This column shall reflect the total of "Subcontracts" and "Change Orders." § 2.3.5.8 Variance. This column shall reflect the budget less the subcontract, less change orders. § 2.3.5.9 Expended to Date. This column shall reflect the amount paid to the Construction Manager from the Owner. § 2.3.5.10 Expended Prior Period. This column shall reflect the amount recorded in the month report immediately preceding the current report as "EXPENDED TO DATE." § 2.3.5.11 Expended this Period. This column shall reflect the amount expended to date less the amount reported in all previous periods. § 2.3.5.12 Percent of Budget. This column shall reflect the amount of the negotiated budget that has been expended and is the amount "Expended to Date" divided by the sum of "Available Funds" and "Change Orders" expressed as a percentage. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (119624719 § 2.3.5.13 Anticipated Cost to Complete. This column shall reflect the amount the Construction Manager believes shall be required to finish the Work. § 2.3.5.14 Balance. This column shall reflect the difference between the sum of the amount "Expended to Date" and the "Anticipated Cost to Complete" and the budget as adjusted. § 2.3.5.15 The Owner and the Construction Manager at monthly construction oversight meetings will review the monthly report. Budget adjustments will be reviewed and mutually agreed to at that time. § 2.3.6 Cost Reporting. In general and as further described in General Conditions and Division 0 —18 inclusive, the Construction Manager shall: § 2.3.6.1 Prepare a detailed construction budget for the Project based on the MACC cost documentation. The Construction Manager shall update the budget each month showing a complete, detailed, and current accounting for the cost of the Work buyout versus the MACC estimates for each line item. § 2.3.6.2 Prepare a schedule of values for each subcontract. § 2.3.6.3 Prepare monthly cost reports. For each subcontract, the Construction Manager shall state costs expended, budget remaining, and change order status. The Construction Manager shall provide a cost forecast for each subcontract and the project as a whole. § 2.3.6.4 Prepare monthly progress report narrative. § 2.3.6.5 Prepare monthly earned value report. § 2.3.6.6 Establish pay request procedures. The Construction Manager shall prepare monthly pay requests. § 2.3.6.7 Prepare independent cost estimates for Subcontractor change orders. The Construction Manager shall document and track all change order payments. § 2.3.6.8 Resolve Subcontractor claim issues. § 2.3.6.9 At conclusion of Project, prepare final accounting of Project and prepare final payment and buyout. § 2.3.7 Schedule. The Construction Manager shall: § 2.3.7.1 Develop and keep current a master critical path schedule ("CPM") for the project as required by A201-2007 and that includes design and construction activities as well as applicable regulatory agency, outside entity, project team, and CPM activities and constraints. The CPM shall identify all long -lead procurement items. In developing the activities for the CPM, the Construction Manager shall consult with both Owner's Designated Representative and Architect to ensure that the responsibility for and duration of these activities is accurate. The Construction Manager shall submit the CPM to Owner or such other person as the Owner shall designate for approval. § 2.3.7.2 Monitor construction progress and formally update the CPM every month. The Construction Manager shall discuss the need for corrective action regarding the CPM with Owner's Designated Representative in the weekly coordination meetings. § 2.3.7.3 The Construction Manager shall also prepare a three-week look -ahead schedule each week, which will be presented to Owner's Designated Representative not later than the weekly coordination meeting. Once a month, the Construction Manager shall also prepare a monthly summary schedule and six-week look -ahead with the monthly progress. 8 2.3.8 Quality Control/Quality Assurance. § 2.3.8.1 The Construction Manager shall be responsible to ensure that the Owner's inspectors are given notice and are afforded timely and appropriate access to the Work to make their inspections. Special inspection required by the Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 130 User Notes: (1196247088) appropriate building officials and regulatory agencies will be provided by the Owner's Designated Representative. § 2.3.8.2 The Construction Manager shall develop and submit a QA/QC plan for the Project to complement the Owner's independent testing and inspection. The QA/QC plan shall be approved by Owner's Designated Representative. QA/QC shall be conducted as further described in the Contract Documents. § 2.3.8.3 The Construction Manager shall review the Owner's testing and inspection reports and, where required, take appropriate remedial actions. § 2.3.8.4 The Construction Manager shall, in cooperation with the Owner's Designated Representative and Architect, develop an appropriate system for reporting and correcting deficiencies. 2.3.9 Procurement. The Construction Manager shall: § 2.3.9.1 Prepare and maintain a detailed procurement schedule for all direct Owner -purchased materials, furnishings, fixtures, and equipment. § 2.3.9.2 Coordinate delivery and installation of Owner -purchased items. 6 2.3.10 Commissioning, Test, Close Out. § 2.3.10.1 Substantial Completion, for purposes of Section 9.8 of the General Conditions and this Contract, shall include those commissioning activities necessary to obtain a certificate of occupancy. § 2.3.10.2 The Construction Manager shall assist the Owner in obtaining a certificate of occupancy and the required permits necessary for the Owner to take a beneficial occupancy of the facility constructed in this project. § 2.3.10.3 The Construction Manager shall prepare and/or coordinate the preparation of all operations and maintenance manuals § 2.3.10.4 The Construction Manager shall assemble and coordinate all vendor manuals, warranties, guarantees, affidavits, releases, bonds waivers, certificates of occupancy, etc. § 2.3.10.5 The Construction Manager shall administer and coordinate the preparation of all Subcontractor and/or vendor shop drawings, if any. § 2.3.10.6 Working in conjunction with Architect's field staff, the Owner's Designated Representative, and the Construction Manager shall develop a protocol for preparing as -built drawings in accordance with the Contract Documents. § 2.3.10.7 The Construction Manager shall prepare closeout documentation acceptable to the City of Tukwila. 2.3.11 Time of Completion, Liquidated Damages. § 2.3.11.1 The Construction Manager shall achieve Substantial Completion, Physical Completion, and Final Completion of the Work of this Project on or before the date stated in the Guaranteed Maximum Price Amendment for each phase of the Project. The terms "Substantial Completion," "Physical Completion," and "Final Completion" are as defined in A201-2007 Section 9.8 and 9.10 and stated in the Guaranteed Maximum Price Amendment. § 2.3.11.2 Any delay in the scheduled date for Physical Completion and Final Completion of the Project will make it difficult and unwieldy for the Owner to administer warranty and service to equipment placed in use at Substantial Completion, and will interfere with the ability of the Owner to close its project office and reassign Owner staff, thus causing the Owner to incur unwarranted expense. The parties recognize that the cost to Owner of any such delay is difficult to determine, and therefore, the parties have negotiated and agreed that in the event that Construction Manager does not achieve Physical Completion or Final Completion of any phase the Project by the dates specified in the Guaranteed Maximum Price Amendment, the Owner shall have the right to elect among the following remedies: 1) continue to allow the Construction Manager to work toward Physical Completion and Final Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247181 Completion, provided that for each day of delay, Construction Manager shall pay to the Owner as liquidated damages, the sum of $2,000 per day until Owner determines that the relevant completion has occurred; and 2) terminate this Agreement and bring action, including without limitation for breach of contract seeking actual damages The liquidated damages sum shall apply separately to each phase so that if, for example, two phases are delayed, the liquidated damages would be $4,000 per day for each day both phases are delayed. The parties agree that the liquidated damages amount is a reasonable estimate of actual damages and not a penalty. Section 3.12.10 of A201-2007 shall apply to both the Preconstruction and Construction Phases. In addition, Construction Manager shall furnish professional and competent construction administration and management services, including provision of sufficient quantities of fully qualified, competent and experienced personnel capable of performing the services set forth in this Agreement. The parties shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the parties for the Project to the fullest extent possible in order to further the interests of the Owner and to effect prompt completion of the Project in accordance with the requirements of the Contract, including but not limited to, the Contract Time and the Total Contract Cost. PAGE 18 8 2.6 Subcontracting § 2.6.1 Other than the Specified General Conditions and Negotiated Support Services, all Work on the Project shall be competitively bid with public bid openings and as otherwise provided by RCW 39.10.380 through .410. In the event of conflict with the Contract and Chapter 39.10 RCW, the statute will govern. Subcontract Work shall not be issued for bid until the Owner has approved a Subcontract Plan prepared by the Construction Manager. The Construction Manager shall organize and solicit bids for the subcontract Work to accomplish the Work in the most efficient and cost effective manner possible. The Construction Manager may not use any alternates without approval of the Owner. Without limiting the Owner's right to approve a Subcontract Plan, one of the primary interests of the Owner in approving the Subcontract Plan is to satisfy itself that, in the event that the Construction Manager desires to self -bid on any bid package(s), that such bid package(s) does not give the Construction Manager an unfair advantage. § 2.6.2 As part of the Specified General Conditions Work, the Construction Manager shall be responsible for all costs associated with the subcontracting process including, but not necessarily limited to: Developing solicitations for Subcontract packages. Site tours. Responding to questions from bidders. Providing bid opening facility. Bidding in accordance with public works requirements. Contract award. § 2.6.3 Solicitations of Subcontractors by the Construction Manager shall be made in accordance with the following procedures: § 2.6.3.1 All Subcontractor bids will be required to be written, signed, and submitted in a sealed envelope at a specific time and to a specific location, where the bids will be publicly opened and read aloud. 2.6.3.2 All Subcontractor bids shall include the following language: BIDS HELD OPEN FOR MINIMUM NINETY (90) DAYS AND TERMINATION OF PROPOSED BID AWARD FOR NON -APPROPRIATION OF FUNDS — The low responsive responsible bidder for every bid package shall hold its bid open for formal acceptance a minimum of ninety (90) days from the date of announcement of each proposed bid award and, at Owner's sole discretion, shall hold its bid open an additional fifteen (15) days. If, (1) Owner is not appropriated sufficient funds for the goods or services required for a bid package in order to proceed with this proposed contract award in its entirety, or (2), contract award is dependent on funding from other sources and that funding is withdrawn, reduced, or limited in any way before the award of this contract and Owner, in its sole reasonable judgment, does not have other available funds to award this contract, Owner, in its sole discretion, Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 132 User Notes: (1196247088) may terminate the proposed contract award by 10 days written notice to Construction Manager If the award is terminated, no low responsive responsible bidder shall be entitled to any monetary, legal, or equitable relief. § 2.6.3.3 Solicitations for bids will be advertised in advance in the Seattle Daily Journal of Commerce, Public Notice Section, and Seattle Times, Public Notice Section. § 2.6.3.4 Bidders may obtain the bid results by telephone from the Construction Manager. Any such calls to the Owner will be referred to the Construction Manager. § 2.6.3.5 When critical to the successful completion of a Subcontractor bid package, the Construction Manager may evaluate for bidding eligibility a Subcontractor's ability, time, budget, and specification requirements based on the Subcontractor's performance of those items on previous projects. Subcontract bid packages shall be awarded to the responsible bidder submitting the low responsive bid. The requirements of RCW 39.30.380 through .410 apply to each subcontract bid package. The Construction Manager shall be responsible for ensuring all of these requirements are complied with. The Construction Manager will describe responsiveness requirements and bidding procedures in each bid solicitation and will review the requirements and procedures with the Owner prior to issuing each bid solicitation. § 2.6.4 The Construction Manager shall comply with applicable Subcontractor bidding procedures, including without limitation RCW 39.10.380 and, if approved by Owner, RCW 39.10.385. § 2.6.5 The Construction Manager may only bid on a subcontract package with the permission of the Owner and if the requirements of RCW 39.10.390 are met. 2.7 Nondiscrimination and Disadvantaged Business Enterprises § 2.7.1 Notwithstanding any other provisions herein, this Contract does not require any specific utilization levels of minorities or women in the Construction Manager's workforce, except as may be specified in any federal regulations or statutes included or referenced in the Contract. The Owner encourages the Construction Manager to employ a workforce reflective of the region's diversity. The Construction Manager shall adhere to all non-discrimination requirements set forth in Federal and State laws and regulations and in local applicable provisions. § 2.7.2 During the performance of the Work, the Construction Manager will not discriminate against any employee or applicant for employment because of race, religion, creed, color, sex, marital status, sexual orientation, gender identity, political ideology, ancestry, national origin, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification. § 2.7.3 Disadvantaged Business Enterprise Requirements 1. General. Currently, minority and woman businesses and workers are under -represented on City of Tukwila construction projects. The Construction Manager acknowledges that the Owner has specific goals to promote and ensure equality for employees and women and minority owned businesses in the construction of the Project. Construction Manager must perform affirmative, good faith, and meaningful efforts for outreach and subcontract participation of Disadvantaged Business Enterprises, as that term is defined in RCW 39.10.210 ("DBEs"). No minimum level of DBE Subcontractor participation shall be required as a condition of receiving award; provided, however, that any affirmative action requirements set forth in any federal regulations or statutes included or referenced in the Contract will continue to apply. 2. Non -Discrimination. The Construction Manager shall not create barriers to open and fair opportunities for DBEs to participate in all contracts and to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with Subcontractors and suppliers, the Construction Manager shall not discriminate on the basis of race, religion, creed, color, sex, marital status, sexual orientation, gender identity, political ideology, ancestry, national origin, or the presence of any sensory, mental or physical handicap. 3. Record -Keeping. The Construction Manager shall maintain, for at least twelve (12) months after completion of this Contract, relevant records and information necessary to document the Construction Manager's Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 20 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247183 utilization of DBEs and other businesses as Subcontractors and suppliers under this Agreement and in its overall public and private business activities. The Owner shall have the right to inspect and copy such records. If this Contract involves federal funds, the Construction Manager shall comply with all record- keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the Contract. 4. Sanctions for Violation. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Construction Manager may be subject to damages and sanctions provided for by the Agreement and by applicable law. § 3.1 - - - Information Required of the Owner The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project. § 3.1.1 The Owner shall provide information with reasonable promptness, retarding- requirements for and limitations on the Project, including a written protram which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manater may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1) the Owner fails to make payments to the Construction Manager as the Contract Documents require, a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager and Architect. § 3.1.3 The Owner shall establish and periodically update the Owner's budget for the Project, including- (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner sirificantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter ag-ree to a corresponding- change in the Project's scope and quality. § 3.1.4 Structural and Environmental -Tests, Surveys and Reports. During- the Preconstruction Phase, the Owner shall furnish the following- information or services with re sonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving- the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating- to the safe performance of the Work. § 3.1.4.1 The Owner shall furnish tests, inspections and reports required by law and as otherwise ag-reed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 3.1.4.2 The Owner shall furnish surveys describing -physical characteristics, leg -al limitations and utility locations for the site of the Project, and a leg -al description of the site. The surveys and leg -al information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining- property and structures; desig-nated wetlands; 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 § 3.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited to test boring -s, test pits, determinations of soil bearing- values, percolation tests, Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 21 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 134 User Notes: (1196247088) necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 3.1,4,4 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services. under the Owner's control and relevant to the Construction Manager's performance of the Work with rc sonablo promptness aftcr receiving the Construction Manager's writtcn request for such information or services. The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative Designated Representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201-2007, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative.Designated Representative. PAGE 20 The Owner shall retain an Architect to provide services, duties duties, and responsibilities as described in AIA Document B 133Tm-2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any further modifications to the agreement. Payments based on the number of hours expended multiplied by the rates stated in Exhibit B, up to and not to exceed the Preconstruction Services NTE Limit, as further described in Section 2.1.4. § 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within ( ) months of the date of this Agreement, by the end of the months stated in Section 2.1.1, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 4.1.4 Compensation based on Direct Personnel Expense the rates stated in Exhibit B includes the direct salaries of the Construction Manager's personnel providing Preconstruction Phase services on the Project and the Construction Manager's costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. § 4.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Construction Manager, on a monthly basis, may invoice the Owner for Preconstruction Services performed in the prior month. Labor charges shall be based on the rates set forth in Exhibit B. Such rates shall be compensation for any and all expenses and costs of the Construction Manager other than reimbursables. Reimbursables must be accompanied by appropriate receipts or other evidence of expenditure. Reimbursables are for items such as long distance travel, research, copying and documentation, etc. With regard to travel, the Preconstruction Services NTE Limit includes local travel and parking costs, but does not include the costs of long distance trips made outside the greater Seattle -Tacoma metropolitan area by employees of the Construction Manager in connection with the Work. Provided the Owner approves such travel in writing in advance of the Construction Manager incurring the expense, the Owner shall reimburse the Construction Manager for its actual travel costs, including lodging and meals, except that lodging and meal expenses for long distance trips shall not exceed the current Runzheimer index amounts for the metropolitan areas visited. Travel shall be at the lowest cost reasonably available. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 22 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247185 § 4.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid ( ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the leg -al rate prevailing from time to time at the principal place of business of the Construction Manager. {Insert rate of monthly or annual interest agreed upon.) )4,—thirty (30) days after presentation of the Construction Manager's invoice, subject to Owner's right to withhold payment under the Contract Documents. PAGE 21 § 5.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 Specified General Conditions, the Negotiated Support Services, and the Cost of the Work for the Construction Phase plus the Construction Manager's Fee. e-XStated as a percentage of Cost of the Work) § 5.1.2 The method of adjustment of the Construction Manager's Fee for changes in the Work:Specified General Conditions: § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work:The Negotiated Support Services: § 5.1.4 Rental rates for Construction Manager owned equipment shall not exceed percent ( %) 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 t nits and i imitations Price -per -Unit -($040) § 5.2 Guaranteed Maximum PriceMaximum Allowable Construction Cost § 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price Cost of the Work for the Construction Phase and Negotiated Support Services shall not collectively exceed the Maximum Allowable Construction Cost 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, and Negotiated Support Services collectively exceed the Maximum Allowable Construction Cost, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price Maximum Allowable Construction Cost without reimbursement or additional compensation from the Owner. § 5.2.2 The Guaranteed Maximum Price Maximum Allowable Construction Cost 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. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 23 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 136 User Notes: (1196247088) § 5.3.2 Adjustments to the Guaranteed Maximum Price MACC 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.Construction, and all of Article 7 shall apply to such adjustments. § 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms calculations of "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 assig-ned 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 Owner's prior consent on the basis, of cost plus a fee shall be calculated in accordance with the terms of those subcontracts.be consistent with Section 7.5 of A201-2007. § 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, MACC, 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 Construction Manager's Fee as defined in Section 5.1 of this Agreement.be consistent with Section 7.5 of A201-2007. § 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the am -regale, that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the oritinal Work, and the Guaranteed Maximum Price shall be adjusted accordingly. PAGE 22 § 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7.6.7, except to the extent payment for such items would conflict with the Contract Documents. § 6.1.1.1 Notwithstanding Section 6.1.1, the Cost of the Work shall not include any costs or items that are included in the Specified General Conditions or the Negotiated Support Services, even if set forth in Sections 6.1 through 6.7. § 6.2.2 Wates or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's prior approval. (If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager'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.)[Intentionally Omitted.1 § 6.2.3 Wates and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.fIntentionally Omitted.] § 6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3.Section 6.2.1. PAGE 23 Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 24 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247187 § 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 Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager's Fee or subject to the Guaranteed Maximum Price. MACC. 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. PAGE 24 .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price MACC to be exceeded; and § 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 Construction Manager; any entity in which any stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person or entity which that has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above. PAGE 25 The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors auditors, accountants, Owner's Designated Representative, or other internal staff shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three (3) years after final payment, or for such longer period as may be required by law.law and Owner may demand access to the records during this period of time. Construction Manager shall ensure that Owner's rights under this section are a condition of any Subcontract, agreement or other arrangement under which any person or entity is permitted to perform work in connection with or related to the Work. § 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:month. § 7.1.3 Provided that an Application for Payment is received by the Architect not later than the day of a month, the complete, accurate, and contains the required accompanying documentation, the Owner shall make payment of the certified amount to the Construction Manager not later than the day of the month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than ( ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.)within thirty (30) days of the Certificate for Payment or such other time as may be required by applicable law. § 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, less that portion of Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 25 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 138 User Notes: (1196247088) those payments attributable to the Construction Manager's Fee, plus payrolls for the period covered by the present Application for Payment. The Construction Manager shall also submit other documentation required by the Contract Documents including the documentation required by A201-2007 Section 9.3.1.3. § 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price Total Contract Cost (TCC) among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such 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 Construction Manager'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 Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price MACC allocated to that portion of the Work in the schedule of values. .1 Take that portion of the Guaranteed Maximum Price MACC properly allocable to completed Work during the period covered by the Application for Payment as determined by multiplying the percentage of completion of each portion of the Work during that period by the share of the Guaranteed Maximum Price MACC allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201-2007; .2 Add that portion of the Guaranteed Maximum Price MACC properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Construction Manager's Fee, less retainage of percent ( %). Fee. The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount that bears the came 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;5.1.1; .4 Subtract retainage of percent ( %) from that portion of the Work that the Construction Manabcr self performs;five percent ( 5 %) from the sum of Subsections .1 through .3 above; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .7.6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. § 7.1.8 The Owner and Construction Manager shall aree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Construction Manager shall execute subcontracts in accordance with those ag-reements. Retainage. As reflected in Section 7.1.7, the Owner shall reserve from each progress payment a retainage not to exceed five percent (5%) of the monies earned by the Construction Manager pursuant to Chapter 60.28 RCW, which shall also govern the rights and obligations of the Owner, the Construction Manager, and others with an interest in the retainage. Construction Manager shall declare option for management of statutory retained percentage of this Agreement by checking applicable box below and affixing signature and date. I ] Construction Manager hereby elects to have the retained percentage of this Agreement held in a non- interest bearing fund by the Owner until sixty (60) days following the Final Completion Date. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 26 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247189 PAGE 27 Bond in lieu of retainage. Construction Manager hereby elects to have Owner invest the retained percentage of the Contract from time to time as such retained percentage accrues and in accordance with RCW 60.28.011, .021, and .051, as amended. Construction Manager hereby designates: Name of Financial Institution Address of Financial Institution City, State, Zip Code of Financial Institution as the repository for the escrow of said funds. Construction Manager hereby further agrees to be fully responsible for payment of all costs or fees incurred as a result of placing said retained percentage in escrow and investing it as authorized by statute and to assume all risks in connection with the investment of the retained percentages in securities. The Owner shall not be liable in any way for any cost or fees in connection therewith. By: Date .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect. by the Architect; .4 the Construction Manager has submitted all required close-out documents, including without limitation warranties, Operation & Maintenance manuals, as -built documents, and such documents have been approved by the Architect; .5 a Consent of Surety for release of retainage; .6 Owner receives required governmental approvals for release retainage: Certificate of Payment of State Excise Taxes by Public Works Contractor from the State Department of Revenue, Certificate of Payment of Contributions Penalties and Interest on Public Works Contract from the Employment Securities Department, and Certificates approved by all other departments and agencies having jurisdiction over the activities of the Construction Manager, as appropriate for the Work performed; The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows:.7 Affidavits from the Construction Manager approved by the Industrial Statistician of the Washington State Department of Labor and Industries stating that the Construction Manager and all Subcontractors and material suppliers for the project have been paid in full (Affidavit of Wages Paid); and .8 Owner's governing body has taken formal action to accept the Project. § 7.2.2 The Owner's auditors or designees will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Owner and Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's auditors report to be substantiated Owner determines is 'substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's auditors, Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 27 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 140 User Notes: (1196247088) report, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's or Owner's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007. The Architect is not responsible for verifying- the accuracy of the Construction Manaber's final accounting.. PAGE 28 § 7.2.4 If, subsequent to final payment and at the Owner's request, the Construction Manager incurs payment, the Owner' requests Construction Manager to perform services that would require the Construction Manager to incur costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming- Work, 6.88 the Construction Manager shall notify the Owner and estimate the cost of such services. Construction Manager shall not be required to perform any such services unless Owner agrees in writing to pay Construction Manager for such services as a Cost of Work. If the Owner approves the estimate in writing, the Owner shall reimburse the Construction Manager such costs and the Construction Manaber's Fee applicable thereto on the 'on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. MACC. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. For all phases of the Project, the Construction Manager and the Owner shall purchase and maintain insurance, and the Construction Manager shall provide bonds as set forth in Article 11 of AIA Document A201 2007. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201 2007.)11.4 of AIA Document A201-2007. § 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 15 of AIA Document A201- 2007, the method of binding dispute resolution shall be as follows: [ X ] Litigation in a court of competent jurisdiction in King County, Washington. Initial Decision Maker — To be determined. § 10.1 m Allowable Construction Cost Termination Prior to Establishment of the Maximu § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 1.1.Preconstruction Services NTE Limit (or, if not established, then the Preconstruction Services Allowance) multiplied by the percentage of the total Preconstruction Services actually performed. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 28 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (11962471$)1 PAGE 29 .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; '5.1- and § 10.2 Allowance Construction Cost Termination Subsequent to Establishing Maximum § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed.' above. The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. In such case, the Guaranteed Maximum Price MACC 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 Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. § 11.1 Terms in this Agreement shall have the same meaning as those in A201 2007.A201-2007, except where otherwise stated herein. PAGE 30 The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assig-n this Ag-reement financing- for the Project if the lender arees to assume the Owner's rig-hts and oblig-ations under this Ag-reement. 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. § 11.5.1 Meaning of Words. Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. Reference to standard specifications, manuals, or codes of any technical society, organization, or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall be to the latest standard specification, manual, or code in effect on the date for submission of bids, except as may be otherwise specifically stated. Wherever in these Drawings and Specifications an article, device, or piece of equipment is referred to in the singular manner, such reference shall apply to as many such articles as are shown on the drawings, or required to complete the installation. Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 29 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 142 User Notes: (1196247088) § 11.5.2 Rights and Remedies. No action or failure to act by Owner or Architect shall constitute a waiver of a right or duty afforded them under the Contract Documents, nor shall such action or failure to act constitute approval of an acquiescence in a breach therein, except as may be specifically agreed in writing. § 11.5.3 Contractor Registration. Pursuant to RCW 39.06, Construction Manager shall be registered or licensed as required by the laws of the State of Washington, including but not limited to RCW 18.27. § 11.5.4 Time Computations. When computing any period of time, the day of the event from which the period of time begins shall not be counted. The last day is counted unless it falls on a weekend or legal holiday, in which event the period runs until the end of the next day that is not a weekend or holiday. When the period of time allowed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays are excluded from the computation. § 11.5.5 Records Retention. The wage, payroll, and cost records of Construction Manager, and its Subcontractors, and all records subject to audit in accordance with the Contract Documents, shall be retained for a period of not less than three (3) years after the date of Completion. § 11.5.6 Third—party Agreements. The Contract Documents shall not be construed to create a contractual relationship of any kind between: the Architect and Construction Manager; Owner and any Subcontractor; or any persons other than Owner and Construction Manager. § 11.5.7 Amendments. No modification or amendment of the provisions hereof shall be effective unless in writing and signed by authorized representatives of the parties. The parties expressly reserve the right to modify this Agreement, from time to time, by mutual agreement. § 11.5.8 Executory Agreement. This Agreement will not be considered valid until signed by both parties. § 11.5.9 Binding Effect. The provisions, covenants and conditions in the Contract apply to bind the parties, their legal heirs, representatives, successors, and assigns. § 11.5.10 Applicable Law; Venue. The Contract shall be construed and interpreted in accordance with the laws of the State of Washington. The venue of any action brought under the Contract shall be in the Superior Court for King County. § 11.5.11 Remedies Cumulative. Rights under the Contract are cumulative; the failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. The use of one remedy shall not be taken to exclude or waive the right to use another. § 11.5.12 Captions. The titles of sections are for convenience only and do not define or limit the contents. § 11.5.13 Invalidity of Particular Provisions. A judicial determination that any term, provision, condition, or other portion of the Contract, or its application, is inoperative, invalid, or unenforceable shall not affect the remaining terms, provisions, conditions, or other portions of the Contract, nor shall such a determination affect the application of such term, provision, condition, or portion to persons or in circumstances other than those directly involved in the determination in which it is held to be inoperative, invalid, or unenforceable, and as to such other persons or in such other circumstances it shall continue in full force and effect. § 11.5.14 No Waiver. No waiver of full performance by either party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants or conditions of the Contract. The payment of compensation to the Construction Manager shall not be deemed a waiver of any right or the acceptance of defective performance. PAGE 31 .1 AIA 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, as modified by the parties, and including: Additions and Deletions Report for AIA Document A133TM' — 2009 (formerly A121 TMCMc — 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 30 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (11962471$)3 Exhibit A: Guaranteed Maximum Price Amendment (to be completed after MACC negotiations) Exhibit B: Construction Manager's Hourly Rates .2 AIA Document A201-2007, General Conditions of the Contract for ConstructionConstruction, as modified by the parties .5 Other documents: (List other documents, if any, forming- part of the Areement.)documents identified as Contract documents in this Agreement or the A201-2007.: Additions and Deletions Report for AIA Document A133Tm — 2009 (formerly A121TmCMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. 144 User Notes: (1196247088) Certification of Document's Authenticity AIA® Document D401 TM — 2003 I, Athan Tramountanas, 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 18:49:03 on 10/27/2017 under Order No. 3600792784 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document Al 33TM — 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. (Signed) (Title) (Dated) AIA Document D401 TM - 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This Alik® 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 18:49:03 on 10/27/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1196247088) 145 146 Init. !$AIA Document A201TM 2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Tukwila Fire Stations 51, 52 and 54 Tukwila WA THE OWNER: (Name, legal status and address) City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 THE ARCHITECT: (Name, legal status and address) Weinstein A+U LLC, Limited Liability Company dba: Weinstein A+U Architects + Urban Designers LLC 2200 Western Avenue Suite 301 Seattle, Washington 98121 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 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 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD47 Init. 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES INDEX (Topics and numbers 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, 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, 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, 7.1.2, 7.3.7, 7.4, 9.2, 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, 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, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 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, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 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, 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 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 148 User Notes: (3B9ADA2A) Init. Binding Dispute Resolution 9.7, 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 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, 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, 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, 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, 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 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD49 Init. 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, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 Contract Time, Definition of 8.1.1 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, 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, 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, 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, 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 Definitions 1.1, 2.1.1, 3.1.1, 3.5, 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, 8.3, 9.5.1, 9.7, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Disputes 6.3, 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 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 150 User Notes: (3B9ADA2A) Init. 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 Equipment, Labor, Materials or 1.1.3, 1.1.6, 3.4, 3.5, 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, 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, 9.5.1, 9.7, 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, 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 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 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, 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, 3.12.10, 3.17, 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, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/2S1 Init. 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, 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, 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, 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, 9.10, 10.2.2, 11.1.3, 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, 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, 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, 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 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, 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, 9.3, 9.4, 9.5, 9.6.3, 9.7, 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, 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, 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 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 PAYMENTS AND COMPLETION 9 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 152 User Notes: (3B9ADA2A) Init. Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 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 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 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, 4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 3.2.1, 3.5, 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, 3.7.4, 3.15.2, 4.2.6, 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, 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 1.1.6 Specifications 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 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 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 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 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/2S3 Init. Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 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, 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, 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, 8.3, 9.5.1, 9.7, 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, 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, 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, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 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, 11.3.7 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 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, 12.2.2, 12.2.4, 13.3, 14, 15.4.1 Written Orders 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 154 User Notes: (3B9ADA2A) Init. 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 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 AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/1255 9 ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and once the parties execute the Guaranteed Maximum Price Amendment are as follows: the Agreement, and Guaranteed Maximum Price Amendment, Conditions of the Contract (General, Supplementary and other Conditions), approved Drawings and Specifications; approved Construction Schedule; approved Subcontract Plan; Modifications issued after execution of this Contract; the RFP document and its addenda for selection of the Contractor issued by the Owner; and the Contractor's written response to the RFP, including the fee proposal and price for Specified General Conditions Work. The order of precedence of these Contract Documents is: a. The AIA Document A133-2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor, as modified by the parties, with the Guaranteed Maximum Price Amendment and Modifications having precedence; b. Revised A201 General Conditions; c. Specifications; d. Drawings (large scale have precedence over small scaled and written dimensions have precedence over scaled dimensions); e. Construction Schedule; f. Subcontract Plan g. RFP Documents; h. Contractor's Proposal; Notwithstanding this order of precedence, Section 1.2.1 controls in the event of a conflict or consistency in Contract Document terms. 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. The Contract Documents form the Contract, which represents the entire and integrated agreement between the Parties and supersedes prior negotiations, representation or agreements, either written or oral. § 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, except as set forth in Section 5.3 and Section 5.4 (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. § 1.1.2.1 THE CONTRACTOR The term "Contractor" means the "Construction Manager," as identified and used in the Agreement, the modified AIA Document A133-2009. § 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. The Work will be done in phases, by Fire Station: Fire Station 51, Fire Station 52, and Fire Station 54 (each, a "Fire Station"). Each Fire Station will have Preconstruction and Construction Phases. It is expected Fire Station 51 will commence first, with Fire Stations 52 and 54 occurring later and concurrently with each other. Each Fire Station under this Contract will be separately administered by the Owner from the other Fire Stations. The Contractor shall 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 156 User Notes: (3B9ADA2A) Init. achieve Substantial Completion and Final Completion as to each Fire Station pursuant to the terms of the Contract. The Architect will as to each Fire Station issue a Certificate of Substantial Completion and a Certificate of Final Completion pursuant to the terms of the Contract and applicable law. The Owner will for each Fire Station issue a Notice of Acceptance following Final Completion and will issue a statutory notice to the Washington Depat Intent of Revenue of the Final Completion pursuant to the terms of the Contract and applicable law. Claims by Owner or Contractor shall conform to the time frames established by the Contract for each Fire Station. An individual Maximum Allowable Construction Cost ("MACC") will be established for each Fire Station; but a fixed Fee and fixed amount for Specified General Conditions will be established at the time of Contract execution. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.t8 INITIAL 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. § 1.1.9 KNOWLEDGE The terms "knowledge," "recognize," and "discover," their respective derivatives and similar terms in the Contract Documents as used in reference to the Contractor, shall be interpreted to mean that which the Contractor knows (or should know), recognizes (or should recognize) and discovers (or should discover) in exercising the care, skill and diligence required by the Contract Documents. Analogously, the expression "reasonably inferable" and similar terms in the Contract Documents shall be interpreted to mean reasonably inferable by a contractor familiar with the Project and exercising the care, skill and diligence required of the Contractor by the Contract Documents. § 12 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. In the event of inconsistencies within or between parts of the Contract Documents or between the Contract Documents and applicable standards, codes and ordinances, the Contractor shall (i) provide the better quality or greater quantity of Work or (ii) comply with the more stringent requirement; either or both in accordance with the Architect's interpretation. The terms of this section shall not relieve the Contractor from obligations set forth in Sections 3.2 and 3.7. § 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. Upon Owner's request, the Contractor shall provide certifications or other acceptable substantiation that applicable industry specifications and standards have been satisfied and that any substitution of specified products shall occur only upon prior consent of the Owner. 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/2S7 § 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and 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, who at the commencement of the Project shall be Justine Kim, Shiels, Obletz, Johnsen, Inc. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 [Intentionally Omitted] § 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. 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 158 User Notes: (3B9ADA2A) Init. § 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 of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 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. § 2.5 EXTENT OF OWNER CONTROL In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Documents. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as the "Construction Manager" 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" includes the Contractor and 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. § 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 the requisite knowledge and skill to carry out the Work and 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. Prior to execution of the Agreement and any subsequent subcontracts by Contractor, the Contractor and each Subcontractor have evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including without limitation, (i) the location, condition, layout and nature of the Project site and surrounding areas; (ii) generally prevailing climatic conditions; (iii) anticipated labor supply and costs; (iv) availability and cost of materials, tools and equipment and (v) other similar issues. The Owner assumes no responsibility or liability for the physical condition or safety of the Project site or any improvements located on the Project site. Except as set forth in Section 10.3, the Contractor shall be solely responsible for providing a safe place for the performance of the Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Section 3.2.1. 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/12S9 § 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, recognizing that the Contractor has performed pre -construction services with the Architect and shall use such performance to inform its review under this section. The Contractor shall further satisfy itself as to the accuracy of all grades, elevations, dimensions and locations. In all cases of interconnection of its Work with existing or other work, Contractor shall verify at the site all dimensions relating to such existing or other work. Any failure of the Contractor to carry out the obligations of this section which result in errors shall be promptly rectified by the Contractor at no cost to the Owner. § 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. 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. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work 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. 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 160 User Notes: (3B9ADA2A) Init. § 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. The Contractor shall employ labor capable of working harmoniously and shall use best efforts to minimize the likelihood of any strike, work stoppage or other labor disturbance. § 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 shall 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. The Contractor agrees to assign to the Owner at the time of final completion of the Work any and all manufacturers' warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such manufacturers' warranties. If necessary as a matter of law, the Contractor may retain the right to enforce such warranties during the warranty period following the date of Substantial Completion as set forth in Section 12.2. § 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 all permits, fees, licenses and inspections necessary for proper execution and completion of the Work. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders and all other requirements of public authorities applicable to performance of the Work. The Contractor shall procure and obtain all bonds required by the Owner or by other authorities having jurisdiction over the Project. The Contractor shall obtain and pay for all approvals that may be necessary for the performance of the Work, such as street closures and other similar matters. § 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 comply with the notice, and (if applicable) protest, provisions of Section 15.1.5. § 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 comply with the notice, and (if applicable) protest, provisions of Section 15.1.5. § 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. 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD12641 § 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 before procurement or performance of the allowance work. 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. As provided in the Agreement, Contractor's superintendent and project manager shall be identified in the Guaranteed Maximum Price Amendment. Contractor shall not substitute the superintendent or project manager without the consent of the Owner for such substitution as provided in the Agreement. § 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 ("Construction Schedule"). The Construction Schedule shall be a critical path schedule, which Contractor warrants to represent an accurate and achievable set of deadlines under which this Project will be constructed, and as subsequently modified by agreement with Owner. The Construction Schedule shall not exceed time limits current under the Contract Documents, shall be updated monthly and revised at other 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. § 3.10.4 The Construction Schedule shall be in a detailed precedence -style critical path management ("CPM") or primavera-type format satisfactory to the Owner and the Architect that shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy; and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents (hereinafter referred to as "Milestone Dates"). Upon review and acceptance by the Owner and the Architect of the Milestone Dates, the Construction Schedule shall be 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 162 User Notes: (3B9ADA2A) Init. deemed part of the Contract Documents and attached to the Guaranteed Maximum Price Amendment. If not accepted, the Construction Schedule shall be promptly revised by the Contractor in accordance with the recommendations of the Owner and the Architect and resubmitted for acceptance. The Contractor shall monitor the progress of the Work for conformance with the requirements of the construction schedule and shall promptly advise the Owner of any delays or potential delays. The accepted construction schedule shall be updated to reflect actual conditions as set forth in Section 3.10.1 or if requested by either the Owner or the Architect. In the event any progress report indicates any delays, the Contractor shall propose an affirmative plan to correct the delay, including overtime and/or additional labor, if necessary. In no event shall any progress report constitute an adjustment in the Contract Time, any Milestone Date or the Contract Sum unless any such adjustment is agreed to by the Owner and authorized pursuant to Change Order. Float in the schedule belongs to the Project. § 3.10.5 In the event the Owner determines that the performance of the Work, as of a Milestone Date, has not progressed or reached the level of completion required by the Contract Documents, the Owner shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction, including without limitation, (i) working additional shifts or overtime, (ii) supplying additional manpower, equipment and facilities and (iii) other similar measures (hereinafter referred to collectively as "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The Owner's right to require Extraordinary Measures is solely for the purpose of ensuring the Contractor's compliance with the Construction Schedule. .1 The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the Owner under or pursuant to this Section 3.10.5. .2 The Owner may exercise its rights under or pursuant to this Section 3.10.5 as frequently as the Owner deems necessary to ensure that the Contractor's performance of the Work will comply with any Milestone Date or completion date set forth in the Contract Documents. § 3.10.6 The Owner shall have the right to direct a postponement or rescheduling of any date or time for the performance of any part of the Work that may interfere with the operation of the Owner's premises or any tenants or invitees thereof. The Contractor shall, upon the Owner's request, reschedule any portion of the Work affecting operation of the premises during hours when the premises are not in operation. Any postponement, rescheduling or performance of the Work under this Section 3.10.6 may be grounds for an extension of the Contract Time, if permitted under Section 8.3.1 and an equitable adjustment in the Contract Sum if (i) the performance of the Work was properly scheduled by the Contractor in compliance with the Contract Documents and (ii) such rescheduling or postponement is required for the convenience of the Owner. § 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. § 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 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD12643 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 completeness of the services, certifications and approvals performed or provided by such design professionals. 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 § 3.13.1 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. § 3.13.2 Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work, it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Project site from weather, 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 164 User Notes: (3B9ADA2A) Init. theft, damage and all other adversity is solely the responsibility of the Contractor. The Contractor shall ensure that the Work, at all times, is performed in a manner that affords reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas. The Work shall be performed, to the fullest extent reasonably possible, in such a manner that public areas adjacent to the site of the Work shall be free from all debris, building materials and equipment likely to cause hazardous conditions. § 3.13.3 Without limitation of any other provision of the Contract Documents, the Contractor shall use best efforts to minimize any interference with the occupancy or beneficial use of (i) any areas and buildings adjacent to the site of the Work and (ii) the Work in the event of partial occupancy, as more specifically set forth in Section 9.9. Without prior approval of the Owner, the Contractor shall not permit any workers to use any existing facilities at the Project site, including without limitation, lavatories, toilets, entrances and parking areas other than those designated by the Owner. .1 Without limitation of any other provision of the Contract Documents, the Contractor shall use its best efforts to comply with all rules and regulation promulgated by the Owner in connection with the use and occupancy of the Project. The Contractor shall immediately notify the Owner in writing if during the performance of the Work the Contractor finds compliance of any portion of such rules and regulations to be impracticable, setting forth the problems and suggesting alternatives. The Owner, in its sole discretion, may adopt such suggestions or require compliance with existing rules and regulations. .2 The Contractor shall comply with all insurance requirements and collective bargaining agreements applicable to the Project. § 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. 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 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD12645 § 3.18 INDEMNIFICATION § 3.18.1 The Contractor shall defend, indemnify and hold the Owner, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Owner. § 3.18.2 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Owner, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. The provisions of this section shall survive the expiration or termination of this Agreement. 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. § 4.1.4 When the Contract Documents require the Architect to act within a reasonable time it is understood and agreed that such action shall be within two (2) weeks. § 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 final payment is due and from time to time during the warranty period for correction of Work as set forth in Section 12.2. 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's on-site inspections to check the quality or quantity of the Work shall be conducted as required by the Contract Documents, the Owner - Architect Agreement and as required by the applicable professional standard of care and judgment. 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. 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 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 under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 166 User Notes: (3B9ADA2A) Init. § 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. § 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. 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 21 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD12647 § 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 and whose procurement and contract shall comply with Ch. 39.10 RCW for GC/CM projects. 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. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 As provided by Ch. 39.10 RCW for GC/CM projects and 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. § 5.2.5 The Contractor shall comply with other subcontracting requirements in the Contract Documents, including without limitation Sections 2.3.3 and 2.6 of the Agreement. § 5.3 SUBCONTRACTUAL RELATIONS By written subcontract agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner. 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 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 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 under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 168 User Notes: (3B9ADA2A) Init. 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 .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days pursuant to Section 14.2, the Subcontractor's compensation shall be equitably adjusted for increases in direct 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 Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract that accrue subsequent to the Owner's conditional assignment pursuant to this Section 5.4. 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. § 6.1.2 The Contractor shall provide construction management required to interface and integrate the work of the Owner's Consultant/Contractors performing construction work on the Project with the Work of the Contractor and its subcontractors. The Contractor shall ensure that all such Owner Project Consultant/Contractors cooperate with the Contractor's Project safety programs, Project Schedule and Project work rules as required for the efficient completion of the Work. The Contractor shall assist the Owner to develop the terms and conditions for agreements with Owner's separate Project Consultant/Contractors in this regard and the Owner shall incorporate reasonable terms in its agreements with the Owner's Consultant/Contractors to facilitate the Contractor's construction management role. Those Owner's Consultant/Contractors performing construction work as Project Contractors shall be required to endorse their insurance coverage's to name the Contractor as an additional named insured for their commercial general liability insurance coverage. This requirement shall include the Owner's Consultant/Contractor retained to remove and or abate Asbestos and other Hazardous Materials. The Contractor is not responsible for the work of the Asbestos and Hazardous Materials removal Project Contractor. § 6.1.3 The Contractor shall be responsible for all Owner pre -purchased items as if the Contractor were the original purchaser where such items have been identified n the Contract Documents. § 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. 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 23 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD12649 § 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. 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. § 7.2.2 Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including without limitation, all direct and indirect costs and consequential damage associated with such change, including the cumulative impacts of that change with other changes, and any and all adjustments to the Contract Sum and Contract Time and Construction Schedule. § 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. 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 1 70 User Notes: (3B9ADA2A) Init. § 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 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 reasonable costs of the following, directly attributable to the change: .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. To support the reasonableness of the costs attributable to a change, Contractor shall provide supporting information and documentation reasonably requested by Owner, including without limitation, certified payrolls and invoices. § 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 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 25 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/1271 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. § 7.5 OVERHEAD, PROFIT, AND OVERTIME § 7.5.1 For any adjustments to the Contract Sum that are based on any method other than the unit price method, the Contractor agrees to charge and accept as payment for overhead and profit, the following percentages of costs attributable to the change in the Work: .1 Eight percent (8%) for Changes in the Work paid from Owner's contingency. .2 Zero percent (0%) for Changes in the Work paid from the MACC Contingency. .3 For additional Work ordered as described above that will be self -performed by Contractor (i.e., using its own forces) or executed by Subcontractors or Sub -subcontractors of any tier, it is agreed that the entity actually performing the Work will be permitted to charge a total of fifteen percent (15%) for overhead and profit, and upper tier Subcontractors and Contractor shall charge no more than eight percent (8%) on such Changed Work. .4 When both additions and credits are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any. The overhead and profit percentage in this Section 7.5.1 includes reimbursement for indirect and direct costs associated with the management of the Change Work. Therefore no additional markups or direct costs will be allowed in Change Order pricing. This includes, without limitation, coordination, ordering of materials, field office and home office costs, estimating and scheduling, preparation of the change and pricing, indirect supervision and non -working foreman, safety, and supervision. § 7.5.2 Overtime, when specifically authorized by the Owner and not as an Extraordinary Measure, shall be paid for by the Owner on the basis of premium payment only, plus the cost of insurance and taxes based on the premium payment period. Overhead and profit will not be paid by the Owner for overtime. 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 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 1 72 User Notes: (3B9ADA2A) Init. furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 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 to the extent such delay will prevent the Contractor from achieving Substantial Completion within the Contract Time and if the performance of the Work is not, was not, or would not have been delayed by any other cause for which the Contractor is not entitled to an extension in the Contract Time under the Contract Documents. The Contractor further acknowledges and agrees that adjustments in the Contract Time will be permitted for a delay only to the extent such delay (i) is not caused or could not have been anticipated by the Contractor; (ii) could not be limited or avoided by the Contractor's timely notice to the Owner of the delay or reasonable likelihood that a delay will occur; and (iii) is of a duration not less than one (1) day. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 Float is defined as the difference between the earliest start date and the latest start date of activities on the Critical Path Method (CPM) Construction Schedule. Float is not for the exclusive use of the Contractor or the Owner unless otherwise agreed upon. Extensions of time for contract performance will be granted only to the extent that equitable time adjustments to affected activities exceed the total float time along the affected paths of the current CPM at the time of the Notice to Proceed was issued for the change. Should the Contractor submit CPM or change order schedules showing early completion of the project or affected activities, the Contractor is not entitled to claim the float between the early completion and the contract scheduled completion or the affected paths of the current CPM for any compensation purposes, including, without limitation, the assertion of delay and damages § 8.3.4 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 Total Contract Cost (TCC) 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. The "Contract Sum," as used in the Contract Documents, shall refer to shall refer to the TCC. § 9.2 SCHEDULE OF VALUES § 9.2.1 The Contractor shall submit to the Architect, within ten (10) days of full execution of the Guaranteed Maximum Price Amendment, 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. § 9.2.2 The Contractor and each Subcontractor shall prepare a trade payment breakdown for the Work for which each is responsible, such breakdown being submitted on a uniform standardized form approved by the Architect and Owner. The form shall be divided in detail sufficient to exhibit areas, floors and /or sections of the Work, and/or by convenient units and shall be updated as required by either the Owner or the Architect, as necessary to reflect (i) description of Work (listing labor and material separately), (ii) total value, (iii) percent of the Work completed to date, (iv) value of Work completed to date, (v) percent of previous amount billed, (vi) previous amount billed, and (vii) current percent completed. Any trade breakdown that fails to include sufficient detail, is unbalanced or exhibits "front -loading" of the value of the Work shall be rejected. If trade breakdown had been initially approved and subsequently used but later was found improper for any reason, sufficient funds shall be withheld from future Applications for Payment to ensure an adequate reserve (exclusive of normal retainage) to complete the Work. 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 27 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/1273 § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten (10) 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. § 9.3.1.3 Each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner: (i) a current Contractor's lien waiver and duly executed and acknowledged sworn statement showing all Subcontractors and material suppliers with whom the Contractor has entered into subcontracts, the amount of each such subcontract, the amount requested for any Subcontractor and material supplier in the requested progress payment and the amount to be paid to the Contractor from such progress payment, together with similar sworn statements from all such Subcontractors and material suppliers; (ii) duly executed waivers of mechanics' and material suppliers' liens from all Subcontractors and, when appropriate, from material suppliers and lower tier Subcontractors establishing payment or satisfaction of payment of all amounts requested by the Contractor on behalf of such entities or persons in any previous Application for Payment; and (iii) all information and materials required to comply with the requirements of the Contract Documents or reasonably requested by the Owner or the Architect. § 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 which as to offsite materials at a minimum will establish title vested in the Owner evidenced by documentation, including without limitation, recording financing statements, UCC filings and UCC searches, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. The Contractor will defend, hold harmless and indemnify the Owner from any liens, claims, security interests or encumbrances arising from any failure in these warranties due to the Contractor's acts and/or omissions. § 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 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 174 User Notes: (3B9ADA2A) Init. 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. The Owner may independently withhold payment if, in its opinion, any of the reasons stated above for withholding a Certificate for Payment exists. § 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. § 9.6.2 The Contractor shall pay each Subcontractor no later than seven (7) 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. 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 29 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/1275 § 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. § 9.6.8 Partial and Final Payment for the Work shall be subject to Contractor compliance with providing performance and payment bonds as provided in Ch. 39.08 RCW and retainage as provided in Ch. 60.28 RCW. § 9.7 FAILURE OF PAYMENT § 9.7.1 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. § 9.7.2 If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents, such payment shall be made promptly upon demand by the Owner. Notwithstanding anything contained in the Contract Documents to the contrary, if the Contractor fails to promptly make any payment due the Owner of if the Owner incurs any costs and expenses to cure any default of the Contractor or to correct defective Work, the Owner shall have an absolute right to offset such amount against the Contract Sum and may, in the Owner's sole discretion, elect either to (i) deduct an amount equal to that which the Owner is entitled from any payment then or thereafter due the Contractor from the Owner or (ii) issue a written notice to the Contractor reducing the Contract Sum by an amount equal to that which the Owner is entitled. § 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; provided, however, that as a condition precedent to Substantial Completion, the Owner has received all certificates of occupancy and any other permits, approvals, licenses and other documents from any governmental authority having jurisdiction thereof necessary for the beneficial occupancy of the Project. § 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 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 176 User Notes: (3B9ADA2A) Init. that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, 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 PHYSICAL COMPLETION, FINAL COMPLETION AND FINAL PAYMENT § 9.10.0 Physical Completion is the stage of the Work when all construction is complete and acceptable to Owner, including all punch list items. Final Completion is the stage of Work after Physical Completion when Contractor has provided all documentation required by the Contract Documents or at law for the Owner to formally accept the Project and release retainage. § 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 Certificate of Physical Completion 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. Upon receipt of all required documentation for Final Payment, the Architect shall 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 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. Further, the final Certificate of Payment will not issue until all warranties and guarantees required by the Contract Documents have been received and accepted by the Owner. 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 AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/1277 § 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. § 9.10.3 [Intentionally Omitted] § 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. The Contractor shall also be responsible, at the Contractor's sole cost and expense, for all measures necessary to protect any property adjacent to the Project and improvements therein. Any damage to such property or improvements shall be promptly repaired by the Contractor. § 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 and shall give the Architect and Owner reasonable advance notice of such use, storage and/or methods. 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 1 78 User Notes: (3B9ADA2A) Init. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, 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. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, 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. The Contractor shall promptly report to the Architect and Owner all accidents. If Work is suspended on the Project for any reason, the Contractor shall secure and fully protect the Work. § 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 concealed and undisclosed hazardous material or substance not addressed in the Contract Documents and which could not have been discovered by Contractor actions pursuant to Section 3.2.2. 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 The term "rendered harmless" shall be interpreted to mean that levels of asbestos and polychlorinated biphenyls are less than any applicable exposure standards set forth in OSHA regulations. In no event, however, shall the Owner have any responsibility for any substance or material that is brought to the Project site by the Contractor, any Subcontractor, any material supplier or any entity for whom any of them is responsible. The Contractor agrees not to use any fill or other materials to be incorporated into the Work that are hazardous, toxic or made up of any items that are hazardous or toxic. 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 33 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/1279 § 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. (Paragraph Deleted) § 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 Insurance Term. The Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of the contract and for one year thereafter. § 11.1.2 No Limitation. The Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the Owner's recourse to any remedy available at law or in equity. § 11.1.3 Minimum Scope of Insurance. The Contractor's required insurance shall be of the types and coverage as stated below: 1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 2. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The Owner shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the Owner using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. (Paragraph Deleted) 4. Professional Liability or Errors and Omissions coverage which shall cover claims resulting from professional errors and omissions of Contractor and any of its Subcontractors/Sub consultants in connection with the Work provided such claims arise during the period commencing upon the preparation of the construction documents and ending ten (10) years following the Final Acceptance Date. Such insurance shall be in form acceptable to the Owner. Such insurance shall be written to cover all costs of correcting defects and deficiencies (including unapproved deviations) arising from the professional liability or 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 1 80 User Notes: (3B9ADA2A) Init. errors and omissions of Contractor and the Subcontractors providing design, engineering or other professional services, at all tiers, shall be written on a project -specific basis. The insurance policy shall include an endorsement, in form approved by the Owner, providing the Owner with vicarious liability coverage. Such insurance shall be excess to liability insurance required hereunder as respects third party bodily injury and property damage claims. The policy shall not contain any provision or exclusion (including any so-called `insured versus insured' exclusions or `cross -liability' exclusion) the effect of which would be to prevent, bar, or otherwise preclude the Owner or the Contractor from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy. § 11.1.4 Minimum Amounts of Insurance. The Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $3,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $10,000,000 general aggregate and $10,000,000 products -completed operations aggregate limit. 3. Professional Liability or Errors and Omissions coverage of no less than $10 million per claim, with a general aggregate limit of no less than $10 million. (Paragraph Deleted) § 11.1.5 Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Owner shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate of insurance furnished to the Owner evidences limits of liability lower than those maintained by the Contractor. § 11.1.6 Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the Owner. Any insurance, self-insurance, or self-insured pool coverage maintained by the Owner shall be excess of the Contractor's insurance and shall not contribute with it. § 11.1.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. § 11.1.8 Verification of Coverage. The Contractor shall furnish the Owner with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsements, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the Owner, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this contract and evidence of all subcontractors' coverage. § 11.1.9 Subcontractor's Insurance. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Owner is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. § 11.1.10 Notice of Cancellation. The Contractor shall provide the Owner and all Additional Insureds for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 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 35 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD1281 § 11.1.11 Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the Owner may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Owner on demand, or at the sole discretion of the Owner, offset against funds due the Contractor from the Owner. § 112 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 PROPERTY INSURANCE § 11.3.1 The Owner shall purchase and maintain Builder's Risk Property Insurance for property against all risks of physical loss or damage, including earthquake and quake, for the replacement cost as of the property at the time of loss. The policy shall cover the City of Tukwila Fire Stations 51, 52, 54 Project and each of its component parts. Such insurance shall waive subrogation under such insurance and rights of recovery under the deductible in favor of the Contractor and subcontractors except to the extent that loss or damage up to $25,000 each loss ($5,000 if for property while in transit) may be due to the negligence of the Contractor or to the extent that loss or damage up to $5,000 may be due to the negligence of any subcontractor. Contractor and Subcontractors shall not be responsible for any losses exceeding any sublimits included within the Builder's Risk policy. § 11.3.1.1 Builder's Risk Property Insurance shall cover all materials, supplies, and equipment that are intended for specific installation in the project while such materials, supplies and equipment are located at the project site, in transit or while temporarily located away from the project site. However, Builder's Risk insurance does not cover Contractor or subcontractors' owned, hired, or leased property or tools, equipment, or supplies used for construction and not intended to form a permanent part of the Work, for which Contractor and subcontractors shall be responsible. § 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 [Intentionally omitted] § 11.3.1.4 [Intentionally omitted] § 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 (Paragraph Deleted) [Intentionally omitted] § 11.3.3 -11.3.6 (Paragraph Deleted) [Intentionally omitted] 11.3.7 WAIVERS OF SUBROGATION 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 1 82 User Notes: (3B9ADA2A) Init. If permitted by the Owner's and Contractor's insurance companies, without penalties, the Owner (Paragraphs Deleted) 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 of actual recovery of any insurance proceeds under any 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 in good faith. 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 of them, 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 in good faith and made payable to the Owner in good faith 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 in good faith 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 in good faith. 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 in good faith 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 in good faith 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 Contractor shall 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 and in compliance with Ch.39.08 RCW; provided that the surety for each bond agrees that it consents to and waives notice of any addition, alteration, omission, change, or other modification of the Contract Documents and such events shall not release the surety of its obligations. Surety also shall be obligated under the bonds to any successor, grantee or assignee of the Owner. § 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. § 11.4.3 The Contractor shall keep the surety informed of the progress of the Work and the Owner may, at its sole discretion, inform the surety of the progress of the Work. § 11.5 GENERAL REQUIREMENTS 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 37 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD1283 § 11.5.1 All insurance coverage procured by the Contractor shall be provided by insurance companies having policy holder ratings no lower than "A" and financial ratings not lower than "XII" in the Best's Insurance Guide, latest edition in effect as of the date of the Contract and subsequently in effect at the time of renewal of any policies required by the Contract Documents. § 11.5.2 If the Owner or the Contractor is damaged by the failure of the other party to purchase or maintain insurance required under Article 11, then the party who failed to purchase or maintain the insurance shall bear all reasonable costs (including attorneys' fees and court and settlement expenses) properly attributable thereto. 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 If a portion of the Work is covered contrary to the requirements in the Contract Documents, it must, if required in writing by Owner, be uncovered for Owner's observation and be replaced at the Contractor's expense and without change in the Contract Time. Further, if in the course of the Work, the Contractor or its Subcontractors have used or damaged any portion of the work, the Contractor shall cause such Work to be restored to "like new" condition at no expense to the Owner. § 12.2.2 If, at any time prior to Substantial Completion, Owner desires to examine any portion of the Work that has been covered, Owner may request to see such Work and Contractor shall uncover it. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an adjustment in the Total Contract Cost for the costs of uncovering and replacement, and, if the Work is thereby delayed, an adjustment in the Contract Time, provided it makes a request therefore as provided in these General Conditions. If such Work is not in accordance with the Contract Documents, the Contractor shall pay the costs of examination and reconstruction. § 12.2.3 Contractor shall promptly correct Work found by Owner not to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed, or completed. Contractor shall bear all costs of correcting such nonconforming Work, including additional testing and (Paragraph Deleted) inspections. If, within one year after the date of Substantial Completion of the Work or designated portion thereof, or within the terms of any applicable special warranty required by the Contract Documents if longer than one year, any of the Work is found to be not in accordance with the requirements of the Contract Documents, Contractor shall correct it promptly after receipt of written notice from Owner to do so. Owner shall give such notice promptly after discovery of the condition. This period of correction shall be extended, with respect to portions of Work finished after Substantial Completion, by the period of time between Substantial Completion and the actual performance of the Work. Contractor's duty to correct with respect to Work repaired or replaced shall run for one year from the date of repair or replacement. § 12.2.4 Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by Contractor nor accepted by Owner. § 12.2.5 If Contractor falls to correct nonconforming Work within a reasonable time after written notice to do so, Owner may replace, correct, or remove the nonconforming Work and charge the cost thereof to 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 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 under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 184 User Notes: (3B9ADA2A) Init. § 12.2.6 Contractor shall bear the cost of correcting destroyed or damaged Work, whether completed or partially completed, caused by Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.7 Nothing contained in this Section shall be construed to establish a period of limitation with respect to other obligations that Contractor might have according to the Contract Documents. Establishment of the time period of one year as described in above relates only to the specific obligation of Contractor to correct the Work, and has no relationship to the time within which the Contractor's obligation to comply with the Contract Documents may be sought to be enforced, including the time within which such proceedings may be commenced. 12.2.8 If Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, Owner may do so instead of requiring its removal and correction, in which case the Contract sum may be reduced as appropriate and equitable. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW § 13.1.1 Governing Law and Venue. The laws of the state of Washington shall govern the Contract Documents and the rights of the parties herein. Venue shall be in King County, Washington, unless otherwise specified. § 13.1.2 Compliance with Laws. The Contractor, at its sole cost and expense, shall perform and comply with all applicable laws of the United States and the State of Washington; the applicable laws of the City of Tukwila; and rules, regulations, orders, and directives of their administrative agencies and their officers. § 13.1.3 Licenses and Similar Authorizations. The Contractor, at no expense to the Owner, shall secure and maintain in full force and effect during the term of this Preconstruction Contract all required licenses, permits, and similar legal authorizations, and comply with all related requirements. § 13.1.4 Taxes. The Contractor shall pay, before delinquency, all taxes, levies, and assessments arising from its activities and undertakings under this Preconstruction Contract; taxes levied on its property, equipment and improvements; and taxes on the Contractor's interest in this Preconstruction Contract and any leasehold interest deemed to have been created under Chapter 82.29A RCW. § 13.1.5 Use of Recycled Content Paper. The Contractor shall, whenever practicable, use recycled content paper on all documents submitted to the Owner. § 13.1.6 Americans with Disabilities Act. The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 (ADA) in performing its obligations under this Preconstruction Contract. In particular, if the Contractor is providing services, programs, or activities to Owner employees or members of the public as part of this Preconstruction Contract, the Contractor shall not deny participation or the benefits of such services, programs, or activities to people with disabilities on the basis of such disability. Failure to comply with the provisions of the ADA shall be a material breach of, and grounds for the immediate termination of, this Preconstruction Contract. § 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 or other entity providing construction financing or credit enhancement 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. 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 39 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD1285 § 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 address stated on the first page of the Agreement, unless a party gives notice of a change in address. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Except as expressly provided in the Contract Documents, 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 such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. The Contractor also agrees the cost of testing services required for the convenience of the Contractor in its scheduling and performance of the Work and the cost of testing services related to remedial operations performed to correct deficiencies in the Work shall be borne by the Contractor. § 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. § 13.6 INTEREST 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. 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 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 under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 186 User Notes: (3B9ADA2A) Init. § 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 as specified: a. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such Date of Substantial Completion; b. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate of Payment. c. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate of Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any warranty provided herein, the date of any correction of the Work or failure to correct the Work by the Contractor as provided herein or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. § 13.8 NO ORAL WAIVER The provisions of the Contract Documents shall not be changed, amended, waived or otherwise modified in any respect except by a writing signed by the Owner. § 13.9 NOTICE REGARDING LIENS The Contractor shall provide all notices required or permitted by the laws of the State of Washington for the protection of the Owner from liens and claims of lien if permitted or required by applicable law, including without limitation, notices received by Subcontractors and suppliers to the Contractor. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 60 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; or .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped. (Paragraphs Deleted) § 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 persistently 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 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 41 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD1287 days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 142.1 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. 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 42 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 188 User Notes: (3B9ADA2A) Init. § 14.4.3 Upon such termination, the Contractor shall recover as its sole remedy payment for Work properly performed in connection with the terminated portion of the Work prior to the effective date of termination and for items properly and timely fabricated off the Project site, delivered and stored in accordance with the Owner's instructions. The Contractor hereby expressly waives and forfeits all other claims for payment and damages, including without limitation anticipated profits. The Owner shall be credited for (i) payments previously made to the Contractor for the terminated portion of the Work; (ii) claims that the Owner has against the Contractor under the Contract and (iii) the value of the materials, supplies, equipment or other items that are to be disposed of by the Contractor that are part of the Contract Sum. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS PROCEDURES MANDATORY All claims for additional costs and/or time (regardless of how described) must be made in accordance with the requirements of this Article or they will be waived. Any Claim of the Contractor against the Owner for damages, additional payment for any reason, or extension of time, whether under the Contract or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely Initial Notice is provided followed by a substantiated timely submission of a Claim (including timely submission of additional substantiation) in strict accordance with this Article. No act, omission, or knowledge, actual or constructive, of the Owner or the Architect shall in any way be deemed to be a waiver of the requirement for timely written notice unless the Owner provides the Contractor with an explicit, written waiver of timely Initial Notice and/or timely submission of a Claim All Initial Notices and Claims shall be addressed to the Owner, with copies to the Architect and Owner's Designated Representative, at the addresses on the first page of the Agreement. § 15.1.1 CLAIMS DEFINED A Claim is a substantiated demand or assertion by the Contractor 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 Claims do not include written notices that are not substantiated in accordance with this Article. § 15.1.2 INITIAL NOTICE An "Initial Notice" is the mechanism the Contractor must use to provide the Owner with initial notice of events that have or may result in a Claim. At a minimum, Initial Notices must be in writing and describe the event, identify persons with knowledge of the event, qualitatively describe the likely or potential impacts of the event and identify provisions of the Contract Documents that are implicated by the event. An Initial Notice must be given within fourteen (14) days of the occurrence of the event, except for events involving subsurface conditions, in which case Section 15.1.5 shall control. §15.1.3 CLAIMS If the Contractor wishes to seek an adjustment to the Contract Sum or Contract Time for the event that gave rise to the Initial Notice, it must submit a Claim to Owner within fourteen (14) days of giving the Initial Notice. Claims must be made in writing and substantiated by detailed information. The responsibility to substantiate Claims rests solely with the Contractor. The substantiation of a Claim shall include, at a minimum, the following: .1 A detailed factual statement of the Claim for additional compensation and time, if any, providing all necessary dates, locations, and items of Work affected by the Claim; .2 The date on which facts arose that gave rise to the Claim; .3 The name of each employee of Owner or Architect knowledgeable about the Claim; .4 The specific provisions of the Contract Documents which support the Claim; (Paragraph Deleted) 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 43 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD1289 .5 The identification of any documents and the substance of any oral communications that support the Claim; and .6 Copies of any identified documents, other than the Contract Documents, that support the Claim. Within a reasonable time thereafter, such reasonable time to be agreed upon by the Contractor and Owner based on the facts and circumstances of the Claim, Contractor shall provide the following additional Claim substantiation: .1 If an adjustment in the Contract Time is sought: the specific days and dates for which it is sought; the specific reasons Contractor believes an extension in the Contract Time should be granted; and Contractor's analysis of its Progress Schedule to demonstrate the reason for the extension in Contract Time; .2 If an adjustment in the Contract Sum is sought, the exact amount sought and a breakdown of that amount into the categories set forth in, and in the detail required by the Contract Documents; and (Paragraph Deleted) .3 A statement certifying, under penalty of perjury, that the Claim is made in good faith, that the supporting cost and pricing data are true and accurate to the best of Contractor's knowledge and belief, that the Claim is fully supported by the accompanying data, and that the amount requested accurately reflects the adjustment in the Contract Sum or Contract Time for which Contractor believes Owner is liable. (Paragraph Deleted) In the event the Contractor believes that a change in the Work that is the responsibility of the Owner has caused, or may cause, an increase in the Contractor's costs in the form of labor and equipment inefficiencies or lost productivity, such alleged costs must be specifically identified in either the initial or additional Claim substantiation. In addition, the Contractor must establish that the alleged cost increases result directly from such change and must demonstrate the impact by utilizing comparisons of the Work performed during the impacted period with Work performed during a non -impacted period or on a closely similar but different part of the Work if such comparisons are reasonably available or feasible. §15.1.4 ADVERSE WEATHER If adverse weather conditions are the basis for an Initial Notice and Claim, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated and that weather conditions had an adverse effect on the critical path of the current submitted Construction Schedule. Neither Contract Time nor the Contract Sum will be adjusted for normal inclement weather. § 15.1.5 SUBSURFACE CONDITIONS If conditions are encountered at the site that constitute subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or from those ordinarily found to exist and generally recognized as inherent in construction activities of the Project (including those conditions described in Sections 3.7.4 and 3.7.5, then written notice by the Contractor shall be given to the Owner promptly before such conditions are disturbed and in no event later than three (3) days after first observance of such conditions. The Owner's Designated Representative will promptly investigate such conditions and, if 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, to the Owner for consideration. If the Owner 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 are justified, the Owner shall so notify the Contractor in writing, stating the reasons. Protests in opposition to such determination must be set forth in writing within fourteen (14) days after the Owner has given notice of the decision. These protests, if timely, shall be treated as a Claim properly submitted under Section 15.1.3 if it contains the Claim substantiation required by Section 15.1.3. 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 44 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 190 User Notes: (3B9ADA2A) Init. §15.1.6 OWNER'S CLAIM DECISION The Owner shall consider each timely presented Claim and shall issue a written decision. The Contractor shall present additional supporting information if requested by the Owner for its consideration of the Claim. A decision by the Owner shall be required as a condition precedent to submission of a Claim to the Independent Decision Maker as to all matters arising prior to the date final payment is due, regardless of (1) whether such matters relate to execution and progress of the Work or (2) the extent to which the Work has been completed. If the Owner fails to issue a decision within thirty (30) days of Owner's receipt of a Claim, the Claim shall be deemed denied. § 15.2 INITIAL DECISION § 15.2.1 Claims denied by the Owner may be appealed by Contractor to the Initial Decision Maker for initial decision. The Initial Decision Maker is identified in the Agreement. Owner may also refer a claim to the Initial Decision Maker. Except for those Claims arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, 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. The Owner, Architect and the Contractor and every Subcontractor hired to perform Work on this Project is required to follow this process. No mediation or lawsuit may be filed seeking any adjustment in the Contract Sum or Contract Time unless and until each and every step of this procedure has been followed with respect to that adjustment. Every Claim brought on behalf of a subcontractor shall be brought through the Contractor. § 15.2.2 FILING AN APPEAL WITH THE INITIAL DECISION MAKER Provided that the Contractor has complied with the notice and claims requirements of this Article 15, if the Contractor disagrees with any decision of the Owner regarding a Claim, the Contractor shall file an appeal with the Initial Decision Maker as herein provided. Contractor shall file its appeal with the Initial Decision Maker, with a copy to the Owner, not later than 14 days from Contractor's receipt of the Owner's decision. In the event of a Change Order proposal not acted upon by the Substantial Completion date, it will be deemed to have been rejected, and the Owner's decision shall be deemed to have been made on the Substantial Completion date. Any appeal not filed within 14 days from Contractor's receipt of the Owner's decision is waived. Every appeal submitted to the Initial Decision Maker shall be limited to the substance of, and seek the same adjustment to the Contract Sum or Contract Time as that in, the Claim submitted to the Owner. Matters not previously submitted to the Owner as provided in this Article 15 shall not be considered by the Independent Decision Maker. The appeal shall identify in writing the portion(s) of the Owner's Claim decision that are in dispute and be supported by the documents on which the Contractor bases its appeal. § 15.2.3 INITIAL DECISION MAKER ACTION ON A CLAIM Upon receipt of an appeal, the Initial Decision Maker may act as a mediator, seeking mutual agreement. If mutual agreement is not readily attainable, the Initial Decision Maker shall issue a decision. On Claims for monetary relief of $30,000.00 or less, the Initial Decision Maker decision is final and binding on the Owner, Contractor and its Subcontractors. On Claims for monetary relief of more than $30,000.00, the Initial Decision Maker will act as an advisory body, whose decision is not binding on either Owner or Contractor or its Subcontractors when the claim is more than $30,000.00. The Owner and Contractor shall agree on compensation for the Initial Decision Maker to be paid by the Owner and Contractor. There will be no formal procedure for the Initial Decision Maker's review of an appeal. The Parties will be entitled to submit whatever relevant evidence each believes supports their position in the dispute. The Initial 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 45 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD 1 Decision Maker may elect whether to hear testimony or oral argument. The Initial Decision Maker will endeavor to resolve the dispute in an expeditious and cost effective manner and will render its recommendation in writing to both Owner and Contractor promptly. In Claims involving greater than $30,000.00, the Owner and Contractor will within 30 days of the Initial Decision Maker's recommendation, confer and attempt to reach an agreement regarding the dispute, and if appropriate, enter into a written agreement, which may be a Change Order, or failing agreement, may demand mediation pursuant to Section 15.3. During the pendency of any such appeal to the Initial Decision Maker, the Contractor shall proceed with the Work of the project, including that portion in dispute, unless directed otherwise in writing by the Owner. In no event shall the Contractor be entitled to institute legal proceedings regarding a Claim submitted to the Initial Decision Maker as set forth above, more than 180 days after Substantial Completion of the Work. § 15.3 MEDIATION § 15.3.1 Claims seeking monetary relief over $30,000 for which the Initial Decision Maker has made a recommendation shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 A request for mediation shall be made in writing, delivered to the other party to the Contract. The parties shall endeavor to agree on a mediator. If they cannot agree, the party seeking mediation can request a mediator to be appointed by the American Arbitration Association. The request for mediation may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Seattle, Washington, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 CLAIMS AUDITS § 15.4.1 All Claims filed against Owner shall be subject to audit at any time following the filing of the Claim. Failure of Contractor, or Subcontractors of any tier, to maintain and retain reasonably sufficient records to allow Owner to verify all or a portion of the Claim or to permit Owner access to the books and records of Contractor, or Subcontractors of any tier, shall constitute a waiver of that part of the Claim and shall bar any recovery on that part of the Claim. § 15.4.2 In support of Owner audit of any Claim, Contractor shall, upon request, promptly make available to Owner any documents relating to the Claim, including but not limited to: .1 Daily time sheets and supervisor's daily reports; .2 Collective bargaining agreements; .3 Insurance, welfare, and benefits records; .4 Payroll registers; .5 Earnings records; .6 Payroll tax forms; .7 Material invoices, requisitions, and delivery confirmations; .8 Material cost distribution worksheet; 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 46 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 1 92 User Notes: (3B9ADA2A) Init. .9 Equipment records (list of company equipment, rates, etc.); .10 Vendors', rental agencies', Subcontractors', and agents' invoices; .11 Contracts between Contractor and each of its Subcontractors, and all lower -tier Subcontractor contracts and supplier contracts; .12 Subcontractors' and agents' payment certificates; .13 Canceled checks (payroll and vendors); .14 Job cost reports, including monthly totals; .15 Job payroll ledger; .16 Planned resource loading schedules and summaries; .17 General ledger; .18 Cash disbursements journal; .19 Financial statements for all years reflecting the operations on the Work. In addition, the Owner may require, if it deems it appropriate, additional financial statements for 3 years preceding execution of the Work; .20 Depreciation records on all company equipment whether these records are maintained by the company involved, its accountant, or others; .21 If a source other than depreciation records is used to develop costs for Contractor's internal purposes in establishing the actual cost of owning and operating equipment, all such other source documents; .22 All non -privileged documents which relate to each and every Claim together with all documents which support the amount of any adjustment in Contract Sum or Contract Time sought by each Claim; (Paragraph Deleted) .23 Work sheets or software used to prepare the Claim establishing the cost components for items of the Claim including but not limited to labor, benefits and insurance, materials, equipment, Subcontractors, all documents which establish the time periods, individuals involved, the hours for the individuals, and the rates for the individuals; and .24 Work sheets, software, and all other documents used by Contractor to prepare its bid. § 15.4.3 The audit may be performed by employees of Owner or a representative of Owner. Contractor and its Subcontractors shall provide adequate facilities acceptable to Owner for the audit during normal business hours. Contractor and all Subcontractors shall make a good faith effort to cooperate with Owner's auditors. § 15.5 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.6 CLAIMS FOR CONSEQUENTIAL DAMAGESThe 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 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 47 reproduction or distribution of this AIN') Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD3 .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 15.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. 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 48 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 194 User Notes: (3B9ADA2A) Additions and Deletions Report for AIA® Document A201TM — 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 19:19:35 on 10/27/2017. PAGE 1 Tukwila Fire Stations 51, 52 and 54 Tukwila WA City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 Weinstein A+U LLC, Limited Liability Company dba: Weinstein A+U Architects + Urban Designers LLC 2200 Western Avenue Suite 301 Seattle, Washington 98121 PAGE 2 1.1.1, 3.113.11.1 8.3.1,11.3.10,13.1,13.1.1,15.3.2,15.4 2.1,2.4.1,3.12.7,4.1,4.2,5.2,6.3,7.1.2,7.3.7,7.4,9.2,9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 2.1,2.4.1,11.3.1.1,12.2.1,13.5.2,13.5.3,14.2.4 2.1,2.4.1,3.1.3,3.5,3.10.2,4.2.7 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD/295 PAGE 3 9.7,11.3.9,11.3.10,13.1,13.1.1,15.2.5,15.2.6.1,15.3.1,15.3.2,15.4.1 1.1.1, 2.1, 3.1.2, 3.7.1, 3.8.2.3, 3.11, 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 3.2.4, 3.7.1, 6.1.1, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 1.6, 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 PAGE 4 3.3.2,3.18,5.3,5.3.1,6.1.3,6.2,9.5.1,10.2.8 2.1, 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 3.14, 6.2.5 3.14.2,9.9.1,10.2.1.2,10.2.5,10.1,10.4.1,11.3.1,12.2.4 2.3, 2.1, 2.3.1, 2.4.1, 3.5, 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 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.1, 10.4.1, 14.3.2, 15.1.5, 15.2.5 PAGE 5 1.1.3,1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.13.1,3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7,10.3.2,10.1,10.4.1,14.3,15.1.5,15.2.5 4.2.1,4.2.9,9.8.2,9.10,11.1.2,11.1.3,11.3.1,11.3.5,12.3,12.3.1,14.2.4,14.4.3 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 196 User Notes: (3B9ADA2A) 10.2.8, -1-4.410.4.1 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 3.13.1 4.1.1, 9.6.4, 9.9.1, 10.2.2, 11.1.1, 11.3, 13.1, 13.1, 13.5.1, 13.5.2, 13.6, 13.1.1, 13.4, 13.5.1, 13.5.2, 13.6.1, 14, 15.2.8, 15.4 2.3,2.3.1.3.2.2,3.5,3.12.10,3.17,3.18.1,4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.1,9.6.7,9.6.4,9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7,5.2,5.3,5.3.1.5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3,9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 PAGE 6 1.1.3,1.1.6,1.5.1,3.4.1,3.5,3.8.2,3.8.3,3.12,3.13,3.13.1.3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 2.3, 2.1, 2.3.1, 2.4.1, 3.5, 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, 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, 9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 2.3, 2.1, 2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14, 15.2.8, 15.4.1 1.5, 2.1.1, 2.3, 2.1, 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, 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, 12.3.1,13.2.2,14.3,14.4,15.2.7 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11, 3.17, 1.2.12, 5.33.11.1, 3.17, 4.2.12, 5.3.1 4.2.1,4.2.9,9.8.2,9.10,11.1.2,11.1.3,11.4.1,12.3,12.3.1,13.7,14.2.4,14.4.3 PAGE 7 3.3.2,3.18,4.2.3,5.3,5.3.1.6.1.3,6.2,6.3,9.5.1,10 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD7 3.3.1, 4.2.2, 4.2.7, —5.3.1, 10.1, 10.2, 10.4 PAGE 8 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, 11.11, 11.4.1.1, 12.2.1, 13.5 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7,10.3.2,10.1,10.4.1,14.3.2,15.1.5,15.2.5 PAGE 10 ARTICLE 1 GENERAL PROVISIONS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Areement, once the parties execute the Guaranteed Maximum Price Amendment are as follows: the Agreement, and Guaranteed Maximum Price Amendment, Conditions of the Contract (General, Supplementary and other Conditions), Drawints, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the approved Drawings and Specifications; approved Construction Schedule; approved Subcontract Plan; Modifications issued after execution of this Contract; the RFP document and its addenda for selection of the Contractor issued by the Owner; and the Contractor's written response to the RFP, including the fee proposal and price for Specified General Conditions Work. The order of precedence of these Contract Documents is: a. The AIA Document A133-2009, Standard Form of Agreement and Modifications issued after execution Between Owner and Construction Manager as Constructor, as modified by the parties, with the Guaranteed Maximum Price Amendment and Modifications having precedence; b. Revised A201 General Conditions; c. Specifications; d. Drawings (large scale have precedence over small scaled and written dimensions have precedence over scaled dimensions); e. Construction Schedule; f. Subcontract Plan Additions and Deletions Report for 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 198 User Notes: (3B9ADA2A) g. RFP Documents; h. Contractor's Proposal; of the Contract. Notwithstanding this order of precedence, Section 1.2.1 controls in the event of a conflict or consistency in Contract Document terms. 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 Ag-reement, 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, orportions of Addenda relating- to biddint requirements.The Contract Documents form the Contract, which represents the entire and integrated agreement between the Parties and supersedes prior negotiations, representation or agreements, either written or oral. 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, except as set forth in Section 5.3 and Section 5.4 (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. § 1.12.1 THE CONTRACTOR The term "Contractor" means the "Construction Manager," as identified and used in the Agreement, the modified AIA Document A133-2009. PAGE 11 The Work will be done in phases, by Fire Station: Fire Station 51, Fire Station 52, and Fire Station 54 (each, a "Fire Station"). Each Fire Station will have Preconstruction and Construction Phases. It is expected Fire Station 51 will commence first, with Fire Stations 52 and 54 occurring later and concurrently with each other. Each Fire Station under this Contract will be separately administered by the Owner from the other Fire Stations. The Contractor shall achieve Substantial Completion and Final Completion as to each Fire Station pursuant to the terms of the Contract. The Architect will as to each Fire Station issue a Certificate of Substantial Completion and a Certificate of Final Completion pursuant to the terms of the Contract and applicable law. The Owner will for each Fire Station issue a Notice of Acceptance following Final Completion and will issue a statutory notice to the Washington Department of Revenue of the Final Completion pursuant to the terms of the Contract and applicable law Claims by Owner or Contractor shall conform to the time frames established by the Contract for each Fire Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD9 Station. An individual Maximum Allowable Construction Cost ("MACC") will be established for each Fire Station; but a fixed Fee and fixed amount for Specified General Conditions will be established at the time of Contract execution. § 1.1.9 KNOWLEDGE The terms "knowledge," "recognize," and "discover," their respective derivatives and similar terms in the Contract Documents as used in reference to the Contractor, shall be interpreted to mean that which the Contractor knows (or should know), recognizes (or should recognize) and discovers (or should discover) in exercising the care, skill and diligence required by the Contract Documents. Analogously, the expression "reasonably inferable" and similar terms in the Contract Documents shall be interpreted to mean reasonably inferable by a contractor familiar with the Project and exercising the care, skill and diligence required of the Contractor by 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. -In the event of inconsistencies within or between parts of the Contract Documents or between the Contract Documents and applicable standards, codes and ordinances, the Contractor shall (i) provide the better quality or greater quantity of Work or (ii) comply with the more stringent requirement; either or both in accordance with the Architect's interpretation. The terms of this section shall not relieve the Contractor from obligations set forth in Sections 3.2 and 3.7. § 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. Upon Owner's request, the Contractor shall provide certifications or other acceptable substantiation that applicable industry specifications and standards have been satisfied and that any substitution of specified products shall occur only upon prior consent of the Owner. PAGE 12 ARTICLE 2 OWNER § 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. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 200 User Notes: (3B9ADA2A) § 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.representative, who at the commencement of the Project shall be Justine Kim, Shiels, Obletz, Johnsen, Inc. § 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 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. 'Intentionally Omittedl PAGE 13 § 2.5 EXTENT OF OWNER CONTROL In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Documents. § 3.1.1 The Contractor is the person or entity identified as srthe "Construction Manager" 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 includes the Contractor and the Contractor's authorized representative. § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has the requisite knowledge and skill to carry out the Work and 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. Prior to execution of the Agreement and any subsequent subcontracts by Contractor, the Contractor and each Subcontractor have evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including without limitation, (i) the location, condition, layout and nature of the Project site and surrounding areas; (ii) generally prevailing climatic conditions; (iii) anticipated labor supply and costs; (iv) availability and cost of materials, tools and equipment and (v) other similar issues. The Owner assumes no responsibility or liability for the physical condition or safety of the Project site or any improvements located on the Project site. Except as set forth in Section 10.3, the Contractor shall be solely responsible for providing a safe place for the performance of the Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Section 3.2.1. PAGE 14 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD201 § 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. recognizing that the Contractor has performed pre -construction services with the Architect and shall use such performance to inform its review under this section. The Contractor shall further satisfy itself as to the accuracy of all grades, elevations, dimensions and locations. In all cases of interconnection of its Work with existing or other work, Contractor shall verify at the site all dimensions relating to such existing or other work. Any failure of the Contractor to carry out the obligations of this section which result in errors shall be promptly rectified by the Contractor at no cost to the Owner. § 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. Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, 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. PAGE 15 § 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. The Contractor shall employ labor capable of working harmoniously and shall use best efforts to minimize the likelihood of any strike, work stoppage or other labor disturbance. 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 shall 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. The Contractor agrees to assign to the Owner at the time of final completion of the Work any and all manufacturers' warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such manufacturers' warranties. If necessary as a matter of law, the Contractor may retain the right to enforce such warranties during the warranty period following the date of Substantial Completion as set forth in Section 12.2. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 202 User Notes: (3B9ADA2A) § 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 all permits, fees, licenses and inspections necessary for proper execution and completion of the Work that arc customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded.Work. § 3,7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders and all other requirements of public authorities applicable to performance of the Work. The Contractor shall procure and obtain all bonds required by the Owner or by other authorities having jurisdiction over the Project. The Contractor shall obtain and pay for all approvals that may be necessary for the performance of the Work, such as street closures and other similar matters. § 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 either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article comply with the notice, and (if applicable) protest, provisions of Section 15.1.5. § 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.comply with the notice, and (if applicable) protest, provisions of Section 15.1.5. PAGE 16 .3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. Order before procurement or performance of the allowance work. 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. § 3.9.1 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. -As provided in the Agreement, Contractor's superintendent and project manager shall be identified in the Guaranteed Maximum Price Amendment. Contractor shall not substitute the superintendent or project manager without the consent of the Owner for such substitution as provided in the Agreement. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD203 § 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 Work ("Construction Schedule"). The Construction Schedule shall be a critical path schedule, which Contractor warrants to represent an accurate and achievable set of deadlines under which this Project will be constructed, and as subsequently modified by agreement with Owner. The Construction Schedule shall not exceed time limits current under the Contract Documents, shall be updated monthly and revised at other 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, 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. PAGE 17 § 3.10,4 The Construction Schedule shall be in a detailed precedence -style critical path management ("CPM") or primavera-type format satisfactory to the Owner and the Architect that shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy; and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents (hereinafter referred to as "Milestone Dates"). Upon review and acceptance by the Owner and the Architect of the Milestone Dates, the Construction Schedule shall be deemed part of the Contract Documents and attached to the Guaranteed Maximum Price Amendment. If not accepted, the Construction Schedule shall be promptly revised by the Contractor in accordance with the recommendations of the Owner and the Architect and resubmitted for acceptance. The Contractor shall monitor the progress of the Work for conformance with the requirements of the construction schedule and shall promptly advise the Owner of any delays or potential delays. The accepted construction schedule shall be updated to reflect actual conditions as set forth in Section 3.10.1 or if requested by either the Owner or the Architect. In the event any progress report indicates any delays, the Contractor shall propose an affirmative plan to correct the delay, including overtime and/or additional labor, if necessary. In no event shall any progress report constitute an adjustment in the Contract Time, any Milestone Date or the Contract Sum unless any such adjustment is agreed to by the Owner and authorized pursuant to Change Order. Float in the schedule belongs to the Project. § 3.10.5 In the event the Owner determines that the performance of the Work, as of a Milestone Date, has not progressed or reached the level of completion required by the Contract Documents, the Owner shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction, including without limitation, (i) working additional shifts or overtime, (ii) supplying additional manpower, equipment and facilities and (iii) other similar measures (hereinafter referred to collectively as "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The Owner's right to require Extraordinary Measures is solely for the purpose of ensuring the Contractor's compliance with the Construction Schedule. Additions and Deletions Report for 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 204 User Notes: (3B9ADA2A) .1 The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the Owner under or pursuant to this Section 3.10.5. .2 The Owner may exercise its rights under or pursuant to this Section 3.10.5 as frequently as the Owner deems necessary to ensure that the Contractor's performance of the Work will comply with any Milestone Date or completion date set forth in the Contract Documents. § 3.10.6 The Owner shall have the right to direct a postponement or rescheduling of any date or time for the performance of any part of the Work that may interfere with the operation of the Owner's premises or any tenants or invitees thereof. The Contractor shall, upon the Owner's request, reschedule any portion of the Work affecting operation of the premises during hours when the premises are not in operation. Any postponement, rescheduling or performance of the Work under this Section 3.10.6 may be grounds for an extension of the Contract Time, if permitted under Section 8.3.1 and an equitable adjustment in the Contract Sum if (i) the performance of the Work was properly scheduled by the Contractor in compliance with the Contract Documents and (ii) such rescheduling or postponement is required for the convenience of the Owner. PAGE 18 § 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 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. professionals. 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. § 3.13.1 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. PAGE 19 § 3.13.2 Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work, it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Project site from weather, theft, damage and all other adversity is solely the responsibility of the Contractor. The Contractor shall ensure that the Work, at all times, is performed in a manner that affords reasonable access, both vehicular and pedestrian, to the Additions and Deletions Report for 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD205 site of the Work and all adjacent areas. The Work shall be performed, to the fullest extent reasonably possible, in such a manner that public areas adjacent to the site of the Work shall be free from all debris, building materials and equipment likely to cause hazardous conditions. § 3.13.3 Without limitation of any other provision of the Contract Documents, the Contractor shall use best efforts to minimize any interference with the occupancy or beneficial use of (i) any areas and buildings adjacent to the site of the Work and (ii) the Work in the event of partial occupancy, as more specifically set forth in Section 9.9. Without prior approval of the Owner, the Contractor shall not permit any workers to use any existing facilities at the Project site, including without limitation, lavatories, toilets, entrances and parking areas other than those designated by the Owner. .1 Without limitation of any other provision of the Contract Documents, the Contractor shall use its best efforts to comply with all rules and regulation promulgated by the Owner in connection with the use and occupancy of the Project. The Contractor shall immediately notify the Owner in writing if during the performance of the Work the Contractor finds compliance of any portion of such rules and regulations to be impracticable, setting forth the problems and suggesting alternatives. The Owner, in its sole discretion, may adopt such suggestions or require compliance with existing rules and regulations. .2 The Contractor shall comply with all insurance requirements and collective bargaining agreements applicable to the Project. PAGE 20 § 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 ag-ainst claims, damages, losses and expenses, including- but not limited to attorneys' fee, .. Work, provided The Contractor shall defend, indemnify and hold the Owner, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Owner. • 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 neg-ligent acts or acts they may be liable, reg-ardless 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 neg-ate, abridge, or reduce other rig-hts or obligations of indemnity thatwould otherwise exist as to a party or person described in this Section 3484 3.18.2 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Owner, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 206 User Notes: (3B9ADA2A) § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, 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.the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. The provisions of this section shall survive the expiration or termination of this Agreement. § 4.1.4 When the Contract Documents require the Architect to act within a reasonable time it is understood and agreed that such action shall be within two (2) weeks. § 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. final payment is due and from time to time during the warranty period for correction of Work as set forth in Section 12.2. 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 Architect's on-site inspections to check the quality or quantity of the Work. Work shall be conducted as required by the Contract Documents, the Owner -Architect Agreement and as required by the applicable professional standard of care and judgment. 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 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. PAGE 22 § 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. site and whose procurement and contract shall comply with Ch. 39.10 RCW for GC/CM projects. 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. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD207 § 5.2.1 Unless As provided by Ch. 39.10 RCW for GC/CM projects and 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. § 5.2.5 The Contractor shall comply with other subcontracting requirements in the Contract Documents, including without limitation Sections 2.3.3 and 2.6 of the Agreement. PAGE 23 By appropriate agreement, written where leg -ally required for validity, written subcontract agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Ownerand 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. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, days pursuant to Section 14.2, the Subcontractor's compensation shall be equitably adjusted for increases in direct 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 Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the cubcontract.subcontract that accrue subsequent to the Owner's conditional assignment pursuant to this Section 5.4. § 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 cite under Conditions of the Contract identical or substantially similar to these including- those portions related to insurance and waiver of subrog-ation. If the Contractor claims that delay or additional cost i;, involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15.site. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 208 User Notes: (3B9ADA2A) § 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 Contractorwho executes each separate Owner Contractor Atreement.The Contractor shall provide construction management required to interface and integrate the work of the Owner's Consultant/Contractors performing construction work on the Project with the Work of the Contractor § 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 ag-reement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owneruntil subsequently revised.and its subcontractors. The Contractor shall ensure that all such Owner Project Consultant/Contractors cooperate with the Contractor's Project safety programs, Project Schedule and Project work rules as required for the efficient completion of the Work. The Contractor shall assist the Owner to develop the terms and conditions for agreements with Owner's separate Project Consultant/Contractors in this regard and the Owner § 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 rig-hts 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.shall incorporate reasonable terms in its agreements with the Owner's Consultant/Contractors to facilitate the Contractor's construction management role. Those Owner's Consultant/Contractors performing construction work as Project Contractors shall be required to endorse their insurance coverage's to name the Contractor as an additional named insured for their commercial general liability insurance coverage. This requirement shall include the Owner's Consultant/Contractor retained to remove and or abate Asbestos and other Hazardous Materials. The Contractor is not responsible for the work of the Asbestos and Hazardous Materials removal Project Contractor. § 6.1.3 The Contractor shall be responsible for all Owner pre -purchased items as if the Contractor were the original purchaser where such items have been identified n the Contract Documents. PAGE 24 § 7.2.2 Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including without limitation, all direct and indirect costs and consequential damage associated with such change, including the cumulative impacts of that change with other changes, and any and all adjustments to the Contract Sum and Contract Time and Construction Schedule. PAGE 25 § 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 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 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD209 provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following:reasonable costs of the following, directly attributable to the change: .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; To support the reasonableness of the costs attributable to a change, Contractor shall provide supporting information and documentation reasonably requested by Owner, including without limitation, certified payrolls and invoices. PAGE 26 § 7.5 OVERHEAD, PROFIT, AND OVERTIME § 7.5.1 For any adjustments to the Contract Sum that are based on any method other than the unit price method, the Contractor agrees to charge and accept as payment for overhead and profit, the following percentages of costs attributable to the change in the Work: .1 Eight percent (8%) for Changes in the Work paid from Owner's contingency. .2 Zero percent (0%) for Changes in the Work paid from the MACC Contingency. .3 For additional Work ordered as described above that will be self -performed by Contractor (i.e., using its own forces) or executed by Subcontractors or Sub -subcontractors of any tier, it is agreed that the entity actually performing the Work will be permitted to charge a total of fifteen percent (15%) for overhead and profit, and upper tier Subcontractors and Contractor shall charge no more than eight percent (8%) on such Changed Work. .4 When both additions and credits are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any. The overhead and profit percentage in this Section 7.5.1 includes reimbursement for indirect and direct costs associated with the management of the Change Work. Therefore no additional markups or direct costs will be allowed in Change Order pricing. This includes, without limitation, coordination, ordering of materials, field office and home office costs, estimating and scheduling, preparation of the change and pricing, indirect supervision and non -working foreman, safety, and supervision. Additions and Deletions Report for 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 21 0 User Notes: (3B9ADA2A) § 7.5.2 Overtime, when specifically authorized by the Owner and not as an Extraordinary Measure, shall be paid for by the Owner on the basis of premium payment only, plus the cost of insurance and taxes based on the premium payment period. Overhead and profit will not be paid by the Owner for overtime. PAGE 27 § 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 to the extent such delay will prevent the Contractor from achieving Substantial Completion within the Contract Time and if the performance of the Work is not, was not, or would not have been delayed by any other cause for which the Contractor is not entitled to an extension in the Contract Time under the Contract Documents. The Contractor further acknowledges and agrees that adjustments in the Contract Time will be permitted for a delay only to the extent such reasonable time as the Architect may determine. delay (i) is not caused or could not have been anticipated by the Contractor; (ii) could not be limited or avoided by the Contractor's timely notice to the Owner of the delay or reasonable likelihood that a delay will occur; and (iii) is of a duration not less than one (1) day. § 8.3.3 Float is defined as the difference between the earliest start date and the latest start date of activities on the Critical Path Method (CPM) Construction Schedule. Float is not for the exclusive use of the Contractor or the Owner unless otherwise agreed upon. Extensions of time for contract performance will be granted only to the extent that equitable time adjustments to affected activities exceed the total float time along the affected paths of the current CPM at the time of the Notice to Proceed was issued for the change. Should the Contractor submit CPM or change order schedules showing early completion of the project or affected activities, the Contractor is not entitled to claim the float between the early completion and the contract scheduled completion or the affected paths of the current CPM for any compensation purposes, including, without limitation, the assertion of delay and damages § 8.3.4 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. The Contract Sum Total Contract Cost (TCC) 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. The "Contract Sum," as used in the Contract Documents, shall refer to shall refer to the TCC. Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the § 9.2.1 The Contractor shall submit to the Architect, before the first Application for Payment, within ten (10) days of full execution of the Guaranteed Maximum Price Amendment, 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. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD21)1 § 9.2.2 The Contractor and each Subcontractor shall prepare a trade payment breakdown for the Work for which each is responsible, such breakdown being submitted on a uniform standardized form approved by the Architect and Owner. The form shall be divided in detail sufficient to exhibit areas, floors and /or sections of the Work, and/or by convenient units and shall be updated as required by either the Owner or the Architect, as necessary to reflect (i) description of Work (listing labor and material separately), (ii) total value, (iii) percent of the Work completed to date, (iv) value of Work completed to date, (v) percent of previous amount billed, (vi) previous amount billed, and (vii) current percent completed. Any trade breakdown that fails to include sufficient detail, is unbalanced or exhibits "front -loading" of the value of the Work shall be rejected. If trade breakdown had been initially approved and subsequently used but later was found improper for any reason, sufficient funds shall be withheld from future Applications for Payment to ensure an adequate reserve (exclusive of normal retainage) to complete the Work. PAGE 28 § 9.3.1 At least ten (10) 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. § 9.3.1.3 Each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner: (i) a current Contractor's lien waiver and duly executed and acknowledged sworn statement showing all Subcontractors and material suppliers with whom the Contractor has entered into subcontracts, the amount of each such subcontract, the amount requested for any Subcontractor and material supplier in the requested progress payment and the amount to be paid to the Contractor from such progress payment, together with similar sworn statements from all such Subcontractors and material suppliers; (ii) duly executed waivers of mechanics' and material suppliers' liens from all Subcontractors and, when appropriate, from material suppliers and lower tier Subcontractors establishing payment or satisfaction of payment of all amounts requested by the Contractor on behalf of such entities or persons in any previous Application for Payment; and (iii) all information and materials required to comply with the requirements of the Contract Documents or reasonably requested by the Owner or the Architect. § 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, interest and which as to offsite materials at a minimum will establish title vested in the Owner evidenced by documentation, including without limitation, recording financing statements, UCC filings and UCC searches, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. The Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 212 User Notes: (3B9ADA2A) Contractor will defend, hold harmless and indemnify the Owner from any liens, claims, security interests or encumbrances arising from any failure in these warranties due to the Contractor's acts and/or omissions. PAGE 29 The Owner may independently withhold payment if, in its opinion, any of the reasons stated above for withholding a Certificate for Payment exists. § 9,6.2 The Contractor shall pay each Subcontractor no later than seven (7) 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. PAGE 30 § 9,6,8 Partial and Final Payment for the Work shall be subject to Contractor compliance with providing performance and payment bonds as provided in Ch. 39.08 RCW and retainage as provided in Ch. 60.28 RCW. § 9,7.1 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. §9.71 If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents, such payment shall be made promptly upon demand by the Owner. Notwithstanding anything contained in the Contract Documents to the contrary, if the Contractor fails to promptly make any payment due the Owner of if the Owner incurs any costs and expenses to cure any default of the Contractor or to correct defective Work, the Owner shall have an absolute right to offset such amount against the Contract Sum and may, in the Owner's sole discretion, elect either to (i) deduct an amount equal to that which the Owner is entitled from any payment then or thereafter due the Contractor from the Owner or (ii) issue a written notice to the Contractor reducing the Contract Sum by an amount equal to that which the Owner is entitled. § 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.use; provided, however, that as a condition precedent to Substantial Completion, the Owner has received all certificates of occupancy and any other permits, approvals, licenses and other documents from any governmental authority having jurisdiction thereof necessary for the beneficial occupancy of the Project. PAGE 31 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD21)3 § 9.10 PHYSICAL COMPLETION, FINAL COMPLETION AND FINAL PAYMENT § 9.10.0 Physical Completion is the stage of the Work when all construction is complete and acceptable to Owner, including all punch list items. Final Completion is the stage of Work after Physical Completion when Contractor has provided all documentation required by the Contract Documents or at law for the Owner to formally accept the Project and release retainage. § 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 Certificate of Physical Completion 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 Documents. Upon receipt of all required documentation for Final Payment, the Architect shall 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 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. Further, the final Certificate of Payment will not issue until all warranties and guarantees required by the Contract Documents have been received and accepted by the Owner. PAGE 32 § 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. fIntentionally Omitted] § 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. The Contractor shall also be responsible, at the Contractor's sole cost and expense, for all measures necessary to protect any property adjacent to the Project and improvements therein. Any damage to such property or improvements shall be promptly repaired by the Contractor. § 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.personnel and shall give the Architect and Owner reasonable advance notice of such use, storage and/or methods. PAGE 33 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 214 User Notes: (3B9ADA2A) 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. The Contractor shall promptly report to the Architect and Owner all accidents. If Work is suspended on the Project for any reason, the Contractor shall secure and fully protect the Work. § 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 concealed and undisclosed hazardous material or substance not addressed in the Contract Documents and which could not have been discovered by Contractor actions pursuant to Section 3.2.2. 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. § 10.3.3 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 tang-ible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or neg-ligence of the party seeking indemnity.The term "rendered harmless" shall be interpreted to mean that levels of asbestos and polychlorinated biphenyls are less than any applicable exposure standards set forth in OSHA regulations. In no event, however, shall the Owner have any responsibility for any substance or material that is brought to the Project site by the Contractor, any Subcontractor, any material supplier or any entity for whom any of them is responsible. The Contractor agrees not to use any fill or other materials to be incorporated into the Work that are hazardous, toxic or made up of any items that are hazardous or toxic. PAGE 34 § 10.3.6 If, without neg-ligence 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. § 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 claim;, set forth below which may arise out of or result from the Insurance Term. The Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of the contract and for one year thereafter. Contractor's operations and completed operations under the Contract and for which the Contractor may be leg -ally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD21)5 employed by any of them, or by anyone for whose acts any § 11.1.2 No Limitation. The Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the Owner's recourse to any remedy available at law or in equity. of them may be liable:§ 11.1.3 Minimum Scope of Insurance. The Contractor's required insurance shall be of the types and coverage as stated below: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed;1. Automobile Liability insurance covering all owned, non - owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees;2. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage The Owner shall be named as an additional insured under the Contractor's .3 Claims for damages because of bodily injury, sickness or disease, or death Commercial General Liability insurance policy with respect to the work performed for the Owner using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. of any person other than the Contractor's employees;3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. .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 thefeffem;1. Professional Liability or Errors and Omissions coverage which shall cover claims resulting from professional errors and omissions of Contractor and any of its Subcontractors/Sub consultants in connection with the Work provided such claims arise during the period commencing upon the preparation of the construction documents and ending ten Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 216 User Notes: (3B9ADA2A) PAGE 35 (10) years following the Final Acceptance Date. Such insurance shall be in form acceptable to the Owner. Such insurance shall be written to cover all costs of correcting defects and deficiencies (including unapproved deviations) arising from the professional liability or .6 Claims for damages because of bodily injury, death of a person or property damage arising- out of ownership, maintenance or use errors and omissions of Contractor and the Subcontractors providing design, engineering or other professional services, at all tiers, shall be written on a project -specific basis. The insurance policy shall include an endorsement, in form approved by the Owner, providing the Owner with vicarious liability coverage. Such insurance shall be excess to liability insurance required hereunder as respects third party bodily injury and property damage claims The policy shall not contain any provision or exclusion (including any so-called `insured versus insured' exclusions or `cross -liability' exclusion) the effect of which would be to prevent, bar, or otherwise preclude the Owner or the Contractor from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy. § 11.1.4 Minimum Amounts of Insurance. The Contractor shall maintain the following insurance limits: a motor vehicle;1. Automobile Liability insurance with a .7 Claims for bodily injury or property damage arising- out of completed operations- minimum combined single limit for bodily injury and property damage of $3,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $10,000,000 general aggregate and $10,000,000 products -completed operations aggregate limit. 3. Professional Liability or Errors and Omissions coverage of no less than $10 million per claim, with a general aggregate limit of no less than $10 million. .8 Claims involving. contractual liability insurance applicable to the Contractor's oblitations 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 treater. Coverages, whether written on an occurrence 11.1.5 Public Entity Full Availability of Contractor Limits. If the Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD21)7 Contractor maintains higher insurance limits than the minimums shown above, the Owner shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate of insurance furnished to the Owner evidences limits of liability lower than those maintained by the Contractor. 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 § 11.1.6 Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the Owner. Any insurance, self-insurance, or self-insured pool coverage maintained by the Owner shall be excess of the Contractor's insurance and shall not contribute with it. 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.§ 11.1.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. § 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 11.1.8 Verification of Coverage. The Contractor shall furnish the Owner with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsements, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the Owner, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this contract and evidence of all subcontractors' coverage. 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 g-iven to the Owner. An additional certificate evidencing- continuation of liability coverage, including- coverage for completed operations, § 11.1.9 Subcontractor's Insurance. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Owner is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal reduction of coverage on account of revised limits or claims paid under the General A retate, or both, shall be furnished by the Contractor with reasonable promptness.§ 11.1.10 Notice of Cancellation. The Contractor shall provide the Owner and all Additional Insureds for this work with written notice of any policy cancellation within two business days of their receipt of such notice. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 218 User Notes: (3B9ADA2A) PAGE 36 § 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 mg -lig -cut 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.11.1.11 Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the Owner may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Owner on demand, or at the sole discretion of the Owner, offset against funds due the Contractor from the Owner. § 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. 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.The Owner shall purchase and maintain Builder's Risk Property Insurance for property against all risks of physical loss or damage, including earthquake and quake, for the replacement cost as of the property at the time of loss. The policy shall cover the City of Tukwila Fire Stations 51, 52, 54 Project and each of its component parts. Such insurance shall waive subrogation under such insurance and rights of recovery under the deductible in favor of the Contractor and subcontractors except to the extent that loss or damage up to $25,000 each loss ($5,000 if for property while in transit) may be due to the negligence of the Contractor or to the extent that loss or damage up to $5,000 may be due to the negligence of any subcontractor. Contractor and Subcontractors shall not be responsible for any losses exceeding any sublimits included within the Builder's Risk policy. § 11.3.1.1 Property insurance shall be on an "all risk" or equivalent policy form and shall include, without limitation, 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.Builder's Risk Property Insurance shall cover all materials, supplies, and equipment that are intended for specific installation in the project while such materials, supplies and equipment are located at the project site, in transit or while temporarily located away from the project site. However, Builder's Risk insurance does not cover Contractor or subcontractors' owned, hired, or leased property or tools, equipment, or supplies used for construction and not intended to form a permanent part of the Work, for which Contractor and subcontractors shall be responsible. § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles.jlntentionally omitted] Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD21)9 § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transitlIntentionally omitted] 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. 'Intentionally omitted] § 1t3.3 LOSS OF USE INSURANCE- 11.3.6 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. 'Intentionally omitted] 11.3.7 WAIVERS OF SUBROGATION PAGE 37 § 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 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.If permitted by the Owner's and Contractor's insurance companies, without penalties, the Owner Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 220 User Notes: (3B9ADA2A) § 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 rcduccd, until at least 30 days' prior written notice has been given to the Contractor. 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 of actual recovery of any insurance proceeds under any 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. in good faith. 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 of them, 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 in good faith and made payable to the Owner as fiduciary in good faith 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 in good faith 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. in good faith. 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 in good faith 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 in good faith shall make settlement with insurers Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD221 or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators. § 11.4.1 The Owner shall have the right to require the Contractor to Contractor shall 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.Contract and in compliance with Ch.39.08 RCW; provided that the surety for each bond agrees that it consents to and waives notice of any addition, alteration, omission, change, or other modification of the Contract Documents and such events shall not release the surety of its obligations. Surety also shall be obligated under the bonds to any successor, grantee or assignee of the Owner. § 11.4.3 The Contractor shall keep the surety informed of the progress of the Work and the Owner may, at its sole discretion, inform the surety of the progress of the Work. § 11.5 GENERAL REQUIREMENTS PAGE 38 § 11.5.1 All insurance coverage procured by the Contractor shall be provided by insurance companies having policy holder ratings no lower than "A" and financial ratings not lower than "XII" in the Best's Insurance Guide, latest edition in effect as of the date of the Contract and subsequently in effect at the time of renewal of any policies required by the Contract Documents. §,11.5.2 If the Owner or the Contractor is damaged by the failure of the other party to purchase or maintain insurance required under Article 11, then the party who failed to purchase or maintain the insurance shall bear all reasonable costs (including attorneys' fees and court and settlement expenses) properly attributable thereto. § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETIONIf a portion of the Work is covered contrary to the requirements in the Contract Documents, it must, if required in writing by Owner, be uncovered for Owner's observation and be replaced at the Contractor's expense and without change in the Contract Time. Further, if in the course of the Work, the Contractor or its Subcontractors have used or damaged any portion of the work, the Contractor shall cause such Work to be restored to "like new" condition at no expense to the Owner. § 12.2.2 If, at any time prior to Substantial Completion, Owner desires to examine any portion of the Work that has been covered, Owner may request to see such Work and Contractor shall uncover it. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an adjustment in the Total Contract Cost for the costs of uncovering and replacement, and, if the Work is thereby delayed, an adjustment in the Contract Time, provided it makes a request therefore as provided in these General Conditions. If such Work is not in accordance with the Contract Documents, the Contractor shall pay the costs of examination and reconstruction. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 222 User Notes: (3B9ADA2A) The § 122.3 Contractor shall promptly correct Work rejected by the Architect or failing- found by Owner not to conform to the requirements of the Contract Documents, whether discovered observed before or after Substantial Completion and whether or not fabricated, additional testing- and inspections, the cost of uncovering- and replacement, and compensation for the Architect's cervices and expenses made necessary thereby, shall be at the Contractor's expense.installed, or completed. Contractor shall bear all costs of correcting such nonconforming Work, including additional testing and § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's oblig-ations under Section 3.5, if, inspections. 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 thereof, or within the terms of any applicable special warranty required by the Contract Documents, Documents if longer than one year, 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 g-iven the Contractor a written acceptance of such condition. The Owner to do so. 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 g-ive 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 2.1.This period of correction § 12.2.2.2 The one year period for correction of Work shall be extended shall be extended, with respect to portions of Work first performed after Substantial Completion finished after Substantial Completion, by the period of time between Substantial Completion and the actual completion of that portion performance of the Work. § 12.2.2.3 The one year period for correction of Work shall not be extended by corrective Work performed by theContractor pursuant to this Section 12.2.Contractor's duty to correct with respect to Work repaired or replaced shall run for one year from the date of repair or replacement. § 12.2.3 The 12.2.4 Contractor shall remove from the Project site portions of the Work that -which are not in accordance with the requirements of the Contract Documents and are neither corrected by the -Contractor nor accepted by Owner. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD223 thy§ 12.2.5 If Contractor falls to correct nonconforming Work within a reasonable time after written notice to do so, Owner may replace, correct, or remove the nonconforming Work and charge the cost thereof to the Contractor. PAGE 39 § 12.2.4 The 12.2.6 Contractor shall bear the cost of correcting destroyed or damaged construction, Work, 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 12.2.7 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 that Contractor might have according to the Contract Documents. Establishment of the one year period for correction of Work as described in Section 12.2.2 time period of one year as described in above relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the Contractor's obligation to comply with the Contract Documents may be sought to be enforced, nor to including the time within which proceedinbs may be commenced to establish the Contractor's liability with respect to the Contractor's oblitations other than specifically to correct the Work.such proceedings may be commenced. 12.2.8 If the -Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, Owner may do so instead of requiring its removal and correction, in which case the Contract sum may be reduced as appropriate and equitable._ § 13.1.1 Governing Law and Venue. The laws of the state of Washington shall govern the Contract Shall be toverned y -Documents and the rights of the parties herein. Venue shall be in King County, Washington, unless otherwise specified. § 13.1.2 Compliance with Laws. The Contractor, at its sole cost and expense, shall perform and comply with all applicable laws of the United States and the State of Washington; the applicable laws of the City of Tukwila; and rules, regulations, orders, and directives of their administrative agencies and their officers. § 13.1.3 Licenses and Similar Authorizations. The Contractor, at no expense to the Owner, shall secure and maintain in full force and effect during the term of this Preconstruction Contract all required licenses, permits, and similar legal authorizations, and comply with all related requirements. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 224 User Notes: (3B9ADA2A) § 13.1.4 Taxes. The Contractor shall pay, before delinquency, all taxes, levies, and assessments arising from its activities and undertakings under this Preconstruction Contract; taxes levied on its property, equipment and improvements; and taxes on the Contractor's interest in this Preconstruction Contract and any leasehold interest deemed to have been created under Chapter 82.29A RCW. the law § 13.1.5 Use of Recycled Content Paper. The Contractor shall, whenever practicable, use recycled content paper on all documents submitted to the Owner. dispute resolution, the Federal Arbitration Act shall bovcrn Section 15.1.§ 13.1.6 Americans with Disabilities Act. The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 (ADA) in performing its obligations under this Preconstruction Contract. In particular, if the Contractor is providing services, programs, or activities to Owner employees or members of the public as part of this Preconstruction Contract, the Contractor shall not deny participation or the benefits of such services, programs, or activities to people with disabilities on the basis of such disability. Failure to comply with the provisions of the ADA shall be a material breach of, and grounds for the immediate termination of, this Preconstruction Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender or other entity providing construction financing or credit enhancement 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. PAGE 40 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. address stated on the first page of the Agreement, unless a party gives notice of a change in address. § 13.4.1 Duties Except as expressly provided in the Contract Documents, 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. § 13.5.3 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 such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. The Contractor also agrees the cost of testing services required for the convenience of the Contractor in its scheduling and performance of the Work and the cost of testing services related to remedial operations performed to correct deficiencies in the Work shall be borne by the Contractor. PAGE 41 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD225 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 as specified: applicable law, but in any case not more than 10 years after a. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such Date of Substantial Completion; the date of Substantial Completion of the Work. The Owner and Contractor waive all claims b As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate of Payment. and causes of action not commenced c. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate of Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any warranty provided herein, the date of any correction of the Work or failure to correct the Work by the Contractor as provided herein or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. § 13.8 NO ORAL WAIVER in accordance with this Section 13.7.The provisions of the Contract Documents shall not be changed, amended, waived or otherwise modified in any respect except by a writing signed by the Owner. § 13.9 NOTICE REGARDING LIENS The Contractor shall provide all notices required or permitted by the laws of the State of Washington for the protection of the Owner from liens and claims of lien if permitted or required by applicable law, including without limitation, notices received by Subcontractors and suppliers to the Contractor. § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 38-60 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 226 User Notes: (3B9ADA2A) 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; or .2 An act of government, such as a declaration of national emergency that requires all Work to be ctopped;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 9.1.1, 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. PAGE 42 § 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 persistently 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. PAGE 43 § 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.Upon such termination, the Contractor shall recover as its sole remedy payment for Work properly performed in connection with the terminated portion of the Work prior to the effective date of termination and for items properly and timely fabricated off the Project site, delivered and stored in accordance with the Owner's instructions. The Contractor hereby expressly waives and forfeits all other claims for payment and damages, including without limitation anticipated profits. The Owner shall be credited for (i) payments previously made to the Contractor for the terminated portion of the Work; (ii) claims that the Owner has against the Contractor under the Contract and (iii) the value of the materials, supplies, equipment or other items that are to be disposed of by the Contractor that are part of the Contract Sum. § 15.1 CLAIMS PROCEDURES MANDATORY All claims for additional costs and/or time (regardless of how described) must be made in accordance with the requirements of this Article or they will be waived. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD227 Any Claim of the Contractor against the Owner for damages, additional payment for any reason, or extension of time, whether under the Contract or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely Initial Notice is provided followed by a substantiated timely submission of a Claim (including timely submission of additional substantiation) in strict accordance with this Article. No act, omission, or knowledge, actual or constructive, of the Owner or the Architect shall in any way be deemed to be a waiver of the requirement for timely written notice unless the Owner provides the Contractor with an explicit, written waiver of timely Initial Notice and/or timely submission of a Claim All Initial Notices and Claims shall be addressed to the Owner, with copies to the Architect and Owner's Designated Representative, at the addresses on the first page of the Agreement. § 15.11 DEFINITIONCLAIMS DEFINED A Claim is a substantiated demand or assertion by one of the parties the Contractor 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 Claims do not include written notices that are not substantiated in accordance with this Article. § 15.12 INITIAL NOTICEOF 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 An "Initial Notice" is the mechanism the Contractor must use to provide the Owner with initial notice of events that have or may result in a Claim At a minimum, Initial Notices must be in writing and describe the event, identify persons with knowledge of the event, qualitatively describe the likely or potential impacts of the event and identify provisions of the Contract Documents that are implicated by the event. An Initial Notice must be given within fourteen (14) days of the occurrence of the event, except for events involving subsurface conditions, in which case Section 15.1.5 shall control. &15.1.3 CLAIMS the event giving rise to such Claim or within 21 days after If the Contractor wishes to seek an adjustment to the Contract Sum or Contract Time for the event that gave rise to the Initial Notice, it must submit a Claim to Owner within fourteen (14) days of giving the Initial Notice. Claims must be made in writing and substantiated by detailed information. The responsibility to substantiate Claims rests solely with the Contractor. The substantiation of a Claim shall include, at a minimum, the following: Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 228 User Notes: (3B9ADA2A) the claimant first recog-nizes the condition tiling- .1 A detailed factual statement of the Claim for additional compensation and time, if any, providing all necessary dates, locations, and items of Work affected by the Claim; rise to the Claim, whichever is later..2 The date on which facts arose that gave rise to the Claim; .3 The name of each employee of Owner or Architect knowledgeable about the Claim; .4 The specific provisions of the Contract Documents which support the Claim; PAGE 44 .5 The identification of any documents and the substance of any oral communications that support the Claim; and Pending final resolution of .6 Copies of any identified documents, other than the Contract Documents, that support the Claim. a Claim, except as otherwise agreed in writing- or as provided in Section 9.7 and Article 11, the Contractor shall proceed diligently with performance of Within a reasonable time thereafter, such reasonable time to be agreed upon by the Contractor and Owner based on the facts and circumstances of the Claim, Contractor shall provide the following additional Claim substantiation: 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 .1 If an adjustment in the Contract Time is sought: the specific days and dates for which it is sought; the specific reasons Contractor believes an extension in the Contract Time should be granted; and Contractor's analysis of its Progress Schedule to demonstrate the reason for the extension in Contract Time; Additions and Deletions Report for 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD229 in accordance with the decisions of the Initial Decision Maker. .2 If an adjustment in the Contract Sum is sought, the exact amount sought and a breakdown of that amount into the categories set forth in, and in the detail required by the Contract Documents; and § 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 10.1..3 A statement certifying, under penalty of perjury, that the Claim is made in good faith, that the supporting cost and pricing data are true and accurate to the best of Contractor's knowledge and belief, that the Claim is fully supported by the accompanying data, and that the amount requested accurately reflects the adjustment in the Contract Sum or Contract Time for which Contractor believes Owner is liable. § 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.In the event the Contractor believes that a change in the Work that is the responsibility of the Owner has caused, or may cause, an increase in the Contractor's costs in the form of labor and equipment inefficiencies or lost productivity, such alleged costs must be specifically identified in either the initial or additional Claim substantiation. In addition, the Contractor must establish that the alleged cost increases result directly from such change and must demonstrate the impact by utilizing comparisons of the Work performed during the impacted period with Work performed during a non -impacted period or on a closely similar but different part of the Work if such comparisons are reasonably available or feasible. §15.1.4 ADVERSE WEATHER § 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, an Initial Notice and Claim, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, time and could not have been reasonably anticipated and that weather conditions had an adverse effect on the scheduled construction.critical path of the current submitted Construction Schedule. Neither Contract Time nor the Contract Sum will be adjusted for normal inclement weather. § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES15.1.5 SUBSURFACE CONDITIONS Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 230 User Notes: (3B9ADA2A) E.. • to this Contract. This mutual waiver includes. If conditions are encountered at the site that constitute subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or from those ordinarily found to exist and generally recognized as inherent in construction activities of the Project (including those conditions described in Sections 3.7.4 and 3.7.5, then written notice by the Contractor shall be given to .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing-, business and reputation, and for loss of management or employee productivity or of the services of Such persons; the Owner promptly before such conditions are disturbed and in no event later than three (3) days after first observance of such conditions. The Owner's Designated Representative will promptly investigate such conditions and, if 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, to the Owner for consideration. If the Owner 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 are justified, the Owner shall so notify the Contractor in writing, stating the reasons. Protests in opposition to such determination must be set forth in writing within fourteen (14) days after the Owner has given notice of the decision. These protests, if timely, shall be treated as a Claim properly submitted under Section 15.1.3 if it contains the Claim substantiation required by Section 15.1.3. PAGE 45 15.1.6 OWNER'S CLAIM DECISION The Owner shall consider each timely presented Claim and .2 damages incurred by the Contractor for principal office expenses including- the compensation of • es of financing-, business and reputation, and for loss efit except anticipated profit arising- directly from the Work.shall issue a written decision. The Contractor shall present additional supporting information if requested by the Owner for its consideration of the Claim. A decision by the Owner shall be required as a condition precedent to submission of a Claim to the Independent Decision Maker as to all matters arising prior to the date final payment is due, regardless of (1) whether such matters relate to execution and progress of the This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 11. 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.Work or (2) the extent to which the Work has been completed. If the Owner fails to issue a decision within thirty (30) days of Owner's receipt of a Claim, the Claim shall be deemed denied. § 15.2 INITIAL DECISION Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD2801 § 15.2.1 Claims, excluding- those arising -under Sections 10.3, 10.1, 11.3.9, and 11.3.10, shall be referred Claims denied by the Owner may be appealed by Contractor 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, Initial Decision Maker is identified in the Agreement. Owner may also refer a claim to the Initial Decision Maker. Except for those Claims arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, 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. § 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 Owner, Architect and the Contractor and every Subcontractor hired to perform Work on this Project is required to follow this process. No mediation or lawsuit may be filed seeking any adjustment in the Contract Sum or Contract Time unless and until each and every step of this procedure has been followed with respect to that adjustment. Every Claim brought on behalf of a subcontractor shall be brought through the Contractor. § 15.2.2 FILING AN APPEAL WITH THE INITIAL DECISION MAKER 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, (1) surest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if Provided that the Contractor has complied with the notice and claims requirements of this Article 15, if the Contractor disagrees with any decision of the Owner regarding a Claim, the Contractor shall file an appeal with the Initial Decision Maker as herein provided. 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. Contractor shall file its appeal with the Initial Decision Maker, with a copy to the Owner, not later than 14 days from Contractor's receipt of the Owner's decision. In the event of a Change Order proposal not acted upon by the Substantial Completion date, it will be deemed to have been rejected, and the Owner's decision shall be deemed to have been made on the Substantial Completion date. Any appeal not filed within 14 days from Contractor's receipt of the Owner's decision is waived. § 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 Every appeal submitted to the Initial Decision Maker shall be limited to the substance of, and seek the same adjustment to the Contract Sum or Contract Time as that in, the Claim submitted to the Owner. Matters not previously submitted to the Owner as provided in this Article 15 shall not be considered by the Independent Decision Maker. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 232 User Notes: (3B9ADA2A) in rendering- a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense.The appeal shall identify in writing the portion(s) of the Owner's Claim decision that are in dispute and be supported by the documents on which the Contractor bases its appeal. § 15.2.4 If 15.2.3 INITIAL DECISION MAKER ACTION ON A CLAIM 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 will either reject or approve the Claim in whole or in part.Upon receipt of an appeal, the Initial Decision Maker may act as a mediator, seeking mutual agreement. If mutual agreement is not readily attainable, the Initial Decision Maker shall issue a decision. On Claims for monetary relief of $30,000.00 or less, the Initial Decision Maker decision is final and binding on the Owner, Contractor and its Subcontractors. On Claims for monetary relief of more than $30,000.00, the Initial Decision Maker will act as an advisory body, whose decision is not binding on either Owner or Contractor or its Subcontractors when the claim is more than $30,000.00. PAGE 46 § 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 dispute resolution.The Owner and Contractor shall agree on compensation for the Initial Decision Maker to be paid by the Owner and Contractor. There will be no formal procedure for the Initial Decision Maker's review of an appeal. The Parties will be entitled to submit whatever relevant evidence each believes supports their position in the dispute. The Initial Decision Maker may elect whether to hear testimony or oral argument. The Initial Decision Maker will endeavor to resolve the dispute in an expeditious and cost effective manner and will render its recommendation in writing to both Owner and Contractor promptly. 15.2.6.1.In Claims involving greater than $30,000.00, the § 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. Owner and Contractor will within 30 days of the Initial Decision Maker's recommendation, confer and attempt to reach an agreement regarding the dispute, and if appropriate, enter into a written agreement, which may be a Change Order, or failing agreement, may demand mediation pursuant to Section 15.3. § 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 Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD2803 may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy.During the pendency of any such appeal to the Initial Decision Maker, the Contractor shall proceed with the Work of the project, including that portion in dispute, unless directed otherwise in writing by the Owner. In no event shall the Contractor be entitled to § 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. institute legal proceedings regarding a Claim submitted to the Initial Decision Maker as set forth above, more than 180 days after Substantial Completion of the Work. § 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 9.10.1, 9.10.5, and 15.1.6 Claims seeking monetary relief over $30,000 for which the Initial Decision Maker has made a recommendation shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request Contract. The parties shall endeavor to agree on a mediator. If they cannot agree, the party seeking mediation can request a mediator to be appointed by the American Arbitration Association. The request for mediation may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, Seattle, Washington, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 ARBITRATIONCLAIMS AUDITS § 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. All Claims filed against Owner shall be subject to audit at any time following the filing of the Claim. Failure of Contractor, or Subcontractors of any tier, to maintain and retain reasonably sufficient records to allow Owner to verify all or a portion of the Claim or to permit Owner access to the Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 234 User Notes: (3B9ADA2A) books and records of Contractor, or Subcontractors of any tier, shall constitute a waiver of that part of the Claim and shall bar any recovery on that part of the Claim § 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 letal or equitable proceedints based on the Claim would be barred by the applicable statute 15.4.2 In support of Owner audit of any Claim, Contractor shall, upon request, promptly make available to Owner any documents relating to the Claim, including but not limited to: PAGE 47 .1 Daily time sheets and supervisor's daily reports; .2 Collective bargaining agreements; .3 Insurance, welfare, and benefits records; .4 Payroll registers; .5 Earnings records; .6 Payroll tax forms; .7 Material invoices, requisitions, and delivery confirmations; .8 Material cost distribution worksheet; of limitations. For statute .9 Equipment records (list of company equipment, rates, etc.); Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD2805 .10 Vendors', rental agencies', Subcontractors', and agents' invoices; of limitations purposes, receipt of a written demand .11 Contracts between Contractor and each of its Subcontractors, and all lower -tier Subcontractor contracts and supplier contracts; .12 Subcontractors' and agents' payment certificates; .13 Canceled checks (payroll and vendors); .14 Job cost reports, including monthly totals; .15 Job payroll ledger; .16 Planned resource loading schedules and summaries; .17 General ledger; .18 Cash disbursements journal; for arbitration by the person or entity administering- the arbitration shall constitute the institution of leg -al or equitable procccdints based on the Claim..19 Financial statements for all years reflecting the operations on the Work. In addition, the Owner may require, if it deems it appropriate, additional financial statements for 3 years preceding execution of the Work; Additions and Deletions Report for 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 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 236 User Notes: (3B9ADA2A) § 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 .20 Depreciation records on all company equipment whether these records are maintained by the company involved, its accountant, or others; § 15.4.3 The foregoing agreement to arbitrate and other areements .21 If a source other than depreciation records is used to develop costs for Contractor's internal purposes in establishing the actual cost of owning and operating equipment, all such other source documents; 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..22 All non - privileged documents which relate to each and every Claim together with all documents which support the amount of any adjustment in Contract Sum or Contract Time sought by each Claim; § 15.4.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Areement 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, arbitrator(s)..23 Work sheets or software used to prepare the Claim establishing the cost components for items of the Claim including but not limited to labor, benefits and insurance, materials, equipment, Subcontractors, all documents which establish the time periods, individuals involved, the hours for the individuals, and the rates for the individuals; and .24 Work sheets, software, and all other documents used by Contractor to prepare its bid. § 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 15.4.3 The audit may be performed by employees of Owner or a representative of Owner. Contractor and its Subcontractors shall provide adequate facilities acceptable to Owner for the audit during normal business hours. Contractor and all Subcontractors shall make a good faith effort to cooperate with Owner's auditors. § 15.5 CONTINUING CONTRACT PERFORMANCE 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.Pending final resolution of a Claim, except as otherwise agreed in writing, the Contractor shall proceed diligently with Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9AD2807 performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.1, whether 15.6 CLAIMS FOR CONSEQUENTIAL DAMAGESThe Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes PAGE 48 by joinder or consolidation, the same rights of joinder andconsolidation as .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 the Owner and Contractor under .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 Agreement.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 15.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. Additions and Deletions Report for 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 ALA® 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 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. 238 User Notes: (3B9ADA2A) Certification of Document's Authenticity AIA® Document D401 TM — 2003 I, Athan Tramountanas, 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 19:19:35 on 10/27/2017 under Order No. 3600792784 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) (Title) (Dated) AIA Document D401 TM - 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the AIA software at 19:19:35 on 10/27/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: WARNING: This ALA® Document is Document, or any portion of it, law. This document was produced by (3B9ADA2A) 239 240