Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
PS 2018-03-05 Item 2A - Public Safety Plan - General Contractor Construction Management (GC/CM) Procurement for Justice Center
City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Public Safety Committee FROM: Rachel Bianchi, Communications and Government Relations Manager CC: Mayor Ekberg DATE: February 26, 2018 SUBJECT: General Contractor/Construction Manager (GC/CM) Services Contract for Justice Center ISSUE The City requires the services of a construction firm for preconstruction and construction services for the Justice Center 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 BNBuilders, Inc. for a contract not to exceed $240,000.00, which includes preconstruction services for the Justice Center. BACKGROUND In November of 2016, 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 building a single justice center facility to house the Tukwila Police Department and Municipal Court. In December of 2017, with assistance from Shiels Obletz Johnsen (SOJ), the project management firm assisting the City in the implementation of the Public Safety Plan, the City issued a Request for Proposals for GC/CM services. Ultimately, the City received seven proposals that were evaluated by an eight -member selection committee consisting of: SOJ's program manager and project manager, Architect, Council's PMQA Consultant, City Administrator, Police Commander, Court Administrator, and Communications and Government Relations Manager. Three firms were interviewed in late January and BNBuilders was chosen based on a combination of: (1) scoring of proposals, (2) scoring of interviews, and (3) results of the final bidding process on February 2 which included the three bidders' fee percentage and general conditions (staffing) dollar amount. BNBuilders brings several strengths as GC/CM for the Justice Center: • Successful delivery of a similar project, the University of Washington Police Station, completed in 2016 by the same team at BNBuilders. • Experience building civic facilities, such as the Burien City Hall and Library, delivered with SOJ. • History of working on GC/CM alternative delivery projects and partnering with owners and architects. • Experience working on public projects with limited funding and tight budgets. • Experience with and commitment to working with disadvantaged businesses (DBEs) and apprenticeships, including meeting the University of Washington's goals for DBE and local hiring. • Recommendations from project team members on their previous projects, as well as tours of and conversations with occupants who use the facilities they constructed. INFORMATIONAL MEMO Page 2 SOJ allocated a not -to -exceed amount of $240,000.00 in the budget for preconstruction services. 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. BNBuilders will be issued a Notice to Proceed for preconstruction services. RECOMMENDATION The Public Safety Committee is asked to approve the contract for preconstruction services with BNBuilders, Inc. Because the March 12, 2018 Committee of the Whole meeting has been cancelled, staff asks that the contract be moved to the March 19, 2018 Council meeting for approval. The Council President has approved bypassing Committee of the Whole due to the meeting cancellation. ATTACHMENTS Request for Proposals and Addenda Proposed BNBuilders Contract 2 Z:\Council Agenda Items\Coniro 18 PSCom\Justice Center GCCM Memo to Council.doc Request for Proposals for General Contractor/Construction Manager (GC/CM) Services City of Tukwila Justice Center Project Submittal Deadline: January 17, 2018 at 3:00 PM City rJf`fukv.i•a ..., :i (J P I 'LIC '5 AIN= ETY PLAN 3 1.0 PROJECT BACKGROUND The Justice Center Project is part of the City of Tukwila's Public Safety Plan, 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 building a new Justice Center to provide secure, efficient and modern facilities for the Tukwila Police Department, Municipal Court, and Emergency Operations Center (EOC); replacing the City's three seismically -deficient fire stations; guaranteed funding for 20 years for fire apparatus and equipment; 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 The new Justice Center is proposed to be an approximately 45,500 gross square foot building that will house three distinct program elements: Police Department: Approximately 30,000 square foot police station with police administration, patrol, investigations, special operations, SWAT, K-9, records, evidence, holding and support spaces. The facility will also include a vehicular sallyport and secured parking for officers and staff, including police vehicles. • Municipal Court: Approximately 9,500 square foot municipal court with court administration, courtroom, jury room, hearings room, probation, in-custody/holding and support spaces. The facility will also include secured parking for staff. • Emergency Operations Center: Approximately 6,000 square foot EOC will be housed in a multi- purpose conference center shared with police and courts. The design will include planning for future expansion of the building as the City grows over time. The site acquisition process is underway, with a site identified on Tukwila International Boulevard at South 150th Street, based on siting criteria approved by the City Council. The City Council has authorized the use of eminent domain, if needed, with the goal of having site control in early 2018. The selected GC/CM will provide valuable insights into site constraints and constructability issues important for the City and design team to understand. Early site investigation has identified specific challenges related to potential environmental contamination from previous industrial and auto -oriented uses, and the probability of remediation during construction. The design team members include: Architect: Structural Engineer: Electrical Engineer: Mechanical Engineer: Security Consultant: Civil Engineer: Landscape Architect: Cost Estimator: 3.0 SCHEDULE DLR Group DLR Group DLR Group DLR Group R&N Systems Design KPFF Swift Company Roen Associates The following is the current anticipated schedule for project milestones: CITY OF TUKWILA Page 2 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 4 Design and Construction December 2017 Advertisement for Request for Proposals February 2018 Selection of GC/CM February/March 2018 Pre -Construction Services Contract March/April 2018 Start GC/CM review of Schematic Design April 2019 Start Construction June 2020 Complete Construction GC/CM Selection Process The City of Tukwila intends the process to proceed as outlined below. The City reserves the right to modify the dates herein if determined necessary. December 11, 2017 Advertise Request for Proposals (RFP) December 20, 2017 Optional Pre -Proposal Conference December 22, 2017 Questions due January 4, 2018 Responses to questions published January 17, 2018 Proposals (Statements of Qualification) due January 22, 2018 City selects finalists for Interviews and Final Proposals January 31, 2018 Interviews of selected finalists February 2, 2018 Final Proposals due and GC/CM selection February 2018 Council action on GC/CM Pre -Construction Contract March 2018 Start preconstruction 4.0 SCOPE OF GC/CM SERVICES The GC/CM will work collaboratively and proactively with the City of Tukwila, Project Manager, 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 Project Manager, 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 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; CITY OF TUKWILA Page 3 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 5 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 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 39.10.340 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 39.10.340 through 39.10.410. All Proposers must be registered by the 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 TCC, 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 Total Contract Cost (TCC), 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 TCC, 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 City may select the next highest ranked firm for entering into an Agreement for Preconstruction Services and GC/CM contract. TCC 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 City, but no later than the conclusion of Construction Documents. At the time a TCC 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. CITY OF TUKWILA Page 4 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 6 5.4 TCC negotiations will take place prior to execution of the GC/CM Contract. TCC negotiations shall be completed within 30 days of the receipt of the Contractor's TCC estimate. The Contractor's TCC estimate shall be completed no later than three weeks from receipt of the construction documents to be used for TCC negotiations. Should the Contractor and City not agree on a satisfactory TCC that the City 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 TCC, such suspension or cancellation will be effective upon receipt of written notification to the Contractor. Contractor shall not be reimbursed for the cost of TCC negotiations. 6.0 INFORMATIONAL MEETING An optional pre -proposal conference will be held at Tukwila City Hall on December 20, 2017 at 1:00 PM, at Tukwila City Hall, 6200 Southcenter Blvd, Tukwila, WA 98188. 7.0 SUBMITTAL DEADLINE One (1) original unbound and (8) eight comb -bound or spiral -bound (8 1/2 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 Tukwila City Hall no later than 3:00 PM on January 17, 2018. Submittals shall not be longer than 15 sheets (30 double sided pages). Resumes, tabs, cover and backpage do NOT count against the page limit. Submittals sent by mail or courier shall be sent to the address below and must be delivered to Tukwila City Hall by the deadline stated above. Faxed or e-mailed submittals will not be accepted. City of Tukwila Justice Center Project Attn: Ethan Bernau Tukwila City Hall 6200 Southcenter Blvd Tukwila, WA 98188 If there are questions about submittal requirements, please contact the individual noted below. Questions submitted after the questions due date will not be answered. Ethan Bernau Project Manager Shiels Obletz Johnsen, Inc. (SOJ) (206) 838-3705 ethanb .soisea.com Any addenda issued for this RFP will be published at the following website address: www.TukwilaWa.qov/JusticeCenterGCCM 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 CITY OF TUKWILA Page 5 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 7 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 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, Project Manager, Architect, 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 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, GC/CM experience, 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 on Similar Projects: (5 points) What experience has the Proposer had in completing GC/CM and Total Contract Cost (TCC) projects for Public Safety/Police, Judicial/Courts, Emergency/First Responder or similar public facilities? Provide a list of no more than five (5) similar projects the firm has completed in the last seven (7) years. For each project provide a description of the project, delivery method, the duration of construction, the final cost, a description of the Preconstruction Services performed, a reference with telephone and email address 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. 9.5 Ability of the Firm to meet time and budget requirements: (5 points) Describe how your firm would monitor and ensure the Justice Center 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 projects listed in your firm's response to paragraph 9.4 above: 1) Owner's original estimate; 2) original Total CITY OF TUKWILA Page 6 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 8 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 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 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 subject to the provisions of RCW 39.10.340 through 39.10.410. Specifically address your firm's approach to RCW 39.10.370(2) and (3). How would your firm approach the use of pre -TCC subcontractor bidding in establishing the negotiated TCC as authorized by RCW 39.10.370(2)? Prior to establishment of the TCC, 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 TCC 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 pursuant to RCW 39.10.385 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 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, CITY OF TUKWILA Page 7 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 9 (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 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 CITY OF TUKWILA Page 8 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 10 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 Proposals more than 20% above Low Proposal* = 0 points * Computed as follows: (Proposal being evaluated - Low Conforming Proposal) _ 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 the City or on copies of those forms, and (2) manually signed in ink. The person signing the Final Proposal Form must initial each page. CITY OF TUKWILA Page 9 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 11 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 TCC 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 DOCUMENTS The City anticipates using a modified AIA A201-2007 with project specific attachments. Also anticipated is a modified AIA agreement for BIM protocol. Attachments: A Program Report B Preliminary Project Schedule CITY OF TUKWILA Page 10 of 10 GC/CM JUSTICE CENTER PROJECT REQUEST FOR PROPOSALS 12 CITY OF TUKWILA REQUEST FOR PROPOSALS FOR GENERAL CONTRACTOR/CONSTRUCTION MANAGER (GC/CM) SERVICES City of Tukwila Justice Center Project ADDENDUM No. 1 Pre -Proposal Conference Sign -in sheets are attached for reference. Questions and Answers 1. In Section 9.7, the RFP asks "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." Can this part be submitted as an attachment & therefore not count towards the page limit? Answer: Yes, the statement from the bonding agent may be an attachment and will not count towards the page limit. 2. Section 9.4 Past performance of the Proposer on Similar Projects asks firms to provide a list of no more than five (5) similar projects the firm has completed in the last seven (7) years. As there have been very few corrections/justice facilities in the region in the past seven years, will the City please remove the timeframe requirement for projects to all for more competition from regional firms with relevant experience? Answer: Yes, firms may include projects that are older than seven (7) years. 3. In referencing the RFP, section 9.10 Preconstruction Services #8) Recommending phasing and sequencing of work to minimize impacts to FS operations. What does FS stand for? Answer: "FS" stands for Fire Station, a carryover reference included by mistake. Section 9.10, item number (8) is changed to: "Recommending phasing and sequencing of work to allow for early building hazardous materials abatement, demolition and/or site environmental remediation." CITY OF TUKWILA Page 1 of 2 JUSTICE CENTER PROJECT GC/CM RFP ADDENDUM 1 13 4. Concerning proposal evaluation criteria item 9.11 Quality Control for the City of Tukwila Justice Center project. The first paragraph states, "provide a one-page summary of your firm's approach to quality control during construction..." and in the second paragraph states, "describe your firm's experience utilizing BIM..." Are RFP evaluators looking for a write-up on a firm's quality control approach inclusive of the BIM response for no more than one page for this section or is the intent for responders to provide a one-page quality control write-up and provide additional information on BIM utilization for a total of two+ pages for this section? Answer: Either approach is acceptable. Issue Date: December 26, 2017 CITY OF TUKWILA Page 2 of 2 JUSTICE CENTER PROJECT 14 GC/CM RFP ADDENDUM 1 • j) Date: 20 -Dec - Justice Center 0 E 0 0 ORGANIZATIQN tk -z re, li 15 Conference Sign 0 16 Justice Cent 0) Time: 1:00 PM Place/Room: 0 14.) 0 aala aaaaa s,) 1,4 'So 4,4?, Naaa„.S lat) aaaa 0 4,,r1 "aal raal qaarLflj City of Tukwila Public Safety Plan - Date: 20 -Dec - Time: 1:00 PM Place/Room tia 4; 3. 414,, 0 N 17 4-) w 01) u (1) 1 L) (1) 0 0 L. 0 o.. Tukwila Pu 0 D4—) 18 Date: 20 -Dec -17 Time: 1:00 PM 0 111 0 0 / r-1 3 Lt Date: 20 -Dec -17 Tukwila Justice Center 1 E "-3 0 Place/Room: , c • \ i ,.':'„',,,,,,, i : ,... i : Ye 11„1 1 t LIJ 0 (4 ft 0 1 kr)N 19 Date: 20 -Dec -17 kwila Justice Center 20 Time: 1:00 PM 0 4.4 11:1 "C) Place/Room: Lei z0 4 0 LJce z Q 4 ct toa *w) DflC 0 LJ Tea 0 0 a) ti) LJ 3 0 (C1 0 a Justice Center 0 V) 1 1 rs1 Lfl 1 21 22 CITY OF TUKWILA REQUEST FOR PROPOSALS FOR GENERAL CONTRACTOR/CONSTRUCTION MANAGER (GC/CM) SERVICES City of Tukwila Justice Center Project ADDENDUM No. 2 1. For the purposes of bidding, the construction duration is assumed to be 18 months. 2. For the purposes of bidding, the estimated MACC is assumed to be $14,600,000. This is based on the preliminary budget included in the voter -approved Public Safety Plan bond measure. Pending City Council approval, the project budget will be adjusted following completion of the Schematic Design cost estimate. 3. By acknowledging receipt of this Addendum, bidders acknowledge receipt of the following attached documents: a) Bid Requirements b) Instructions to Bidders c) Bid Proposal Form d) Preconstruction Services Contract e) A133 Construction Contract • Exhibit A — GMP Amendment • Exhibit C — Cost Allocation Matrix f) A201 General Conditions g) City of Tukwila Apprenticeship Utilization Guidelines (Resolution No. 1814) Issue Date: January 24, 2018 CITY OF TUKWILA Page 1 of 1 GC/CM RFP JUSTICE CENTER PROJECT ADDENDUM 2 23 24 CITY OF TUKWILA JUSTICE CENTER PROJECT BID REQUIREMENTS 1 FEE FOR PRECONSTRUCTION SERVICES 1.1 With the Bid Proposal, the bidder shall submit a detailed schedule of anticipated costs, on a monthly basis, for providing GC/CM Preconstruction Services as described in the City of Tukwila Justice Center Project Bid Requirements. The GC/CM firm shall provide hourly billing rates and estimated hours per month for all project team members. 1.2 It is currently anticipated that the GC/CM will begin work on Preconstruction in April 2018 continuing for approximately twelve (12) months through March 2019. It is anticipated that MACC negotiations will occur upon completion of the Construction Documents. The detailed schedule of anticipated costs shall include a staffing matrix listing all anticipated staffing positions for Preconstruction, defining by name and title the personnel filling those positions, hourly cost, estimated hours per month, estimated number of months, and estimated total cost for each team member. 1.3 The GC/CM shall bill on a monthly basis for its actual time and expenses incurred each month during Preconstruction. For purposes of the bid, the Preconstruction Services Fee Allowance is established at $240,000 as a maximum not -to -exceed sum, assuming Preconstruction duration of twelve (12) months. 1.4 Allowable costs include those costs incurred after notice of award (anticipated in April 2018) and until the termination of Preconstruction, as follows: Actual salary and benefits of all staff and sub - consultants for the time spent directly working on the project; all direct office charges for reproduction, phone, fax transmission, postage, related expenses; and B&O tax on the above. 1.5 Not allowable Preconstruction costs include: Profit and general office overhead, insurance premiums, indirect costs, and costs relating from multipliers for staff for anything other than direct benefit overhead. 1.6 Should the Preconstruction period be extended beyond the estimated duration, the City will continue to pay the Preconstruction Services fee at the rate not of exceed the schedule outlined in 1.3 above. 1.7 The GC/CM will report to the City of Tukwila Owner's Representative. During the Preconstruction period, the GC/CM will provide design review and input as a member of the project team, which includes the Owner's Representative, the GC/CM, and Architect for the City of Tukwila Justice Center Project. The GC/CM will work collaboratively with the Architect team but will provide input through the Owner's Representative unless otherwise authorized. Weekly project team meetings will be held. 1.8 During this preconstruction period, the GC/CM's Project Manager or equally qualified person in an equal or higher-level position will attend each project team meeting and provide or oversee the services the GC/CM provides to ensure development of a high quality, functional, constructable, CITY OR TUKWILA Page 1 of 3 BID REQUIREMENTS JUSTICE CENTER PROJECT REQUEST FOR FINAL PROPOSALS 25 and cost-effective Project. Preconstruction services will commence at the end of Schematic Design for the City of Tukwila Justice Center Project. 2 FEE FOR CONSTRUCTION SERVICES 2.1 The GC/CM shall submit a number which represents the GC/CM's Fixed Fee, stated as a percentage, for Construction, which will begin with commencement of construction and continue three months following substantial completion. For purposes of this bid, each bidder shall use its Fixed Fee, stated as a percentage, convert it to a decimal, and multiply it by $14,600,000, the City's current estimate of the MACC, to assist in determining the low bidder for the Project. Once a MACC is determined for the Project, the Fee percentage, as a decimal, shall be multiplied by the final MACC to determine the GC/CM's actual Fixed Fee for the Project. 2.2 The Fixed Fee shall include all profit (and loss) of the GC/CM firm for this Project as well as home or regional general overhead office expenses of the GC/CM firm during the construction phase and all general home office staff time assigned to this Project, GC/CM payment and performance bonds, GC/CM liability insurance, and other costs as shown in the Cost Allocation Matrix. 3 SPECIFIED GENERAL CONDITIONS WORK The GC/CM firm shall submit a number on the Bid Proposal form which represents the dollar amount for the "Specified General Conditions Work." The "Specified General Conditions Work" for the purposes of the bid proposal shall be based only on project staffing, and as shown in the Cost Allocation Matrix. It should be assumed that all costs will be considered either negotiated support services or be negotiated at a later date and become part of the MACC. 3.1 PROJECT STAFFING The Specified General Conditions include the cost of staffing all elements of the project during Construction. 3.1.1 On a separate sheet of paper, the GC/CM firm should provide an hourly billing rate used for each position to develop staffing cost. 4 FORM OF CONTRACTS 4.1 All Proposers are advised to carefully review the draft form of Preconstruction Services Contract, GC/CM Construction Contract and General Conditions, which are a part of this Bid Instruction Document. The successful proposer shall be required to execute the material terms of the GC/CM Construction Contract and General Conditions. 4.2 Any comments, questions, concerns, or objections to the terms of these documents must be delivered in writing to the Owner's Representative at the time of interview. After bids are opened, the City of Tukwila reserves the right, at the sole discretion of the City of Tukwila, to negotiate material changes to the documents, should the City of Tukwila determine that such changes are in the best interests of the City of Tukwila. 5 PROTEST AND APPEAL PROCEDURE 5.1 A Proposer who claims to be aggrieved in connection with the solicitation or proposed award of a contract under this RFP may protest to the City of Tukwila in accordance with the procedures set forth herein. CITY OR TUKWILA Page 2 of 3 BID REQUIREMENTS JUSTICE CENTER PROJECT REQUEST FOR FINAL PROPOSALS 26 5.2 If a Proposer believes that any portion of this RFP contains errors or is in violation of the state's procurement laws, the Proposer shall immediately notify the City of Tukwila in writing prior to February 2, 2018 at 1:00 PM. Such notification shall describe in detail the error or violation, and the change requested to correct the error or violation. In the event that the City of Tukwila declines to make the requested change, a Proposer who chooses to protest the City of Tukwila decision must file a protest prior to February 7, 2018, at 1:00 PM. Protests based on other decisions of the City of Tukwila with respect to the RFP process shall be submitted within five (5) calendar days after the Proposer is notified of the City of Tukwila decision. 5.3 In order to be considered, a protest shall be in writing and shall include: (1) The RFP number and title under which the protest is made; (2) the name and address of the allegedly aggrieved proposer; (3) a detailed description of the specific grounds for the protest and all supporting documentation; and (4) the specific ruling or relief requested. The written protest shall be addressed to: Justice Center Project Manager, City of Tukwila, 6200 Southcenter Blvd, Tukwila, WA 98188. In considering the protest, the City of Tukwila will only consider the grounds raised in the protest. Failure to comply with these protest procedures will render a protest untimely or inadequate, and result in the rejection of said protest by the City of Tukwila. Exhaustion of these protest procedures shall be a condition precedent to any action filed in a court of law. 5.4 Upon receipt of a timely written protest, the City will consider the protest. If the protest is not resolved by mutual agreement of the protesting proposer and the City, the city will issue a written decision on the protest. The decision shall be mailed and emailed to the protesting proposer. The City of Tukwila shall not execute a contract prior to issuing a final decision on all protests. 5.5 RCW 39.10.360(2)(d), 39.10.380(4), and 39.10.385(5) shall govern protests with regard to the selection of the GC/CM and/or subcontracts pursuant to the Contract. CITY OR TUKWILA Page 3 of 3 BID REQUIREMENTS JUSTICE CENTER PROJECT REQUEST FOR FINAL PROPOSALS 27 28 January 2018 GENERAL CONTRACTOR/CONSTRUCTION MANAGER FOR CITY OF TUKWILA JUSTICE CENTER PROJECT INSTRUCTIONS TO BIDDERS (FINALISTS) This Bid Instruction Document is the final phase of the selection process for a GC/CM contractor for the City of Tukwila Justice Center Project in Tukwila, Washington. The bidder shall submit four sets of numbers: 1. The first (A), a specified Allowance for Preconstruction Services, shall be $240,000. (All bidders shall use this exact number) 2. The second (B), is the amount derived from a Fixed Fee Percentage for the GC/CM's profit, overhead, and related costs (as defined in the RFP, this Bid Instruction Document, and in the sample contracts for construction services). The bidder shall perform the calculation of multiplying the proposers Construction Services Fixed Fee Percentage by $14,600,000 (for the purposes of this solicitation, the estimate of the MACC), to determine a single lump sum number for the estimated Fixed Fee; 3. The third (C), is a dollar amount. for the Specified General Conditions as described in Section 3 of Bid Requirements. The total Specified General Conditions will be entered on the Bid Proposal form, Item 3. 4. The fourth (D), is a Total Bid dollar amount equal to the sum of (A) $240,000 + (B) the estimated Fixed Fee + (C) the Specified General Conditions total. The bidder shall complete all other requested information on the Bid Proposal Form, including signature in ink by an authorized official of the firm. Failure to complete the Bid Proposal Form in full may result in a bid being declared non-responsive and being rejected. The Bid Proposal Form shall be submitted in a sealed envelope to: Owner's Representative Justice Center Project Tukwila City Hall 6200 Southcenter Blvd Tukwila, WA 98188 Deadline for delivery of the Bid Proposal Form is Friday. February 2, 2018 at 1:00 p.m., at the above address. CITY OF TUKWILA Page 1 of 1 INSTRUCTIONS TO BIDDERS JUSTICE CENTER PROJECT REQUEST FOR FINAL PROPOSALS 29 30 City of Tukwila Justice Center Project Tukwila City Hall 6200 Southcenter Blvd Tukwila, WA 98188 BID PROPOSAL GC/CM Services for City of Tukwila Justice Center Project Bids due on Friday, February 2, 2018 at 1:00 p.m. at the Tukwila City Hall (Hazelnut Room) I/We, the undersigned, having read all the requirements of the Bid Instruction Document, together with the Request for Proposal and the Addenda Nos. to the RFP, agree to furnish all labor and materials specified herein necessary to complete the work, as follows: TOTAL BID 1. Bid for Preconstruction Services 2. GC/CM Fee % for Construction: percent. Fixed Fee: % of $14,600,000 = (B) $ 3. Specified General Conditions Work Bid (C) $ (A) $ 240.000 4. TOTAL BID = Sum of (A) $240,000 + (B) + (C) = (D) $ The above bids do NOT include Washington State Sales Tax. The City will include Washington State Sales Tax as a separate line item in the total bid (as applicable) at the time of payment. The above bids shall include Washington State B&O Tax. ADDENDUM RECEIPT Receipt of the following addenda to this bid solicitation is acknowledged: Addendum No. Date: CITY OF TUKWILA Page 1 of 2 BID PROPOSAL FORM JUSTICE CENTER PROJECT REQUEST FOR FINAL PROPOSALS 31 This bid may be withdrawn at any time prior to the scheduled time for the opening of bids, or any authorized postponement thereof. NAME OF FIRM / JOINT VENTURE SIGNED BY OFFICIAL CAPACITY DATE ADDRESS CITY AND STATE TELEPHONE FAX STATE OF WASHINGTON CONTRACTOR'S LICENSE NO. NOTE: If bidder is a corporation, so indicate below, and write State of incorporation below; if a partnership, so indicate below, and give the full name and address of all partners below: The City of Tukwila reserves the right to reject any and all bids. CITY OF TUKWILA Page 2 of 2 BID PROPOSAL FORM JUSTICE CENTER PROJECT REQUEST FOR FINAL PROPOSALS 32 PRECONSTRUCTION CONTRACT THIS PRECONSTRUCTION CONTRACT is made and entered into this day of ,20 by and between the City of Tukwila ("Owner" or "City" or "City of Tukwila"), and 1 ("Contractor"), also referred to collectively or singularly as "Parties" or "Party". WHEREAS, pursuant to RCW Ch. 39.10, the Owner has selected the Contractor as its General Contractor/Construction Manager ("GC/CM") with respect to the City of Tukwila Justice Center Project ("Project"); and WHEREAS, the Owner has need for certain preconstruction services with respect to the Project while the parties work toward negotiating and finalizing the Maximum Allowable Construction Cost ("MACC") as set forth in the solicitation documents for the Project; The Parties agree as follows: In consideration of the mutual covenants and agreements of the Parties herein contained, the Contractor agrees to furnish all material, labor, tools, equipment, apparatus, facilities, etc. necessary to perform and complete in an acceptable manner the work called for in this Preconstruction Contract and as described in the [insert date] Request for Proposals for General Contractor/Construction Manager for the City of Tukwila Justice Center Project, for a not -to -exceed allowance of $240,000. ARTICLE 1 DEFINITIONS Except as provided in this Article 1, capitalized words shall have the meaning set forth in the Project General Conditions, attachment Li of the Project Request for Proposals for a General Contractor/Construction Manager. 1.1 "Architect" and "Design Team" The term "Architect" or "Design Team" means DLR Group and its sub - consultants. 1.2 "Total Contract Cost" ("TCC") means the Preconstruction Work Allowance + MACC + Fixed Fee + Fixed Amount for Specified General Conditions work + applicable Washington State sales tax. 1.3 "Project Development Manager " ("PDM") means Shiels Obletz Johnsen, designated by the City of Tukwila to manage the Project. ARTICLE 2 ENTIRE AGREEMENT This Preconstruction Contract represents the entire and integrated agreement between the Parties and supersedes prior negotiations, representation or agreements, either written or oral. The Contractor recognizes that this Preconstruction Contract is intended to be integrated with the final GC/CM Contract that will be executed at the completion of MACC negotiations. ARTICLE 3 WORK OF THIS PRECONSTRUCTION CONTRACT 3.1 General The Contractor shall execute the entire work described in this Preconstruction Contract, except to the extent specifically indicated in the Preconstruction Contract to be the responsibility of others. The Contractor shall provide construction management ("CM") services, including but not limited to: assisting the Design Team with CITY OF TUKWILA Page 1 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 33 planning and design, and 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. CM services shall be provided throughout the preconstruction period and shall be closely coordinated with the Architect's and Owner's representatives. The Contractor 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. Both the Contractor and the Architect shall be given direction by the Owner or the Owner's representative(s). The relationship between the Contractor and the Architect is intended to be collaborative and proactive, both participating on the same team with the Owner. 3.2 Work During Preconstruction The Contractor 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 GC/CM will work collaboratively with the Design Team, but will provide input through the PDM unless otherwise authorized by the Owner. During this preconstruction period, the Contractor's Project Manager or higher-level person will attend all design meetings and provide or oversee the services of the Contractor to ensure development of a high quality, functional, constructible, and cost-effective Project. Preconstruction services will begin at the end of the schematic design phase and anticipated to be complete by March 2019. 3.3 Preconstruction Services 3.3.1 General The Contractor agrees to review all Drawings and Specifications and Contract Documents developed with respect to the Project, and to advise and make recommendations to the PDM 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 Contractor will not be deemed to have assumed the Architect's or consultants' design obligations with respect to the Contract Documents developed by them. The scope of services to be provided also will include value engineering, cost estimating, scheduling, identification and organization of subcontract packages, procurement strategies, and analysis of labor and material conditions. 3.3.2 Preconstruction Administration and Planning The Contractor shall: A. Have a Contractor's 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 Design Team, the Contractor and the Owner. In developing the activities for this schedule, the Contractor shall consult with both the Owner and Design Team 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. CITY OF TUKWILA Page 2 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 34 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 PDM. 3.3.3 Design Review The Contractor 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 Contractor shall provide written design review comments to the PDM and Design Team 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 Contractor 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 SEPA/EIS, basis of design report, etc. The Contractor shall cooperate in other design reviews as required by the PDM. D. Propose a breakdown of bid package and work buy-out. 3.3.4 Work for Construction Documents The Contractor 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 PDM concurs that the Project will benefit and if funds are available, the PDM may, at its option, elect to authorize the Contractor to advertise and award subcontracts or material procurements for long lead-time items in advance of completion of construction documents. The Contractor 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 Contractor 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 permits. The Contractor shall monitor and expedite the permitting process as necessary to ensure that all construction permits are received in a timely fashion. CITY OF TUKWILA Page 3 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 35 D. Monitor the development of the construction documents. The Contractor shall provide value engineering and constructability reviews of elements of design when requested by the design team and approved by the Owner. E. Prepare construction cost estimates within four weeks of receipt from the Design Team for the entire Project based on both the mid- and final construction documents submittals. If the estimate exceeds the MACC, the GC/CM 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 Contractor shall provide comments to the PDM and Architect. The Contractor 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. 3.3.5 Schedule The Contractor 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 Contractor shall consult with both the PDM and Design Team 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 PDM 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 PDM. The Contractor shall adjust construction schedule accordingly. E. With the PDM, establish a schedule for establishment of the MACC and TCC. 3.3.6 Budget The Contractor shall: A. Provide a detailed cost estimate for the Project at those points in the design review phases described in Subsection 3.3.3.A. The Contractor shall identify the margin of accuracy of estimates and identify appropriate contingencies. The Contractor'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 being used by Architect. The Contractor shall monitor and update the budget each month and discuss the need for corrective action with the PDM and Architect at progress meetings. B. Provide value engineering alternatives and cost reduction suggestions to the Architect and PDM, such that the implementation of the proposed measures would maintain the design within budget without compromising the Owner's basic needs. CITY OF TUKWILA Page 4 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 36 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. 3.4 Allowance for Preconstruction Services. The Contractor will be paid an amount not to exceed $240,000 for Preconstruction Services (the "Preconstruction Services Allowance"). Within seven (7) days of notification of its selection for MACC negotiations, the Contractor 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 Contractor intends to use to accomplish the tasks assigned. If the Plan is not satisfactory to the Owner, the Owner will advise the Contractor of the shortcomings in the Plan and require the Contractor 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, unless adjusted pursuant to mutual agreement of the Owner and Contractor, constitute the "Total Compensation" for preconstruction services. The Contractor may submit its first request for payment for Preconstruction Services once this Contract is executed. In the event the Contractor incurs costs in excess of the "Total Compensation", the Contractor shall pay such excess from its own funds and the Owner shall not be required to pay any part of such excess and the Contractor shall have no claim against the Owner on account thereof. The Contractor will not be entitled to any compensation under this Section until a Preconstruction Work Plan satisfactory to the Owner is provided. If, in the performance of the Preconstruction Services, the GC/CM 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 GC/CM's billing rate for such services, as shown in Exhibit LI hereto, and expenses, without markup, if the work of the GC/CM for the Project does not proceed beyond the preconstruction phase. ARTICLE 4 RELATIONSHIP OF THE PARTIES The Contractor accepts the relationship of trust and confidence established by this Preconstruction Contract and covenants with the Owner to cooperate with the Architect through every phase of the work and utilize the Contractor's best skill, efforts and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to use best efforts 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 interests of the Owner. The Owner agrees to exercise best efforts to assist the Contractor to perform the work in the best way and most expeditious manner by furnishing and approving in a timely way information required by the Contractor and making payments to the Contractor in accordance with the requirements of this Preconstruction Contract. The Contractor recognizes that the Owner has a separate agreement with the Architect to design the Project and to provide certain construction administration services necessary to ensure that the construction conforms to the Drawings and Specifications. The Contractor further recognizes that in order for the Project to be completed on time and within the TCC, the Contractor, 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. ARTICLE 5 TOTAL CONTRACT COST; PRECONSTRUCTION SERVICES FEE ALLOWANCE; PAYMENT 5.1 The Total Contract Cost will be determined through a negotiation of the MACC conducted prior to the execution of the final GC/CM Contract. While the Preconstruction Services Fee Allowance will be part of the TCC, the MACC negotiations are separate from Preconstruction Work. The Contractor shall not be reimbursed for the work related to MACC negotiations. 5.2 Preconstruction Services Fee Allowance. CITY OF TUKWILA Page 5 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 37 The Owner has established an allowance for Preconstruction Work as defined in Section 3 of this Contract. The money for this work will not be included in either the Fixed Fee or the dollar amount for Specified General Conditions Work. Pursuant to this Preconstruction Contract, the Contractor will be paid monthly for its Preconstruction Services based on actual time (at the rates set forth in Exhibit L1) and expenses, without markup, in an amount not to exceed the Preconstruction Services Fee Allowance. Any amount that exceeds the Preconstruction Services Fee Allowance shall be borne by the Contractor. 5.3 Payment. The contractor, on a monthly basis, may invoice the Owner for work performed in the prior month. Labor charges shall be based on the rates set forth in Exhibit [j. Such rates shall be compensation for any and all expenses and costs of the Contractor 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 price includes local travel and parking costs, but does not include the costs of long distance trips made outside the Seattle metropolitan area by employees of the GC/CM in connection with the Work. Provided the Owner approves such travel in advance, the Owner shall reimburse the GC/CM 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. Travel expenses shall conform to, or be limited by, any provisions applicable to persons traveling on official business for the Owner. Any travel and travel expenses that would increase the Contract Sum (including those occurring prior to resolving the Allowance for travel expense in the Specified General Conditions) shall be subject to the Owner's approval. ARTICLE 6 MISCELLANEOUS PROVISIONS 6.1 Contractor's Liability Insurance Prior to commencement of the Work, at its own expense, Contractor shall obtain all the insurance required by this Preconstruction Contract and provide evidence satisfactory to Owner that such insurance has been procured. Review of the Contractor's insurance by Owner shall not relieve or decrease the liability of Contractor. Companies writing the insurance to be obtained by this part shall be licensed to do business under Chapter 48 RCW or comply with the Surplus Lines Law of the State of Washington. Insurance carriers providing insurance in accordance with the Contract Documents shall be acceptable to Owner, and its A.B. Best rating shall be indicated on the insurance certificates. 6.2 Contractor shall maintain the following insurance coverage during the period of this Preconstruction Contract and for one year thereafter. A. General liability on the ISO 1986 New Occurrence Form or its equivalent, which will include: Completed operations/products liability; ii. Explosion, collapse, and underground; and Employer's liability coverage. B. Automobile liability C. Contractor shall comply with the Washington State Industrial Insurance Act. D. AM insurance coverages shall protect against claims for damages for personal and bodily injury or death, as well as claims for property damage, which may arise from operations in connection with the Work whether such operations are by Contractor or any Subcontractor. CITY OF TUKWILA Page 6 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 38 E. All insurance coverages shall be endorsed to include Owner as an additional named insured for Work performed in accordance with this Preconstruction Contract, and all insurance certificates shall evidence the Owner as an additional insured. F. The coverage limits shall be as follows: 1. Limits of Liability shall not be less than $1,000,000 Combined Single Limit for Bodily Injury and Property Damage (other than Automobile liability) Each Occurrence; Personal Injury and Advertising Liability Each Occurrence. 2. $2,000,000 Combined Single Limit Annual General Aggregate. 3. $2,000,000 Annual Aggregate for Products and Completed Operations Liability. 4. $1,000,000 Combined Single Limit for Automobile Bodily Injury and Property Damage Liability, Each Accident or Loss. G. Insurance Coverage Certificates 1. Prior to commencement of the Work, Contractor shall furnish to Owner a completed certificate of insurance coverage. 2. All insurance certificates shall name Owner's Project number and Project title. All insurance certificates shall specifically require 45 days prior notice to Owner of cancellation or any material change, except 30 days for surplus line insurance. 6.3 Equal Employment Opportunity Requirements A. Nondiscrimination and Affirmative Action Notwithstanding any other provisions in reference to this Contract, this Contract does not require any specific utilization levels of minorities or women in the Contractor's workforce, except as may be specified in any federal regulations or statutes included or referenced in the Contract. The Owner encourages the Contractor to employ a workforce reflective of the region's diversity. The Contractor shall adhere to all non-discrimination requirements set forth in Federal and State laws and regulations and in local applicable provisions. During the performance of this Contract, the Contractor agrees as follows: 1. The Contractor 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. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their creed, religion, race, color, sex, national origin, or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2. The Contractor will, prior to commencement and during the term of this Contract, furnish to the Owner or his/her designee upon his/her request and on such form as may be provided therefor, a CITY OF TUKWILA Page 7 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 39 report of the affirmative action taken by the Contractor in implementing the terms of these provisions, and will permit access to his/her records of employment, employment advertisements, application forms, other pertinent data and records requested by the Owner for the purposes of investigation to determine compliance with this provision. 3. If, upon investigation, the Owner finds probable cause to believe that the Contractor has failed to comply with any of the terms of these provisions, the Contractor shall be so notified in writing. The Owner shall give the Contractor an opportunity to be heard, after ten days notice. The Owner may suspend the Contract and/or withhold any funds due or to become due to the Contractor, pending compliance by the Contractor with the terms of these provisions. 4. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Contractor may be subject to damages and sanctions provided for by contract and by applicable law. 5. The foregoing provisions will be inserted in all subcontracts for work covered by this Contract. 6.4 Compliance with Law 6.4.1 General Requirement 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. 6.4.2 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. 6.4.3 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. 6.4.4 Use of Recycled Content Paper The Contractor shall, whenever practicable, use recycled content paper on all documents submitted to the Owner. 6.4.5 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. 6.5 Governing Law CITY OF TUKWILA Page 8 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 40 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. 6.6 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. 6.7 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. 6.8 Contractor Registration Pursuant to RCW 39.06, Contractor shall be registered or licensed as required by the laws of the State of Washington, including but not limited to RCW 18.27. 6.9 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. 6.10 Records Retention The wage, payroll, and cost records of Contractor, and its Subcontractors, and all records subject to audit in accordance with Section 6.12, shall be retained for a period of not less than three (3) years after the date of Completion. 6.11 Third—party Agreements The Contract Documents shall not be construed to create a contractual relationship of any kind between: the Design Team and Contractor; Owner and any Subcontractor; or any persons other than Owner and Contractor. 6.12 Audit The Contractor shall permit the Owner and/or any other governmental agency that is involved in the funding of the Project (hereinafter referred to as "Agency"), from time to time as the Owner or Agency deems necessary (including up to three (3) years after the final payment or release of withheld amounts has been made under this Preconstruction Contract), to inspect and audit at any and all reasonable times in King County, Washington, or at such other reasonable location as the Owner and/or Agency selects, all pertinent books and records of the Contractor and any subcontractors or other person or entity that has performed work in connection with or related to the Contractor's services under this Preconstruction Contract to verify, among other things, that the compensation or other consideration provided to the Contractor has been appropriate, and that the contracted - for services were provided in a timely manner; and shall supply the Owner with, or shall permit the Owner and/or Agency to make, a copy of any books and records and any portion thereof, upon the Owner's or the Agency's request. The Contractor shall ensure that such inspection, audit and copying right of the Owner and Agency is CITY OF TUKWILA Page 9 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 41 a condition of any subcontract, agreement or other arrangement under which any other person or entity is permitted to perform work in connection with or related to the Contractor's services under this Preconstruction Contract. All audit findings, except those for performance audits, will be governed by the Federal Acquisition Regulation (FAR), subpart 31, which is hereby incorporated in and made a part of this Preconstruction Contract. 6.13 Contractual Relationship This Preconstruction Contract does not constitute the Contractor as the agent or legal representative of the Owner for any purpose whatsoever, and the relationship of the Contractor to the Owner by reason of this Preconstruction Contract shall be that of an independent contractor. The Contractor 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. 6.14 Assignment and Subcontracting Neither Party shall assign the Work without written consent of the other, except that Contractor may assign the Work for security purposes to a bank or lending institution authorized to do business in the State of Washington. If either Party attempts to make such an assignment without such consent, that Party shall nevertheless remain legally responsible for all obligations set forth in the Contract Documents. Neither party shall subcontract any of its obligations under this Preconstruction Contract, in whole or in part, without the other party's written consent. The Contractor shall be responsible for ensuring that all subcontractors comply with the obligations and requirements of this Preconstruction Contract. 6.15 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 Preconstruction Contract, from time to time, by mutual agreement. 6.16 Executory Agreement This Preconstruction Contract will not be considered valid until signed by both Parties. 6.17 Binding Effect The provisions, covenants and conditions in this Preconstruction Contract apply to bind the Parties, their legal heirs, representatives, successors, and assigns. 6.18 Applicable Law; Venue This Preconstruction Contract shall be construed and interpreted in accordance with the laws of the State of Washington. The venue of any action brought under the Preconstruction Contract shall be in the Superior Court for King County. 6.19 Remedies Cumulative Rights under this Preconstruction 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. 6.20 Captions The titles of sections are for convenience only and do not define or limit the contents. 6.21 Invalidity of Particular Provisions CITY OF TUKWILA Page 10 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 42 A judicial determination that any term, provision, condition, or other portion of this Preconstruction Contract, or its application, is inoperative, invalid, or unenforceable shall not affect the remaining terms, provisions, conditions, or other portions of this Preconstruction 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. 6.22 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 this Preconstruction Contract. The payment of compensation to the Contractor shall not be deemed a waiver of any right or the acceptance of defective performance. ARTICLE 7 TERMINATION 7.1 For Cause Either Party may terminate this Agreement in the event the other fails to perform its obligations as described in this Agreement and such failure has not been corrected to the reasonable satisfaction of the other in a timely manner after notice of breach has been provided to such other Party or if the GC/CM and Owner fail to agree on a MACC that the Owner determines to be fair, reasonable and within the Owner's Budget for Construction Cost. 7.2 For Reasons Beyond Control of Parties Either Party may terminate this Agreement without recourse by the other where performance is rendered impossible or impracticable for reasons beyond such Party's reasonable control such as but not limited to acts of nature; war or warlike operations; civil commotion; riot; labor dispute including strike, walkout, or lockout; sabotage; or superior governmental regulation or control. 7.3 Termination for Convenience The Owner may terminate this Agreement for any reason, including, but not limited to, its convenience, at any time, by giving notice thereof, in writing not less than five (5) days prior to the effective date of termination, to the Contractor specifying the effective termination date. If this Agreement is terminated by the Owner pursuant to this Section, the Contractor will be paid an amount equal to the Contractor's fees and expenses incurred to the date of termination less any amounts previously paid to the Contractor pursuant to this Agreement; provided, however, in no event shall the amount paid exceed the Preconstruction Services Allowance multiplied by the percentage of the total services actually performed. 7.4 Termination Expenses The Contractor agrees that the payment provided in Section 7.3 shall fully and adequately compensate the Contractor and all subcontractors for all profits, costs, expenses, losses, liabilities, damage, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Agreement. 7.5 Notice Notice of termination pursuant to Sections 7.1 and 7.2, above, shall be given by the Party terminating this Agreement to the other not less than five (5) working days prior to the effective date of termination. Upon termination, the GC/CM shall be paid for the portion of the preconstruction and other services it has performed to the time the Work is stopped. Upon payment, the GC/CM shall have no further involvement in the Project and neither Party shall have any further obligation to the other except with respect to any unsettled obligations CITY OF TUKWILA Page 11 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 43 arising out of this Preconstruction Services Agreement. At Owner's election, any Subcontracts that may have been awarded by the GC/CM shall be assigned to the Owner. City of Tukwila By Date Title [Contractor name] By Date Title CITY OF TUKWILA Page 12 of 12 PRECONSTRUCTION CONTRACT JUSTICE CENTER PROJECT REQUEST FOR PROPOSAL 44 AIA0 Document A13 3TM - 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 ti ;ti day of 0,ir in the year tt i (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status and address) City of Tukwila 6:00Quthcenter`ttau'levard, Talk a&ila 'WA 98'188 and the General Contractor/Construction Manager, which for the purpose of this Agreement is identified as the Construction Manager: (Name, legal status and address) for the following Project: (Name and address or location) Tukwila Justice Center Tukwila WA The Architect: (Name, legal status and address) Plat. Group 5'l University St Suite 600 Seattle, WA 98.101 The Owner's Designated Representative: (Name, address and other information) Ethan 'Bcrnau S1t:iels, Olaletz„ Johnsen,, Inc, 101 ¥ester Way Suite 606 Seattle„ WA 98104,TeVephorie: (206) 838-3705 Email ethanb(c' stijsea.eorn The Construction Manager's Designated Representative: (Name, address and other information) ADDITIONS AND DELETIONS: tLta author of this document added information needed for its completion. The author may also have revised the text of the :riginal AIA standard form. Ah Additions and Deletions kfporf that notes added infaruation as well as revisions to the standard form' t.rw.'9t;B°: is available from the author and should be This document has important legalconsequences. Conatit.ation with an attorney is encouraged with respect. to its completion or modification. AIA Donurent A201'-2007, General Conditions of the ContrNact. for Construction, is adopted in this document by referehce. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA' Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 0 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING.. This 310. Document is protected by 0 S. Copyright Lev and International Treaties. unauthorized reproduction or distribution of tHis AIA Document o_ _portion of mayresult s civil and criminal peat=_1_ and will be prosecuc=_d t t'n=_ maximum erste - possible under the law. This draft was produced by AIA software at 11:40:.47 on 10/11/2017 under Order No..3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1917678926) 824388 2/028709.00002 1 45 46 The Architect's Designated Representative: (Name, address and other information) Erica Loynd DLR Group 51 University St Suite 600 Seattle, WA 9810,1. Telephone: {206) 461-6059 Email: eloynd@dlrgroup,com The Owner and Construction Manager agree as follows. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 's 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. 0AR00090 Tale AIA Document i protected by '3,0. Copyright Law and International Treaties. Unauthorized reeproduction or distribution of ,his e 020 Document, or portion o'_ _ l may result _ ' =o civil and criminal Dnald=_s, and will be prosecuted co _h extant possibleunder the law, This draft was produced by AIA software at 11740:47on 10/11/2017 under Order No.3600792784 which 1' expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/028709 00002 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSI= ILITIES 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 EXHIBIT C COST ALLOCATION MATRIX ARTICLE 1 GENERAL PROVISIONS § 1.1 The Contract Documents The Contract Documents consist of this Agreement, the December 11, 2017, Request for Proposals for General Contractor/Construction Manager for the Tukwila Justice Center, 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 201-2007 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 Cot (" 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. § 1.2 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 lvlanagei'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 tines an adequate supply of workers and materials; and to perforin the Work in the hest 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 lo the Construction Manager in accordance with the requirements of the Contract Documents. 'rhe 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 0 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 Treati=_s.tho__oreproduction or distribution_ Jthis s AL Document, or any portion of _c l may result n severe civil and criminal naltT.ti.ies, andwill be prosecuted t _e maximum extant possible under Ole law. This draft was produced by AIA software at 11:40:.47 on 10/11/2017 under Order No,3600792784 which � expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/02870900002 3 47 48 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 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 individuial capacities and not as agents, employees, partners, joint ventures or associates of one another. The employees or gents ofone 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°;ri'lligations under this Agreement is an employee of the Owner, and that no rights in the Owner's civil service, reit system, other employee benefits, or personnel rules shall accrue to such persons. Construction Manger all 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 custcrnei i( II times. While on the Owner's work premises, Construction Manager's staff must comply with all City ordinances relaated 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 A201n4-2007, General Conditions of the Contract for Construction as modified by Owner ("A201-2007"), and those terms that are identified inthis 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, m 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 AIA Document A133'' - 2009 (formerly A121'CMO - 2003). Copyright 0 1991, 2003 and 2009 by The American Institute of Architects. A11 rights reserved. WARNING' DocumentnAIA' Document is protected by 0,0, Copyright Law and International Treaties. Unauthorised reproduction _ distribution ofthis AIA Document or any portion of i_ r may result __e civil and criminal penalties, and will be prosecuted to the . ` ma._extent possible under the law.. This draft was produced by AIA software at 11:40:47 on 10/11/2017 under Order No..3600792784 which expires on08/30/2018, and is not for resale, User Notes: (1917678926) 824388 2/028709 00002 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 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„ which is anticipated to be April 2018, and anticipated to be complete in March 2019. § 2.1.2 Consultation The Construction Manager shall actively participate as a member of the Project team with ti Architect during the design phases prior to construction. The purpose of this consulting rest the expertise necessary to ensure that the MACC and the Project schedule are met. The Con work collaboratively with the Architect, but will provide input through the Owner's Design unless otherwise authorized by the Owner. During this Preconstruction Phase, the Construct Manager or higher-level person will attend all design meetings and provide or oversee the sf Construction Manager to ensure development of a high quality, functional, constructible, an § 2.1.3 Preconstruction Services .1 General Owner and the onsibility is to provide Sion. Manager will Representative ort Manager's Project rviee of the 1 cost-effective Project. The Construction Manager shall review all Drawings and Specifications and Contract Doctiriltiits 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 mater pal conditions. .2 Preconstruction Administration and Planning The Construction Manager shall: A. Have a Project Manager or higher-level person attend at least weekly coordination n'ietings 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 activii ies 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 fig approval at the 1 00% Schematic Design stage, C. Deve!ap 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 AIA Document A133' - 2009 (formerly A121"CMe - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. 'WARNING: Thisand is protected by U.S,u.0, Copyright L_. nd Inta_nati. _er l Treaties, Unauthorized reproduction or distribution _hes 010 Document, or any portion of _ may result severe civil andcriminal penalties, and will be prosecuted c the .. e possible under the law, This draft was produced by AIA software at 11:40:47 on 10/11/2017 under Order No,3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 824388 2/028709 00002 (1917678926) 5 49 50 Designated Representative. .3 Design Review The Construction Manager shall: A. Conduct timely design review of the Project at each scheduled design review phs: Schematic Design, Design Development, and 50% and 100% Construction Documents. Design review shall include budget, constructability, value engineering, completeness, and coordination. The Construe.ionManager shall provide written design review comments to Owner's Designated Representative and ,rrchitect 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 ofdestgn 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. .4 Work for Construction Documents The Construction Manager shall provide the following services during the Construction I?ot(nae(at phase: A. Determine subcontract bid packages and material procurement packages and identi fy 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 fro n 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 AIA Document A133'" - 2009 (formerly A121`"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U,S_ Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIADocument, or any portion of it,may result in severe ciil ad criminal penalties, and will be prosecuted to the maximum tent possible_ under the law.. This draft was produced by AIA software at 11:40;47 on 10/11/2017 under Order No,3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1917678926) 824388 2/028709.00002 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 t itai and Owner activities and constraints. The schedule shall identify all long -lead procurement hems. 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 actietn 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, futnishings, fixtures, and equipment by the Owner's Designated Representative. The Construction Manager shalt "adjust the Construction Schedule accordingly. E. With the Owner's Designated Representative, establish a schedule for establishment ofthe '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 woulcln`naintain 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 ofTwo Hundred Forty 'Thousand Dollars ($240,000) (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 AIA Document A133' - 2009 (formerly A121'CMc - 2003). Copyright 0 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNIZT. _s Document is .. protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction _ distribution of this This Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximumextet = possible under the law. This draft was produced by AIA software at 11,40:47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1917678926) 824388 2/028709.00002 7 51 52 "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 Mager, 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 pfrro normally associated with the Construction Phase of the Project, the cost of such services shall b MACC or shall be paid as an additional service based on the Construction Manager's billing at as shown in Exhibit B hereto, and expenses, without markup, if the work of the Construction Mari Project does not proceed beyond the Preconstruction Phase. any services 'luded in the r such services, r the § 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. § 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. § 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 Prise 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 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 Construct :ion Planager 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright ® 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING,This ._ Document is protected ote_cte_d by U.S. Copyright Law and International __.s. Unauthorized reproduction or distribution of this 5,1g; Document, or; portion of is, may result in _v__e civil and criminal penalties, and will b=_ prosecuted to she maximum extant possible under the law. This draft was produced by AIA software at 11:40:47on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1917678926) 824388 2/028709 00002 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 Vito*, 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 claim s 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 'lor 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 rrray 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING:: This - Document is protected by U..S. Copyright and International Treaties Unauthorized reproduction or distribution of this CIAz Document or any portion of is may result is severe cviland criminal penalties, and will be prosecuted t the maximum extent possibly under the law.. This draft was produced by AIA software at 11.40,47 on 10/11/2017 funder Order No.3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: 824388.2/028709.00002 (1917678926) 9 53 54 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 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 Salo 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 and Construction Manager's payment and performance bonds and liability insurance. § 2.2.5.2 Specified General Conditions Work. The dollar amount for the "Specified General ACouditions 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 Condittotts Work" dollar amount shall cover all salaried payroll taxes owed by Construction Manager. § 2.2.6 Negotiated Support Services § 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 Engmeer; 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 structurea'safety structures, etc.), temporary parking for salaried project staffing; temporary fire protection (e.g., construction related fare extinguishers and fare 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, AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: _nDocument s *' Docunzt is protected by U.S. Copyright and International Treaties, Unauthorized reproduction or s discnice n 1 tbis 0.IADocument or any portion of it, may i __ severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This draft was produced by AIA software at 11:40147 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1917678926) 824388 2/028709,00002 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 Constrtjction, 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 Fixed Fee, 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 Wort 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 commencement of the Construction Phase. 1 mean the date of § 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 Documeftt„ 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 ned+essary 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 OwnerlConstruction ManagerlArchitect. The Owner shall give direction to both the Cons ion 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 he 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/Quali'ty Control (QA/QC) coordination,, test engineer, coordination of as -built drawings, site safety, etc. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 0 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING This AOA° Document r ted by 9, Copyright and international Trees s. Unauthorizedreproduction or 11 distribution of this ASA Document, o any portion of it may - ssevere civil and criminal= penalties,and will be prosecuted to maximum extent possible under law, This draft was produced by AIA insoftware at 11:40,47 on 10/11/2017 under Order No.3600792784 which �' expires on 08/30/2018, and is not for resale, User Notes: (1917678926) 55 824388 2/028709.00002 56 § 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. 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 C'taele provisions that are part of the Prevailing Wage Rate. c) The most current Schedule of Washington State Prevailing Wage Rates for King County its located at https:;ifortress.wa; t:ot Int wagelookuo/prvWauelookup asox, 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 copy to Construction Manager upon request. d) It is the sole responsibility of the Construction Manager to assign the appropriate tication 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 Department 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 L "industrial statistician," is required to be submitted from Construction Manager and all Subcontr, Application for Payment and as a condition precedent to any payment. Payment will not be relea required Statement of Intent to Pay Prevailing Wages is received by Owner. and Industries rs with its first until the § 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 ct;ases to provide Work during the term of this Agreement. § 2.3.1.7.6 The Department 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 farms. All fees required by the Department of Labor and Industries shall be paid by the Construction Manager. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U,S. Copyrigb_ Law and International Treaties, Unauthorized reproduction or distribution of this AI0., Document, or any portion of._ __ _ civil and criminal nota and will be pros_ __d _o the maximum ext_ possible under the law. This draft was produced by AIA software at 11:40:47 on 10/11/2017 under Order No.3600792784 which c= =�r^ium =., =nc 000srn�= expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/028709.00002 § 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. § 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 qualificaions 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 Mated 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 f* 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 Complettcn , larovide 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 tmacki g and filing system for the Project. AIA Document A133' - 2009 (formerly A121'CMc - 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, _AIA.'Document i ted b U.S. -LawCopyright and International _ Unauthorized rep-oductio-, or 13 distributiono. this ALA.Document, ' o any portion o: _ . _eui_ in severe civil and _- _ =cal_ and will o prosecuted to the maximum extent possible under the law .This draft was produced by AIA software at 11;40;47 on 10/11/2017 under Order No,3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 57 824388.2/028709 00002 58 § 2.3.2.8 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 responsiblefor ensuring that the low qualifying bid for each package being within the amount budgeted within the MA CC. 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 Ifany Subcontractor to whom a Bid! ckage has been awarded is unable to pert<artn,'the Construction Manager shall have the option to re -bid or negotiate for the performance of the work or perforin the work itself. Except as provided' in this Section the Construction Manager shall bear all risk and/or cost tawerruuaa s occasioned by a Subcontractor's inability to perform. 11 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. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 0 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, __ sAIA DocumentDocumnt is protected by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution this 221Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible and=__ the law This draft was produced by AIA software at 11:40,47 on 10/11/2017 under Order No..3600792704 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/028709 00002 § 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 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 q)" 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 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 contingency and one column shall reflect the value of change orders paid from the Owner's continge § 2.3.5.7 Revised Subcontract Amount. This column shall reflect the total of "Subcontracts" and "'ha bge 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 Manfrom the Owner. § 2.3.5.10 Expended Prior Period. This column shall reflect the amount recorded in the month report irnrnediaaely 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 tu.mouiit 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 Mnafer 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 wil'1 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 —I8 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. AIA Document A133" - 2009 (formerly A121"CMc - 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING. This AIA Document is _protected by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of :his AIA Document, or any portion OL i may result severe civil and criminal penalties, and will be D_ n= _ed _o t._ maximum extent possible under to la .. This draft was produced by AlA software at 11240,47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1917678926) 824388,2/028709 00002 15 59 60 § 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 j; ay 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 paynwnttw'l 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 rcrlmaii ed "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 Construe is n. 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: AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright ® 1991, 2003 and 2009 by The American Institute of Architects. A11 rights reserved. WARNING, This AIADocument i d bv U.S. Copyright Law and international " Unauthorized reeproduction or 3-6 distribution o,. s Document,' ___ of may result _ __ c_.il andcriminal nalti_s, and will be prosecuted to_= 1 maximum extent sib_e under the law. Thisdraft nwas produced by AIA software at 11..40:47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1917678926) 8243882/028709 00002 § 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. § 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 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 Subcdtttractor 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 "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 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 Preconstructiott 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNIG, This lt. Document is protected by 1 3. Copyright and International eats s.ori . -eoroduccion or 17 . ,. distribution o this AIX Document, or any portion of __in1 say result _v___ e_ it and criminal penalties, and � will be prosecuted the maximum _c t possible under the law. This draft was produced by AIA software at 11,40,47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1917678926) 61 824388 2/028709,00002 62 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. § 2.6 Subcontracting § 2.6.1 Other than the Specified General Conditions and Negotiated Support Services, all We ttk on the Project shall be competitively bid with public bid openings and as otherwise provided by RCW 39.10.380 through .10. 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 Constructionllvlanager. 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 respDnsible 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 vwlth 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 (1 5) days. If (1) Owner is not appropriated sufficient funds for the goods or services required for a bid package in coder 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. Ifthe 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 Journat of Com nerc Section, and Seattle Times, Public Notice Section. § 2.6.3.4 Bidders may obtain the bid results by telephone from the Co)tstru Owner will be referred to the Construction Manager. Public Noti vet, Any such calls to the § 2.6.3.5 When critical to the successful completion of aSubcontractor bid package, the Construction Manager may evaluate for bidding eligibility a Subcontractor's ability, time, budget, and specification requirements based on the e AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This _1._ Documtnt is protected by U.S. Copyright . and international Treaties. Unauthorized reproduction or ._ d"str'bu__of this 'uxn 022 DOceno, or any portion of it may __sul_ _.. severe __i and criminal penalties, and will be prosecuted t n= t__ maximum extanpossible under h law. This draft was produced by AIA software at 11;.40.:47 on 10/11/2017 under Order No.3600792704 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388.2/028709 00002 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 39.10390 are met. § 2.7 Nondiscrimination and Disadvantaged Business Enterprises § 2.7.1 Notwithstanding any other provisions herein, this Contract does not require any spectfie utilization levels of minorities or women in the Construction Manager's workforce, except as may be specified mn any federal regulations or statutes included or referenced in the Contract. The Owner encourages the Construction lana;er 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 t ,lty of Tukwila construction projects. The Construction Manager acknowledges that the Owner has specifit, 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 mules, regulations or statutes included or referenced in the. Contract, 4. Sanctions for Violation. Any violation of the mandatory requirements of the provisiops ol° this Section shall be a material breach of contract for which the Construe n Manager may be subject to damages and sanctions provided for by the Agreement and by applicable law. AIA Document A133'" - 2009 (formerly A121mCMc - 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. L17 IN .. This t is protected by U.S.Copyright Law nd International Treeties, Unauthorized reproduction or 1.9 distribution of this AIA Document, or portion of __severe may result in civil andprosecuted_ ..nal penalties, and will be prosecuted t the _ maximum extent possible under the law. This draft was produced by AIA software at 11,40,47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 63 824388 2/028709,00002 64 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. § 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 descrul B133TM-2014, Standard Form of Agreement Between Owner and Architect, Construction Mona, Edition. The Owner shall provide the Construction Manager a copy of the executed agreement and the Architect, and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRtICTION 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: AIA Document as Constructor en the Owner § 4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2,1and 2.2: (Insert amount of or basis for, compensation and include a list of reimbursable cost items, as apMit aable.) Payments based on the exceed the Preconstruction Service pended multiplied by the rates 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 :freconstrttetion Services NTE Limit includes local travel and parking costs, but does not include the costs of long distance trips made outside the greaten Seattte-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 inciwring 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. AIA Document A133" - 2009 (formerly A121'"CMc - 2003). Copyright ' 1991, 2003 and 2009 by The American Institute of Architects. A11 rights reserved. WARNING: This ASA' Document is protected by -,o. Copyright Lac and International_ ties. e_ uthorisd reproduction _ distribution of to Document, or any portion of i- _ -_result in severe civil and criminal o nalti=_s, and will be prosecuted the ._ m._... - possible under the law. This draft was produced by AIA software at 11:40747 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/028709.00002 § 4.2.2 Payments are due and payable thirty (30) days after presentation of the Construction Manager's invoice, subject to Owner's right to withhold payment under the Contract Documents. 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) St:»� § 5.1.2 The Specified General Conditions: «,k» § 5.1.3 The Negotiated Support Services: « r § 5.1.4 Allocation of Project Costs. Construction Manager shall allocate project costs among Fee, Specified General Conditions, Negotiated Support Services, and Cost of the Work as indicated in the Matrix of Fee, Specific General Conditions, Negotiated Support Services or Cost of Work ("Cost Allocation Matrix") attached as Exhibit C. The items listed in the Cost Allocation Matrix are not intended to be comprehensive, but if there is a conflict between the allocation of an item in the Cost Allocation Matrix and elsewhere in the Contract Documents, the allocation in the Cost Allocation Matrix shall govern. § 5.2 Maximum Allowable Construction Cost § 5.2.1 The Construction Manager guarantees that the Cost of the Work for the Construction Phase dntl 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 rsement or additional compensation from the Owner. (Insert specific provisions if the Construction Manager is to participate in any savings.) (<9) § 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 thea Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document AIA Document A133' - 2009 (formerly A121"CM8 - 2003). Copyright ® 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, This +I4 Document is protected by U,S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this Ail Document, o any portion o it,may result in - civil and criminal penal -_i_„ and will b: prosecuted c e 21 _h maximum extent possible under the laws This draft was produced by AIA software at 11:,40,47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1917678926) 65 824388.2/028709.00002 66 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. 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 C lanager 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 Iorth 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 it khat 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 perf 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.] e construction § 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 payment 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. AIA Document A133' - 2009 (formerly A121'CMc - 2003). Copyright m 1991, 2003 and 2009 20 rights The American Institute of Architects. All ri hts reserved. WARN -NG This Document. is prot=gt=d by C.C. Copyright Law _nd Interre=ional Unauthorized reproductionn or discribu_ of tz_ ATA 0 _ or anyportion _cof it, result civil _ ii and criminal penaltiesand sill beprosecuted the__ 22 maximum extentpossi.,ble under the law This draft was produced by AIA software at 11,40:47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1917678926) 824388 2/028709.00002 § 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 trnsptartation, installation, minor repairs, dismantling and removal. The total rental cost of any Constructimt Manager -owned item may not exceed the purchase price of any comparable item. Rates of Construction Manager -owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposall,. § 6.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone cath 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, uibject to the Owner's prior approval. § 6.6 Miscellaneous Costs § 6.6.1 [Intentionally Omitted.] § 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 forrwhich 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 detective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document 201-2007 or by other provisions of the Contract Documents, and which do not fall within the scope of Sectio 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 frcun 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 convent. 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 0 § 6.6.7 Deposits lost for causes other than the Construction Manager's negligence or failure responsibility in the Contract Documents. er's prior apl,roval. fulfill a speciti § 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 AIA Document A133' - 2009 (formerly A121'"CMe - 2003). Copyright o 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, This I?' Document t protected by U.S.Copyright Law and International Treaties. Unauthorised reproduction or 2 3 distribution. of this AIA Document, or any portionof it may r_suln insevere civil .term penalties,and will be prosecuted to the, maximum extent possible_ under c_e law. This draft was produced by AIA software at 11:40:47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, andis not for resale. User Notes: (1917678926) 67 824388.2/028709,00002 68 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 dv.nc in writing by the Owner. § 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 t 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 wiith tl:ne provisions of Sect' 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; 11.1 shall be cretined to the AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. A11 rights reserved. ..000000: This ___Y Document is protected by U.S. Copyrightw = and International Treaties. _s. Unauthorised reproduction or n, distributioof this r Document, o_ any portion ofcriminal result in s_ __e civil and ipenalties, and will be prosecuted to the maximum extentpossible_under the law` This draft was produced by AIA software at 11:40::47 on 10/11/2017 under Order No,3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1917678926) 824388 2/028709.00002 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 Stich 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 pf 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 tertnns of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. § 6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors, 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 arrangernent 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. «9) § 7.1.3 Provided that an Application for Payment is complete, accurate, and contains the required acompanying 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. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright o 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING., This AIX -.Document is protected by 0,0. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIX Document, or any portion of _c may result in severs cvil and criminal penalties, and will be prosecuted to the .. . =w extent _ t possible under the la.. This draft was produced by AIA software at 11..40,47 on 10/11/2017 under Order No.3600792784 which expires on08/30/2018, and is not for resale, User Notes: (1917678926) 824388.2/028709 00002 25 69 70 § 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 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 AEA 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 advahce 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 conaput cd 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 Cernfi a.te 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 Chaptr 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. [1 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright o 1991, 2003 and 2009 by The American Institute of Architects. A11 rights reserved. WARNING: This 1. Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or _ 2 6 . distribution Document, or any portion of it, may result lsever_ c_ it criminal penalties, and will be prosecuted c the maximum extent possibleunder the law. This draft was produced by AIA software at 11,40,47 on 10/11/2017 under Order No..3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1917678926) 824388.2/028709 00002 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. Date § 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make adanc suppliers for materials or equipment which have not been delivered and stored at the site. payments to § 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 CManager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document rtt;l'-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 sueh 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 orate 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 ,net, the Architect will, within seven days after receipt of the written report, either issue to the Owner a final Certificate for Payment with a AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING- This RIR Document is protected oy U.S. Copyright Lan and International Treaties, Unauthorirad r_ roduction or distributionof to sAIA Document, or any portion of it, may result in severe_ civil and criminal penalties, and will be n 1= prosecuted to t__ maxim.im _0c_ - possible under the law.. This draft was produced by AIA software at 11:40,.47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 824388.2/028709.00002 (1917678926) 27 71 72 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 aster the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to requesi mediation within this 30 -day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. § 7.2.4 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. Constriction 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. All of the costs for the insurance required of the Construction Manager by Section 11.1 of the A201-2007 and the bonds required by Section 11.4 of the A201-2007 are included within the Construction Manager's Fixed Fee and are not separately reimbursable. If the Owner requires that the Construction Manager procure the builder's, risk insurance, it will be as a Negotiated Support Service. 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 Doctu'nent 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'hiridmg 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: (Spec) tc AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: ..s AIA 0om.vn=_n., isprotected by U 3 u _o riff - and International 1Treaties. 7 n Unauthorized reproduction or distribution of o This Document, or any portion ofmay in resultsevere civil and c.ninat genal_ and will beesthe2 8 l-icured to th 0ax-mextant _ , :- a:.- de...- the l. This draft was produced by AIA software at 11:40..47 on 10/11/2017 under Order No,3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1917678926) 824388 2/028709,00002 § 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.) aNi eutttt t tt a ed 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 naay terminate Agreement upon not less than seven days' written notice to the Constriction Manager for he Owner's convenience and without cause„ and the C'onstruction 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 Constru tion 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. § 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 renttsl 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 m lei is to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction `anager 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 hemi its 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 orrental 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 wilt 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 ot`Section 10.2.1 and 10 2.2 below, the Contract may be terminated as provided in Article 14 of AEA 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 AIA Document A133' - 2009 (formerly A121t°CMc - 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This e AIA' Document is protected by U.S.. Copyright Law and International Treaties.. e_ uthorizd r roduction or distribution of this AIA � Document, or any portion ofin, may in severe civil and criminal penalties, and will be .. t_to th maximum extent possible under the law. This draft was produced by AIA software at 11:40:;47 on 10/11/2017 under Order No.3600792784 which 1= expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/028709 00002 29 73 74 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 alai 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. § 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 ions 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 Constm uction [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. AIA Document A133' - 2009 (formerly A121'"CMc - 2003). Copyright m 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, This a Document is protected r D.S. Copyright a and International Treaties. Unauthorizedreproduction or 3 0 distribution of this L Document, or _ portion of i_ may result i. severe civil and1 criminal penalties, and will be prosecuted to_ n � maximum possible under the law. This draft was produced by AIA software at 11140:.47 on 10/11/2017 under Order No 3600792784 which expires on 08/30/2018, and is not for resale_ User Notes: (1917678926) 824388 2/028709,00002 § 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 hoth 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 exeroise on any occasion any right shall not operate to forfeit such right on another occasion. The use of one remedy shall trot 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 trrectly 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 waiver of any subsequent default or breach of any of the terms, covenants or conditions of the Contract. The paymei t 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 f onstruction 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 the following exhibits, incorporated by reference: Exhibit A: Guaranteed Maximum Price Amendment (to be completed afterACC negotiations) Exhibit B: Construction Manager's Hourly Rates Exhibit C: Cost Allocation Matrix .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: AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright o 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, This AIAT Document is protected by U.S. Copyright _,0u and International Treaties.. Una+.uthorizedl.. oduction or distribution o_ ___0 AIA Document,any orportion c of = ., result -: severe civil and criminal penalties, and willbe prosecuted c :ho ... m_. . . _0r_ - possible under the law, This draft was produced by AIA software at 11 40,47 on 10/11/2017 under Order No.3600792784 which " expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/028709 00002 31 75 76 .4 AIA Document E202T"L2008, Building Information Modeling Protocol Exhibit, if completed, or the following: .5 Other documents identified as Contract documents in this Agreement or the 01-2007.: This Agreement is entered into as of the day and year first written above. OWNER (Signature) (Printed name and title) CONSTRUCTION MANAGER (Signature) (Printed name and title) AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, This AIA Document is protected by J.S. Copyright Law and International Treaties, Unauthorised reproduction or 3 2 distribution off this RIO Document,or any portion of c may result _r_ __l andcriminal o -:a lties, and will b=_ prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11,40:47 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 824388 2/028709 00002 AIA0 Document A13 3TM Exhibit A Guaranteed Maximum Price Amendment for the following PROJECT: (Name and address or location) THE OWNER: (Name, legal status and address) THE CONSTRUCTION MANAGER: (Name, legal status and address) ARTICLE A.1 § A.1.1 Total Contract Cost Pursuant to Section 2.2 of the Agreement, the Owner and Construction Manager hereby amend the Agreement to establish a Maximum Allowable Construction Cost (MACC) and Total Contract Cost (TCC). As agreed by the Owner and Construction Manager, the Total Contract Cost is an amount that the Contract Sum shall not exceed. The Total Contract Cost consists of the MACC (including the Construction Cost, 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. § A.1.1.1 The Total Contract Cost is guaranteed by the Construction Manager not to exceed t' ( ($ Of » ), subject to additions and deductions by Change Order as provided in the Contract Documents. § A.1.1.2 Itemized Statement of the Total Contract Cost. Provided below is an itemized statement of the Total Contract Cost organized by its component parts: 2009 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. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201'-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. ELECTRONIC COPYING of any portion of this AIA' Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A133' - 2009 Exhibit A. Copyright m 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING:T ._ s AIA Document .. -e_ec_ed by L.S. Copyright Laand International Treaties. Unauthorized reproduction_ or distribution f this _A Document _ rin=e _ _t, say result civil and criminal p=enalties, and will be prosecuted romx maximum extent possible ander the law. This draft was produced by AIA software at 11,42,;13 on 10/11/2017 under Order No..3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (1852141421) 824389 1/028709.00002 1 77 78 ecified General Conditions Maximum Allowable Construction Contract (MACC) Construction Total Negotiated Support Services (NSS) Subcontractor Bonds MACC Contin enc .. X% GC/CM Fixed Fee @ % (Fee is not allowed on the Specified General Conditions, or Preconstruction Allowance) TOTAL CONTRACT COST (Excludin WSST) § A.1.1.2.1 The Preconstruction Services NTE Limit, as previously agreed to by the parties, is: § A.1.1.3 The Total Contract Cost is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the Contract Documents permit the Owner to accept other alternates subsequent to the execution of this Amendment, attach a schedule of such other alternates showing the amount for each and the date when the amount expires.) § A.1.1.4 Allowances included in the Total Contract Cost, if any: (Identify allowance and state exclusions, if any, from the allowance price.) Item Price ($0.00) § A.1.1.5 Assumptions, if any, on which the Total Contract Cost is based: § A.1.1.6 The Total Contract Cost is based upon the following General Conditions: AIA Document A201 — 2007, General Conditions of the Contract for Construction, as modified § A.1.1.7 The Total Contract Cost is based upon the following Specifications: (Either list the Specifications here, or refer to an exhibit attached to this Agreement.) Section Title Date Pages § A.1.1.8 The Total Contract Cost is based upon the following Drawings: (Either list the Drawings here, or refer to an exhibit attached to this Agreement.) « » Number Title Date § A.1.1.9 The Total Contract Cost is based upon the following other documents and information: (List any other documents or information here, or refer to an exhibit attached to this Agreement.) « 9> AIA Document A133' - 2009 Exhibit A. Copyright O 1991, 2003 and 2009 by The Institute 'tute of Architects. All rights reserved. 0.2NING__s AIA Document protected by U.S. Copyright law and _ hal Treaties. Unauthorized reproduction or distribution of this -L-. T Document, e_ _ any portion of it, .ay result _lsevere civilLcriminal penalties, and .ill be prosecuted to the mum extent possible ander e lay. This draft was produced by AIA software at 11,42:13 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: 824389 1/028709.00002 (1852141421) ARTICLE A.2 § A.2.1 Substantial Completion Dates The required date for Substantial Completion established by this Amendment: § A.2.2 Physical Completion Dates The required date for Physical Completion established by this Amendment: iia„r, ,... , § A.2.3 Final Completion Dates The required date for Final Completion established by this Amendment: § A.2.4 Construction Schedule Construction Manager's Construction Schedule, current as of the date of this Guaranteed Maximum Price Amendment, is attached. ARTICLE A.3 Key Personnel The following named key personnel shall remain assigned for the duration of the Project unless otherwise agreed to in writing by Owner: Project Manager: Project Superintendent: Project Engineer: OWNER (Signature) (Printed name and title) CONSTRUCTION MANAGER (Signature) (Printed name and title) AIA Document......, A133' - 2009 Exhibit A. Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. W?ONING:. This _T.a Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution o_` this Document, orportionof 11, may result insevere dull andcriminal penalties, and will be prosecuted to the maximum extent possible_ under the law. This draft was produced by AIA software at 11:42:13 on 10/11/2017 under Order No.3600792784 which expires on 08/30/2018, and is not for resale,. User Notes: (1852141421) 824389,1/028709.00002 80 REVISED 10 16 17 EXHIBIT C — COST ALLOCATION MATRIX a) v C9 a) w U a) a) a) LL • >.a) )- 113 (6 a) LJ a) 0- > c oa) U Q) a) - L (n (6 N x O L U + (0 E U L Ql O c — O C (6 N a) - c U 7Q O (6 0- C (o N Q in U � L O O -O a) c U U L _• a) (o cn ,� O O Q) Q (4- v U r vo j O Cn 0) a) (LiZ LL c 0 0 x'=' U 0 LLJ F_ ~Q U Oac n LU wu)(n Z 0 W < LL CK H LL wz CL W CONDITIONS LL) Lu LL X' x X' x 0 Z N CDE O LJ Lc a) c (J)1gf (L6 V N. C '-'o, L Y :Q a) ro (aaJ o 2 2 C9 C9 N 0 V 4.4 O 0 7 0 a) 0 a (1) 0 113 7 N C X a) t J.-1 N 0� .0 C 0 v m m OL dS o N c = O m O 4-0 C V V c L C C 0 D a j c H 06 (n7 �c X X X Builder's Risk Insurance Deductible General Conditions Conditions Documents & Field nstruction Procedures 0( excluding build E CL v IV N 0 C z O v aN) o LL C C v (9 Q, N v OY O N 4-4 0) Q) C E > 0, a) 0 I � v C a) a) N E n32 Q) 0 0. 0 N C c N o ra 4, y c Z O L.) U C < O Conditions c a) C9 c o O 7,- 4-, a) c n a) E E O U 01 ro N c � a) U E U > C7 a X X X x Costs Not To Be a) 0_ N 0 N c O 0 C O U E _ a) CO (9 U C6 06 C a) 6 E L- V) Qtr c O (o a) Conditions X X C9 v c (0 4 O O a O c (7 N w c o 0 O N N C > O E (a c „.0 0 (co c z fO c y, ro U .2 U 0 C7�C70 N v x F- a) 0 0 c i -r N a) x 1- 0 dS m N v 4.4 X td m E 0 VI N a) V C 4a 0 N c O 0 c O U 0 a Lc) 81 REVISED 10 16 17 EXHIBIT C - COST ALLOCATION MATRIX 82 X x x x a) Ob ro L 4U O s o w c c 4-, ( O V •+-' '',' 4 (LO 0 cao' 0 o 0 +-4 c to a) w L E O +' v C 0 01 43 C Q V) c 0 0 a U w 0 a) n3 E (0 -o V 0 (a0 a3 rn C 0 E y O ()( C 0 O ou c 0 ro .4 c E (0 CT C c C O' N Vl U 4-, a C E cu +� aU E oozs C a. U 411 (0 (O 0 0 4-'C Cr) c C 'O . a (1)0 c E U O .- ("no>E O 0 E O V a) O O V 0 c 0 u c 0 0 E O V (11 O a` a) 14 E 0 u 0 c O U w O c a, E a) (0 ro 0 s 0 U b c triO V CU V 0 z di 1/1v CU U- E v CL xx x x X X x x x' x x x x a) a T a O c'' a` o C C 0 0 U112 c a0 (0 o C 0 a) c E ° •C aEY O cn Q a` c a) E v CT a) o2S (13 0 a) OY rov c a E 0 U E ro 0 C >- C E - L v•� c a 0 N d v- N -c C = w E a) 0 .n 0 E N y, (o C = a) E ), C c (a a) 0 .0 4-,0 O E n7 c (0 (0 c O U c O U L1 a (0 t L_ a) c o a) E v a o c_ c s 2 :a -o (� L C c o to o U v U C U O.t 0O. rz Q. C' 0 U E E 0 U c a) E a) ro c (0 4-, O CL x c 0 0 c a) E 0 u 0 0 U s 0. (0 O O a c 0 ((00 V) c E ro E En 5 w 7 0 ro(0 2 0 4- 0 0 0 U 4- a) U U a) 0 a) c a) U a) U (0 4- 0 CL >- LL REVISED 10 16 17 EXHIBIT C - COST ALLOCATION MATRIX U LL oz (f) O� UO cf)I O . j Z �QLLJO W Z ',.... w to O O U w Li] w X X X X X X X'X X X X 4-, 0 aL c 0 zcu 4-, O CU E v rn c . � a) U U 0 (7 aL Definitions >' L 0 o v a) s_ c o o U c °- ea i 1 L. cn a u v aZ Z> 'a a) a) i 41"a Ctn Cr) — c )) M) OZ) C C 42 VI E 0 0 0 O c a L ij a L 4-, a) a) cp O Cr c U a v ami to •=-0 73 O L a) ro c L c L'. 7 (6 0 (O AS a w May c v 'y L (I) 0 1-0 L 5 L 1)Q)U c c OZS M 4 -1 O O a a) v x a) s a) :LI, - a) as J W J L L L a, (f6, (13 0 0 0 a a a E E E CD CU CU F- F- - Barriers Vf c 0 c a) V) X X X X X X 0 C O U L. 3 V) O c 0 U 0 V) U) a) O 0 L , VI C 0 0 U w C L 0 0 7 v a 45-, 1 1 41 41) V) Interior Enclosures u> Of Installed 0 i) O a V) 0 0 C C UU L L 1_ 1_ O a E CU 1- roO E a) H O C 0 U L 1- 1- 11.3 a) 1- O 4-,O U O O U rn c X w O c E F- L i 0 U a) Ob CDE c 0 a) Ok a) V) O L C O U L 0 cu E F- 0) C 0) (O to OZS 0 V) 73 C (13 o y U V 0 ( 0 to F Q V) V1 V) O O L4.) 4.) C C C U UU L L' L CD (0 CO 0 0 0 a CL 3/, EEE a) a) L X X X X vi ak c c 0) U a) L -o ro a) 0 0 a) V) O O U 1. - ft) 1D O a E v F- Too_ a) E v F- I N O L J.+ 0 O u o L � L O O n a w E 83 REVISED 10 16 17 EXHIBIT C - COST ALLOCATION MATRIX 84 0 Y E U U REVISED 10 16 17 EXHIBIT C - COST ALLOCATION MATRIX U w0 O< Oce U0 0 LLJ I- fy w raj CI' CeZ 0 Z <0 Ce �w� U Z awz cU n 0 U Li) w w w x X x x x c - 0 a) E c D v o E o ) O L 7 Q o a O a1 .ti' �................. C c o a a Ea a"'v C C i a) a) C O. 2 0,-0 o a O a c o (71 roLI) c o o o rL 0 E 'c 4-, J-/ -6 4-7 E I () a) a) ro a) 0 Ln E E , Ew E a) v o a) O 0) 0 •- CTE ID U( c c C 0 c • c c i' C O'., U E+-, E E> E V a) 0.EU u�0 N 0 (00 o 0 C7 2 C910 2 C7 a cn c a a :E a) a) U v z • U U <0- Ur i 1) c .c o +� c a .V C L L (13 O n a a) w V 0) 4-+ 4-4 C n3 O. Q d3 d 85 86 AIA Document A2 01TM - 2007 General Conditions of the Contract for Construction for the following PROJECT: ame and location or address n THE OWNER: (Name, legal status and address THE ARCHITECT: (Name, legal status and address 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 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. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. ELECTRONIC COPYING of any portion of this AIA' Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING:,This AIA' ' Document is o o___zed by 7,0,. Copvrighc Law and InternationalTreaties.Trea+es, Unauthorized reproduction or dis c . ._,on of tn.s Document, o _ port - result in severe civil _' and criminal penalties, and :. ill. be prosecuted _ maximum ..a. ,c _ __en- possible under the law, This draftwas produced by AIsoftware at 11:-38.59 on . 10/11/2017 under Order No3600792784 which expires on 08/30/2018, and is not for resale., User Notes: (389ADA22) 824390 2/028709 00002 1 87 88 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 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 AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.6.. Copyright Law and International Treaties, Una c_zorized reproduction or distribution of this ALA Document, or any portion of it, .. result to civil and - criminal penalties, and will prosecuted = the maxim extant 'possible under the aw This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is' not for resale, User Notes: (309ADA22) 824390 2/028709 00002 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Binding Dispute Resolution 9.7, 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, 83.1, 93.1.1, 9.103, 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, 6.2.2,8.1.2,8.2.2,83.1,11.1,11.3.1,11.3.6,11.4.1, 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 3.10,3.12.1,3.12.2,6.13,15.1.5.2 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 AIA Document A201" - 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 ATA Document i-_o___L_d by U.S.-_:right Lew and International Unauthoriz=_d reoroduccion_ o= distribution ofchis ATP,c any porcion 06 may result in _ _tvi1 and criminal penalties, and will be prosecuted to the maximum extent possible u..the _r 1_w, This draft was produced by AIA software at 11;.38,59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390.2/028709, 00002 3 89 90 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 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, 7.3.7,73.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 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 AIA Document A201' - 2007. Copyright ° 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. A11 rights reserved. 'WARNING: This AIA Document is protected by U.S. Copyright La.. and r_ znational Treaties. Unauthorized reproduction or distribution o'_ this ..1A Documsnt, any portion of is, _ result in savers civil nand criminal penalties,will be o osecut_d t z. extent possible under law, This draft was produced by AIA software at 11..38;59 on 10/11/2017 under Order No, 3600792784 which `expires' on 08/30/2018, and is not for resale.. User Notes: 824390.2/028709 00002 (309ADA22) 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 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 3.18.1,6.1.1,7.3.7,93.2,9.8.4,9.9.1,9.10.2,11 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 AIA Document A201' - 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 d_.9 Document .i protected by 1.5. Copyright Law and international Treaties. Una_ sed't -oduc.ion o_ disoribuioa this AI5 Document, to portion o it, result i s civil vil and criminal =_ penaltis, and will be prosecuted . um tmaximextent possible under the law. This draft was produced by AIA software at 11:3859 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (3B9ADA22) 91 824390.2/028709,00002 92 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 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 AIA Document A201' - 2007. Copyright ° 1911, 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. A11 rights reserved. WARNING: This _?.__A Docune.__ 15 protected by u,1. Copyright Law and Inc_ nss_ nal Treaties, Unauthorized reproduction sr distribution of this AIA Document, or _ ,_on Of 1t, may result in severe civil and l criminal pesalie and will be prosecuted to the ,.m _.,c ._- possibleunder the law. . This draft was produced by AIA software lat 11,3859 on 10/11/2017 under Order No, 3600792784 which' expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390 2/028709.00002 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 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 AIA Document A201' - 2007. Copyright o 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected b_ U.S. Copyright Lao and International Treaties. Unauthorized r p oduc_ or dis - . untoo _� c 0 "-IA Document, r any portion of =, may __ severe civilandcrminal al* s and will e prosecuted , n _ maximum eot of possible ander the law, This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale.. User Notes: (3B9ADA22) 824390 2/028709.00002 7 93 94 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 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 AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WaaNENC: This 3I3 Document is protected by 7,o. Copyright Law and International o _ - zed r o oc,__ n or dim ur o -a s z Docum=_rt any p „i0^ of , result is s_, civil and ncriminal al, _5 _n ill be orosecuted to the maximum a0_`___ possible Inclaw. This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No.. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390 2/028709 00002 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 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' - 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 Ieeerna=ional Treaties Onauchorized reproduction or distribution of this __A Documentany'_ _portion oit, may result i. s_,___ civil and criminal penalties, will ill _ cad to c_ maximum e_ _ _.tint possible under the law. This draft was produced by AIA software at 11,38,59 on 10/11/2017 under Order Nss3600792784 which expires on 08/30/2018, and isnot for resale User Notes: (389ADA22) 824390.2/028709.00002 9 95 96 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 AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. 00101102, This AIA Document is protected by '7. 0. Copyright Lai and International Tree,ies, Unau-horia=_d reproduction or distribution of this AIF Document any _tn of it, may result in severe civil and criminal penalties, and will be orosecuced t :he maximum extent ' possible under law, This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No. 3600792784 which` expires on 08/30/2018, and isnot for resale. User Notes: (3B9ADA22) 824390.2/028709,00002 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 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. § 1.1.8 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. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. 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 AIA Document A201' - 2007. Copyright 6 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 ote_cted by 7,0. Copyright Law and International Treaties. Unauthorised reproduction or distribution of this AIA Document, r any n - .. exult __ severe civil and c_ criminal and wll be prosecuted e the ,i_, extent possible under the law,This draft was produced by AIA software at 11.;38:59 mon 10/11/2017 under Order No. 3600792784 whichexpireson 08/30/2018, and is not for resale. User Notes: 824390 2/028709.00002 (3B9ADA22) 11 97 98 applicable industry specifications and standards have been satisfied and that any substitution of specified products shall occur only upon prior consent of the Owner. § 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 Ethan Bernau, of 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. AIA Document A201' - 2007. Copyright m 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, his AIA Document is roc cted by J..S..right Iaw and International z.,, Unautnoricae r _ oduccion or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal and will bac t L maximum est_. ., possible under the law. This draft was produced by AIA software at 1138:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390.2/028709.00002 § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right 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 AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING:. This 103 Document i-ro,w d by U.S.. Copyright ,haw and International '_ Trea__ Unauthorized reproduction or disc_ . distribution o_ this AIA Document, - any portion of it, may esult in severe chit_ criminal penalties. and -11 bes_cuted - the extent _ g 'c __ possible under e law . This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No: 3600792784 which expires on08/30/2018, and is not for resale,. User Notes: (389ADA22) 824390 2/028709.00002 13 99 100 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. § 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. AIA Document A201' - 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 isrotected by U.S. Copvrighc Law and international Treat -_s. Unauthorized r r. rodnczioordistributionf this AIA Document, or any p _tion of it, may result in se ___ civil and criminal penalties, and will be prosecuted the maximum =_.cont possible_ under the law This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (389ADA22) 824390 2/028709.00002 § 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. § 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. AIA Document A201' - 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 _.1.4 Document is protected by U.5.• right _.a., and International __e._ lJnautho1Ll__ oroduction or d;s_ribssio of this A50 O _nt _ any n _ n of ic, may iltin severe civil and criminal oenaltias and will be prosecuted to- rent possible under e law. This draft was produced by AIA software at 11:38:.59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA22) 824390.2/028709.00002 15 101 102 § 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. § 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 AIA Document A201'" - 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 013, Document is protected by U.S.rigght 150 end I::__r at nal Treaties. Unauthorized = -oduc tion or distribution of _._ s -_. Document, or ^ ny portion of .u, result, in severe civil and criminal penalties,_ will be prosecuted _ the maximum= .,. extent possible under the lawThis draft was produced by AIA software at 11:3859 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and isnot for resale, User Notes: (38900022) 824390.2/028709 00002 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 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. AIA Document A201' - 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. :-AMINO: This ATA Document is rote__ed by U.S. Copyright Law and International . TreatiesUnauthorized reproduction 0- dist ._O this AIA Document, ory portion of ,. t result in severe civil andCriminal realties, and will be prosecuted to the maximum extant possible under the law. This draft was produced by AIA software at 11;38:59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale., User Notes: (33950522) 824390.2/028709 00002 17 103 104 § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings AIA Document A201' - 2007. Copyright 0 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 Docum=ent is protected b. 7.0.. Copyright Law and International Treaties . Unauthorized reproduction r distribution _t_othis AIX Document, or any portion severe of i , may result in s__ civiland criminal _.__wi,, be Orosecu'ed _ the mextent possible ander the law. This draft was produced by AIA software at 11:38 59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 824390 2/028709 00002 (3B9ADA22) 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, 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. AIA Document A201" - 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 0o_.mn__c is protected b_ U.S, Copyright.. Law and Inteernational Treaties. Unaucno-;zed --oduction or dist-ibution of this _n s ,IA Docu;ten-, o any portion of 10, may sult _ _ _ and c anal _. .a penalties, _ ted toshe maximum _-__.tpossible under t law This draft was produced by AIA software at 11;38:59 on 10/11/2017 under Order No. 3600792784 whicexpires on 08/30/2018, and is not for resale, User Notes: (389ADA22) 824390.2/028709.00002 19 105 106 § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18 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 AIA Document A201' - 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. WARNINGS This AIA Document is coca --_d b- U.S. copyright Law and International Treaties. Unauthorized reproduction r distribution of this AIA Document, portion - i:, may result i. ___ civil and criminal _ - or any oo- o� � _✓_,-= andwill be. s: :=_d to o :_. maximum extent possibleunder the law, This draft was produced by AIA software at 11738:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA22) 824390.2/028709 00002 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. § 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. AIA Document A201' - 2007. Copyright m 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 i -rote ted by U.S. Copyright Law and International te_rnational Treaties Unauc:,o__zed reproduction or distribution o_ this z_± Document, or any portion o_ 1:, _ _ t result isevere civil and criminal penalties, and ,:11 be prosecuted to the maximum extant possible under t.a law. This draft was produced by AIA software at 11;.38,59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390.2/028709.00002 21 107 108 § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site 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. AIA Document A201' - 2007. Copyright m 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:` s AL. Document is protected bU.S. 000vright Law and International Treaties. Un___ reproduction or distribution - this AIA Document, any portion 1 . may result in severe civil andcriminal penalties, .and will be prosecuted t extent _ten_^r sable andechar law. This draft was produced by AIA software at 11:38,59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B900022) 824390 2/028709 00002 § 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 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. AIA Document A201' - 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. %837C5IN3r This 3tl Document is protected by U.S, right 5a.. and International Tr o. Unauoboo_oocl reproduction or distribution of to .. Document,i it, result in civil and criminal penalties, and e prosecuted tothe maximum __n possible under o ?n This draft was produced by AIA software at 11,38:59 mon 10/11/2017 underOrderNo. s 3600792784 which expires on 08/30/2018, and is not for resale.. User Notes.: 824390.2/028709 00002 (35930322) 23 109 110 § 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. § 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. AIA Document A201' - 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 i oo__c=_d by 2.0, Copyright Saw and International Uo Treaties. Unauthorized r oroduczioa r distribution of this AIA Document,_ _ any portion of it, mresult in t ___ civil and criminal penalties, and will b ted tomaximum _„_mu_m. extent possible under the law, This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order Noo 3600792784 which expires on 08/30/2018, and is not for resale., User Notes: (359ADA22) 824390.2/028709.00002 § 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. § 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 AIA Document A201' - 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. 0010INC, This 000. Document is protected by J. 0. Copyright Law .and International ,__ Jrautno-+z=_d - -oduc_ - 3 s__ibutton o this Document, any portio. o6_ it, may cult in severe civil and criminal penalties, and will prosecuted to the maximum possible under the law, This draft was produced by AIA software at 11:38:.59 on 10/11/2017 under Order No. 3600792784 which .expires on 08/30/2018, and is not for resale, User Notes: 824390.2/028709 00002 (3B9ADA22) 25 111 112 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 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 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 AIA Document A201' - 2007. Copyright o 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING, T __ s .2i_0 Document i protected by J,S. Copyright Law and Ints_ oiooal Tr_a_ _.s Unauthorized reproduction or distribution this AIA Document,any portion of t, may result i. s civil andcriminal r and __ e orsa_culed to the maximum extent - under the law, This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390 2/028709.00002 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 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 AIA Document A201' - 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. WARNI150.. This 0L. Document is protected 'oy U.S.. Copyright La.. and international nal Treaties. Unauthorized reproduction or distribution this AIA Document, or eny portion _ result in severe civil and ^ .._nal penalties, and will be prosecuted to__ maximum extent possible under e law,. This draft of produced by AIA software at 11:38:59 mon 10/11/2017 under Order No. 3600792784 which' expires on 08/30/2018, and is' not for resale. User Notes: (3B9ADA22) 824390 2/028709.00002 27 113 114 § 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. § 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. AIA Document A2012 - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This 0_, Document is protected b: U.S. Copyright Law and International Treaties.=_ Onu_.o . __5_ ibu_ _ ses . , oio v0 .. .a... .n,. andcriminal and will be__d c__ maximum _._ under d _e law. This draft was produced by AIA software at 11,38:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes, (3B9ADA22) 824390.2/028709.00002 § 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 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; AIA Document A201' - 2007. Copyright m 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 +I2 , , _o_._ -n_0_ is prosect=_d b_: J.aU.S,-. Copyright bow and i__rnational Treaties. Unauthorized reproduction or distribution of :his 212 7ocunenr, l or = mayn of 1t, amayr suetin s and criminal ' penalc'es, and will b -r gosecuced c maximum ximum :x___- 'ble ander nhe law. This draft was produced by AIA software at 1138:59 on 10/11/2017 underOrder No, 3600792784 which expires on 08/30/2018, and is notfor resale, User Notes: (359ADA22) 824390 2/028709 00002 29 115 116 .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. § 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 AIA Document A201' - 2007. Copyright o 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING- T__ Document is protected by U.S. Copyright Law and Internacional Traatis. o_ _r_n_d oroduc_ion or distribution this A Document, o = , - result in severe it andcriminal penalties, _- _,... ted o :he n possible under w any draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: 824390 2/028709 00002 (3B9ADA22) § 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 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 AIA Document A201' - 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..ARNICNG: 3I3 Doctum i protected 3: U.3. Copvrigh_ Law and In_ernational ___ Unauthorised reproduction distribution _ot. his 4 T Document, or any portion of it, may result in severe civil and criminal penalties, and will ba prosecuted to ximu ext_.- possible under the law. This draft was produced by AIA software at 11,38:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390.2/028709.00002 31 117 118 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. § 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. AIA Document A201' - 2007. Copyright o 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. Wien .i. Document i protected b; _ Law and International 3 2 T___ Unauthortzed -.production - distribution this AI This meat o any portion o may r_sv1_ s _ o __ and ^3 i a_ penalties, and will e prosecuted toot._ m extent possible _ the lair. This draft was produced by AIA software Lat 11.38,59 on 10/11/2017 under• Order No, 3600792784 which expires on 08/30/2018,jn and is not for resale. User Notes: (3B9ADA22) 824390.2/028709.00002 § 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. § 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 AIA Document A201' - 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 .IA Document is oc__t_d by U.S. Copyright Law andinternational IncTreaties. Un ++"7 reproduction or distribution of this AIX Document, or any portion of it, may result is severe civil and criminal penalties, and will be _ - extent possible under the law. . This draft was produced by AIA software at 11:38:,59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (389ADA22) 824390 2/028709 00002 33 119 120 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. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.4 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. AIA Document A201' - 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 ie groteo_ed by U.s.right Law and Inc_rnariona1 Treaties. Unauthorised r`_ reproduction or distribution of this AIA Document, or any portion of ir, may resultCopyinsevere civil and criminal penalties, and will bo_ __uted _ _ extent possible_ under the law. This draft was produced by AIA software at 11:38,59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (399ADA22) 824390 2/028709,00002 § 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. 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 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. AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects A11 rights reserved. zRNI'G:T his 0i-. Document is protected by U.S.. Copyright Law and international l Treaties Unauthorized r ., reproduction or distribution this ?'4 Document, or any portion oC i., may result in severe civil and criminal 3 5 penalties, and will be proseecuted to the maximum _-n extent possible under the law, This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (309ADA22) 121 824390,2/028709,00002 122 § 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. § 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. § 11.2 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 $5,000 may be due to the negligence of any subcontractor. Contractor and Subcontractors shall not be responsible for any losses exceeding any sublimits included within the Builder's Risk policy. § 11.3.1.1 Builder's Risk Property Insurance shall cover all materials, supplies, and equipment that are intended for specific installation in the project while such materials, supplies and equipment are located at the project site, in transit or while temporarily located away from the project site. However, Builder's Risk insurance does not cover Contractor or subcontractors' owned, hired, or leased property or tools, equipment, or supplies used for construction and not intended to form a permanent part of the Work, for which Contractor and subcontractors shall be responsible. AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. 3L50$iINGThis AIA Document is protectedU.S. Copyright la.. and International Treaties, Unauthoed n'c_._n _i .. - nautnoed - o -y__ .. _ dio:__hu:ion o- this AI=Documentany portion or it may result in severe civil and criminal a canl- and w,,1 be prosecuted to the x_.he _-_ m extent possible under t e law, This draft was produced by AIA software at 11;38759 on 10/11/2017 under Order No.. 3600792784 which expires on 08/30/2018, and is not for resale User Notes: 824390 2/028709.00002 (3B9ADA22) § 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 [Intentionally omitted] § 11.3.3 LOSS OF USE INSURANCE [Intentionally omitted] § 11.3.4 WAIVERS OF SUBROGATION If permitted by the Owner's and Contractor's insurance companies, without penalties, 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 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. § 11.3.5 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. § 11.3.6 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 AIA Document A201" - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. A11 rights reserved. W0111MG This AI?. Document is protected by U.S. Copyright Law and International _s. J0autho ,.. e_d ro?zoduct;.on or distribution of this AIA Document, n of it, may result in civil and criminal ,._ penalties,._ . _w__prosecuted to the m extent _t __ under nder -e law. This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No 3600792784 which expires on 08/30/2018, and is not for resale., User Notes: 824390 2/028709.00002 (3B9ADA22) 37 123 124 convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3.7 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 § 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. AIA Document A201' - 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 .-._.z Documentis n._ r=_d by 7,0. Copyright Law and international ' Treaties, Unaucho-t-_.i roduc_io' or d s __.uc_o. _ „_ s Documerr.. . . m n of it, result scivil andcriminal penalties, _-l1ba pros=cu_=d ro - .... __ - under This draft was produced by AIA software at 11.:38:59 on 10/11/2017 under Order No.. 3600792784 which' expires on 08/30/2018, and is Jnot for resale. User Notes: 824390 2/028709.00002 (3B9ADA22) § 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 The 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 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. § 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. AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved, WARNING: This 010 Document protected by U.S.-ooInternational end Treaes,. Unauthorized reproduction c__ n or distribution _zip Document,' _ Portion n f , may r_� .. n severe civilcriminal i tia1 39 .r penalties, and will e prosecuted to xis possible under the law. This draft was produced by AIA software at 11:38,59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 125 824390 2/028709 00002 126 § 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. § 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. AIA Document A201' - 2007. Copyright o 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is pr>.ac_a_d by. U.S. Copyright Law and International s _r_ Unauthorized _ed .. _ od_t_ n or distribution_� of this AIA Document, any portion _ 0 � it, - result in l _ civil and criminal era Treaties. =_ _ , and will b - _. 6 ` re,tent possible and law. This draft was produced by AIA software at 11,38;59 on 10/11/2017 under Order No3600792784 whichexpires on 08/30/2018, and is not for resale., User Notes: (3B9ADA22) 824390.2/028709 00002 § 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. § 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 AIA Document A201'" - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING This 0I>. Document is protected by U..S.Copyright Law and International 4 1 .r_ Unauthorized r o reproduction _ distribution of this __z Docum=_nr, any portion 7 nay result i_ h _ T civil and criminal penalties, and will beprosecuted toY the m _.<___t possible under r.he law. This draft was produced by AIA software at 11:38;.59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 127 824390 2/028709 00002 128 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. § 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 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 § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. 'WARNING This AIA Document is protected b_ U.S, Copyrisiht Law and international .= Tra_z._s.. _'_ reproduction or disti. _ibuton , this Document n any Dolon of it, m50 ii_ civiland c .in_el penalties,and will be prosecuted to the maximum extenn possible under'law, , This draft was produced by AIA software at 11,38:59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and isnotfor resale, User Notes: (3B9ADA22) 824390 2/028709.00002 § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 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. AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING; This AIa Document is protested by U.S. Copyright :,a0 and International ____ties. Un -.orozad reproduction or distribution o_ .nos _ , :, Document, o_ _ portion of it, may result in s_,___ civil and criminal naland will be rrosecuted t _ extent 5 __ under a _ the lawThis draft was produced by AIA software at 11,.38:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA22) 824390.2/028709 00002 43 129 130 § 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; .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 .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. 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 AIA Document A201' - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S Copyright Law and international 4 4 Treaties .0 Unn `on±znd reproduction or distribution of this AIA Document, r o3nv portion 6 , may result in severe._civilandrimina realties, and will b prosecuted t maximum _a _.cent possible under the law, This draft was produced by AIA software at 11:3859 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390 2/028709.00002 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. §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 AIA Document A201" - 2007. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects All rights reserved07N_NC: This Document is protected by U.S, Copyright Law and International 4 5 ._s Un__t o _ zed reproduction r distributionu. ATA Document, or _.y portion of _, may resultcriminal_ _ ciit and and will be prosecuted to che maximum _.c__- possible under the law, This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order po, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (38905022) 131 824390 2/028709.00002 132 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 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: AIA Document A201' - 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 Document is protected bv U.S.p ig a d -s_ _ oral ._ __eUnauthorized reproduction or distribution of this 1_ Document, or portion of - _-sever= civil andcriminal 4 6 penalties, and ll be prosecuted to the maximum tent possible under V the . This draft was produced by AIA software at 11.,38:59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is notfor resale.. USer Notes: (389ADA22) 824390.2/028709.00002 .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; .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; .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 AIA Document A201`" 2007... Copy o...1. 3 ...,.,. - 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 .0I=. Document is protected by U.S. Copyright Law and International Treaties _._=_d - oduc_ion or _tion f this .1I, ,._m_._, +portionmay result t sever, l .ndc ..nal _nal n_ will be prosecuted __ maximum extent possible under e .y,This draft was produced by AIA software at 11.38.:59 on 10/11/2017 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390 2/028709 00002 47 133 134 .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 DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. AIA Document A201" - 2007. Copyright 0 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 A10 Document is protected by O,o, Copyright Lau and Internacional Treaties. Unauthorized reproduction or distribution of this 01A Document, or any po-tio= of i . ,=ay e=au,,in o_+j _ e O J:.1 and O im_i'.alpenalties,is, and win beprosecuted to t_ maximum extent possible under c.=_ law.. This draft was produced by AIA software at 11:38 59 on 10/11/2017 under Order No, 3600792784 which expires on08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390 2/028709.00002 COUNCIL AGENDA SYNOPSIS Initia;'.r Meeting Date I ,par f 03/17/14 B l(ztorf renieir 1 Council review ITEM INFORMATION SPONSOR: BOB GIBERSON 3(: 1N1) \ I r[ \1 TI 11 I Apprenticeship Utilization Guidelines C.VII '.(i{)R1' ❑ Discussion .11t, Date ® Motion ❑ R.esohition Aft1 Date 03/17/1=1 JIg Date ITEM No. 4.D. ORIfN.\L AGI.NI1\ D \rr.:: 03/17/14 ❑ Onlincrm' �❑ liid.-Izc?! I 11 t{ Date \Its Date U Public 1L taring _lI.?s 1:):z. Other AIts Rite SPONSOR LJ Coruna' ❑ Mor ❑ FIR ❑ DCD ❑ 1 tru. "❑ F t ❑ IT ❑ Pc' R ❑ Police SIONSc)R'S Sl'MM \R' Resolution No. 1814 was adopted by City Council on January 21, 2014 that promoted the use of apprentices in City public works projects over $1 million. Section 2 of the Resolution requires Apprenticeship Utilization Guidelines be presented and approved by City Council. Public Works has completed the Guidelines for the City Administrative Manual, contract specifications, and the required forms that will be submitted by the contractors. Council is being asked to approve the Apprenticeship Guidelines. I) BY [ COW Mtg. ❑ CA&P Cmte ❑ F&S Cmte ® Transportation. Cmte U Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. DATE: 03/10/14 COMMITTEE CHAIR: ALLAN EKBERG RECOMMENDATIONS: SPONSOR/A1)\[[N. Public Works Department COy1y[r TI : Unanimous Approval; Forward to Regular Consent Agenda COST IMPACT / FUND SOURCE F xPE..<()I"1'URF. RIOT IRND $0.00 Fund Source: Comments: MTG. DATE 03/17/14 MTG. DATE 03/17/14 Informational Memorandum dated 03/07/14 AMOUNT BUDGETED $0.00 APPROPRIATION REQUIRED $0.00 RECORD OF COUNCIL ACTION ATTACHMENTS Apprenticeship Utilization Guidelines Draft Apprentice Specifications for City Contracts Apprentice Utilization Plan Quarterly Statement of Apprentice Participation Resolution No. 1814 Minutes from the Transportation Committee Meeting of 3/10/14 135 136 City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM TO: Mayor Haggerton Transportation Committee jit FROM: Bob Giberson, Public Works Director µ DATE: March 7, 2014 SUBJECT: Apprenticeship Utilization Guidelines ISSUE Apprenticeship Utilization Guidelines have been prepared for review and approval. BACKGROUND Resolution No. 1814 was adopted by City Council on January 21, 2014. Section 2 of Resolution No. 1814 requires apprenticeship utilization guidelines be presented and approved by City Council. The attached guidelines have been developed outlining the policy and procedures staff will follow to ensure that apprenticeship utilization will account for at least ten percent (10%) of the total contract labor hours of any qualifying City construction contract over $1 million. DISCUSSION The apprenticeship utilization guidelines require that we insert the construction contract specifications outlining the detailed procedures for tracking and reporting on apprentices. The major tracking steps are: • Contractor submits apprentice utilization plan to the City for review and approval at the preconstruction meeting. • Contractor completes a Quarterly Statement of Apprentice Participation. • City staff will post year-end apprentice utilization rates on the City's website. RECOMMENDATION Council is being asked to approve the Apprentice Utilization Guidelines and consider this item on the Consent Agenda at the April 7, 2014 Regular Meeting. Attachments: Apprenticeship Utilization Guidelines Draft Apprentice Specifications for City Contract Apprentice Utilization Plan Quarterly Statement of Apprentice Participation Resolution No. 1814 w^\pw eng\other\forms\apprenticeships \info memo app_gudeiines doc 137 138 CITY OF TUKWILA ADMINISTRATIVE MANUAL Index: 900-07 Page 1 of 1 TITLE: APPRENTICESHIP UTILIZATION GUIDELINES PURPOSE: To outline the City's process and procedures to track apprenticeship utilization for all qualified City construction contracts over $1 million dollars. REFERENCES: Resolution No. 1814 WSDOT/APWA Standard Specifications Section 1-07.9(3) WAC 296-05 — Apprenticeship Rules RCW 49.04 — Apprenticeship POLICY STATEMENT: The City of Tukwila is committed to working in partnership with labor and business to create a skilled workforce that reflects the diversity of our population and promotes community development. The City established an apprenticeship utilization goal of not less than 10% of the total labor hours for the life of a qualifying City construction contract over Si million. PROCEDURES: 1) City Staff will include detailed specifications in all qualifying construction contracts requiring 10% of the total contract hours utilized are performed by registered apprentices. 2) Specifications will include requirements for the contractor to submit an Apprentice Utilization Plan at the Preconstruction Meeting. for approval. followed by Quarterly Reports. 3) Staff will track quarterly reports and post annual reports on the City's website. Title: APPRENTICESHIP UTILIZATION GUIDELINES Effective Date: Supersedes: N/A Initiating Department: Public Works Mayor's Office Approval Signature: 139 140 1 1-07.9(3) Apprentices (February 28, 2014 Tukwila GSP) A. APPRENTICE UTILIZATION REQUIREMENTS 1. The Contractor shall ensure that ten percent (10%) of the total contract labor hours utilized on the Project site are performed by apprentices registered with the Washington State Apprenticeship and Training Council, hereinafter know as SAC. a. Total contract labor hours include additional hours worked as a result of change orders. b. Total contract labor hours exclude hours worked by foremen, superintendents, supervisors, owners, and workers who are not subject to prevailing wage requirements. However, total contract labor hours shall include the hours worked by supervisors, foremen, and superintendents if it is determined that they are subject to prevailing wage requirements pursuant to the following criteria of WAC 296-127-015: (2) Supervisors (e.g. foremen, general foremen, superintendents, etc.) are entitled to receive at least the journey level prevailing rate of wage for performing manual or physical labor: a. For each hour spent in the performance of manual or physical labor if it is for more than twenty percent but less than fifty percent of their hours worked on a public works project during any given week. b. For all hours worked in any given week if they perform manual or physical labor for fifty percent or more of their hours worked on a public works project during such week. 2. The Contractor shall ensure compliance with the apprenticeship training standards for each trade/craft classification used on the Project, as set forth by the Washington State Department of Labor and Industries. APPRENTICE UTILIZATION PLAN 1. At the Preconstruction Meeting, the Contractor shall submit to the Owner, a comprehensive plan outlining how the apprentice utilization requirements will be met on the total contract labor hours. The plan shall include the following information, on a form to be provided by the Owner: a. A list of trades/crafts to be used on the Project, including an estimate of labor hours by each trade/craft and the total labor hours to be used. b. An estimate of the number of apprentices for each trade/craft to be used on the Project. c. An estimate of the number of apprentice labor hours and percentage to be used by each trade/craft on the Project. The combined total number of apprentice hours used must equal or exceed ten percent (10%) of total contract labor hours as defined in subsection A.1. 141 d. An estimate of the percentage of apprentice labor hours to be used by each trade/craft. The percentage of apprentice labor hours must be based on the estimate of total labor hours by each trade/craft. e. An estimate of the start date of each trade/craft. f. A description of efforts the Contractor intends to make to ensure that the apprentice utilization requirement is met. 2. The Owner will provide assistance in directing the Contractor to available resources for hiring apprentices. 3. The Contractor, the Engineer, and the Project Manager shall meet to discuss and modify the plan as may be appropriate. C. QUARTERLY STATEMENT OF APPRENTICE PARTICIPATION 1. The Contractor shall submit to the Owner's Representative a Quarterly Statement of Apprentice Participation in an electronic format to be provided by the Owner, for the Contractor and all subcontractors. The Quarterly Statement of Apprentice Participation shall be completed by the Contractor and all subcontractors performing work on the Project during the reporting period. The report shall be submitted by the 30th of the month following the reporting period, to the Owner's Representative. 2. The Contractor shall be responsible for reporting apprentice utilization data required by the Owner beginning with the first day of work for each apprentice. The Contractor's first submittals are due at the end of the first month after the Contract start date specified in the Notice to Proceed, and at quarterly intervals thereafter, until the Physical Completion Date has been established. Subcontractor submittals are due at the end of the quarter after commencement of their work and quarterly thereafter. 3. The Contractor shall report the following information on each apprentice: a. Apprentice's Name. b. Trade/Craft. c, State Apprentice Registration I.D. Number. d. Labor hours for Reporting Period. 4. The Contractor shall report the following information on journey level employees: a. Total journey level labor hours (for each trade/craft) and number of employees to date. 5. The Contractor shall submit such other information as may be requested by the Owner to verify compliance with the apprentice utilization requirements of the Contract. The Owner reserves the right to add, delete, or change as necessary the information required by the Contractor on the Quarterly Statement of Apprentice Participation. 142 D. APPRENTICE UTILIZATION MONITORING 1. The Owner shall verify the registration of each apprentice used on the Project with the Washington State Apprenticeship and Training Council. 2. The Owner shall monitor the apprentice utilization data provided by the Contractor. I n the event that the Contractor is deficient in the use of apprentices, as shown in the Quarterly Statement of Apprentice Participation; the Engineer shall meet with the Contractor to discuss the reasons for the deficiency and the Contractor shall develop a written plan for meeting the requirement. Thereafter, any deficiency in the work of Apprentices as reported in the Quarterly Statement of Apprentice Participation shall be deemed a breach of contract subject to remedy allowed by law and under this contract. 3. The Engineer will make routine visits to the Project site for the purpose of confirming the use of apprentices. CHANGES TO THE APPRENTICE UTILIZATION REQUIREMENT 1. If during the term of the contract, the Contractor determines it will be unable to meet the apprentice utilization percentage required by Paragraph A, the Contractor may make a written request to the Engineer to reduce the apprentice utilization percentage. The request shall include documentation of the Contractor's affirmative efforts to use SAC registered apprentices, including copies of correspondence between the Contractor and the SAC approved apprentice programs, union locals, and others. These documents must demonstrate that an inadequate number of apprentices are available to meet the required apprentice utilization percentage. 2. The Engineer shall evaluate the request, and if appropriate, a change order shall be prepared by the Engineer reducing the required utilization percentage. If the Engineer determines that a reduction in the required utilization is not justified, the Engineer shall communicate the decision to the Contractor. 143 144 City of Tukwila INSTRUCTIONS FOR FILING APPRENTICE UTILIZATION PLAN The City of Tukwila is committed to working in partnership with labor and business to create a skilled workforce that reflects the diversity of our population and promotes community development. The City established an apprenticeship utilization goal of not less than 10% of the total labor hours for the life of a qualifying City construction contract over S1 million. The Apprentice Utilization Plan (AUP) is to be completed by the Bidder/Contractor. The AUP must be submitted to the City of Tukwila contract administrator along with other required documentation at the pre -construction meeting. The AUP will be approved prior to the City issuing a Notice to Proceed for the construction contract. Definitions: TRADE/CRAFT TOTAL LABOR HOURS NUMBER OF APPRENTICES APPRENTICESHIP HOURS APPRENTICE PERCENTAGE The given Trade or Craft expected to be utilized by the Bidder/Contractor or its Sub- contractors throughout the duration of the project. The estimated total number of labor hours required in each Trade or Craft on the Project. The estimated total number of apprentice in each trade or craft on the project. The estimated total number of hours to be worked by apprentices in each craft or trade that is required for the project. For each craft or trade, apprentice hours divided by labor hours, multiplied by one hundred (100), rounded to two (2) decimal places. For example: If apprentice hours equals 80 for a craft or trade and labors hours equal 520 for the same craft or trade, apprentice percentage for that craft or trade is (80/520) x 100 = 15.38 percent. \V PNM' Eng OTHER FormsAppr rr ooships APPRENTICESHIP UTILIZATION PLAN duos 145 146 CITY OF TUKWILA AUTILIZATION .._..� PL ,N .. I'P'�F� TICE���I' ..mm Name of Project/Contract: Name of Contractor: Contract Number City Project Manager: Contract Awarded Amount: ..� rs e project)trion Tu��l e Descriptiont i"�ota1Labor... Appre Hours { Apprentice'` Percentage TOTAL: Provide a description of how the Contractor plans to ensure that the Apprenticeship hiring goals will be met. Signature: !u r n;.irrttr R,F-x s'Ap u eshIps' w>PRENTICES IP U-M..IZATION PLAN doc.N Date: 147 148 Firm Name, Address, City, State & ZIP+4 XYZ Construction 123 Main St. Tukwila, WA 9818 CITY OF TUKWILA QUARTERLY STATEMENT OF APPRENTICE PARTICIPATION Project Name (Title) Main Street Overlay & Repair Contract No. 16-001 Reporting Period from: 1'1/2.015 APPRENTICE SUMMARY Apprentice Name Smith, John Doe, Jane JOURNEYMEN SUMMARY 1/'31,2015 Apprentice Registration Craft or Trade Number ... n� y -...... Carpenter 152159 -....� Laborer 152251 Contract Award Amount: $5,000,000.00 Notice to Proceed Date 1/1/2016 Required Apprenticeship Percentage: 10"-0 Name of Contractor Apprentice or Total Hours Sub -Contractor Number Worked I 128 1 48 Name of Contracto Journeymen Name Craft or Trade Carpenter Laborer Electrician Plumber or Sub -Contractor Journeymen Total 1 Hours Number Worked 353 112 220 150 Apprentice total hours worked this period: Journeyman total hours worked this period: Cumulative Apprentice hour Total brought forward from last reporting period: Previous Total New Total C7 176 Cumulative Journeymen hourTotal brought f orward from last reporting period: 0 835 176 835 Percentage 17% 1, the undersigned, do hereby certify under penalty of perjury that the items listed herein represent the proper hourly totals for Apprenticeship/Journeyman participation during this reporting period. Printed Name W:; PW Ena'.OTHER,PDanslAopren'lcesh:ps;ExarnpleSrelsr nnfApprer,ice-Journeyman Parllc.%Is 149 150 City of Tukwila Washington I / Resolution No. /0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, PROMOTING THE USE OF APPRENTICES IN PUBLIC WORKS PROJECTS OVER $1 MILLION DOLLARS AND ESTABLISHING APPRENTICESHIP UTILIZATION GUIDELINES. WHEREAS, a highly -skilled workforce is essential for enhancing economic growth and the continued prosperity of workers; and WHEREAS, apprenticeship is a proven, highly -effective training model, providing consistent wage progression to family wage careers; and WHEREAS, shortages of skilled construction workers limit job growth and affect our economic development and this "skill gap" problem will continue to grow, due to the large numbers of skilled worker retirements and increased construction activity; and WHEREAS, the responsibility to train the next generation of skilled workers rests with both the public and private sectors; and WHEREAS, the City of Tukwila is committed to working in partnership with labor and business to create a skilled workforce that reflects the diversity of our population and promotes community development; and WHEREAS, recent actions of the Washington State Apprenticeship and Training Council (WSATC) have made apprenticeships more widely available in the construction industry; and WHEREAS, growing participation in apprenticeship programs today will ensure a viable workforce in the construction trade industry tomorrow; and WHEREAS, the City Council finds that it would be in the best interests of public health, safety and welfare for the City to implement an apprenticeship utilization goal in qualifying public works construction contracts; W.1Word Processing\Resolutions\Promoting the use of apprentices in PW projects 1-14-14 LH;bjs Page 1 of 2 151 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Section 1. Apprenticeship Utilization Goal. The City of Tukwila shall require good faith efforts from contractors to use WSATC-registered apprentices as follows: 1. Levels of apprenticeship utilization shall be not less than 10% of the total labor hours for the life of the contract for all qualified City construction contracts over $1 million dollars that are awarded on or after April 2, 2014. 2. The contractor shall provide quarterly reports, as well as a final report, indicating the total labor hours and the apprenticeship hours utilized by the contractor and all subcontractors on the project. 3. These requirements may be modified by City Administration for a specific project for one or more of the following reasons: a. A lack of availability of qualified apprentices; b. A disproportionately high ratio of material costs to labor hours, which does not make feasible the required minimum level of apprentice participation; c. Participating contractors have demonstrated a good faith effort to comply with the requirements of this resolution; d. Where utilization conflicts with federal requirements. Section 2. Apprenticeship Utilization Guidelines. Apprenticeship utilization guidelines will be developed for City Council approval for the purpose of implementing the apprenticeship utilization goal as established in Section 1 herein. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this \ < day of , 2014. ATTEST/A THENTICATT ED- Christy O'Flah y, MMC, City Clerk _/ De'Sean Quinn, Council President APPROVED AS TO FORM BY: 152 She4I M. Kerslake, City Attorney Filed with the City Clerk: ) Passed by the City Council: Resolution Number: W \Word Processing\Resolutions\Promoting the use of apprentices in PW projects 1-14-14 LH his Page 2 of 2 TRANSPORTATION COMMITTEE - Meeting Minutes March 10, 2014 — 5:15 p.m. — Foster Conference Room City o f Tukwila Transportation Committee PRESENT Councilmembers: Allan Ekberg, Chair; Dennis Robertson, De'Sean Quinn (Absent: Kate Kruller) Staff: David Cline, Bob Giberson, Robin Tischmak, Gail Labanara, Laurel Humphrey CALL TO ORDER: Committee Chair Ekberg called the meeting to order at 5:15 p.m. I. PRESENTATIONS No presentations. II. BUSINESS AGENDA A. A�renticeship Utilization Guidelines Staff is seeking Council approval of Apprenticeship Utilization Guidelines as requested by Resolution No. 1814, adopted on January 21, 2014. The proposed guidelines outline the procedures needed to ensure that apprenticeship utilization will account for at least ten percent of the total contract labor hours of any qualifying City construction contract over $1 million. The guidelines require a tracking and reporting component, summarized as follows: • Contractor submits apprentice utilization plan to the City for review and approval at the preconstruction meeting. • Contractor completes a Quarterly Statement of Apprentice Participation. • City staff will post year-end apprentice utilization rates on the City website. Committee members asked clarifying questions. They were satisfied that proposed guidelines meet the intent of the Resolution, and were comfortable with the year-end report being posted on the City website and included in a City Administrator Report rather than be presented at a Committee meeting. UNANIMOUS CONSENT. FORWARD TO MARCH 17, 2014 REGULAR CONSENT AGENDA. III. SOUTH COUNTY AREA TRANSPORTATION BOARD (SCATBD) Meeting Staff is planning to attend the next SCATBd meeting on March 18th to present information on Phase III of the Strander Boulevard/SW 27th Street Extension Project. Tukwila plans to pursue TIGER funding for design, and this will be presented to the Committee at a later date. During the Miscellaneous portion of the meeting, staff indicated that if TIGER funding is granted, 2018 could be a realistic target year for construction. IV. MISCELLANEOUS Committee Chair Ekberg inquired about potential benefits to Tukwila as a result of WSDOT's 1- 405 Corridor Improvement Project, and the possibility of redundancy with the City's planned Urban Center Pedestrian/Bicycle Bridge. Staff indicated that the State's Master Plan currently has not identified funding for the Tukwila to Renton Improvement component of the 1-405 project, and therefore could be decades away from construction. 153 154 CITY OF TUKWILA REQUEST FOR PROPOSALS FOR GENERAL CONTRACTOR/CONSTRUCTION MANAGER (GC/CM) SERVICES City of Tukwila Justice Center Project ADDENDUM No. 3 1. The Preliminary Site Plan (Program Phase, December 2017) is attached for reference. Issue Date: January 29, 2018 CITY OF TUKWILA Page 1 of 1 JUSTICE CENTER PROJECT GC/CM RFP ADDENDUM 3 155 156 LLIKWILA JUSTICE CENTER PROGRAM PHASE •SITE PLAN I. I "•11, 1 IN)rMilovi : , 1•), • ••, ,;•:•:••• :III'iI•II.• ; I1,1,,I,,,.. IIIII,',,I••,III, ;; y'l:(.1,), ...,...,.., -IIII'•I''''''' 'I'IZMIIIII:',Ii,..I.I.IIIII.II';'`.'I'''.•'•'•::''''''''''',Ip';;;'i;',•:;;;;III.:" I'I'' 'II ItI‘IIII'IIIII.It„;;„c;;,,,IIIs,)1•IijI,Ifih.,'I,;,(I'IIII Ifi.III''I'IIII'/I;•I• •,•.;;;, IIIIIi!. ',•ci,I.;;:.c.Ii,„. •••• .f.,Ilic • cc A F.1%," li„.,,•,,,,.,•,•0„,..,..,..,„,,Jil,l,f.',,,,,,.,,,,;,,,:•;•.,,,•,,,,,),:,,,,,,,,,,,,,...„,,,,a,,. •• '..... .,..'•• •,.....,,,,e,„ ',2"•.%),Hj, '..,(."),...,%.,. , „„,, ,I,iii0,,,i'J'i'i,i'',' ,,•,C1,."'",f,,',;• , •,,,••• •,',,,::.,ii. ;',„,......... ,,',','11.ii, • ,......,.,,, , ••••• , . • •• • ..,,j,,I,••,ti,..., . ...,,,,,4 , ,,.. „,,,.• ',."'•ii,i. ,,,,,,, 1 .„••• . ,.....,:•:.•,...,.{:!,,d..., . „ 1,, •••.,',.i,„,„, . •.,:i.. ' k ,• 4, ' ''''; ,I; 1„„;.;;; I4cfb• ,, ''I':IIIIIIIA,i•II fp: .; .• ••, VOA 0,10,,,":4),:temoko:4140151040,12041::4:,)1,p4A1,41;,41,11;p1p,gue,,, SECURITY ACCESS CONTROL S 150TH ST .1. '1'4", f'!'• •• • ." • . ". "•,;",,AI"; PUBLIC C SURFACE 126 STAL PUBLIC S 24 STALL: SECURE( 90 STALL PCL XL error Subsystem: GE_VECTOR Error: GEEmptyClipPath Warning: IllegalMediaSize 158 CITY OF TUKWILA REQUEST FOR PROPOSALS FOR GENERAL CONTRACTOR/CONSTRUCTION MANAGER (GC/CM) SERVICES City of Tukwila Justice Center Project ADDENDUM No. 4 1. Clarifications to Bid Requirements: a. Paragraphs 1.1 and 1.2: The detailed schedule of anticipated costs and staffing matrix for Preconstruction may be submitted AFTER notification of selection. b. Paragraph 3.1.1: The hourly billing rate sheet for Specified General Conditions may be submitted AFTER notification of selection. 2. Clarifications to Cost Allocation Matrix (Exhibit C to A133 Construction Contract): a. A revised Cost Allocation Matrix is attached, with two changes highlighted in yellow. Issue Date: January 30, 2018 CITY OF TUKWILA Page 1 of 1 JUSTICE CENTER PROJECT GC/CM RFP ADDENDUM 4 159 160 REVISED 01-30-18 EXHIBIT C — COST ALLOCATION MATRIX COST OF WORK (MACC) X X X NEGOTIATED SUPPORT SERVICES X X SPECIFIED GENERAL CONDITIONS X X X X X X X X X L1J LIJ LI_ X X X X X X X Z L11 1 Negotiated Support Services GCCM Performance & Payment Bonds 1 GCCM Liability Insurance Insurance Provided by Subcontractors Performance & Payment Bonds & Bid Bonds Provided by Subcontractors Builder's Risk Insurance (will be provided by the Owner) 1 Builder's Risk Insurance Deductible GCCM Management of: General ConditionPerformance sReview of Contract Documents & Field Conditions - Supervision and Construction Procedures General Conditions — Permits (excluding building permit), Fees & Notices | GCCM Ma[s_gement—Prevailing Wages All costs associated with payments for construction phase services. GCCM Management of: General Conditions - Payments & Completion 1 Retainage Bonds & Escrow Fees 1 Liquidated Damages 1 Costs Not To Be Reimbursed Agreement & General Conditions — Dispute Resolution & Claims 1 Mediation GCCM Management of General Conditions — Miscellaneous Provisions GCCM - Negotiations for scope of work and GMP contract amounts | /Useorsimilar taxes, B & 0 Taxes, Income Taxes Special Conditions - Allowances 161 REVISED 01-30-18 EXHIBIT C - COST ALLOCATION MATRIX 162 COST OF WORK (MACC) X X x NEGOTIATED SUPPORT SERVICES X SPECIFIED GENERAL CONDITIONS X X X X X X X X XX X XX X X X XX XXX X XX LU 11J U_ X X 2 IL H Award of Subcontracts Subcontractua|Re|abons 1 Management�[oo,dinationof[henges� Costs to replace damaged, defectiveconforming work or non - Progress Payments Payments & Completion Subcontracting, including bidding, administration &coon1inaUon Administration | Project Information Project Information by Subcontractors Management of Subcontractor Permits and Fee Permits, Fees & Notices - GCCM Permits, Fees & Notices - Subcontractors Specified General Conditions G.) (1) U- Supplementary Conditions | Administration Protection of Persons & Property Health & Safety Requirements Compliance with Wage Rates Health & Safety Requirements Management of Hazmat Abatement |HazmatAbatement Applications for Payments | Meetings and Minutes other than Preconstruction Project Management Communications Photographic Documentation 1- Schedules and Reports Submittal Administration 1 Certificate of Compliance Certification of No Hazardous Materials REVISED 01-30-18 EXHIBIT C — COST ALLOCATION MATRIX COST OF WORK (MACC) X X X X X X NEGOTIATED SUPPORT SERVICES XX XX X X XXX X X X XX X X SPECIFIED GENERAL CONDITIONS X XXX X X X Li] Lu u_ 2 Li) H GCCM Management of Alteration Project Procedures Regulatory Requirements � GCCM Qualiy Control and Assurance Testing and Inspection Services - Provided by Contractor Testing and Inspection Services - Contractor Coordination Responsibility Temporary Utilities (pith exception of 1.03 A & B) Temporary Electricity Temporary Lighting 1 Temporary Controls - Barriers Temporary Controls - Fencing Temporary Controls - Water Control |Temporary Controls Dust Control Temporary Controls - Pollution Control Temporary Controls - Exterior Enclosures | closures Temporary Controls - Protection Of Installed Work TemporaryContvob-PrntectionO[Exisbng Finishes . Temporary Controls - Vegetation Damage Control |Temporarycontrob-Secuhty Temporary Controls - Traffic Control Temporary Controls - Access Roads & Staging | Temporary Controls - Parking Temporary Controls - Progress Cleaning as part a of subcontractor work scope (see A133 6.5.]) | Progress Cleaning (see A133 6.5.3) | Temporary Controls - Street Cleaning Temporary Controls - Project Sign(s) Temporary Controls - Field Office and Sheds Temporary Controls - Temp. Vertical 163 REVISED 01-30-18 EXHIBIT C — COST ALLOCATION MATRIX 164 COST OF WORK (MACC) X X X x x x x x NEGOTIATED SUPPORT SERVICES x x X X x SPECIFIED GENERAL CONDITIONS x X X XXX X X X X X X X X LU LU X Z LLJ H Temporary Controls - Removal of Utilities, Facilities Maintenance of Traffic Environmental Protection GCCM Management of: Materials & Equipment Materials and Equipment GCCM Management of: Approval For Substitutions & Product Options Substitutions - Modifications to the work by Substitutions Substitutions - Redesign costs GCCM Management of: Delivery, Storage And Handling CD C 25 C ea 1 c fo a) 0) ra L 0 tA >*:, L. a) > --a-) 0 1 Construction Layout - Quality Control Construction Layout - Survey Reference Points Construction Layout - Establish control points Construction Layout - Record benchmarks and dimensions Construction Layout - Surveying for work installation Construction Layout - Re-establish control points Utility Location Requirements GCCM Management of: Cutting & Paving GCCM Management of: Cleaning 1 Cleaning - Cleaning Materials and Equipment Progress Cleaning Cleaning Up Construction Waste management Removal of Rubbish & Debris from Site Cleaning - Dust Control Street Cleaning Cleaning - Closeout Cleaning GCCM Management of: Indoor Air Quality - HVAC Contract Closeout GCCM Management of: Warranties And Bonds ca_ 4—) • Hs 0 L. L. (1) Zs 1- 4.6 LL 4)0 REVISED 01-30-18 EXHIBIT C — COST ALLOCATION MATRIX COST OF WORK (MACC) NEGOTIATED SUPPORT SERVICES SPECIFIED GENERAL CONDITIONS X X X X X Lu Lu LL z GCCM Management of: Operating And Maintenance GCCM Management of: Project Record Documents Documentation and Management Requirements for WSSP GCCM Management, Coordination and Participation of Commissioning Systems Commissioning Participation Apprenticeship Participation Apprenticeship Plan & Quarterly Reporting by the GCCM Lu t 165 166 Init. -AI° 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) BNBuilders, Inc. 2601 Fourth Ave Suite 350 Seattle, WA 98121 for the following Project: (Name and address or location) Tukwila Justice Center Tukwila WA The Architect: (Name, legal status and address) DLR Group 51 University St Suite 600 Seattle, WA 98101 The Owner's Designated Representative: (Name, address and other information) Ethan Bernau Shiels, Obletz, Johnsen, Inc. 101 Yesler Way Suite 606 Seattle, WA 98104Telephone: (206) 838-3705 Email: ethanb@sojsea.com The Construction Manager's Designated Representative: 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 A201TM-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., CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARMING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Alis,® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent ;possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 1 167 (Name, address and other information) Geri Urbas BNBuilders, Inc. 2601 Fourth Ave Suite 350 Seattle, WA 98121 Telephone: (206) 382-3443 Email: Geri.Urbas@bnbuilders.com The Architect's Designated Representative: (Name, address and other information) Erica Loynd DLR Group 51 University St Suite 600 Seattle, WA 98101 Telephone: (206) 461-6059 Email: eloynd@dlrgroup.com The Owner and Construction Manager agree as follows. AIA Document A133TM - 2009 (formerly A121^^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This ALA` Docurnent is protected by U.S. Copyright Law and International Treaties.'Jnauthori;_ed reproduction or distribution of this AiA' Document, or any portion of it, may result in severe civil and criminal penalties, and wit be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 1801:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 168 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 EXHIBIT C COST ALLOCATION MATRIX ARTICLE 1 GENERAL PROVISIONS § 1.1 The Contract Documents The Contract Documents consist of this Agreement, the December 11, 2017, Request for Proposals for General Contractor/Construction. Manager for the Tukwila Justice Center, 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 -I- 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. § 1.2 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 AIA Document A133TM — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this Al/0 Document, or any portion of it, may result in severe 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 01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 3 169 Init. 170 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 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 AIA Document A133T" — 2009 (formerly A121," CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This Ai.A' Document is protected by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAMI Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Init. 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, which is anticipated to be April 2018, and anticipated to be complete in March 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 Al 33 TM — 2009 (formerly A121CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIAti Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:.46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 171 Init. 172 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. .4 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 Al 33' — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1801:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 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 Two Hundred Forty Thousand Dollars ($240,000) (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 AIA Document A133T"" — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiA ' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18.01:46 on 02/26/2018 under Order No,3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 7 173 Init. 174 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, 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 AIA Document A133rA — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING. This MA'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAn Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18.01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Init. 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 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 AIA Document A133TM — 2009 (formerly A121^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AfA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA0 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possibie under the law. This document was produced by AIA software at 1801:46 on 02/26/2018 under Order No_3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 9 175 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 and Construction Manager's payment and performance bonds and liability insurance. § 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 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. AIA Document A133T"' — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. 'WARNING: This AIA" Docurnent is protected by U.S. 'Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Mk' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 176 Init. § 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 Fixed Fee, 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: Prevailing Wage Section, ESAC Department of Labor and Industries P.O. Box 44540 AIA Document A133T" — 2009 (formerly A121,,^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AJAR Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AM.® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1801:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 11 177 Init. 178 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://fortres:s, a.goy/Ini/wageloo(kuplpry Vagelookup.aspz, 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 Department 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 Department 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. § 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 AIA Document A133 T" — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNEt1Gi This Ai;Ah Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis 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 18:0t46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Init. 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. § 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 AIA Document A133T" — 2009 (formerly Al CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING; This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' 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;01:46 on 02/26/2018 under Order No..3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 179 Init. 180 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 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 AIA Document Al 33'm — 2009 (formerly A121^, CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or ~distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Init. 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. § 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 AIA Document Al 33 r" — 2009 (formerly Al 21' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This Alk" 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 ander the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No:3600792784 which expires on 08/30/2018, and is not for resale User Notes: (1366452839) 15 181 Init. 182 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 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. § 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. AIA Document A133TM — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Init. § 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 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. § 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. AIA Document A133'' — 2009 (formerly A121^^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 17 183 Init. 184 § 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. § 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 AIA Document A133T"' - 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA2i Document, or any portion of it, may result in severe civil and criminal penalties, and wit be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) Init. 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) § 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. AIA Document A133TM — 2009 (formerly A121.. CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Docurnant is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AiA® 19 Document, or any portion of d, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18x01:46 on 02/26/2018 under Order No,3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 185 Init. 186 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. 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: AIA Document Al 33TM — 2009 (formerly A121^^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA,' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1801;46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) Init. § 5.1.4 Allocation of Project Costs. Construction Manager shall allocate project costs among Fee, Specified General Conditions, Negotiated Support Services, and Cost of the Work as indicated in the Matrix of Fee, Specific General Conditions, Negotiated Support Services or Cost of Work ("Cost Allocation Matrix") attached as Exhibit C. The items listed in the Cost Allocation Matrix are not intended to be comprehensive, but if there is a conflict between the allocation of an item in the Cost Allocation Matrix and elsewhere in the Contract Documents, the allocation in the Cost Allocation Matrix shall govern. (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. (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. AIA Document A133T" — 2009 (formerly A121 CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIAR 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 18:01:46 on 02/26/2018 under Order No,3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 21 187 Init. 188 § 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 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. AIA Document A133'M - 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING This A{A' Document is protected by U.S. Copyright Law and Internabonal 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 18.01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) Init. § 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 [Intentionally Omitted.] § 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. § 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: AIA Document Al 33T' - 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiA" Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this 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 18'01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 23 189 Init. 190 .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 [f 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. § 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. AIA Document A133T"' - 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiAo Document is protected by U.S. Copyright Law and International Treaties. Unauthorised reproduction or distribution of this Alr-Vil Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Init. 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 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. AIA Document A133" — 2009 (formerly A121*. CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18A1:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 25 191 Init. 192 § 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. 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. Date § 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 AIA Document A133r" — 2009 (formerly A121^, CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this ALA' 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'.01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) Init. .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. § 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. All of the costs for the insurance required of the Construction Manager by Section 11.1 of the A201-2007 and the bonds required by Section 11.4 of the A201-2007 are included within the Construction Manager's Fixed Fee and are not separately reimbursable. If the Owner requires that the Construction Manager procure the builder's risk insurance, it will be as a Negotiated Support Service. AIA Document A133T"' — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING,: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 27 193 Init. 194 (Table deleted) ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Clahn 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. § 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 AIA Document Al 33 T"' — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) Init. 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. § 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 AIA Document A133 M — 2009 (formerly A121^, CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA' 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 AA software at 18:01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 195 Init. 196 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. § 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. AIA Document A133T" — 2009 (formerly A121^^ CMc - 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and crirninal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) Init. 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 the following exhibits, incorporated by reference: Exhibit A: Guaranteed Maximum Price Amendment (to be completed after MACC negotiations) Exhibit B: Construction Manager's Hourly Rates Exhibit C: Cost Allocation Matrix .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 tide) (Printed name and title) AIA Document A133TM — 2009 (formerly A121., CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA0 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 18:0146 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is riot for resale, User Notes: (1366452839) 197 198 Additions and Deletions Report for AIA® Document A1337m — 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 wet 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 18:01:46 on 02/26/2018. 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: (Name, legal status and address) BNBuilders, Inc. 2601 Fourth Ave Suite 350 Seattle, WA 98121 Tukwila Justice Center Tukwila WA DLR Group 51 University St Suite 600 Seattle. WA 98101 Ethan Bernau Shiels, Obletz, Johnsen, Inc. 101 Yesler Way Suite 606 Seattle. WA 98104Telephone: (2061 838-3705 Email: ethanbisoisea.com PAGE2 Geri Urbas BNBuilders, Inc. 2601 Fourth Ave Suite 350 Seattle. WA 98121 Telephone: (2061382-3443 Additions and Deletions Report for AIA Document Al 33'm — 2009 (formerly A121*. CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treatises. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and wit be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01'46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Email: Geri.Urbas a..bnbuilders.com Erica Loynd DLR Group 51 University St Suite 600 Seattle. WA 98101 Telephone: (206) 461-6059 Email: elovnd a dlreroup.com PAGE 3 EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B CONSTRUCTION MANAGER' S HOURLY RATES EXHIBIT C COST ALLOCATION MATRIX The Contract Documents consist of this Agreement, the December 11. 2017. Reuest for Pro.osals for General Contractor/Construction Manager for the Tukwila Justice Center, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed -gxr 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, prroposal 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 • • ,-, • _-- ibed the r°,r..lt. The Contract 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. . -. .. furthering the interc to of the 0...vaer; til: 2f icient conztr»ction administration, ma mma .. ntcer.:ees and superVia.pn; to furnish at al a:.- uppf-wc e.-W6=r:"" i a egifind.. by the Cen`truet on .,tanager and to maks °pay ...crit. ens-ef the Contract Decuments:8 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 Managerand 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 closel 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 anent 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 Additions and Deletions Report for AIA Document Al 33T" — 2009 (formerly A121'- CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. "WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this .AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law This document was produced by AIA software at 1801:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: 2 (1366452839) 199 200 be that of an independent contractor. The Construction Manager is not granted anv express or implied right or authority to assume or create anv 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.joi�ntventures 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 anv 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 ,ro.erly trained and fully equipped to rovide any necessary reasonable accommodations to erform their assi • ned tasks. The Construction Mana enable Construction Manager's staff to perform assi • er shall ned tasks. & 1.2.4 The parties agree that no person suplied by Construction Manager in the performance of obligations under this A• reement is an em.loyee 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 .ersons. Construction Manager shall have total responsibility for all salaries, wages, bonuses. retirements. withholdings. worker's compensation, other em lovee benefits and all taxes and insurance premiums pertinent thereto concerning such persons used by them in the performance of this Contract:and Construction Mana • er shall indemnify. defend, save and hold the Owner harmless, with resect 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 Gaiistftiie r s: .- •_ ` _ : -a '_. 4 Abeeme4/4,Construction as modified by Owner ("A201-2007"). and those terms that are identified in this Agreement or the A201-2007 as as elicable 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-prclirnioary L :: t rn ,"e . preconstruction services, includin• but not limited to: b ' 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 sackages (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 Additions and Deletions Report for AIA Document A133T"' — 2009 (formerly Al 21 CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AA® 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 rnaximurn extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) of the work in a manner which supports the Owner's efforts to maintain the MACC. Both the Construction Mana• er 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. which is anttcipated to be April 2018. and anticipated to be complete in March 2019. PAGE 5 The Construction Manager shall cchcdwic and zer s -consistent with the Pro ec -13! 3:•- i rid e ;=kireirents for precetr_ - • ' ' • .actively particiate as a member of the Project team with the Owner and the Architect during the desiennnhases prior to construction. The purpose of this consulting responsibility is to provide the expertise necessary to ensure that the MACC and the Pro•ect 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 , rovide or oversee the services of the Construction Manager to ensure development of a high _quality. functional. constructible and cost- effective Project. uld aff ct the Project's time.y oompiotie~ T1 .1 General Preconstruction Services 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. timereauirements for rprocurement and construction. means and methods. estimates and projected costs as necessary tomeet 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 Mana• er 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 Additions and Deletions Report for AIA Document Al 33T° - 2009 (formerly A121., CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 4 reproduction or distribution of this Document, or any portion of it, rnay result in severe 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;01;46 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 201 202 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 P�ect. E. Perform other preconstruction administration and planning services as required by the Owner's Designated Representative. .3 Desi n 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 e gineering ("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 id f 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 refected. 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. Pro.ose a breakdown of bid package and work buy out. .4 Work for Construction Documents The Construction Manager shall provide the following services during the Construction Document phase: A. Determine subcontract bid .ackaees and material procurement packages and identify those that could be advertised prior to the completion of construction documents. If the Owner's Designated Re rese�ntative 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 lona 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 weeklvjdates 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 Additions and Deletions Report for AIA Document Al 33T" — 2009 (formerly Al CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This .AIA' Document is protected by 'U.3. Copyright Law and International Treatises. 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 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) a roved b 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 Pro'ect 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 Desienated 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 Des ggated 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 adiust 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 com.ared to other estimates. Formats will be coordinated with those used by the Architect. The Construction Manager shall monitor and update the budget each month corrective action with the Owner's Designated Representative and Architect at and discuss the need for progress meetings. 13. 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. p C. Evaluate the availability and su ply of labor and materials and the effect of market conditions on the, budget, including thepossibilit of foreign-.urchased materials. D. Prepare budget for long lead items. Additions and Deletions Report for AIA Document A133T" — 2009 (formerly Al 21,^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AZAR Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6 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 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 203 204 § 2.1.4 seel-Constr-Lietion ,prd-to accelerated -or f3st4raeok-6614e4t4ing; apr-shal44ake-into-Gonsideratiort cost reductions, cost 'es-and-proc.urernentanel zonstrustion-se-heelt4ing4ssues: Allowance for Preconstruction Services and Compensation for Preconstruction Services 4 2.1.4.1 The Owner has established an allowance for Preconstruction Services of Two Hundred Forty Thousand Dollars ($240.000) (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 Mana• er 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 ompensation 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 ex enses 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 Proiect. the cost of such services shall be included in the MACC or shall be paid as an additional service based on the Construction Mana•er's billin• rate for such services. as shown in Exhibit B hereto. and ex enses. 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. plocurement. 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. 0 h -or the ereatof prograw, requirer=ts us•ing ar ,a3 estimating techniques far the Architect's review and Owner' yetemarthe Cor+etruction Manager shall provide c st Constructi n Ma -eparation of the Schematic Dei, Design-Deveh—.:pment and ...,dateratappropriate-int the-Gest of-the-Worle-g-ia-c-reaeinz--; • • -+• en a Guaranteed Maximum Price far the Work. Sue41-estimates sha14-he prcvided for the Archie Owner's approval. The C -istruction .Manager &ha!! i,nfor.. § 2.1.6 .1 iereNotices and Compliance with Laws The Construction Manager shall €.1 bi-dderal-interesti the Project. comply with applicable laws. statutes, ordinances. charters. codes. rules and regulations. and lawful orders of public authorities applicable to its performance Additions and Deletions Report for AIA Document Al 33'm — 2009 (formerly A121 CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. VVARNING: This AA! 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 crirninal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 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. .�m a pre:: she!! prccurc the of the Guaranteed as part cf the .-.gs and § 2.2 of Total Contract Cost (TCC) § 2.2.1 A4 -t' _ieGuaranteed Maximum Price Proposal and Establishment ,,....w; -,-tet'"- 'e _ _... . The Total Contract Cost will be determined through a negotiation of the MACC conducted when Construction Documents are 90%complete. The MACC negotiations are se,arate from Preconstruction Services. and the Construction Manager shall not be reimbursed for the work related to MACC negotiations. § 2.2.2 t":e. Architect, the e-s�,l~.t inel - required, shall h_ .e aeveta��:..e=.t _fit, ^II ,.fwhich :f .Guaranteed Maximum Price Proposal. At a time to be mutually a• reed 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 .roposal 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 a.plicable Washington State sales tax. § 2.2.3 h 4- A !Ltofthe 4tg 'ae:' Contract; f ktYee. rasal. e: i enicntCf prep: rathe -nd contain..d ... the D'rw.. i g; a::d Specifications; r:'eerineln..i..b :t Manager's Fee; "allew'a reess,'"e t Additions and Deletions Report for AIA Document AI33TM 2009 (formerly A121.^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute - of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 8 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 !aw. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 205 206 d is based; and tial C 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 Mana• er and the Owner. and established by the Guaranteed Maximum Price Amendment. The Construction Manager shall not be reimbursed for anv 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 anv existing structures. and that it has satisfied itself as to the nature. location, character. quality and auantitv 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 Proiect 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. dis.osal. handling and storage of materials, equipment and other items: availability and quality of labor, water. electtric_power and utilities; availability and condition of roads: normal climatic conditions and seasons; physical conditions at the Pro'ect site and the surrounding locality topography: and eauipment and facilities needed 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. prelimina By executing the Guaranteed Maximum Price Amendment. the Construction Manager further acknowled•es 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. all phases. shall advise and work with the Owner. Architect and consultants and Subcontractors 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. durin to make 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 re uire. authorize or .ermit the Construction Mana•er to perform any act which would constitute the .ractice of architecture .rofessional 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 t rig -the C i . zv.. ohall f aclude s reimbursable as the C 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 mutuallvagreed 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. ke-Gens, uct:3:: Manager, 'er-these ansa & 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 Mana• er reasonably should have detected. or interference between Subcontractors and the Construction Manager or between Subcontractors and other Subcontractors. If contingenc 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 Asaprt of the MACC negotiations. the Construction Manager shall provide the Owner a com.lete cost estimate in a format agreed to by the Owner and Architect and a Subcontract Plan satisfactory to the Owner outlining Additions and Deletions Report for AIA Document Al 33TM — 2009 (formerly Al 21T. CMC - 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 reproduction or distribution of this AIA,' Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18;01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (1366452839) the subcontract packages and procurement schedule for each package the Construction Manager intends to prepare to execute the Pro'ect. The Subcontract Plan shall include a statement regarding the Work the Construction Mana• er intends to self -perform (if any) and an affidavit stipulating that the Construction Manager customarily performs such work. 2.2.4.4 Su s . lemental Contract Documents. The Construction Manager reco • nizes 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 scone 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 reduirements 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 „tomestablish 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 bv. 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 re uired or described by. or referred to in. the Contract Documents then available and developesk prz.,ented, they- a r wb uara .tcct! Maxirri ... Construction Manager' s Fee and Specified General Conditions 2.2.5.1 Construction Manager's Fee. The Construction Mana er's "Fixed Fee" shall be stated as a percentage in Construction Mana•er's final bid proposal and Article 5. Other than Washin ton State Sales Tax. Construction Manager's "Fixed Fee" shall cover all B&O taxes owed b 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 ex enses of the Construction Manager during construction phase and all general home office staff time assigned to this Project and Construction Manager's payment and performance bonds and liability insurance. 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. er: cat,c hall=.t fo!e agreed-upon po ..; high it is based. Additions and Deletions Report for AIA Document A1331' — 2009 (formerly A121" CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 10 eor oduction 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 18:01A6 on 02/26/2018 under Order No,3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 207 208 Negotiated Support Services iricorpor The Ow revise:1 co5ts-.- 'la!! tify the Ov.rncr and .\ re er or not yet effectivc, at the § 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 overaaes: rovided, 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 Construeger's continency 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. includina. but not limited to: labor and materials: Test Enaineer: participation in and the support of the Subcontractor bidding process of the Project: reproduction of documents e.g.. plans. blueprints, slop 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 charaes: proiect construction administration softwarele.g.. scheduling software. set-up of project computer network. rdect com suter • surve and la out: temporary utilities (e.g., power. water. natural gas. etc.): temporary sanitation (e.g.. temporary latrines. drop boxes. janitorial services. etc.): temporary heating: temporary weather moitctipiLtemporary drinking water: temporary structures (e.a., craft dry shacks set-up of craft dry shacks, miscellaneous temporary structure/safety, structures. etc.): temporary parkinajor salaried proiect staffina: temporary fimprotection (e.g.. construction related fire extinguishers and fire stand -pipe system. etc.): proiect safety (e.g., drug and alcohol tests. safetyt and awards, temporary railinas, ladders and barricades. progress cleanup, traffic control and flaaaing. site and street cleaning. dust control, etc.): first aid • barricades and temporary fences around the site: temporary sianage: field office equipment: supplies and furnittilg., facsimile, computers, printers, copy machines. desks. filing_glinets, other incidental office expenses. etc.): telephone and postage (e.g.. telephone hookup. cellular telephones. local and long distance charaes. postage. express mailing. computer line charaes. initial set-up of computer line. etc.): travel: Subcontractor insurance and bond premiums: and other incidental expenses attributable to the Work on this Proiect. excluding Work that is included in the "Specified General Conditions Work," or is included in the MACC. and system maintenance. etc. § 2.2.7 Performance and Payment Bond. One month prior to the Notice to Proceed for Construction. the Construction Manner 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 Fixed Fee. and therefore will be borne by Construction Manner 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. exce t 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 proiect. PAGE 11 Additions and Deletions Report for AIA Document A133" — 2009 (formerly A121. CMc - 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA'D Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAit Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:31:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) tz 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 supoporrt the construction effort; and preparation of Subcontractor bid packages. Construction management services shall be RrOyided 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 Pro'ect 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 collaborativel and •roactively with the Owner and Architect to .roceed with the plannin•. 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 andlproactive, both participating on the same team with the Owner. V2.3.1.5 Work During Construction. During construction the Construction Manager shall •rovide all services re uired 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 Proiect within the dollar limits of the TCC. The Construction Manager shall coordinate with the Owner's Proiect Representative. Representatives from the Architect will be on site as necessary to provide design support. working through the Owner. Weekly construction coordination meetin • s 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/OC) 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 Ch Ater 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. X360) 902-5335 6 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 ManagerandSubcontractors must observe overtime. holiday. and Code provisions that are,,,,,,,,,,,,„„ part of the Prevailing Wage Rate. The most current Schedule of Washington State Prevailing Wage Rates for King County is located at httus://fort ss,wa.nov/Ini/v%agelook uo/nrvWagelookup,asp.x.. and is incorporated by reference in this Agreement. except as amended or superseded by new current Prevailing Wage Rates. Codes, Laws. or other Governing Additions and Deletions Report for AIA Document Al 33T' — 2009 (formerly A121,, CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 12 reproduction or distribution of this ALAR Document, or any portion of it, may result in severe civil and criminal penalties, and evil) be prosecuted to the. maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 209 210 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. el In the event anv 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 Department of Labor and Industries, and the Director's decision shall be final, conclusive. and binding on all parties involved in the dispute. 61.3..1.7.3 A "Statement of Intent to Pav 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 lication for Pa ment and as a condition precedent to anv payment. Payment will not be released until the required A • Statement of Intent to Pav Prevailing Wages is received by Owner. § 2.3.1.7.4 Construction Manager shallspost 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 durin• the term of this Agreement. 2.3.1.7.6 The Department of Labor and Industries reauires a fee, to be paid at the time of submittal. for both the Statement of Intent to Pav 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. 4 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 u on request. § 2.3.2 Construction Administration and Management. The Construction Manager shall: § 2.3.2.1 Those-po titin f -the Work that ttho Cc nstr cti M C.nstructterg • �Rlst e4ion Managcr °hall btain bids. The Con:Artie .. b_ .,hall obtain bids from Satoortra ra �.----..' .. _.•1. _ _ ... _ 1, . _,J ..L. 1: .. «,. .,.L. :,7,. F k1, A--L.•f.,.F mL, accepted. The Coil: tructi r Mar :.gv' al?£ ??et be required to _ Rtract with anyone to whom i •eatiethManage 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 ConstructionManager's 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 req . iredmto 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 approvalof staff changes. § 2.3.2.2 the C;uafa .- O xner by the Co.^.etr that ..orifi rm: to the L,,.♦ ♦L._.. L,•,! is qual:rcd to perf- anda the Guara�. _ Additions and Deletions Report for AIA Document A133T" — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA'R 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 18.01A6 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) :ignated by the Own er.Coordinate all on-site activities. rovide ongoing coordination between crafts. rovide control, settle disputes between Subcontractors, negotiate anv modification proposals with the Subcontractors (Owner expects the Construction Manager to negotiate with Subcontractors but reserves the right to re'ect an Subcontractor pro. otiate modification.ro.osals with the Owner, revise and forward submittals and re osal),, uests for information (RFIs) to Owner for action. and respond to all correspondence related to the effort required for anv procurement activities that arise from a Subcontractor's inability or unwillingness to perform. § 2.3.2.3 shall not be awa c . arded on a cost ob=ixts €this .Agreement, and ,nt of tl -O--+ ter -1 -the Subcontract is, e a_a tc ew:Conduct weekl.roeress meeting(s) and weekly Subcontractor meetine(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 re.uested by Owner. § 2.3.2.4 according to Section 6.19, t • _orsi: e4 a "related party" ,wneru. w -'*'-g of such tom, ecce:"b _ arate trades for their own work. to 6.10.2.Coordinate general building layout, including layout work insure that no conflict exists with the work of other trades. § 2.3.2.5 Pr itis-tf-i4ute ra i,. § 2.3.2.6 'ss -such scatters as proecclar=: ; st-Develop site safety plan and manage • ,, •.._ _ .l .1,. �7 ..1 4 -.a v; ith Section 3.10 of A201 20074. Provide sufficient staff. including but not limited to proiect 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 acce.table. B. RFIs are reviewed and forwarded to Owner within three 3 working days of receipt. unless a shorter agjp.Ld 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 behalfoftheir firm to be present to coordinate and insure that any outstandt�, Work items, punch -lists, testing and commissioning arecompleted. at no additional cost to the Owner., § 2.3.2.7 4.. to y4 .el cr, the CORStifiletietli-Meraagr shall percentages f. Inti ::alee available to t'.kV ar - Additions and Deletions Report for AIA Document A133T" — 2009 (formerly A121 ^^ CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiA" Document is protected by U.S. Copyright Law and lnternationa 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 maximurn extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 14 (1366452839) 211 212 .Administer all construction correspondence and maintain a document tracking and filing system for the Proiect. Participate in community meetings, meetings with regulatory agencies. City Council and committee meetings as requested by Owner's Designated Representative. 6 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. 613.3 Bidding and Subcontract Plan 6 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 contingencv. 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 o enin • s. 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. §_2.3.3.3Prior 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-.erform" 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. X2,3.3,5 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 bide estimate by more than the amount permitting neeotiations, the Construction Manager shall award the bifid apkaee 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 Mana er. If contingencv funds are available within the MACC. Construction Manager may use said funds to offset these costs. If contingencyfunds are not available within the MACC Construction Manager willberesponsible for the overages. ,§1....3.3.8 If any Subcontractor to whom a Bid Package has been awarded is unable to .erform,theConstruction Additions and Deletions Report for AIA Document A133T" — 2009 (formerly A121." CMc 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction; or distribution of this AIAT Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Law. This document was produced by AIA software at 18:01.46 on 02/26/2018 under Order No,3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 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 ex ennditures. 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 Proiect. with approval of Owner. this column need not be printed in each monthly report. This column must. however. be maintained and be available u,on the Owner's request. § 2.3.5.2 Final Bid Package Estimate Ad'ustments. To be used to record ad'ustments in the Final Bid Package Estimate. 6 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. 6 2.3.5.5 Subcontract. This column shall reflect the amounts encumbered less chane 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 6 2.3.5.9 Expended to Date. This column shall reflect the amount paid to the Construction Manager from the Owner. 6 2.3.5.10 Expended Prior Period. This column shall reflect the amount recorded in the month re ort immediately receding 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. 6 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 asadjusted 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: Additions and Deletions Report for AIA Document A133T" — 2009 (formerly A121., CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this .AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01,46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale User Notes: 16 (1366452839) 21 3 214 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. uma Prepare monthly cost reiorts. 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 Pre are independent cost estimates for Subcontractor chan • e 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. 12,17 Schedule. The Construction Manager shall: 2.3.7.1 Develop and keep current a master critical path schedule ("CPM"1 for the project as required bvA201-2007 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 monthl progress. 4 2.3.8 Quality Control/Qualit Assurance. 4 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 1 A/S C plan for the Project to complement the Owner 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. 4 2.3.8.3 The Construction Manager shall review the Owner's testing and inspection reports and. where required. take appropriate remedial actions. 4 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. Additions and Deletions Report for AIA Document33TM — (formerly2003).Copyright by American Institute AlA133 2009 former) A121^^ CMc - Co ri ht ©1991, 2003 and 2009 The of Architects. All rights reserved. WAiRNiNG: This :MA') Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AAA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1801:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) § 2.3.9 Procurement. The Construction Manaeershall: § 2.3.9.1 Prepare and maintain a detailed .rocurement schedule for all direct Owner -purchased materials. furnishings. fixtures. and equipment. 2.3.9.2 Coordinate deliver and installation of Owner-.urchased items. § 2.3.10 Commissioning, Test, Close Out. 2.3.10.1 Substantial Com.letion. 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 protect. • 2.3.10.3 The Construction Manager shall . repare 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 pre.arine as -built drawings in accordance with the Contract Documents. § 2.3.10.7 The Construction Manager shall prepare closeout documentation acceptable to the Cit of Tukwila. 6 2.3.11 Time of Completion, Liquidated Damages. 6 2.3.11.1 The Construction Manager shall achieve Substantial Completion. Physical Completion. and Final Completion of the Work of this Proiect on or before the date stated in the Guaranteed Maximum Price Amendment for each phase of the Proiect. The terms "Substantial Com letion," "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 ex. ense. 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 amon• the following remedies: 11 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 21 terminate this Agreement and bring action, including without limitation for breach of contract seeking actual damages. 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 .arties shall endeavor to .romote harmony and coo.eration 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 Additions and Deletions Report for AIA Document A133T" - 2009 (formerly A121- CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIM' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 18 reproduction or distribution of this ArA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 215 216 the Project in accordance with the requirements of the Contract. including but not limited to, the Contract Time and the Total Contract Cost. PAGE 17 2.6 Subcontractin § 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 otherwiserove ided 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 packaee(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 reauired to be written. signed. and submitted in a sealed envelope at a specific time and to a specific location. where the bids will be .ublicly opened and read aloud. 2�6.3�2 AIIITSubcontractorblds shall include the followina anguagem 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 as .ro.riated sufficient funds for the goods or services required for a bid package in order to roceed 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. oreuigtable relief. S 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. Anv such calls to the Owner will be referred to the Construction Manager. § 2.6.3.5 When critical to the successful com.tetion 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 res.onsible bidder submitting the low responsive bid. The requirements of RCW 39.30.380 through .410 a.ply to each subcontract bid package. The Construction Manager shall be res ons_ or ensuring all of these requirements are com.lied with. The Construction Manager will describe responsiveness reuirements and bidding procedures in Additions and Deletions Report for AIA Document Al33T"' — 2009 (formerly Al21TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This .A'JA'' Document is protected by U.S. copyright Law and International Treaties. Unauthorized 19 reproduction or distribution of this Alia' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale User Notes: (1366452839) each bid solicitation and will review the requirements and procedures with the Owner prior to issuing each bid solicitation. • 2.6.4 The Construction Mana• er shall corral 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 anv 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 anv sensory. mental or physical handicap, unless based upon a bona fide occupational qualification. 2.7.3 Disadvantaged Business Enter rise 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_ q forth iany federal re • ulations or award: provided. however, that any affirmative action requirements set forth i, n 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 handica . 3. Record -Keeping. The Construction Manager shall maintain. for at least twelve (121 months after completion of this Contract. relevant records and information necessary to document the Construction Manager's utilization of DBEs and other businesses as Subcontractorsandsuppliers 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 vtolationof 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 k formatio :rd-Sr? _ ed f- Information Re • uired of the Owner The Owner shall provide information with reasonable promptness. regarding re uij cements for and limitations on the Project. en -the -P. including `?v fitt:... Additions and Deletions Report for AIA Document A133'"' - 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AR' 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 civii and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale User Notes: (1366452839) 21 7 218 3... in writing that- - . t e-04,, n f•f$'i k= t r tr.ges the fegar _- r; After. 4 e Owne contract. Thcfcafter, the C nstructica'.`.laaaggr may :11y request such evidence if ( notice tc the Coastruetion Manager and Architect,. § 3.1.3 Ti. of r the -Cost of the Fe -Wed -4e • f '- W.efl4;-the-4wr}er shall tctifj the Ccnstrrct'c Costs, and (3) reqs ruble c Rtingeffeies • furrii rh with sefiiccs. The C t#e Qat of !tet-cha!! excrci:e prope iacludc b:it arc not lame" to eer.tc f '—ate ;.mssi. prib atereh-a e.. d..b c . ._ d t 249j t hcrchrnarh. cs are request, shall furnish ;crus -€;f geotechnical engineers, which may ccssary cperatiens § 3.1.4.4 During the Construction Phase, w rdcr the Owner's control and r e'..e ant to the promptnca, after receiving t! -Cen- .. see;ices required of the n..,„er G y the eff 4t any oth :s er- rw .gree of ".c !_ -. The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative Designated Reiresentative 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 au... ,_.i .Designated Representative. PAGE 19 Additions and Deletions Report for AIA Document Al33TM' — 2009 (formerly A121,. CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 21 reproduction or distribution of this MA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This document was produced by AIA software at 1801:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) The Owner shall retain an Architect to provide services, dies -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. PAGE 20 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 '' of the watt 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 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. cther.ti'ise ... . Construction Manager, on a monthly basis. may invoice the Owner for Preconstruction Serviceseperformed in the 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 Mana• er other than reimbursables. Reimbursables must be accompanied by appropriate receipts or other evidence of ex endip ture. Reimbursables are for items such as lone distance travel. research. copving and documentation. etc. rior With regard to travel. the Preconstruction Services NTE Limit includes local travel and parking costs. but does not include the costs of long distance tri sp 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 lodcingmand 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 r Y .gar ii:terec prevailing from time to time at the principal place of bueincJ. of (Insert rate of;n.ar `lel} eef-et the legal rkta % thirty (301 days after presentation of the Construction Manager's invoice subject to Owner's right tom withhold payment under the Contract Documents. § 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 swot = . T! ?ttract Sum is the Coca €4--4'or'k we 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. 1.. er other provisris;t F'ee4(Stated as a vercentageof Cost of the Wort, -~gorLs Additions and Deletions Report for AIA Document A133T", — 2009 (formerly A121 CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA', Docurnent is protected by U.S. 'Copyright Law and International Treaties. Unauthorized reproduction or distribution of this .A An Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 18.01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 22 (1366452839) 219 220 § 5.1.2 The method f adju tmmt f the Canstructi , . Manage ., Conditions: § 5.1.3 Worlc:The Negotiated Support Services: PAGE 21 :Specified General "c? of.its § 5.1.4.E _ _ _ g . _ ... _.'_ _ � cc' ��_ . ( n�) fthe. standard r.tc :Allocation ofProjectCosts. Construction Manager shall allocate project costs among Fee. Specified General Conditions. Negotiated Support Services. and Cost of the Work as indicated in the Matrix of Fee. Specific General Conditions. Negotiated Support Services or Cost of Work ("Cost Allocation Matrix") attached as Exhibit C. The items listed in the Cost Matrix are not intended to be comprehensive. but if there is a conflict between the allocation of an item .,. in the Cost Allocation Matrix and elsewhere in the Contract Documennts, the allocation in the Cost Allocation Matrix shall govern. 0.1.5 Unit prices, if any: item 'f t ' J •::ICi'a 7.S, ✓ _i;:;', to ; 't:i: t it:,, t i r' ffiee Will be yp1iCabh .) to ' Rf4 e per Unit ($0.00) § 5.2 G- -: = _ PriMaximum Allowable Construction Cost § 5.2.1 The Construction Manager guarantees that the Contract &a- " Cost of the Work for the Construction Phase and Negotiated Support Services shall not collectivel 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 vice, and Negotiated Support Services collectively exceed the Maximum Allowable Construction Cost. the Construction Manager shall bear such costs in excess of the C ae tee4-44,4131.4,1m Price Maximum Allowable Construction Cost without reimbursement or additional compensation from the Owner. § 5.2.2 The _ .- r: 'r 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. § 5.3.2 Adjustments to the -:, a:::- " 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), tl s-calculattton. of "cost" and "fee" as used in Section 7.33.3 of AIA Document A201-2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201-2007 shall have tha msaningc assigned t them in .,.^, 1 2007. a-witht c _ _ h� Owner's pri r _ansent n the basis o east plus a f thoce sµucontracts.be consistent with Section 7.5 of A201- § 5.3.4 In calculating adjustments to the G::arai teed Maxim= = Pri: c, 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 meanthis Agreement.be consistent with Section 7.5 of A201-2007.. Additions and Deletions Report for AIA Document A133T" - 2009 (formerly A121" CMC - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. '/ARNiNG: This A1A'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of :his AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18.01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) §-54.5 If nc specific provision is made in Section. 5.1.2 for cdj°u trrr la 4a ordingi § 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 Notwithstandine 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 Neeotiated Support Services, even if set forth in Sections 6.1 through 6.7. PAGE 22 tationed at at t he Corset =t gee'c ,principal, or he included, w'.hethee :3 Intentionally Omitted.] § 6.2.3 W gei r the Wo -'.-.. 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 6.2.1. PAGE 23 .1 -Intentionally Omitted.] irectly the Coat'ftiet § 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 G raateed Mai tini-P4€e 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 g+.earantecd. .. .. • MACC to be exceeded; and Additions and Deletions Report for AIA Document Al 33TM — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This MAT Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 24 reproduction or distribution of this MAT Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 221 222 § 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. 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 t i audito s, 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 erson or entity permitted to perform work in connection with or related to the Work. PAGE 25 § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the fzoa."., e: as follows:month. § 7.1.3 Provided that an Application for Payment is _ "' `i;- e complete, accurate, and contains the required accompanying documentation. the Owner shall make payment of the certified amount to the Construction Manager Ate `. - r . ti for Payme s .. v,,Itier-r"4et^x::cr than gedcra4within thirty (30) days of the Certificate for Payment or such other time as may bemmrecLuired 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 Additions and Deletions Report for AIA Document A133'm — 2009 (formerly A121'- CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by ',LS. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAird Document, or any portion of d, may result in severe civil and criminal penalties, and will he prosecuted to the maxim=um extent oossib;e under the law.. This document was produced by AIA software at 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) Payment by (b) the share of the schedule of values. MACC allocated to that portion of the Work in the .1 Take that portion of the G 4 xima Pfiee 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 duri OE fh t er od by the share of the 1444,44-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 - _ un: Pr -i 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, 1 ss r ctai ° :`. 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 tho Genstruction r a > .4 Subtract retainage of performs;five,percent (5 %) from the sum of Subsections .1 through .3 above; .5 Subtract the aggfeg ,:. by the Own; 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 4—.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. et; 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 obligationsofthe 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 a..Iicable box below and affixing signature and date. 1 Construction Manager hereby elects to have the retained percentace of this Agreement held in a non- intereabsziga fund by the Owner until sixty (60) days following the Final Completion Date. I- 1 Bond in lieu of retainage. f1 Construction Mana• er 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. ZipCode of Financial Institution Additions and Deletions Report for AIA Document Al33T"' - 2009 (formerly A121., CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WAi/tNi.NG: This AA® Document is protected by U.S. Copyright Law and International Treaties., Unauthorized 26 reproduction or distribution of this AiAi' Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possibie under the law. This document was produced by AIA software at 18101;46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 223 224 PAGE 27 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-Aetm hr 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: ' Gei-lifient,_µ,; : ~ :.7 Affidavits from the Construction Manager approved by the Industrial Statistician of the Washington State Department of Labor and Industries stating that the Construction Manaeer and all Subcontractors and material suppliers for the project have been_naid in full (Affidavit of Wages Paid): and .8 Owner's governing body has taken formal action to acce t thep 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 r ^ : - 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 ~cr t cf t!:c d to &;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 Arch ct is not r csr- '1.e-Foy-terify,i::b he -nee y f•t? § 7.2.4 If, subsequent to final . a ager. i enr&payment, the Owner' requests Construction, Mana er to perform services that would require the Construction Manager to incur costs described in Section 6.1.1 and not excluded by Section 6: c rrect dcf2otiv e ;neon. orrni::g WorlE76.8, 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 ap i roves the estimate in writing, the Owner shall reimburse the Construction Manager such costs and the C.. - - gefac Fec applicab!c thereto cn the -'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 Additions and Deletions Report for AIA Document Al 33T' — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AEADocument is protected by J.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 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1366452839) 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 " A201 2007,.11.4 of AIA Document A201-2007. All of the costs for the insurance required of the Construction Manager by Section 11.1 of the A201-2007 and the bonds required by Section 11.4 of the A201-2007 are included within the Construction Manager's Fixed Fee and are not separately reimbursable. If the Owner requires that the Construction Manager procure the builder's risk insurance. it will be as a Neeotiated Support Service. 040) PAGE 28 § 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: [n ] Litigation in a court of competent jurisdiction in Kine County. Washineton. Initial Decision Maker — To be determined. § 10.1 m Allowable Construction Cost 'GeTermination 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 ecmpensatien set forth i e Scctian 4A-Preconstruction Services NTE Limit (or, if not established. then the Preconstruction Services Allowance) multiplied by the percentage of the total Preconstruction Services actually performed. .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 4-3 ; if the Coritruction Manager's Foo is stat-' as a fixed .,u....: -tit .11" £i= of tc:,.....atio.. Sea.s to a reas3nable estir.at . f the preba'l.,.,t and PAGE 29 § 10.2 T-ef-mlnati ctuentto Allowance Construction Cost •_Termination Subsequent to Establishing Maximum Additions and Deletions Report for AIA Document m�( y2003).Copyright by n. I. ute p rrA133T"' — 2009 former) AlA121TM CMc - Co ri ht ©1991, 2003 and 2009 The American Institute of Architects, All rights reserved. WARNING: This 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 18:01:46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale User Notes: (1366452839) 225 226 § 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 -ual'.y co pl2tc' above. 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. § 11.1 Terms in this Agreement shall have the same meaning as those in x"1201 2041 A201 2007, except where otherwise stated herein. The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Ncithcr the Obs'ncr {7 ith — •-•f .. k.. ll.. e„v ,3�f•n,...t tha • D" a in 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 meanines 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 jovernmental 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 reuired to com.lete the installation. „11.5.2 Rights andRemedies. No action or failure to act by Owner or Architect shall constitute a waiyer of a richt 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 da of tv he 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 com utation. § 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. Additions and Deletions Report for AIA Document Al — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA`' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 29 reproduction or distribution or this ARA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the Jaw. This document was produced by AIA software at 18;:01 46 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 11.5.6 Third—partv Agreements. The Contract Documents shall not be construed to create a contractual relationshi 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. 8 11.5.10 Applicable Law: Venue. The Contract shall be construed and inte .reted in accordance with the laws of the State of Washington. The venue of any action brought under the Contract shall be in the Su erior 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 Cations. The titles of sections are for convenience only and do not define or limit the contents. §115,13 Invalidity of Particular Provisions. A judicial determination that anv term, provision, condition, or other or ftion of the Contract, or its application. is inoperative, invalid. or unenforceable shall not affect the remaining terms, provisions. conditions, or other .onions of the Contract. nor shall such a determination affect the a, • lication 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, andincluding the following exhibits, incorporated by reference: Exhibit A: Guaranteed Maximum Price Amendment to be com.leted after MACC negotiations) Exhibit B: Construction Manager's Hourly Rates Exhibit C: Cost Allocation Matrix .2 AIA Document A201-2007, General Conditions of the Contract for Cep r4Riet4finConstrto modified by the parties .5 Other documents: this Agreement or the A201-2007.: :..tt. documents identified as Contract documents in Additions and Deletions Report for AIA Document A133T" - 2009 (formerly A121., CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING::: This AIA' Document is protected by US. Copyright Law and International Treaties. Unauthorized 30 reproduction or distribution of this AIA -I) Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This document was produced by AIA software at 18.01:46 on 02/26/2018 under Order No,3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 227 228 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 18:01:46 on 02/26/2018 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 A133TM -- 2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401" — 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Allacti Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 18.01:46 on 02/26/2018 under Order No,3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 229 230 Init. AlA Document A201' - 2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Tukwila Justice Center 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) DLR Group 51 University St Suite 600 Seattle, WA 98101 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 1 reproduction or distribution of this AIAc' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 231 Init. 232 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, 7.3.7,73.9,8.1.3,8.3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, 13.5.2, 15.2, 15.3 Architect's Inspections 3.7.4,4.2.2,4.2.9,9.4.2,9.83,9.9.2,9.10.1, 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, 3.7.4,3.7.5,3.9.2,3.93,3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2,5.2,6.2.2,7,83.1,9.2,93,9.4,9.5, 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 T"' — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by'J.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 1T59 51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) 2 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 2.2.1,3.11,4.2.8,7,7.2.1,7.3.1,7.4,8.3.1,93.1.1, 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" — 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 rasolt in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: 3 (3B9ADA2B) 233 Init. 234 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 3.10,3.11,3.12.4,4.2.7,5.2.1,5.23,9.2,93,9.8.2, 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, 7.3.7,73.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 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 2007. Copyright © 1911, 1915, 1918, 1925, 1937, Tm — 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 lnternationai Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may resuit in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:5951 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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 l 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, 113.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 AIA Document A201 " — 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 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 17:59,51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 235 5 Init. 236 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, 9.10,10.2.2,10.3,11.1.3,113.6,12.2.2.1,13.3,14, 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, 7.2.1,7.3.1,8.2.2,8.3.1,93.1,9.3.2,9.5.1,9.6.4, 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 4.2.5,4.2.9,93.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 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, 14.23, 15.1.3 PAYMENTS AND COMPLETION 9 AIA Document A201" — 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 reoroduction or distribution of this .AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 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 33.2,3.18,4.2.3,5.3.1,6.1.3,6.2,6.3,9.5.1, 10 Retainage 93.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 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 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.13,9.2,9.8.2 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 1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,53,5.4,9.3.1.2, 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, 93, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 AIA Document A201 ". - 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'f 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 he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59;51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale User Notes: 7 (3B9ADA2B) 237 Init. 238 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 3.1.3,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.83,9.9.2, 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 23,2.4,3.3.1,3.9,3.12.9,3.12.10,5.2.1,8.2.2,9.7, 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 O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This MA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Alike' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) 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" — 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 AA t' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 9 reproduction or distribution of this AIA'' Document, or any porton of it, may result in severe Civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 175951 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 239 Init. 240 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 T" - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This ALAI,' Document is protected by U.S. Copyright Lawry and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in severs civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17159:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 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 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 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. § 1.1.8 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. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. 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 .AlA' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 11 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17,5951 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 241 Init. 242 § 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 Ethan Bernau, of 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 r — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING. This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 12 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17.59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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 13 reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximurn extent possible .ander the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 243 Init. 244 § 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_ 2007. Copyright © 1911 1915 1918 1925 1937 1951 1958,, , , , , 1961 1963 1966 1970 1976 1 rM , , , , , , 987, 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 17:5951 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) 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" — 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 AtA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AZAR Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17.59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: 15 (3B9ADA2B) 245 Init. 246 § 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 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 17:59.51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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 r — 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 17 reproduction or distribution of this AIA'' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 247 ^7 Init. 248 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 T" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties, Unauthorized r=production or distribution of this A(A Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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 T"^ — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by IJ.S. Copyright Law and International Treaties. Unauthorized 19 reproduction or distribution of this AIA'' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17.59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 249 Init. 250 § 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 riot 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 Institute of Architects. All rights reserved. WARNING: This MAT' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A1An Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the. law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 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 " — 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 21 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59.51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 251 Init. 252 § 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 T'^ — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 22 reproduction or distribution of this 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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.r" - 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 AlA0 Document is protected by li.5. Copyright Law and international Treaties, Unauthorized 23 reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59,51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 253 Init. 254 § 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 " — 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 epreduction 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 17:59 51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) § 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 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 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. AIA Document A201 T"' - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1759;51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: 25 (3B9ADA2B) 255 Init. 256 § 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 furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. AIA Document A201 T'^ — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American 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 17,59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) Init. § 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 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 17;59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 257 § 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 an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of AIA Document A201 T" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AiA'-' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 28 reproduction or distribution of this AtA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. 258 User Notes: (3B9ADA2B) Init. 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 APA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1T59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 259 Init. 260 § 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 T^ - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protected by J.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AZAR Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1T59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 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" — 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 AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproduction or distribution of this AIA-' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59'51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 261 § 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 T"' — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects ° All rights reserved. VVARNiNG: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, 262 User Notes: (3B9ADA2B) 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 Tess 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. § 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 AIA Document A201 T"' - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This .AIAf' Docurnent is protected by IJ.S. Copyright Law and International Treaties. Unauthorized 33 reproduction or distribution of this AIA` Document, or any portion or it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) 263 Init. 264 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 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 AIA Document A201" — 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 AA® 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 17;59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) Init. 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. § 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 AIA Document A201 TM — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This ALA' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 35 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maxirnum extent possible under the law, This document was produced by AIA software at 1259,51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 265 Init. 266 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. § 11.2 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 LOSS OF USE INSURANCE (Paragraph Deleted) [Intentionally omitted] § 11.3.4 WAIVERS OF SUBROGATION If permitted by the Owner's and Contractor's insurance companies, without penalties, the Owner (Paragraphs Deleted) AIA Document A201 T"" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: 'This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 36 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) Init. 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. § 11.3.5 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. § 11.3.6 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. § 11.3.7 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 § 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. AIA Document A201" — 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 IJ.S. Copyright Law and International Treaties. Unauthorized 37 reproduction or distribution of this AA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59 51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA28) 267 Init. 268 § 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 The 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. § 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. 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 Ali® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 38 reproduction or distribution of this AA® Document, or any portion of ft, rnay result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) Init. § 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. § 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 AIA Document A201 T"' - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by'J.S. Copyright Law and International Treaties. Unauthorized 39 reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1759:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 269 Init. 270 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. § 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: AIA Document A201 T" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING This A0.A° 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) Init. 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 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 § 14.2.1 The Owner may terminate the Contract if the Contractor AIA Document A201 T" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 41 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminai penalties, and w01 be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:5951 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 271 Init. 272 .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 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 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, rnay result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 17;59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) Init. 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) .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: 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 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 1T59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 273 Init. 274 .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. §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 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 AM') 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 wit be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) Init. 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 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 AIA Document A201" — 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 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 275 Init. 276 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; .9 Equipment records (list of company equipment, rates, etc.); .10 Vendors', rental agencies', Subcontractors', and agents' invoices; AIA Document A201 " — 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 A!A' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 46 reproduction or distribution of this APA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) Init. .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 DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. 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 ATV) Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum exten`. possible .ender the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) 277 Init. 278 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 — 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. VVARNING: This AA 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 1759:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) Additions and Deletions Report for AIA® Document A201 TM — 2007 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 17:59:51 on 02/26/2018. PAGE 1 Tukwila Justice Center Tukwila WA City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 DLR Group 51 University St Suite 600 Seattle, WA 98101 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 2,472.4.1,11.3,1.1,12.2.1,13.5.2,13.5.3,14.2.4 2.1,2.4.1,3.1.3,3.5,3.10.2,4.2.7 Additions and Deletions Report for AIA Document A201 T" - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This .AIA' Document is protected by U.S. Copyright Law and 1 international Treaties. Unauthorized reproduction or distribution of this AA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 279 280 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 ' ' 4-2.4.1. 3.4.2. 3.7.4, 3.8.2.1 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.„46„ 1.1,83.2, 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 2,4,1,3.5, 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, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.13.1,3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,93.2,9.3.3,9.5.1.3, 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”' — 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 AUk® 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 10.2.8, 10.110.4.1 1.5,3.2.3,3.6,3.7,3.12.10,3.13,3.13.1,4.1.1,9.6.4,9.9.1,10.2.2,11.1.1,11.3,113.1,13.1,13.5.1,13.5. 1367 13.1.1. 13.4. 13.5.1. 13.5.2. 13.6.1. 14, 15.2.8, 15.4 2.37-2.3.1, 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 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, 1.5.1,3.4.1,3.5,3.8.2,3.83,3.12,3.13,3.13.1,3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,73.7,9.3.2,9.33, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 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 21.3.72-A7-2.3.1 2.4.1 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, x.3.1,2.4;1,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2,4.13,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,63, 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, 4-:4-1, ' ' ' ' 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 MA Document A201" —2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and 3 International Treaties. Unauthorized reproduction or distribution of this 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 281 282 3.3.1,4.2.2,4.2.7,5.3,5.3.1,10.1,10.2,10.4 PAGE8 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, 11.1.1, 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 -_ .^._:z;emc t 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), ' ._ , . Ycc: : _. , . ��r- executi r. of the Contract, .:.. �� 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 Si ecified General Conditions Work. The order of precedence of these Contract Documents is: a. The AIA Document A133-2009, Standard Form of Agreement _ -_ _ ` a•i,a vitewien-Between Owner and Construction Mana• er as Constructor, as modified by the ap rties, with the Guaranteed Maximum Price Amendment and Modifications having .recedence b. Revised A201 General Conditions: c. S ecifications: d. Drawings large scale have precedence over small scaled and written dimensions have .recedence 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 AIAx 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 penaities, and will be prosecuted to the maximum extent possible under the iaw. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) a. RFP Documents. h. Contractor's Proposal: Nrrtwithstandine 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. , _ b _ _ ... _ __ .. . _ . •t b a The Contract Documents form the Contract, which represents the entire and intecrated 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. § 1.1.2.1 THE CONTRACTOR The term "Contractor" means the "Construction Manaeer." as identified and used in the Agreement. the modified AIA Document A133-2009. PAGE 11 The Work will be done in .hases. 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 occurrinfj later and concurrent) 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 anda 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 Deartment 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" — 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' J.S. Copyright Law and 5 international Treaties.'Unauthorized reproduction or distribution of this .AIA= Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59;:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 283 284 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 strin ent 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 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) &Project is located, ti+a reesentative, who at the commencement of the Project shall be Ethan Bernau, of Shiels, Obletz. Johnsen, Inc. PAGE 13 §, 2.5 EXTENT OF OWNER CONTROL {Intentionally Omitted] In no event shall the Owner have control over, charge of. or anv 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 sr;tel-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" r -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 knowledee 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 anv 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, includine 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 glace for the performance of the Work. The Owner shall not be required to make anv adiustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or anv Subcontractor to have complied with the requirements of this Section 3.2.1. PAGE 14 Additions and Deletions Report for AIA Document A201" — 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 AIR' Document is protected by U.S. Copyright Law and 7 International Treaties. Unauthorized reproduction or distribution of this AIAT Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 17.59:51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 285 286 § 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 promptl re�ctifed 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 C-entract, un'_ef the Contfa — ttef*,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.ff the Con'ractor i -: -^ - = •vithrthe roqu rcd nrizans, mct"ad3, se 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 may 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 richt to enforce such warranties during the warranty period following the date of Substantial Com.letion as set forth in Section 12.2. Additions and Deletions Report for AIA Document A201T" —2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING This AIA' Document is protected by U.S. Copyright Law and 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 :he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 175951 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building • . __. _ - all .ermits. fees. licenses and ins ec8ions necessary for proper execution and completion of the 4eWork. § 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 havine jurisdiction over the Proiect. The Contractor shall obtain and pay for all approvals that may be necessary for the .erformance 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 are not materially dif:reri r'_ Ff`ci, t r pia 15. 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 &h r .:_., c -its'_. Upon receipt f cuch wmac instruc. ae ice, the 0‘. lie the. per at iii I! 4.eptin traet,S:... Article 15.com.1 PAGE 16 F . with the notice. and (if applicable) protest. provisions of Section 15.1.5. .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.-Arvided in the Agreement.Contractor's superintendent and.project manaeer 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 Acreement. Additions and Deletions Report for AIA Document A201" — 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 9 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 17:59,51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 287 288 § 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 Wer4,44o solied4•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 eenstruuti': 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 .ath 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 .art 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 acceted construction schedule shall be u. dated to reflect actual conditions as set forth in Section 3.10.1 or if re uested 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 dela 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. including § 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 withthe 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 .4:A' 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 wit be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17;.59:51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) .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. 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 errformance of any part of the Work that may interfere with the operation of the Owner's premises or antent' ants or invitees thereof. The Contractor shall. u own the Owner's re.uest. reschedule any .ortion of the Work affecting operation of the premises during hours when the premises are not in operation. Any postponement, rescheduling or ep rformance 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 adiustment in the Contract Sum if (i) the performance of the Work was .ro.erly scheduled b 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 , ffi. .., q,..,`.a .. _ --4er— �� . - � . - rofes els, Pursuant to this Section 3.12.10, the Architect will review, approve for takeotherappropriate 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 .erformed 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 11 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 he prosecuted to the maximum extent possible under the jaw. This document was produced by AIA software at 175951 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 289 290 site of the Work and all adjacent areas. The Work shall be performed. to the fullest extent reasoktly .ossible. 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 buildins 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 existin• facilities at the Pro'ect site. including without limitation, lavatories, toilets. entrances and parkins areas other than those designated bythe 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 re uire compliance with existing rules and regulations.. .2 The Contractor shall comply with all insurance re uirements and collective bargaining agreements applicable to the Project. PAGE 20 § 3.18.1 To the fullcst he 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, exce, t for 'injuries and damages caused by jthe sole negligence of the Owner. that 3ach oxpense i “ttributahle. 4 Hyr&t _ war k • caused b the neg1igcnt acts c. enliaier..,, er; a S'ubcontrwct ;r, -any- ........... - . act th _ ., _ ^ sf -i rcthcr cr-:.'t —nage..-tee r cxper:cc i3 c uzcd in part part . r _ ig • e l „ot _,_ .e other rights or .,.,.., ,.s ., •y ��£aatlGr? ,hal t3 E- �•^�stti^^, _ �,...,,.. .. ,. ,.♦ . a e b f. t 3.I8.§t3.18.2 Should�a court of competent��=M {:,.tet as tathat ��-�= � -=. � A � - t�:v Section jurisdiction thisdetermine Agreement is subiect 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 bvor resultins 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" — 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) a acts, c —b nefi e thc 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'', '44 c `' :" 'F^-+ 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 : t be required to ems -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 h d !s. -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 Gitc. 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 AMA' Document is protected by U.S. Copyright Law and 13 International Treaties, Unauthorized reproduction or distribution of this AIA" Doct ment, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maxirnum extent possible under the Raw. This document was produced by AIA software at 1759:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 291 292 § 5.2.1 Unless As provided by Ch. 39.10 RCW for GC/CM proiects 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 alalsweffi" vc 1idity; 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 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 Elays7days 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 alt.:: u pertors related to ins invcl, cd bc.,.. ., f cu - . rte'..". er shall male ruch Cl -sr, asp .site. Additions and Deletions Report for AIA Document A201" — 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 14 international Treaties. Unauthorized reproduction or distribution of this AMA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17;59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) . the Contf rncnt.The Contractor shall provide construction management required to interface and integrate the work of the Owner's Consultant/Contractors performing construction work on the Proiect with the Work of the Contractor t n Cr operati ns separate p icipate with r, scpa _ct ^.:reruntil .and its subcontractors. The Contractor shall ensure that all such Owner Project Consultant/Contractors cooperate with the Contractor's Proiect safety programs. Project Schedule and Project work rules as re s.uired for the efficient com s letion 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 c l:ligatti as and to v - _ , a� withexeluditigothers, this', sated _n Article 3, thi&Article 6 and Aft-ieLc 1 ' , ' ".shall incorporate reasonable terms in its agreements with the Owner's Consultant/Contractors to facilitate the Contractor's construction mana ement 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 § 7.2.2wwAareement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subiect of the Change Order. including without limitation. all direct and indirectcostsand conse.uential damage associated with such change, including the cumulative impacts of that change with other changes. and any and all adiustments 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" — 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 15 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 he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 175951 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9FlDFl2B) 293 294 provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the iftreasonable 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; .4 Costs of Work; and permit fees, and sales, use or similar taxes related to the 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 anv adjustments to the Contract Sum that are based on any method other than the unit .rice 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 Haid from the MACC Contingency. dere® .3 For additional Work ordered a s 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 anv 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 Additions and Deletions Report for AIA Document A201 TM - 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American 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 17'59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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. 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 onlv to the extent such f easonab4 t?. _ -' o.... canine: -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 alone the affected .aths 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 •ro'ect 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. ,.. ._..• �- • -� :c£ the § 9.2.1 The Contractor shall submit to the Architect, : ` _. -, i 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 Additions and Deletions Report for AIA Document A201 rM - 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 17 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 295 296 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 .re.are a trade ,payment breakdown for the Work for which each is responsible. suchbreakdown being submitted on a uniform standardized form a.proved 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) descri tion 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 ap.roved and subsequently used but later was found improper for anv reason. sufficient funds shall be withheld from future Applications for Payment to ensure an adequate reserve (exclusive of normal retainage) to com i lete 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 acknowled • ed sworn statement showing liers with whom the Contractor has entered into subcontracts. the amount of each such subcontract. the amount requested for anv Subcontractor and material supplier in the re_. uested rogress 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 anv 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. all Subcontractors and material su § 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 Additions and Deletions Report for AIA Document A201'" — 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 1T59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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. 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. § 9.7.2 If the Owner is entitled to reimbursement or payment from the Contractor under or . ursuant 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 .rom.tly make any payment due the Owner of if the Owner incurs any costs and exerases to cure any default of the Contractor or to correct defective Work. the Owner shall have an absolute right to offset such amount aainst the Contract Sum and ma 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 eaual 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 muse; provided. however that as a condition precedent to Substantial Com.letion, the Owner has received all certificates of occupancy and an other , ermits. approvals, licenses and other documents from any governmental authorityaving jurisdiction thereof necessary for the beneficial occupancy of the Proiect. 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 19 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 297 298 PAGE 31 § 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 Com leois„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 Proiect 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 "_"-,..... r-44-4-.-", Documents. Upon receipt of all res.uired documentation for Final Payment. the Architect shall issue a final Certificate for Payment stating that to the best of the Architect's knowled • e, 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 .lar ugh no fault cd by the Contract r to the Architect pri r t.a tcr.ms ` .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 Proiect 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. 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 20 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) PAGE 33 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. > l s tk 'c t: act's f thew. f C:r. and against cut of er e ulting fr m (3ther thai?-?rhe-We 'a .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 reeulations._In no event, however, shall the Owner have any responsibility for anv substance or material that is brounht to the Proiect site by the Contractor. anv 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 § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 T. > ,.n . ^ _...^ :" ; _.. ktr,-. ��.. ,.-., - ,eet is, 1 cated such fnseru...., as w:. ;. ....,... .. _ _ .,... ... �:. 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. Additions and Deletions Report for AIA Document A201 T^' — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Document is protected by U.S. Copyright Law and 21 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 17:59'51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 299 300 tor's 3pera o : r .. 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 remed available at law or in equity. 11.1.3 Minimum Sco.e of Insurance. The Contractor's required insurance shall be of the tv.es and coverage as stated below: .. may' ' _ r.. a rF act; that arc .... _ 'ork to he pe-rformcd:l. 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 f r damages bcca s r _ .. . Contractor's cmple&;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, inde ep ndent contractors. products -completed operations, stop cap liability, personal injury and advertising iniury. 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 ommercial 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 .roviding at least as broad coverage. • Workers' Com ensation coverage as required by the Industrial Insurance laws of the State of Washington. property", includitig,4 sono t r t a.. to tho Work itself, beoa. F~:~ Professional Liability or Errors and Omissions coverage which shall cover claims resulting from professional errors and omissions of Contractor and Additions and Deletions Report for AIA Document A201'M — 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) PAGE 35 anv 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 ears following the Final Acceptance Date. Such insurance shall be in form acceptable to the Such insurance shall be written to cover all costs of correcting defects and deficiencies ng una arising from the srofessionalliability or Owner. includi 1 ,. roved deviations , a a rrors 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 re.uired hereunder as respects third party bodily injury and property damage claims. The olicv shall not contain anv provision or exclusion (including an 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 polic on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the olic § 11.1.4 Minimum Amounts of Insurance. The Contractor shall maintain the following insurance limits:, Automobile Liability insurance with a ra iea€; 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 S5.000.000 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. Section 3.18. Additions and Deletions Report for AIA Document A201 T" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 23 International Treaties. Unauthorized reproduction or distribution of this AIA9 Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 301 302 §1-1-.1.2 T' c i .,1.:r w :cc requit e:1 by Sccti n 11.1.1 shall be r, 4., .vhethcr v;rittcn on an occ::rrc::cc 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 liabilit 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 thosemaintained 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 .rimary insurance as respect the Owner. An 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. �tderagc 2_. 4 maintC-_ nae—ef. t 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 trovide 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 re.uired 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. of-rophace..c rz—iucti covcragc c.n account f reviccd I Zrtc or clwt pry_ , a .. €;ar-:i thed* r - * . ....1 rrc, ,. 11.1.10 Notice of Cancellation. The Contractor shall Additions and Deletions Report for AIA Document A201 T'" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law and 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 17.59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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. PAGE 36 (4)the t-Faet4-3i-4-eperation.,; Centric 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 ay 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 The Owner shall purchase and maintain Builder's Risk Property Insurance for property aaainst all risks of physical loss or damaae. 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 Proiect 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 damaee 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 ape tinge:4' testiftg-atifl-ste cxtcndcd coverage) aria' p apse, earthq;:ake, fl ad, windst rm, falsew deempe -.Builder's Risk Property Insurance shall cover all materials. ampliga, 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 pro erty 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. Additions and Deletions Report for MA Document A201" — 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 AIPW Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 25 (3B9ADA2B) 303 304 §11.3.1.3. deductibles. Intentionally omittedl § 11.3.1.4 omittedl this insurance shal! include-44er_ ilia= of the Work st red off the site, ani akka p rtions of the Work and thc Owner arK.1-cefitfaet.e.11-bz namod insurods. [Intentionally omittedl lierE rA' ".•.vever caused, fIntentionally omittedl WAIVERS OF SUBROGATION losses dictfire-or-c4her Contractor's insurance companies. without penalties. the Owner If permitted by the Owner's and Additions and Deletions Report for AIA DocumentA201 — 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) § 11.3.6 Beforc ar: exp inc!udc:, iffswrance ca'f conditions, z'cfinitic , c4+.164 the owikr shall file with the Ct. 1. ... L. • b:..... 1 ..Yplicable PAGE 37 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 rp oceeds 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-riiiticiary. i ood 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 11.3.5 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 n ,f ,dears 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 11.3.6 If required in writing by a party in interest, the Owner W rn 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•-Iidd 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 Thc Own c;,--a€41.4i(eiffy-11.3.7 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 Additions and Deletions Report for AIA Document A201" —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 27 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 305 306 make settlement with insurers or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators. § 11.4.1 The Ow~ 4 .: Contractor * •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 § 11.5.1 All insurance coverage procured by the Contractor shall be provided by insurance companies having Rola holder ratings no lower than "A" and financial ratin s 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. PAGE 38 § 11.5.2 If the Owner or the Contractor is dammed by the failure of the other . arty to . urchase 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 _ E a, MPLETIONIf a portion of the Work is covered contrary to the reauirements 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 ex ense 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 anv—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. rovided it makes a reuest 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" — 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) § 12.2.3 The Contractor shall promptly correct Work reject., conform to the requirements of the Contract Documents, whether Completion and whether or not fabricated, " — I. additio .-" • found by Owner not to bs rved before or after Substantial -such rejected W rk, ineletding, tiot, :12.e .installed. or completed. Contractor shall bear all costs of correcting such nonconforming Work, including additional testing and NTAL COMPLETV4 Section 15, if, inspections. If, within one year after the date of Substantial Completion of the Work or designated portion . , 'f -thereof. or within the terms of any applicable special warranty required by the Contract Pt-)etwrerieF7,-,-Documents if lonaer 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 t • ition. The -Owner to do so. Owner shall give such notice promptly after discovery of the condition. — . . • ° -Agt4h- r f v.Titteil er fails .,„ Work within ior. 2.1.This period of correction • shall be extended. with respect to portions of Work first 1,,erfe*Rated-aftzr Subs antral Completion -finished after Substantial Completion, by the period of time between Substantial Completion and the actual eeni -*lio-performance of the Work. 112.2.2.3 The the-geRti-EK4e. -42.2:Contractor's duty to correct with respect to Work repaired or replaced shall run for one year from the date of repair or replacement. A 7 §4 -2.44 -The -12.2.4 Contractor shall remove from the Pro ect 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. the-Gwaef,§ 12.2.5 If Contractor falls to correct nonconforming Work within a reasonable time after written notice to do so. Owner ma replace. correct. or remove the nonconforming Work and charge the cost thereof to the Contractor. Additions and Deletions Report for AIA Document A201'm — 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 29 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 17:59:51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale User Notes: (3B9ADA2B) 307 308 §41444 -The -12.2.6 Contractor shall bear the cost of correcting destroyed or damaged Work, whether completed or partially completed, eftheC: 2: a u: . caused by the -Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. PAGE 39 § 12.2.512.2.7 Nothing contained in this Section 12.2 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 e w. .. " f c _ _ _ _._ 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, including the time within which lite, proceedings may be commenced. 12.2.8 est 11i'.: featly to co=rzct t; 4,' ' .such If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sinn -wig -sum ma. ,be reduced as appropriate and equitable. a : ' .: & •beeff a. r•• -beer,,qac. § 13.1.1 Governing Law and Venue. The laws of the state of Washington shall govern the Contract shall be governed b.fDocuments 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 a liws 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 durine the term of this Preconstruction Contract all Jmuired licenses. permits. and similar l gal 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 im�rove•ments• and taxes on the Contractor's interest in this Preconstruction Contract and any leasehold interest 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 17'59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) deemed to have been created under Cha ter 82.29A RCW, the law • 13.1.5 Use of Recycled Content Paper. The Contractor shall. whenever .racticable. use recycled content .a.er on all documents submitted to the Owner. f the place where the Project is locat d except t a. ... r . _. •a 1t 13.1.6 Americans with Disabilities Act. The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 DA) in performing its obligations under this Preconstruction Contract. In particular. if the Contractor is providi servic�rograms, 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 eo le 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 a -t ess kncv,,n t the pafty address stated on the first pace of the Agreement. unless a party ives notice of a change in address. § 13.4.1 Duties Except as ex.ressly .rovided 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. 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: PAGE 41 Additions and Deletions Report for AIA Document A201 T"' — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and 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 he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 31 (3B9ADA2B) 309 310 .ft r a. As to acts or failures to act occurring prior to the relevant date of Substantial Completion. anv applicable statute of limitations shall commence to run and anv alleged cause of action shall be deemed to have accrued in any and all events not later than such Date of Substantial Completion: _ ! ., e1;14 = r . w.. z!airns 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 anv alleged cause of action shall be deemed to have accrued in anv and all events not later than the date of issuance of the final Certificate ofPavment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate ofPavment, any applicable statute of limitations shall commence to run and an sly ,, leged 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 anv 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 inteea� .The provisions of the Contract Documents shall not be chanced. 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 -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 Additions and Deletions Report for AIA Document A201 r" — 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 32 International Treaties. Unauthorized reproduction or distribution of this AIA n Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) .2 An act of government, such as a declaration of national emergency that requires all Work to be 6topped;stopped. .,r has not >�r § 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 ersistently ,,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 ouch tcrminatio - D on such termination. the Contractor shall recover as its sole remedy pa ment for Work rpo erly 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 damages, including without limitation anticipated profits. The Owner shall be credited for made to the Contractor for the terminated .ortion 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. �a avments ment and reviously § 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 t i�,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 knowlede. actual or constructive. of the Owner or the Architect shall in any wav be deemed to be a waiver of the requirement 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 33 (3B9ADA2B) 311 312 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 pace of the Agreement. § 15.1.1 4LAIM DEFINED A Claim is a substantiated demand or assertion by etle-efrf 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. Tho laims do not include written notices that are not substantiated in accordance with this Article. § 15.1.2 INITIAL NOTICEOF-CLAIMS 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. identifv_persons with knowledge of the event. gualitatively 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 ' ' !^i•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: 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' Docurnent is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 2 The date on which facts arose that gave rise to the Claim: .3 The name of each em.lovee of Owner or Architect knowledgeable about the Claim: .4 The specific provisions of the Contract Documents which support the Claim: 4G.4. .5 J -- .5 The identification of any documents and the substance of any oral communications that support the Claim: and the Claim. .6 Copies of anv identified documents. other than the Contract Documents. that support 0 trac,teishall 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 .rovide the following additional Claim substantiation: PAGE 44 �:t••,1 If an adjustment in the Contract Time is sought: the specific days and dates for which it is sou ht; 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: i rd cc 1\44-tie-deeis•iei+.ef,-.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 5451 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 35 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 he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 313 314 under penalty of perjury. that the Claim is made in good faith. that the supporting cost and pricing data are true and accurate to .he best of Contractor's knowledge and belief. that the Claim is fully supported by the accompanying data. and that the amount re uested accuratel reflects the ad. ustment in the Contract Sum or Contract Time for which Contractor believes Owner is liable. g it 1 C!` 3 §45A.5.1 If the Contractor w ishec ty m t 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 Workerforla med during the impacted . eriod 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 ' : -:9na' t'wrean Initial Notice and Claim, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of 4m -el -time and could not have been reasonably anticipated and that weather conditions had an adverse effect on the se -mauled e & r = critical path of the current submitted Construction Schedule. Neither Contract Time nor the Contract Sum will be adjusted for normal inclement weather. § 4 -1443L- AGE-515.1.5 SUBSURFACE CONDITIONS n _.� ..� .. .� ... ,a�.;.ist. eaehm..� c,. ..:: ., - .' '�.. - _` aF �.. _lcti n to this C ntract. This mutual waivcr includes If conditions are encountered at the site that constitute subsurface or otherwise concealed physical conditions that differmateriallyfrom those indicated in the Contract Documents or from those ordinarily found to exist and zenerally 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 Additions and Deletions Report for AIA Document A201" — 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 A(A® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) '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 chance 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. §15.1.6 OWNER'S CLAIM DECISION The Owner shall consider each timely presented Claim and PAGE 45 -ad •for loss ofprofit ..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 androro rept .._�.W -: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 -: a 5 rz:fe Claims denied by the Owner may be appealed by Contractor to the Initial Decision Maker for initial decision. The Architect v.in serti°e as .h I 1 ... 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 11.310,, 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. 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 AIR' Document is protected by U.S. Copyright Law and 37 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 he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 315 316 § 15.2.2 The i :iiia. Deci-:an Mahar will • iaz-moi, days f the receipt of a Claim take ac aate4 -The Owner. Architect and the Contractor and everySubcontractor hired to_perform Work on this Proiect is required to follow this process. No mediation or lawsuit may be filed seekine 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 ,( cecolve the C1airn 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. !',I,.'.y. a _ ...•a; 1 Decision Maker to resolve the C?a:— -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 .ro.osal not acted u.on by the Substantial Completion date. it will be deemed to have been refected, 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. with-er seek: 1 Decision Maker Every ap.eal 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 Ov..ncr's oxpen:=c.The appeal shall identify in writing the portion(s) of the Owner's Claim decision that are in dis.ute and be sus.orted by the documents on which the Contractor bases its appeal. § 15.2.4 If 15.2.3 INITIAL DECISION MAKER ACTION ON A CLAIM 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 38 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 17:59:51 on 02/26/2018 under Order No 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) e -- > if -any, thc Initial D:.C:Si'i4la.:_x yin c.th^r reject or approve t. pa 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 bindinon either Owner or Contractor or its Subcontractors when the claim is more than $30.000.00. in i?...b„ aL the Initial Dcoi ior. f 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. §454:6-E 15.2.6.1.In Claims involving greater than $30.000.00. the PAGE 46 demandsA, _ - _ t r: both parties waive their rights to mediate r pursue r r' ::. '- ; initial-deeiOwner 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. any, of the-nartuf may, ROI r�: ..:. ... _.. .g _ ;.During the pendency of any such appeal to the Initial Decision Maker. the Contractor shall proceed with the Work of the project. including that .ortion in dis.ute. unless directed otherwise in writing by the Owner. In no event shall the Contractor be entitled to -� �..ocecd in al proceedings Additions and Deletions Report for AIA DocumentA2OlTM —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.B. 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 he prosecuted to the maximum extent possible under the jaw. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: 39 (3B9ADA2B) 317 318 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 ' . , . . 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. rit-ract except el se writing, delivered to the other party to the Gefitf orutract, The parties shall endeavor to agree on a mediator. If they cannot aaree. the party seeking mediation can request a mediator to be ai sointed 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.4 " 1 -g7 A request for mediation shall be made in § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the ted, Seattle. Washinaton, 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 44.4-pailios cul.jcat to, 51..4-R- In-,Fastry-AF1344fai 4444,4e -peel -t -941+e --,at party-f+ling a w44-2-14--a-r-V ti partez mutually . 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 reasonabl sufficient records to allow Owner to verify all or a ortion 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 an 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. includin• but not limited to: Additions and Deletions Report for AIA Document A201" — 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. VVARNiNG: This AA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAR Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) .1 Daily time sheets and supervisor's daily reports: 2 Collective bar• ainina agreements: .3 Insurance. welfare. and benefits records; .4 Payroll reaisters; .5 Earnings records: .6 Payroll tax forms: .7 Material invoices. requisitions. and delivery confirmations: 8 Material cost distribution worksheet; Equipment records (list of company equipment. rates. etc.): .10 Vendors', rental agencies'. Subcontractors'. and aaents' invoices; PAGE 47 ef ritten dcrnand .11 Contracts between Contractor and each of its Subcontractors. and all lower -tier Subcontractor contracts and suppar.sontracts; 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') Docurnent is protected by U.S. Copyright Law and International 'Treaties. Unauthorized reproduction or distribution of this AIA0 Document, or any portion of it, rnay result in severe civil and criminal penalties, and will be prosecuted to the maximurn extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 41 (3B9ADA2B) 319 320 .12 Subcontractors' and agentspayment certificates; .13 Canceled checks (payroll and vendors): .14 Job cost resorts.including monthly totals: .15 Job payroll ledger; .16 Planned resource loading schedules and summaries: .17 General ledger; .18 Cash disbursements journal; tratien ..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; §-4542-The-aw ff aecerelanee-v.ith appl.icab!e !ay., in any court, 4hercof..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 , b is used to develop costs for Contractor's internal purposes in establishing the actual cost of owning and operating el ut a ment. all such other source documents-, Additions and Deletions Report for AIA Document A201" — 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 AlA0 Document is protected by U.S. Copyright Law and 42 international Treaties. Unauthorized reproduction or distribution of this AI/0 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:5951 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) - ..22 All non-privileaed 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 b each Claim: *7 e urider4his4greement with any thor arbitration trate,f(a)..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. c nsant&-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. 4 15.5 CONTINUING CONTRACT PERFORMANCE 44yA ittepi-eeftseiit,Pending final resolution of a Claim, except as otherwise agreed in writing, the Contractor shall proceed diliaentlywith performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. rty. 15.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: Additions and Deletions Report for AIA Document A201 M — 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 AIADocument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 43 (3B9ADA2B) 321 322 .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 C for ur.dcF-.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. PAGE 48 This mutual waiver is applicable. without limitation. to all conseauential 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 reauirements of the Contract Documents. Additions and Deletions Report for AIA Document A201 T" — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This .AIA'' Document is protected by U.S. Copyright Law and 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 17:59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2B) 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 17:59:51 on 02/26/2018 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 T^' - 2003. Copyright©1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:.59:51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 1 (3B9ADA2B) 323 324 Init. AIiV Document AI33TM - 2009 Exhibit A Guaranteed Maximum Price Amendment for the following PROJECT: (Name and address or location) Tukwila Justice Center Tukwila WA THE OWNER: (Name, legal status and address) City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 THE CONSTRUCTION MANAGER: (Name, legal status and address) BNBuilders, Inc. 2601 Fourth Ave Suite 350 Seattle, WA 98121 ARTICLE A.1 § A.1.1 Total Contract Cost Pursuant to Section 2.2 of the Agreement, the Owner and Construction Manager hereby amend the Agreement to establish a Maximum Allowable Construction Cost (MACC) and Total Contract Cost (TCC). As agreed by the Owner and Construction Manager, the Total Contract Cost is an amount that the Contract Sum shall not exceed. The Total Contract Cost consists of the MACC (including the Construction Cost, 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. § A.1.1.1 The Total Contract Cost is guaranteed by the Construction Manager not to exceed ($ ), subject to additions and deductions by Change Order as provided in the Contract Documents. § A.1.1.2 Itemized Statement of the Total Contract Cost. Provided below is an itemized statement of the Total Contract Cost organized by its component parts: 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 A201T"M-2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document A133"" — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:14 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 1 (1484219205) 325 Init. 326 S • ecified General Conditions Maximum Allowable Construction Contract (MACC) Construction Total Negotiated Support Services (NSS) Subcontractor Bonds MACC Contingency X% GC/CM Fixed Fee @ % (Fee is not allowed on the Specified General Conditions, or Preconstruction Allowance) TOTAL CONTRACT COST (Excluding WSST) $0 § A.1.1.2.1 The Preconstruction Services NTE Limit, as previously agreed to by the parties, is: § A.1.1.3 The Total Contract Cost is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the Contract Documents permit the Owner to accept other alternates subsequent to the execution of this Amendment, attach a schedule of such other alternates showing the amount for each and the date when the amount expires.) § A.1.1.4 Allowances included in the Total Contract Cost, if any: (Idents allowance and state exclusions, if any, from the allowance price.) Item Price ($0.00) § A.1.1.5 Assumptions, if any, on which the Total Contract Cost is based: § A.1.1.6 The Total Contract Cost is based upon the following General Conditions: AIA Document A201 — 2007, General Conditions of the Contract for Construction, as modified (Table deleted) § A.1.1.7 The Total Contract Cost is based upon the following Specifications: (Either list the Specifications here, or refer to an exhibit attached to this Agreement.) Section Title Date Pages § A.1.1.8 The Total Contract Cost is based upon the following Drawings: (Either list the Drawings here, or refer to an exhibit attached to this Agreement.) Number Title Date § A.1.1.9 The Total Contract Cost is based upon the following other documents and information: (List any other documents or information here, or refer to an exhibit attached to this Agreement.) AIA Document A133" — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under the I produced by AIA software at 17:59:14 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: . WARNING: This AIA" Document, or any aw. This document was (1484219205) Init. ARTICLE A.2 § A.2.1 Substantial Completion Dates The required date for Substantial Completion established by this Amendment: § A.2.2 Physical Completion Dates The required date for Physical Completion established by this Amendment: § A.2.3 Final Completion Dates The required date for Final Completion established by this Amendment: § A.2.4 Construction Schedule Construction Manager's Construction Schedule, current as of the date of this Guaranteed Maximum Price Amendment, is attached. ARTICLE A.3 Key Personnel The following named key personnel shall remain assigned for the duration of the Project unless otherwise agreed to in writing by Owner: Project Manager: Project Superintendent: Project Engineer: OWNER (Signature) CONSTRUCTION MANAGER (Signature) (Printed name and title) (Printed name and title) AIA Document A133"' — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA`, Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any 3 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:14 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1484219205) 327 328 Additions and Deletions Report for AIA® Document A 133rM — 2009 Exhibit A This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note. This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 17:59:14 on 02/26/2018. PAGE 1 Tukwila Justice Center Tukwila WA City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 BNBuilders, Inc. 2601 Fourth Ave Suite 350 Seattle. WA 98121 § A.1.1GuarMaxitaaaea-PrTotal Contract Cost Pursuant to Section 2.2.6 2.2 of the Agreement, the Owner and Construction Manager hereby amend the Agreement to establish a .- = . aimum4= r --Maximum Allowable Construction Cost (MACC) and Total Contract Cost (TCC). As agreed by the Owner and Construction Manager, the Cuarantccd Max l Price Total Contract Cost is an amount that the Contract Sum shall not exceed. The _ he-Constructic,T. Mang FCC plus the Total Contract Cost consists of the MACC (includine the Construction Cost. Negotiated Support Services. Subcontractor Bonds. and MACC Contineencv : the Fixed Fee: the Fixed Amount for Specified General Conditions work: and applicable Washineton State sales tax. § A.1.1.1 The Total. Contract Cost_is guaranteed by the Construction Manager not to exceed ($ ), subject to additions and deductions by Change Order as provided in the Contract Documents. § A.1.1.2 Itemized Statement of the statement of the oruanized by its component parts: Total Contract Cost. Provided below is an itemized -',ternatcs, the .Total Contract Cost Specified General Conditions Maximum Allowable Construction Contract (MACC) Construction Total Negotiated Support Services (NSS) Subcontractor Bonds MACC Contin.enc • X% Additions and Deletions Report for AIA Document A133r" — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA') Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:14 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 1 (1484219205) 329 330 GC/CM Fixed Fee (a % (Fee is not allowed on the Specified General Conditions. or Preconstruction Allowance) TOTAL CONTRACT COST (Excluding WSST) § A.1..1.2.1 The Preconstruction Services NTE Limit. as previously agreed to by the parties. is: § A.1.1.3 The ':.. - r ' Total Contract Cost is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: PAGE2 § A.1.1.4 Allowances included in the Guararit - — " ' Total Contract Cost. if any: § A.1,1.5 Assumptions, if any, on which the Guaranteed _`.1aximurr. Pri_-Total Contract Cost is based: § A.1.1.6 The Contract: Total Contract Cost is based upon the following General Conditions: ., aLt:o ,a f the AIA Document A201 — 2007. General Conditions of the Contract for Construction. as modified Document Title bate Page, § A.1.1.7 The § A.1.1.8 The § A.1.1.9 The information: PAGE3 • Notal Contract Cost is based upon the following Specifications: Total Contract Cost is based upon the following Drawings: Total Contract Cost is based upon the following other documents and § A.2.1 ThantizipateA date of S - -etiElfubstantial Completion Dates The required date for Substantial Completion established by this Amendment: 6 A.2.2 Physical Completion Dates The required date for Physical Com letion established by this Amendment: A.2.3 Final Completion Dates The reuired date for Final Completion established by this Amendment: Additions and Deletions Report for AIA Document A133T"' — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' Document, or any portion of it, may result in sever.e civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17 59:14 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1484219205) § A.2.4 Construction Schedule Construction Manager's Construction Schedule. current as of the date of this Guaranteed Maximum Price Amendment. is attached. ARTICLE A.3 Key Personnel The following named key personnel shall remain assigned for the duration of the Project unless otherwise agreed to in writing by Owner: Project Manager: Pro' ect Su , erintendent: Project Engineer: Additions and Deletions Report for AIA Document A133Tm — 2009 Exhibit A. 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 AIM Document, or any portion of it, may result in severe civic and crirninal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59:14 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 3 (1484219205) 331 332 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 17:59:14 on 02/26/2018 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 A133TM — 2009 Exhibit A, Guaranteed Maximum Price Amendment , 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 AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' Document, or any portion of it, may 1 result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17'.59;14 on 02/26/2018 under Order No.3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1484219205) 333