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REG 2018-03-19 COMPLETE AGENDA PACKET
Tukwila City Council Agenda •i .moi .•i REGULAR MEETING . J�14 "Aq�, k ti o a `''sa ,n 2 Allan Ekberg, Mayor Counci/members: •:• Dennis Robertson ❖ Kathy Hougardy David Cline, City Administrator ❖ De'Sean Quinn ❖ Kate Kruller Verna Seal, Council President •:• Thomas McLeod •:• Zak Idan 2 906 Monday, March 19, 2018; 7:00 PM • Ord #2568 • Res #1928 1. CALL TO ORDER / PLEDGE OF ALLEGIANCE / ROLL CALL 2. PUBLIC COMMENTS At this time, you are invited to comment on items not included on this agenda (please limit your comments to five minutes per person). To comment on an item listed on this agenda, please save your comments until the issue is presented for discussion. (Refer to back of agenda page for additional information.) 3. CONSENT AGENDA a. Approval of Minutes: 3/5/18 (Regular) b. Approval of Vouchers 4. UNFINISHED BUSINESS a. An ordinance granting a non-exclusive franchise to Seattle SMSA Limited Partnership, a Delaware Limited Partnership, D/B/A Verizon Wireless, legally authorized to conduct business in the State of Washington for the purpose of constructing, operating, and maintaining a telecommunications system in the public rights-of-way in the City. b. Due diligence contracts related to the Public Safety Plan: (1) Authorize the Mayor to sign Amendment #1 to contract #17-218 with Shannon and Wilson for geo-technical evaluation services related to the Public Safety Plan, adding $11,000 to the contract with a not-to-exceed amount of $48,700 for the total contract (including estimated expenses). (2) Authorize the Mayor to sign Amendment #2 to contract #17-167 with Sound Earth Strategies for environmental evaluation services related to the Public Safety Plan, adding $36,325 to the contract with a not-to-exceed amount of $163,262 for the total contract (including estimated expenses). (3) Authorize the Mayor to sign Amendment #1 to contract #17-210 with Bush Roed & Hitchings for site survey services related to the Public Safety Plan, adding $10,000 to the contract with a not-to- exceed amount of $67,400 for the total contract (including estimated expenses). c. Authorize the Mayor to sign a contract with BNBuilders, Inc., for General Contractor Construction Management (GC/CM) for the Justice Center in an amount not to exceed $240,000. Pg.1 Pg.25 Pg.29 Pg.31 Pg.33 Pg.65 5. NEW BUSINESS (continued...) REGULAR MEETING March 19, 2018 Page 2 6. REPORTS a. Mayor b. City Council c. Staff - City Administrator Report d. City Attorney e. Council Analyst - Monthly Report from the Program Management Quality Assurance (PMQA) provider for the Public Safety Plan Pg.399 Pg.403 7. MISCELLANEOUS 8. EXECUTIVE SESSION 9. ADJOURNMENT Tukwila City Hall is ADA accessible. Reasonable accommodations are available at public hearings with advance notice to the City Clerk's Office (206-433-1800 or TukwilaCityClerk©TukwilaWA.gov). This agenda is available at www.tukwilawa.gov, and in alternate formats with advance notice for those with disabilities. Tukwila Council meetings are audio/video taped (available at www.tukwilawa.00v) HOW TO TESTIFY When recognized by the Presiding Officer to address the Council, please go to the podium and state your name and address clearly for the record. Please observe the basic rules of courtesy when speaking and limit your comments to 5 minutes. The Council appreciates hearing from citizens and members of the public, and may not be able to answer questions or respond during the meeting. PUBLIC COMMENTS Members of the public are given the opportunity to address the Council on items that are NOT included on the agenda during PUBLIC COMMENTS. Please limit your comments to 5 minutes. If you have a comment on an Agenda item, please wait until that item comes up for discussion to speak on that topic. SPECIAL MEETINGS/EXECUTIVE SESSIONS Special Meetings may be called at any time with proper public notice. Procedures followed are the same as those used in Regular Council meetings. Executive Sessions may be called to inform the Council of pending legal action, financial, or personnel matters as prescribed by law. Executive Sessions are not open to the public. PUBLIC HEARINGS Public Hearings are required by law before the Council can take action on matters affecting the public interest such as land -use laws, annexations, rezone requests, public safety issues, etc. Section 2.04.150 of the Tukwila Municipal Code states the following guidelines for Public Hearings: 1. The proponent shall speak first and is allowed 15 minutes for a presentation. 2. The opponent is then allowed 15 minutes to make a presentation. 3. Each side is then allowed 5 minutes for rebuttal. 4. Members of the public who wish to address the Council may speak for 5 minutes each. No one may speak a second time until everyone wishing to speak has spoken. 5. After each speaker has spoken, the Council may question the speaker. Each speaker can respond to the question, but may not engage in further debate at that time. 6. After the Public Hearing is closed and during the Council meeting, the Council may choose to discuss the issue among themselves, or defer the discussion to a future Council meeting, without further public testimony. Council action may only be taken during Regular or Special Meetings. COUNCIL MEETING SCHEDULE No Council meetings are scheduled on the 5th Monday of the month unless prior public notification is given. Regular Meetings - The Mayor, elected by the people to a four-year term, presides at all Regular Council Meetings held on the 1st and 3rd Mondays of each month at 7:00 p.m. and Special Meetings. Official Council action in the form of formal motions, adopting of resolutions and passing of ordinances can only be taken at Regular or Special Council meetings. Committee of the Whole Meetings - Councilmembers are elected for a four-year term. The Council President is elected by the Councilmembers to preside at all Committee of the Whole meetings for a one-year term. Committee of the Whole meetings are held the 2nd and 4th Mondays at 7:00 p.m. Issues discussed there are forwarded to Regular or Special Council meetings for official action. COUNCIL AGENDA SYNOPSIS Initials Meeting Date Prepared h Mayor's review Council review 02/26/18 RT ' i ❑ Motion Mtg Date L4 -I 03/119/ 18 RT p42 --C ..,? Lii Mtg Date Mtg Date 03/05/18 SPONSOR ❑ Council ❑ Mayor ❑ HR ❑ DCD ❑ Finance ❑ Fire ❑ IT ❑ P&R ❑ Police 11 PJV SPONSOR'S Verizon Wireless provides a full-service communication system in the US and Europe. SUMI\L\RY Council is being asked to approve the new ordinance for the franchise agreement that will allow Verizon Wireless to deploy small cell technology to expand the capacity of its wireless network. Additional language has been added to insure safety and protect property, insurance requirements, and restoration to any property damaged, disturbed, or altered by Verizon. RI?\'ILW1?D BY ❑ COW Mtg. ❑ C A&P Cmte ❑ F&S Cmte ❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. DATE: 11/28/17 COMMITTEE CHAIR: KATE ITEM INFORMATION ITEM No. 4.A. STAFF SPONSOR: ROBIN TISCHMAK ORIGINAL AGI,NDA D,ATI?: 02/26/18 AGENDA I'I'I:M TITLE Ordinance Granting a Non -Exclusive Franchise Agreement with Verizon Wireless for Small Cell Technology CATEGORY 11 Discussion 02/26/18 ❑ Motion Mtg Date ❑ Resolution A1tg Date 11 Ordinance ❑ Bid Award Altg Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date Mtg Date Mtg Date 03/05/18 SPONSOR ❑ Council ❑ Mayor ❑ HR ❑ DCD ❑ Finance ❑ Fire ❑ IT ❑ P&R ❑ Police 11 PJV SPONSOR'S Verizon Wireless provides a full-service communication system in the US and Europe. SUMI\L\RY Council is being asked to approve the new ordinance for the franchise agreement that will allow Verizon Wireless to deploy small cell technology to expand the capacity of its wireless network. Additional language has been added to insure safety and protect property, insurance requirements, and restoration to any property damaged, disturbed, or altered by Verizon. RI?\'ILW1?D BY ❑ COW Mtg. ❑ C A&P Cmte ❑ F&S Cmte ❑ Utilities Cmte ❑ Arts Comm. ❑ Parks Comm. DATE: 11/28/17 COMMITTEE CHAIR: KATE 0 Transportation Cmte ❑ Planning Comm. KRULLER RECOMMENDATIONS: SPONSOR/ADMIN. COMMI'1Tl:I: Public Works Department Discussion only COST IMPACT / FUND SOURCE EXPI:NDITURE RI?QUIRI?I) AMOUNT BUDGETED APPROPRIATION REQUIRED $0.00 $0.00 $0.00 Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 02/26/.1 Forward to Regular Meeting MTG. DATE ATTACHMENTS 02/26/18 Informational Memorandum dated 11/22/17 Ordinance Minutes from the Transportation & Infrastructure Committee meeting of 11/28/17 03/ 19/18 Ordinance 2 City of Tukwila Washington Ordinance No. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, GRANTING A NON-EXCLUSIVE FRANCHISE TO SEATTLE SMSA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, D/B/A VERIZON WIRELESS, LEGALLY AUTHORIZED TO CONDUCT BUSINESS IN THE STATE OF WASHINGTON, FOR THE PURPOSE OF CONSTRUCTING, OPERATING, AND MAINTAINING A TELECOMMUNICATIONS SYSTEM IN THE PUBLIC RIGHTS- OF-WAY IN THE CITY; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, Seattle SMSA Limited Partnership, a Delaware limited partnership, d/b/a Verizon Wireless, hereinafter referred to as "VERIZON" is a telecommunications company that, among other things, provides personal wireless services to customers in the Puget Sound region; and WHEREAS, VERIZON's desired route through the City of Tukwila, hereinafter referred to as "City," requires the use of certain portions of City rights-of-way for the installation, operation and maintenance of a telecommunications system; and WHEREAS, the City Council has determined that the use of portions of the City's rights-of-way for installation of a telecommunications system is appropriate from the standpoint of the benefits to be derived by local business and the region as a result of such services; and WHEREAS, the City Council also recognizes that the use of public rights-of-way must be restricted to allow for the construction of amenities necessary to serve the future needs of the citizens of Tukwila and that the coordination, planning and management of the City's rights-of-way is necessary to ensure that the burden of costs for the operations of non - municipal interests are not borne by the citizenry; and WHEREAS, the Revised Code of Washington (RCW) authorizes the City to grant and regulate non-exclusive franchises for the use of public streets, rights-of-way and other public property for installation, operation and maintenance of communications facilities; W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 1 of 20 3 4 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Definitions. A. For the purposes of this Franchise Agreement and the Exhibit attached hereto, the following terms, words, phrases, and their derivations where capitalized shall have the meanings given herein. Terms not defined herein shall have the meaning given in Title 11 of the Tukwila Municipal Code. Terms not defined herein or in Title 11 of the Tukwila Municipal Code shall have the meaning given pursuant to such federal statutes, rules, or regulations that apply to and regulate the services provided by VERIZON. Words not otherwise defined shall be given their common and ordinary meaning. B. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. The word "shall" is always mandatory. References to governmental entities (whether persons or entities) refer to those entities or their successors in authority. If specific provisions of law, regulation or rule referred to herein are renumbered, then the reference shall be read to refer to the renumbered provision. 1. "Affiliate" when used in connection with VERIZON means any Person who owns or controls, is owned or controlled by, or is under common ownership or control with VERIZON. 2. "Construct" shall mean to construct, reconstruct, install, reinstall, align, realign, locate, relocate, adjust, affix, attach, replace, repair, monitor, maintain, use, relocate, remove, or support. 3. "Default" shall mean any failure of a Party to keep, observe, or perform any of its duties or obligations under this Franchise that is not cured within 30 days after receipt of written notice from the non -defaulting Party. 4. "Design Document(s)" shall mean the plans and specifications for the construction of the Facilities meeting the minimum applicable general plan submittal requirements for engineering services plan review as set forth in the City's Infrastructure Design and Construction Standards Manual (the "Standards"), illustrating and describing the refinement of the design of the Telecommunications System Facilities to be Constructed, establishing the scope, relationship, forms, size and appearance of the Facilities by means of plans, sections and elevations, typical construction details, location, alignment, materials, and equipment layouts. The Design Documents shall include specifications that identify utilities, major material and systems, Public Right -of -Way improvements, restoration and repair, and establish in general their quality levels. 5. "Dispute" shall mean a question or controversy that arises between the Parties concerning the observance, performance, interpretation or implementation of any of the terms, provisions, or conditions contained in this Franchise Agreement or the rights or obligations of either Party under this Franchise Agreement. W: Word ProcessinglOrdinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 2 of 20 6. "Emergency" shall mean and refer to a sudden condition or set of circumstances that: (a) significantly disrupts or interrupts the operation of Facilities in the Public Rights -of -Way and VERIZON's ability to continue to provide services if immediate action is not taken; or (b) presents an immediate threat of harm to persons or property if immediate action is not taken. 7. "Facility or Facilities" means any part or all of the facilities, equipment and appurtenances of VERIZON whether underground or overhead and located within the Public Rights -of -Way as part of VERIZON's Telecommunications System, including but not limited to, conduit, case, pipe, line, fiber, cabling, equipment, equipment cabinets and shelters, vaults, generators, conductors, poles, carriers, drains, vents, guy wires, encasements, sleeves, valves, wires, supports, foundations, anchors, transmitters, receivers, antennas, and signage. 8. "Franchise" shall mean the grant, once accepted, giving general permission to VERIZON to enter into and upon the Public Rights -of -Way to use and occupy the same for the purposes authorized herein, all pursuant and subject to the terms and conditions as set forth herein. 9. "Law(s)" shall mean all present and future applicable laws, ordinances, rules, regulations, resolutions, environmental standards, orders, decrees and requirements of all federal, state, and local governments, the departments, bureaus, or commissions thereof, or other governmental authorities, including the City acting in its governmental capacity. References to Laws shall be interpreted broadly to cover government actions, however nominated. 10. "Party(ies)" shall mean either the City or VERIZON or both. 11. "Permit" means a permit issued under the regulatory authority of the City that provides specific requirements and conditions for Work to Construct Facilities within the Public Rights -of -Way and includes, but is not limited to: a construction permit, building permit, street excavation permit, barricade permit, and clearing and grading permit. 12. "Person" means and includes any individual, corporation, partnership, association, joint-stock company, limited liability company, political subdivision, public corporation, taxing district, trust, or any other legal entity, but not the City or any Person under contract with the City to perform work in the Public Rights -of -Way. 13. "Public Right(s)-of-Way" shall mean the surface of, and the space above and below, any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public way, drive, circle or other public right-of-way, including any easement now or hereafter held by the City within the corporate boundaries of the City as now or hereafter constituted for the purpose of public travel, and over which the City has authority to grant permits, licenses, or franchises for use thereof, or has regulatory authority to thereover, excluding: railroad rights-of-way, airports, harbor areas, buildings, parks, poles, conduits, and excluding such similar facilities or property owned, maintained, or leased by the City in its proprietary capacity or as an operator of a utility. W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 3 of 20 5 6 14. "Public Works Director" shall mean the Public Works Director for the City or their designee, or such officer or person who has been assigned the duties of Public Works Director or their designee. 15. "Service" shall mean the service or services authorized to be provided by VERIZON under the terms and conditions of this Franchise Agreement. 16. "Telecommunications System" shall mean all necessary Facilities to establish a small cell network located in, under, and above City owned Public Right(s)- of-Way for the provision of personal wireless services, including: commercial mobile services, unlicensed wireless services, and common carrier wireless exchange access services. "Telecommunications System" shall not mean or include Facilities owned or used by VERIZON for the provision of cable television services, video programming, or services other than personal wireless services, including ownership and/or operation of a dark fiber network. 17. "Work" shall mean any and all activities of VERIZON, or its officers, directors, employees, agents, contractors, subcontractors, volunteers, invitees, or licensees, within the Public Rights -of -Way to Construct the Facilities. Section 2. Non-exclusive Franchise Granted. A. The City hereby grants to VERIZON, subject to the conditions prescribed in this ordinance ("Franchise Agreement"), the franchise rights and authority to Construct and operate its Facilities necessary for a Telecommunications System within all City -owned Public Rights -of -Way, generally described as that area within the present and future boundaries of the City and hereinafter referred to as the "Franchise Area". B. The foregoing franchise rights and authority ("Franchise") shall not be deemed to be exclusive to VERIZON and shall in no way prohibit or limit the City's ability to grant other franchises, permits, or rights along, over or under the areas to which this Franchise has been granted to VERIZON; provided, that such other franchises do not unreasonably interfere with VERIZON's exercise of franchise rights granted herein as determined by the City. This Franchise shall in no way interfere with existing utilities or in any way limit, prohibit or prevent the City from using the Franchise Area or affect the City's jurisdiction over such area in any way. C. This Franchise Agreement merely authorizes VERIZON to occupy and use the Franchise Area. Nothing contained herein shall be construed to grant or convey any right, title, or interest in the Franchise Area to VERIZON. D. The City does not warrant its title or property interest in or to any franchise area nor undertake to defend VERIZON in the peaceable possession or use of the franchise area. No covenant of quiet enjoyment is made. Section 3. Authority. The Director of Public Works or his or her designee is hereby granted the authority to administer and enforce the terms and provisions of this Franchise Agreement and may develop such lawful and reasonable rules, policies and procedures as he or she deems necessary to carry out the provisions contained herein. W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 4 of 20 Section 4. Franchise Term. The franchise rights granted herein shall remain in full force and effect for a period of 10 years from the effective date of this ordinance. However, this Franchise Agreement shall not take effect and VERIZON shall have no rights under this Franchise Agreement unless a written acceptance with the City is received pursuant to Section 5 of this Agreement. If VERIZON desires to renew this Franchise Agreement, it shall file a renewal application with the City between 180 days and 120 days prior to the expiration of the existing term. In the event of such filing, the City may extend the term of this Franchise Agreement for up to one year beyond the expiration date to allow processing of renewal. If the City elects to extend the term of this Franchise, written notice of the extension shall be provided to VERIZON prior to the Franchise expiration date. Section 5. Acceptance of Terms and Conditions. The full acceptance of this Franchise Agreement and all the terms and conditions shall be filed with the City Clerk within 30 days of the effective date of this ordinance in the form attached hereto as Exhibit A. Failure on the part of VERIZON to file said consent within 30 days of the effective date of this ordinance shall void and nullify any and all rights granted under this Franchise Agreement. Section 6. Construction Provisions and Standards. The following provisions shall be considered mandatory and failure to abide by any conditions described herein shall be deemed as non-compliance with the terms of this Franchise Agreement and may result in some or all of the penalties specified in Section 7. 1. Permit Required. No construction, maintenance, or repairs (except for emergency repairs) shall be undertaken in the Franchise Area without first obtaining appropriate Permits from the City of Tukwila. In case of an emergency, VERIZON shall, within 24 hours of the emergency, obtain a Permit from the City of Tukwila's Public Works Department. 2. Coordination. All capital construction projects performed by VERIZON within the Franchise Area shall be inspected by a City inspector. All work and inspection shall be coordinated with the Engineering Division of the Public Works Department to ensure consistency with City infrastructure, future Capital Improvement Projects, all developer improvements, and pertinent codes and ordinances in effect on the date the permits and authorizations are issued for the affected Facilities. 3. Notice to the Public. Except in the case of an Emergency, the City retains the right to require VERIZON to notify the public prior to commencing any significant planned Construction that VERIZON reasonably anticipates will materially disturb or disrupt public property or have the potential to present a danger or affect the safety of the public generally. 4. Use of Public Rights -of -Way. Within parameters related to the City's role in protecting the public health, safety, and welfare and except as may be otherwise preempted by Law, the City may require that Facilities be installed at a particular time, at a specific place, or in a particular manner as a condition of access to the proposed Franchise Area and may deny access if VERIZON is not willing to comply with such requirements; and, may require removal of any Facility that is not installed in W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 5 of 20 7 8 compliance with the Standards provided in this Franchise Agreement or which is installed without prior City approval of the time, place, or manner of installation. 5. Construction Standards. Any construction, installation, maintenance, and restoration activities performed by or for VERIZON within the Franchise Area shall be constructed and located so as to produce the least amount of interference with the free passage of pedestrian and vehicular traffic and the rights and reasonable convenience of property owners, businesses, and residents along the Public Rights -of - Way. All construction, installation, maintenance and restoration activities shall be conducted such that they conform to the City's development guidelines and standards in effect on the date the permits and authorizations are issued for the affected Facilities and comply with Title 11 of the Tukwila Municipal Code. VERIZON's Facilities shall be designed, located, aligned, and constructed so as not to disturb or impair the use or operation of any street improvements, utilities, and related facilities of the City or the City's existing lessees, licensees, permitees, franchisees, easement beneficiaries or lien holders, without prior written consent of the City or the parties whose improvements are interfered with and whose consent is required pursuant to agreements with the City existing prior to the effective date. 6. Duty to Restore. a. VERIZON shall, after completion of construction of any part of its Telecommunications System, leave the Public Rights -of -Way and other property disturbed nearby in as good or better condition in all respects as it was in before the commencement of such Construction. VERIZON agrees to promptly complete restoration work to the reasonable satisfaction of the City and in conformance with City Standards. b. If VERIZON's Work causes unplanned, unapproved, or unanticipated disturbance or alteration or damage to Public Rights -of -Way or other public property, VERIZON shall promptly remove any obstructions therefrom and restore such Public Rights -of -Way and public property to the satisfaction of the City and in accordance with City Standards. c. If weather or other conditions do not allow the complete restoration required, VERIZON shall temporarily restore the affected Public Right -of -Way or public property. VERIZON shall promptly undertake and complete the required permanent restoration when the weather or other conditions no longer prevent such permanent restoration. 7. Notice. If VERIZON's Work causes unplanned, unapproved, or unanticipated disturbance or damage to Public Rights -of -Way or other public or private property, VERIZON shall promptly notify the property owner within 24 hours. 8. Warranty. VERIZON shall warrant any restoration work performed by VERIZON in the Public Rights -of -Way or on other public property for 2 years, unless a longer period is required by applicable City Standards. If restoration is not satisfactorily and timely performed by VERIZON, the City may, after 30 days prior notice to VERIZON, or without notice where the disturbance or damage may create an imminent W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 6 of 20 risk to public health or safety, cause the repairs to be made and recover the cost of those repairs from VERIZON. Within 30 days of receipt of an itemized list of those costs, including the costs of labor, materials and equipment, VERIZON shall pay the City. 9. Restoration of Private Property. When VERIZON does any Work in the Public Rights -of -Way that affects, disturbs, alters, or damages any adjacent private property, it shall, at its own expense, be responsible for restoring such private property to the reasonable satisfaction of the private property owner. 10. Stop Work. On written notice from the City that any Work does not comply with the Franchise Agreement, the approved Design Documents for the Work, the Standards, or other applicable Law, or is being performed in an unsafe or dangerous manner as reasonably determined by the City, the non-compliant Work may immediately be stopped by the City. The stop work order shall be in writing, given to the Person doing the Work and be posted on the Work site, indicate the nature of the alleged violation or unsafe condition and establish conditions under which Work may be resumed. If so ordered, VERIZON shall cease and shall cause its contractors and subcontractors to cease such activity until the City is satisfied that VERIZON is in compliance. If an unsafe condition is found to exist, the City, in addition to taking any other action permitted under applicable Law, may order VERIZON to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition by a time the City establishes in its discretion. The City has the right to inspect, repair, and correct the unsafe condition if VERIZON fails to do so, and to reasonably charge VERIZON for the costs incurred to perform such inspection, repair, or correction. Payment by VERIZON will be made within 30 days following receipt of written notice including itemized invoice and supporting documentation evidencing such cost. The authority and remedy set forth herein in this section is in addition to, and not a substitute for, any authority the City may otherwise have to take enforcement action for violation of City codes or Standards. 11. Alteration. Except as may be shown in the Design Documents approved by the City or the records drawings, or as may be necessary to respond to an Emergency, VERIZON and VERIZON's contractors and subcontractors may not make any material alterations to the Franchise Area without the City's prior consent, which consent shall not be unreasonably withheld, delayed, or conditioned. The parties acknowledge that nothing in this agreement limits the City's rights under applicable federal, state, and local laws to regulate the placement and appearance of VERIZON's Facilities in the Franchise Area. Material alteration and/or deviation shall include, but not be limited to: a change in the dimension or height or location or placement of the Facilities. If VERIZON desires to change either the location of any Facilities or otherwise materially deviates from the approved design of any of the Facilities, VERIZON shall submit such change to the City in writing for its approval. VERIZON shall have no right to commence any such alteration or deviation until after VERIZON has received the City's approval of such change in writing. Under no circumstance shall VERIZON permanently affix anything in the Franchise Area that inconveniences the public use of the right of way or adversely affects the public health, safety, or welfare. W: Word Processinglordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 7 of 20 9 12. Underground Installation Required. All telecommunications cables and junction boxes or other vaulted system components shall be installed underground consistent with the requirements of Tukwila Municipal Code Section 11.32.090(B), unless otherwise exempted from this requirement, in writing, by the Public Works Director provided, however, this requirement shall not apply to the Facilities that are required to remain above ground in order to be functional. 13. Relocation. a. The City shall have the right to require VERIZON to alter, adjust, relocate, re -attach, secure, or protect in place its Facilities within the public right-of-way when reasonably necessary for construction, alteration, repair, or improvement of any portion of the public rights-of-way for purposes of public welfare, health, or safety ("Public Improvements"). Such Public Improvements include, but are not limited to: public rights-of-way construction; public rights-of-way repair (including resurfacing or widening); change of public rights-of-way grade; construction, installation or repair of sewers, drains, water pipes, power lines, signal lines, communication lines, or any other type of government-owned communications, utility, or public transportation systems, public work, public facility, or improvement of any government-owned utility; public rights-of-way vacation, and the construction of any public improvement or structure by any governmental agency acting in a governmental capacity. In the event the City requires VERIZON to relocate its Facilities, the City shall provide VERIZON with written notice requesting such relocation, along with plans for the public improvement that are sufficiently complete to allow for the initial evaluation, coordination and the development of a relocation plan. The City and VERIZON shall meet at a time and location determined by the City to discuss the project requirements including critical timelines, schedules, construction standards, utility conflicts, as -built requirements, and other pertinent relocation plan details. The City shall notify VERIZON as soon as practicable of the need for relocation and shall specify the date by which relocation shall be completed. Except in case of emergency such notice shall be no less than 90 days. b. To ensure timely execution of relocation requirements, VERIZON shall, upon written request from the City, provide at VERIZON's expense, base maps, current as -built information, detailed relocation plan (including detailed schedule of relocation activities, identification of critical path, identification of Facilities, and relocation procedures), and other design, technical or operational requirements within the time frame specified by the City. c. VERIZON may, after receipt of written notice requesting a relocation of its Facilities, submit to the City written alternatives to such relocation within the time specified by the City. Such alternatives shall include the use and operation of temporary Facilities in adjacent rights-of-way. The City shall evaluate such alternatives and advise VERIZON in writing if one or more of the alternatives are suitable to accommodate the work, which would otherwise necessitate relocation of the Facilities. If requested by the City, VERIZON shall submit additional information to assist the City in making such evaluation. The City shall give each alternative proposed by VERIZON full and fair consideration. In the event the City, in its sole discretion, decides not to W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 0 GL:bjs Page 8 of 20 accept the alternatives suggested by VERIZON, VERIZON shall relocate its Facilities as otherwise specified in Section 6, subparagraph 5. d. Upon final approval of the relocation plan by the City, VERIZON shall, at its own expense, unless otherwise prohibited by statute, and at the time frame specified by the City, temporarily or permanently remove, relocate, place underground, change, or alter the position of any Facilities or structures within the right-of-way whenever the City has determined that such removal, relocation, undergrounding, change or alteration is reasonably necessary for the construction, repair, maintenance, installation, public safety, or operation of any public improvement in or upon the rights- of-way. In the event relocation is required by reason of construction by a third party, non-governmental entity, for the sole benefit of the third party, non-governmental entity then VERIZON's relocation costs shall be borne by the third party. e. If during the construction, repair, or maintenance of the City's public improvement project an unexpected conflict occurs from VERIZON's Facilities, VERIZON shall, upon notification from the City, respond within 24 hours to resolve the conflict. f. VERIZON acknowledges and understands that any delay by VERIZON in performing the work to alter, adjust, relocate, or protect in place its Facilities within the public rights-of-way may delay, hinder, or interfere with the work performed by the City and its contractors and subcontractors in furtherance of construction, alteration, repair, or improvement of the public rights-of-way, and result in damage to the City, including but not limited to, delay claims. VERIZON shall cooperate with the City and its contractors and subcontractors to coordinate such relocation work to accommodate the public improvement project and project schedules to avoid delay, hindrance of, or interference with such project. g. Should VERIZON fail, within 30 days of receipt of written notice from the City, to alter, adjust, protect in place or relocate any Facilities ordered by the City to be altered, adjusted, protected in place, or relocated, within the time prescribed by the City, given the nature and extent of the work, or if it is not done to the City's reasonable satisfaction, the City may, to the extent the City may lawfully do so, cause such work to be done and bill the reasonable cost of the work to VERIZON, including all reasonable costs and expenses incurred by the City due to VERIZON's delay. In such event, the City shall not be liable for any damage to any portion of VERIZON's system. In addition to any other indemnity set forth in this Franchise Agreement, VERIZON will indemnify, hold harmless, and pay the costs of defending the City from and against any and all claims, suits, actions, damages, or liabilities for delays on public improvement construction projects caused by or arising out of the failure of VERIZON to adjust, modify, protect in place, or relocate its Facilities in a timely manner; provided that, VERIZON shall not be responsible for damages due to delays caused by the City. W: Word Processing1Ordinances\Ver€zon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 9 of 20 11 14. Removal or Abandonment. Upon the removal from service of any service antennas or other associated structures, Facilities and amenities, VERIZON shall comply with all applicable standards and requirements prescribed by the City of Tukwila's Public Works Department for the removal or abandonment of said structures and Facilities. No facility constructed or owned by VERIZON shall be abandoned without the express written consent of the City. 15. Bond. Before undertaking any of the work, installation, improvements, construction, repair, relocation, or maintenance authorized by this Franchise Agreement, VERIZON shall, upon the request of the City, furnish one bond executed by VERIZON for all of its Facilities in the City's rights-of-way, in such sum as may be set and approved by the City as sufficient to ensure performance of VERIZON's obligations under this Franchise Agreement, provided, however, that such sum shall not exceed 150% of the cost of the Telecommunications System to be installed by VERIZON in the City rights-of-way. At VERIZON's sole option, VERIZON may provide alternate security in the form of an assignment of funds or a letter of credit, in the same amount as the bond. All forms of security shall be in the form reasonably acceptable to the City. The bond shall be conditioned so that VERIZON shall observe all the covenants, terms, and conditions and shall faithfully perform all of the obligations of this Franchise Agreement, and to repair or replace any defective VERIZON work or materials discovered in the City's roads, streets, or property. 16. "One -Call" Location and Liability. VERIZON shall subscribe to and maintain membership in the regional "One -Call" utility location service and shall promptly locate all of its lines upon request. The City shall not be liable for any damages to VERIZON's system components or for interruptions in service to VERIZON customers which are a direct result of work performed for any City project for which VERIZON has failed to properly locate its lines and Facilities within the prescribed time limits and guidelines established by One -Call. The City shall also not be liable for any damages to the VERIZON system components or for interruptions in service to VERIZON customers resulting from work performed under a permit issued by the City. 17. As -Built Plans Required. VERIZON shall maintain accurate engineering plans and details of all installations within the City limits and shall provide, at no cost to the City, such information in both paper form and electronic form using the most current AutoCAD version prior to close-out of any permits issued by the City and any work undertaken by VERIZON pursuant to this Franchise Agreement. The City shall reasonably determine the acceptability of any as -built submittals provided under this section. 18. Recovery of Costs. VERIZON shall be subject to all permit fees associated with activities undertaken through the authority granted in this Franchise Agreement or under ordinances of the City in effect on the date the permits and authorizations are issued for the affected Facilities. Where the City incurs reasonable costs and expenses for review or inspection of activities undertaken through the authority granted in this Franchise Agreement or any ordinances relating to the subject for which permit fees have not been established, VERIZON shall pay such reasonable costs and expenses directly to the City. W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 12 GL:bjs Page 10 of 20 19. Taxes. Nothing contained in this Franchise Agreement shall exempt VERIZON's obligation to pay any applicable utility tax, business tax, or ad valorem property tax, now or hereafter levied against real or personal property owned by VERIZON within the City, or against any local improvement assessment imposed on VERIZON. Any fees, charges, and/or fines provided for in the City Municipal Code or any other City ordinance, are separate from, and additional to, any and all federal, state, local, and City taxes as may be levied, imposed, or due from VERIZON. 20. Vacation. If, at any time, the City shall vacate any City road, right-of-way or other City property which is subject to rights granted by this Franchise Agreement and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other City property for the use of the City, in either its proprietary or governmental capacity, then the City may, at its option and by giving 60 - days written notice to VERIZON, terminate this Franchise Agreement with reference to such City road, right-of-way or other City property so vacated, and the City shall not be liable for any damages or loss to VERIZON by reason of such termination other than those provided for in RCW 35.99. Section 7. Franchise Compliance. A. Franchise Violations. The failure by VERIZON to fully comply with any of the provisions of this Franchise Agreement may result in a written notice from the City that describes the violations of the Franchise Agreement and requests remedial action within 60 days of receipt of such notice. If VERIZON has not attained full compliance at the end of the 60 -day period following receipt of the violation notification, the City may declare an immediate termination of all franchise rights and privileges, provided that full compliance was reasonably possible within that 60 -day period. B. Emergency Actions. 1. If any of VERIZON's actions under this Franchise Agreement, or any failure by VERIZON to act to correct a situation caused by VERIZON, is reasonably deemed by the City to create a threat to life or property, financial harm, or cause a delay of the construction, repair or maintenance of the public improvement, the City may order VERIZON to immediately correct said threat, financial harm, or delay or, at the City's discretion, the City may undertake measures to correct said threat, financial harm or delay itself; provided that, when possible, the City shall notify VERIZON in writing and give VERIZON an opportunity to correct within a specified time said threat, financial harm or delay before undertaking such corrective measures. VERIZON shall be liable for all reasonable costs, expenses and damages attributed to the correction of such an emergency situation as undertaken by the City to the extent that such situation was caused by VERIZON and shall further be liable for all reasonable costs, expenses and damages resulting to the City from such situation and any reimbursement of such costs to the City shall be made within 30 days of written notice of the completion of such action or determination of damages by the City. The failure by VERIZON to take appropriate action to correct a situation caused by VERIZON and identified by the City as a threat to public or private safety or property, financial harm, or delay of the W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 11 of 20 13 14 construction, repair or maintenance of the public improvement shall be considered a violation of the terms of this Franchise Agreement. 2. If, during construction or maintenance of VERIZON's Facilities, any damage occurs to an underground facility and the damage results in the release of natural gas or other hazardous substance or potentially endangers life, health or property, VERIZON or its contractor shall immediately call 911 or other local emergency response number. C. Other Remedies. Nothing contained in this Franchise Agreement shall limit the City's available remedies in the event of VERIZON's failure to comply with the provisions of this Franchise Agreement, to include but not limited to, the City's right to a lawsuit for specific performance and/or damages. D. Removal of System. In the event this Franchise Agreement is terminated as a result of violations of the terms of this Franchise Agreement, VERIZON shall, at its sole expense, remove all system components and Facilities within 60 days of such termination, provided that the City, at its sole option, may allow VERIZON to abandon its Facilities in place. E. Receivership. At the option of the City, subject to applicable law and lawful orders of courts of competent jurisdiction, this Franchise may be revoked after the appointment of a receiver or trustee to take over and conduct the business of VERIZON whether in a receivership, reorganization, bankruptcy, or other action or proceeding, unless: 1. The receivership or trusteeship is timely vacated; or 2. The receiver or trustee has timely and fully complied with all the terms and provisions of this Franchise Agreement, and has remedied all defaults under the Franchise Agreement. Additionally, the receiver or trustee shall have executed an agreement duly approved by the court having jurisdiction, by which the receiver or trustee assumes and agrees to be bound by each and every term, provision, and limitation of this Franchise Agreement. Section 8. Insurance. A. VERIZON shall maintain Commercial General liability insurance during the full term of this Franchise Agreement for bodily injury (including death) and property damages. The limit of liability shall be a combined single limit in the amount of $2,000,000 for each occurrence and $2,000,000 general aggregate. B. Such insurance shall include as additional insured, the City, its officers, officials, and employees as their interest may appear under this Franchise Agreement, excluding worker's compensation and employer's liability; shall apply as primary insurance; and shall stipulate that no insurance affected by the City will be called on to contribute to a loss covered thereunder. Upon receipt of notice from its insurer(s) that any insurance required by this Franchise Agreement will be cancelled or will not be renewed, and VERIZON will not replace such insurance with coverage as required by this Franchise Agreement, VERIZON shall provide the City with 30 days prior written W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 12 of 20 notice of such cancellation. Notice shall be provided as required by Section 12 below. Should the City receive such notice, at City's discretion, the City may send a notice of default to VERIZON allowing VERIZON 15 days to cure its failure to maintain insurance as required by this Franchise Agreement. If VERIZON fails to cure the default within such 15 -day period, the City may unilaterally terminate this Franchise Agreement by sending a written notice of termination to VERIZON. C. VERIZON's contractors and subcontractors performing Work in the Public Rights -of -Way shall comply with such bond, indemnity, and insurance requirements as may be required by City code or regulations, or other applicable Law. Any contractors or subcontractors performing Work within the Public Rights -of -Way on behalf of VERIZON shall be deemed servants and agents of VERIZON for the purposes of this Franchise Agreement and are subject to the same restrictions, limitations, and conditions as if the Work were performed by VERIZON. VERIZON shall be responsible for all Work performed by its contractors and subcontractors and others performing Work on its behalf as if the Work were performed by it, and shall ensure that all such Work is performed in compliance with this Franchise Agreement and other applicable laws, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is VERIZON's responsibility to ensure that contractors, subcontractors, or other Persons performing Work on VERIZON's behalf are familiar with the requirements of this Franchise Agreement and other applicable Laws governing the Work performed by them. Section 9. Other Permits and Approvals. Nothing in this Agreement shall relieve VERIZON from any obligation to obtain approvals or necessary permits from applicable federal, state, and City authorities for all activities in the Franchise Area. Section 10. Transfer of Ownership. A. The rights, privileges, benefits, title, or interest provided by this Franchise shall not be sold, transferred, assigned or otherwise encumbered, without the prior written consent of the City, with such consent not being unreasonably withheld or delayed. No such consent shall be required, however, for a transfer in trust, by other hypothecation, or by assignment or any rights, title or interest in VERIZON's telecommunications system in order to secure indebtedness. Approval shall not be required for mortgaging purposes provided that the collateral pledged for any mortgage shall not include the assets of this franchise. Approval shall not be required for any transfer from VERIZON to another person or entity controlling, controlled by, or under common control with VERIZON. VERIZON may license Facilities to other users without the consent of the City provided that VERIZON remains solely responsible for the terms and conditions outlined in this Franchise Agreement. B. In any transfer of this Franchise which requires the approval of the City, VERIZON shall show that the recipient of such transfer has the technical ability, financial capability, and any other legal or general qualifications as reasonably determined by the City to be necessary to ensure that the obligations and terms required under this Franchise Agreement can be met to the full satisfaction of the City. This Franchise may not be transferred without filing or establishing with the City the W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 13 of 20 15 16 insurance certificates, security fund, and performance bond as required pursuant to this Franchise. The qualifications of any transferee shall be determined by a hearing before the City Council and the approval to such transfer shall be granted by resolution of the City Council. Any reasonable administrative costs associated with a transfer of this Franchise that requires the approval of the City shall be reimbursed to the City within 30 days of such transfer. The transferee(s) shall thereafter be responsible for all obligations of VERIZON with respect to the Franchise; provided, that the transfer shall not in any respect relieve VERIZON, or any of its successors in interest, of responsibility for acts or omissions, known or unknown, or the consequences thereof, if the acts or omissions occur before the time of the transfer. Section 11. Administrative Fees. A. Pursuant to the Revised Code of Washington (RCW), the City is precluded from imposing franchise fees for "telephone businesses" as defined in RCW 82.16.010, or "service provider" as defined in RCW 35.99.010, except that fees may be collected for administrative expenses related to such franchise. VERIZON does hereby warrant that its operations, as authorized under this Franchise Agreement, are those of a telephone business as defined in RCW 82.16.010 or a service provider as defined in 35.99.010. B. VERIZON shall be subject to a one-time $5,000 administrative fee for reimbursement of costs associated with the preparation, processing and approval of this Franchise Agreement. These costs shall include, but not be limited to, wages, benefits, overhead expenses, equipment and supplies associated with such tasks as plan review, site visits, meetings, negotiations and other functions critical to proper management and oversight of the City's right-of-way. Administrative fees exclude normal permit fees as stipulated in Title 11 of the Tukwila Municipal Code. Payment of the one-time administrative fee is due 30 days after notice of franchise approval. C. The City reserves the right to exercise authority it has or may acquire in the future to charge a franchise fee as authorized by law and VERIZON shall in good faith endeavor to negotiate a reasonable Franchise fee or other fee if future law permits the City to charge a Franchise fee. However, the parties shall negotiate a site-specific charge acceptable to the parties for facilities for personal wireless services that meet one of the criteria in RCW 35.21.860(1)(e)(i)-(iii). Pursuant to RCW 35.21.860(1)(e), the City is not required to approve a use permit for the placement of a facility for personal wireless services that meets one of the criteria set forth in RCW 35.21.860(1)(e)(i)-(iii) absent such an agreement. D. In the event VERIZON submits a request for work beyond the scope of this Franchise Agreement, or submits a complex project that requires significant comprehensive plan review or inspection, VERIZON shall reimburse the City for franchise amendments and reasonable expenses associated with the project. VERIZON shall pay such costs within 60 days of receipt of a bill from the City. E. Failure by VERIZON to make full payment of bills within the time specified shall be considered sufficient grounds for the termination of all rights and privileges existing under this ordinance, utilizing the procedures specified in Section 7 of this ordinance. W: Word Processing\OrdinancesNerizon-Seattie SMSA Franchise Agreement 1-29-18 GL:bjs Page 14 of 20 Section 12. Notices. Any notice to be served upon the City or VERIZON shall be delivered to the following addresses respectively: City of Tukwila Office of the City Clerk 6200 Southcenter Boulevard Tukwila, WA 98188 Email: TukwilaCityClerk@tukwilawa.gov Phone: 206-433-1855 With a copy to: Public Works Director City of Tukwila 6300 Southcenter Boulevard Ste. 100 Tukwila, WA 98188 Seattle SMSA Limited Partnership d/b/a Verizon Wireless Attn: Network Real Estate 180 Washington Valley Road Bedminster, NJ 07921 With a copy to: Seattle SMSA Limited Partnership d/b/a Verizon Wireless Attn: Pacific Market General Counsel 15505 Sand Canyon Ave. Irvine, CA 92618 Section 13. Indemnification. A. VERIZON shall use reasonable and appropriate precautions to avoid damage to persons or property in the construction, installation, repair, operation, and maintenance of its structures and Facilities within the Franchise Area. VERIZON shall release, indemnify, defend, and hold the City harmless from all claims, actions or damages, including reasonable attorney's and expert witness fees, which may accrue to or be suffered by any person or persons, corporation or property to the extent caused in part or in whole by any act or omission of VERIZON, its officers, agents, servants or employees, carried on in the furtherance of the rights, benefits, and privileges granted to VERIZON by this Franchise. In the event any claim or demand is presented to or filed with the City that gives rise to VERIZON's obligation pursuant to this section, the City shall within a reasonable time notify VERIZON thereof and VERIZON shall have a right, at its election, to settle or compromise such claim or demand. In the event any claim or action is commenced in which the City is named a party, and which suit or action is based on a claim or demand which gives rise to VERIZON's obligation pursuant to this section, the City shall promptly notify VERIZON thereof, and VERIZON shall, at its sole W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 15 of 20 17 cost and expense, defend such suit or action by attorneys of its own election. In defense of such suit or action, VERIZON may, at its election and at its sole cost and expense, settle or compromise such suit or action. This section shall not be construed to require VERIZON to: 1. protect and save the City harmless from any claims, actions or damages; 2. settle or compromise any claim, demand, suit or action; 3. appear in or defend any suit or action; or, 4. pay any judgment or reimburse the City's costs and expenses (including reasonable attorney's fees), to the extent such claim arises out of the negligence or intentional acts of the City, its employees, agents or independent contractors. B. To the extent of any concurrent negligence between VERIZON and the City, VERIZON's obligations under this paragraph shall only extend to its share of negligence or fault. The City shall have the right at all times to participate through its own attorney in any suit or action that arises out of any right, privilege, and authority granted by or exercised pursuant to this Franchise Agreement when the City determines that such participation is required to protect the interests of the City or the public. Such participation by the City shall be at the City's sole cost and expense. C. With respect to the performance of this Franchise and as to claims made by VERIZON's employees against the City, its officers, agents and employees, VERIZON expressly waives its immunity under Title 51 of the Revised Code Washington, the Industrial Insurance Act for injuries to its officers, agents and employees and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of VERIZON's officers, agents or employees against the City. This waiver is mutually negotiated by the parties. Section 14. Severability. If any section, sentence, clause or phrase of this ordinance is held to be invalid or unconstitutional by a court of competent jurisdiction, the City may elect to treat the portion declared invalid or unconstitutional as severable and enforce the remaining provisions of this ordinance; provided that, if the City elects to enforce the remaining provisions of the ordinance, Verizon shall have the option to terminate the Franchise Agreement. Section 15. Reservation of Rights. A. The parties agree that this Franchise Agreement is intended to satisfy the requirements of all applicable laws, administrative guidelines, rules, orders and ordinances in effect on the date the permits and authorizations are issued for the affected Facilities. Accordingly, any provision of this Franchise Agreement or any local ordinance that may conflict with or violate the law shall be invalid and unenforceable, whether occurring before or after the execution of this agreement, it being the intention of the parties to preserve their respective rights and remedies under the law, and that the execution of this Franchise Agreement does not constitute a waiver of any rights or obligations by either party under the law. W: Word Processing1Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 1 8 GL:bjs Page 16 of 20 B. Nothing in this Franchise Agreement shall prevent the City from constructing sanitary or storm sewers; grading, changing grade, paving, repairing, widening or otherwise altering any Public Rights -of -Way; laying down, repairing or removing water mains; or installing conduit or fiber optic cable. Section 16. Police Powers. A. Nothing contained herein shall be deemed to affect the City's authority to exercise its police powers. VERIZON shall not by this Franchise Agreement obtain any vested rights to use any portion of the City right-of-way except for the locations approved by the City and then only subject to the terms and conditions of this Franchise Agreement. This Franchise Agreement and the permits issued thereunder shall be governed by applicable City ordinances in effect at the time of application for such permits. B. Nothing in this Franchise Agreement shall be deemed to impose any duty or obligation upon the City to determine the adequacy or sufficiency of VERIZON's Facilities. City's approvals and inspections as provided herein are for the sole purpose of protecting the City's rights as the owner and/or manager of the Public Rights -of -Way and shall not constitute any representation or warranty, express or implied, as to the adequacy of the design or Construction of the Facilities or Telecommunications System, suitability of the Franchise area for Construction, or any obligation on the part of the City to insure that Work or materials are in compliance with any requirements imposed by a governmental entity. The City is under no obligation or duty to supervise the design, Construction, or operation of the Telecommunications System. Section 17. Future Rules, Regulations and Specifications. VERIZON acknowledges that the City may develop rules, regulations and specifications, including a general ordinance or other regulations governing telecommunications operations in the City. Such regulations, upon written notice to VERIZON, shall thereafter govern VERIZON's activities hereunder; provided, however, that in no event shall regulations: 1. materially interfere with or adversely affect VERIZON's rights pursuant to and in accordance with this Franchise Agreement; or 2. be applied in a discriminatory manner as it pertains to VERIZON and other similar user of such facilities. Section 18. Entire Agreement. This Franchise Agreement contains all covenants and agreements between the City and VERIZON relating in any manner to the Franchise, use, and occupancy of the Public Rights -of -Way and other matters set forth in this Franchise Agreement. No prior agreements or understanding pertaining to the same, written or oral, shall be valid or of any force or effect and the covenants and agreement of VERIZON shall not be altered, modified, or added to except in writing signed by the City and VERIZON and approved by the City in the same manner as the original Franchise was approved. W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 17 of 20 19 Section 19. Calculation of Time. Except where a period of time refers to "business days," all periods of time referred to herein shall include Saturdays, Sundays, and legal holidays in the State of Washington, except that if the last day of any period falls on any Saturday, Sunday, or legal holiday in the State of Washington, the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington; provided that, the effective date shall be determined as provided in this Franchise Agreement. Section 20. Time Limits Strictly Construed. Whenever this Franchise Agreement sets forth a time for any act to be performed by VERIZON, such time shall be deemed to be of the essence, and any failure of VERIZON to perform within the allotted time may be considered a Default of this Franchise Agreement. Section 21. Joint Venture. It is not intended by this Franchise Agreement to, and nothing contained in this Franchise Agreement shall, create any partnership, joint venture, or principal -agent relationship or other arrangement between VERIZON and City. Neither Party is authorized to, nor shall either Party act toward third Persons or the public in any manner that would indicate any such relationship. The Parties intend that the rights, obligations, and covenants in this Franchise Agreement and any collateral instruments shall be exclusively enforceable by the City and VERIZON, their successors, and assigns. No Person not a Party hereto, and no such Person shall have any right or cause of action hereunder, except as may be otherwise provided herein. Further, VERIZON 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 City. However, nothing in this section prevents an assignment as provided for in this Franchise Agreement. Section 22. Binding Effect Upon Successors and Assigns. All of the provisions contained in this Franchise Agreement shall be binding upon the heirs, successors, executors, administrators, receivers, trustees, legal representatives, transferees and assigns of VERIZON; and all privileges as well as any obligations and liabilities of VERIZON shall inure to its heirs, successors, and assigns equally as if they were specifically mentioned wherever VERIZON is named herein. Section 23. Waiver. No failure by either Party to insist upon the performance of any of the terms of this Franchise Agreement or to exercise any right or remedy consequent upon a Default thereof, shall constitute a waiver of any such Default or of any of the terms of this Franchise Agreement. None of the terms of this Franchise Agreement to be kept, observed, or performed by either Party, and no Default thereof, shall be waived, altered, or modified except by a written instrument executed by the injured Party. No waiver of any Default shall affect or alter this Franchise Agreement, but each of the terms of this Franchise Agreement shall continue in full force and effect with respect to any other then existing or subsequent Default thereof. No waiver of any Default of the defaulting Party shall be implied from any omission by the injured Party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. One or more waivers W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 20 GL:bjs Page 18 of 20 by the injured Party shall not be construed as a waiver of the subsequent Default of the same covenant, term, or conditions. Section 24. Survival of Terms. Upon the expiration, termination, revocation, or forfeiture of the Franchise Agreement, VERIZON shall no longer have the right to occupy the Franchise area for the purpose of providing services authorized herein. However, VERIZON's obligations under this Franchise Agreement to the City shall survive the expiration, termination, revocation, or forfeiture of these rights according to its terms for so long as VERIZON's Telecommunications System or any part thereof shall remain in whole or in part in the Public Rights -of -Way, or until such time as VERIZON transfers ownership in all Facilities in the Franchise Area to the City or a third - Party, or until such time as VERIZON abandons said Facilities in place, all as provided herein. Said obligations include, but are not limited to: VERIZON's obligations to indemnify, defend, and protect the City, to provide insurance, to relocate its Facilities, and to reimburse the City for its costs to perform VERIZON's work. Section 25. Force Majeure. A. In the event VERIZON is prevented or delayed in the performance of any of its obligations herein due to circumstances beyond its control or by reason of a force majeure occurrence, such as, but not limited to, acts of God, acts of terrorism, war, riots, civil disturbances, natural disasters, floods, tornadoes, earthquakes, severe weather conditions, employee strikes and unforeseen labor conditions not attributable to VERIZON's employees, VERIZON shall not be deemed in Default of provisions of this Franchise Agreement. B. If VERIZON believes that circumstances beyond its control or by reason of a force majeure occurrence have prevented or delayed its compliance with the provisions of this Franchise Agreement, VERIZON shall provide documentation as reasonably required by the City to substantiate VERIZON's claim. VERIZON shall have a reasonable time, under the circumstances, to perform the affected obligation under this Franchise Agreement or to procure a substitute for such obligation that is satisfactory to the City; provided that VERIZON shall perform to the maximum extent it is able to perform and shall take reasonable steps within its power to correct such cause(s) in as expeditious a manner as possible, provided that VERIZON takes prompt and diligent steps to bring itself back into compliance and to comply as soon as possible under the circumstances with the Franchise Agreement without unduly endangering the health, safety, and integrity of VERIZON's employees or property, or the health, safety, and integrity of the public, Public Rights -of -Way, public property or private property. Section 26. Attorneys' Fees. In the event a suit, action, arbitration, or other proceeding of any nature whatsoever, whether in contract or in tort or both, is instituted to enforce any word, article, section, subsection, paragraph, provision, condition, clause or sentence of this Franchise Agreement or its application to any person or circumstance, the prevailing Party shall be entitled to recover from the losing Party its reasonable attorneys, paralegals, accountants, and other expert fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith, as allowed by Washington law and as determined by the judge or arbitrator at W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs Page 19 of 20 21 trial or arbitration, as the case may be, or on any appeal or review, in addition to all other amounts provided by Law. This provision shall cover costs and attorneys' fees related to or with respect to proceedings in Federal Bankruptcy Courts, including those related to issues unique to bankruptcy law. This provision shall not apply to the extent that the suit, action, arbitration, or other proceeding is brought to interpret any term, condition, provision, section, article, or clause of this Franchise Agreement. Section 27. Venue. This Franchise Agreement shall be governed by, and construed in accordance with the laws of the State of Washington. Any action brought relative to enforcement of this Franchise Agreement, or seeking a declaration of rights, duties, or obligations herein shall be initiated in the Superior Court of King County, and shall not be removed to a federal court, except as to claims over which such Superior Court has no jurisdiction. Removal to federal court shall be to the Federal Court of the Western District of Washington. Section 28. Corrections by City Clerk or Code Reviser. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; or ordinance numbering and section/subsection numbering. Section 29. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of , 2018. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM BY: Rachel B. Turpin, City Attorney Verna Seal, Mayor Pro Tempore Filed with the City Clerk: Passed by the City Council: Published: Effective Date: Ordinance Number: Attachment: Exhibit A — Franchise Agreement Acceptance Form W: Word Processing\Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 GL:bjs 22 Page 20 of 20 Date: EXHIBIT A Seattle SMSA Limited Partnership, d/b/a Verizon Wireless Franchise Agreement Acceptance Form City of Tukwila City Clerk's Office 6200 Southcenter Boulevard Tukwila, WA 98188 Dear City Clerk: Re: Ordinance No. , adopted on In accordance with and as required by Section 5 of City of Tukwila Ordinance No. , passed by the City Council and approved by the Mayor on (the "Ordinance"), Seattle SMSA Limited Partnership, a Delaware limited partnership, d/b/a Verizon Wireless, hereby accepts the terms, conditions and obligations to be complied with or performed by it under the Ordinance. Sincerely, Jim R. Creel, Jr., Director — Network Field Engineering cc: Public Works Director, City of Tukwila 23 24 COUNCIL AGENDA SYNOPSIS I nitials MeetingDate Prepared by Mayor's review Council review 03/19/18 RB lav U l ❑ Ordinance Alto Date ❑ I3id Award AItg Date ❑ Public Hearing AltsDate ❑ Other Altg Date SPONSOR ❑Council HR DCD ❑Finance Fire ❑TS ❑P&R❑Police ❑PIF ❑Court ►1 Mayor SPONSOR'S The Council is being asked to approve contract amendments for due diligence services Su\1MAR1' associated with the Public Safety Plan. RIiiA'IN WI11) DY ❑ C.O.W. Mtg. ❑ CDN Comm ❑ Finance Comm. ❑ Trans &Infrastructure ❑ Arts Comm. ❑ Parks Comm. DATE: 3/5/18 COMMITTEE CI-IAIR: 11 Public Safety Comm. ❑ Planning Comm. HOUGARDY ITEM INFORMATION ITEM No. 4.B. STAFF SPONSOR: RACHEL BIANCHI ORIGINAL AG1,:NI)A DA'[p: 3/19/18 AG1:No.\ IT1:\r TITI.I: Due diligence services associated with the Public Safety Plan contract amendments C.VI'I XP )R'' ❑ D Allynate LI. cuss/on ❑ Motion ANDale 3/19/18 ❑ Resolution Ally Dale ❑ Ordinance Alto Date ❑ I3id Award AItg Date ❑ Public Hearing AltsDate ❑ Other Altg Date SPONSOR ❑Council HR DCD ❑Finance Fire ❑TS ❑P&R❑Police ❑PIF ❑Court ►1 Mayor SPONSOR'S The Council is being asked to approve contract amendments for due diligence services Su\1MAR1' associated with the Public Safety Plan. RIiiA'IN WI11) DY ❑ C.O.W. Mtg. ❑ CDN Comm ❑ Finance Comm. ❑ Trans &Infrastructure ❑ Arts Comm. ❑ Parks Comm. DATE: 3/5/18 COMMITTEE CI-IAIR: 11 Public Safety Comm. ❑ Planning Comm. HOUGARDY RECOMMENDATIONS: SPONSC)R/A1)NIIN. Com.\rrrrl:l: Mayor's Office Forward to Regular Mtg. 3/19 due to cancellation of 3/12 C.O.W. COST IMPACT / FUND SOURCE F\PNNr)I1'URI: RkQUIRI?ll AMOUNT BUDGETED APPROPRIATION REQUIRED $57,325 $ $ Fund Source: PUBLIC SAFETY BONDS Comments: MTG. DATE RECORD OF COUNCIL ACTION 3/19/18 MTG. DATE ATTACHMENTS 3/19/18 Informational Memorandum dated February 26, 2018 Consultant contract amendments Scopes and fee estimates Minutes from the Public Safety Committee meeting of 3/5/18 nr_ 26 City of Tukwila Allan Ekberg, Mayor Public Works Department - Bob Giberson, Director INFORMATIONAL MEMORANDUM TO: City Council, Committee of the Whole FROM: Rachel Bianchi, Communications Director BY: D.J. Baxter, Shiels Obletz Johnsen CC: Mayor Ekberg DATE: February 26, 2018 SUBJECT: Public Safety Plan, Due Diligence Consulting Services Contract Amendments ISSUE Amend contracts to provide additional required due diligence consulting services for the properties selected to implement the Public Safety Plan. BACKGROUND The City has identified its preferred sites for each of the facilities to be built under the Public Safety Plan. These include the Justice Center, the Public Works Shops, and Fire Stations 52 and 54. In fall 2017, the City executed contracts for the following services, which are needed to support the investigation and acquisition of properties for each of these facilities: 1, Geotechnical Analysis 2. Environmental Analysis 3. Survey With each of these contracts, we have either received new information or encountered the need for additional work to complete a thorough and responsible investigation for the Public Safety Plan properties. More details are provided below. Because the work and property negotiations are still ongoing, we also want to plan for potential unforeseen investigation requirements, which may need to be activated on short notice. To allow for this possibility, we request authorization for a contingency amount to be included for each contract, in addition to the additional work currently being proposed. Notices to proceed would only authorize the amounts listed as fees. The contractors would not have access to the "contingency" amounts unless the City issues written authorization to proceed with additional work. Geotechnical: The original contract for geotechnical investigations of the Public Works and Justice Center sites anticipated that the contractor would be able to access all of the parcels on each site simultaneously. The differing approaches of the various property owners on the Justice Center site have necessitated staggered access to the properties, creating additional mobilization costs for the contractor. We propose to amend the geotechnical contract to cover the added mobilization costs, plus an additional authorization for $10,000 to cover likely additional schedule challenges due to varying timelines associated with property access. Environmental: The original contract for environmental assessments provided for Phase 1 environmental reports on almost all of the short-listed sites for the Public Safety Plan facilities, and Phase 2 reports for the Public Works and Justice Center sites. We did not request a Phase 1 report for the final FS 52 site, because the City already owns the property. We have not been able to find a prior evaluation in the City's records, so we recommend conducting a Phase 1 study for the FS 52 site now. We also did not plan on Phase 2 work for the FS 54 site, as it is a former nursery in a residential neighborhood, a seemingly unlikely candidate for serious contamination. But the Phase 1 report for that site identified 27 some concerns that warranted additional investigation and soil testing. This contract amendment includes the cost of that work. Finally the staggered access to the Justice Center site has increased the costs for the Phase 2 work on that site. The contract amendment will include those added costs, along with authorization for an additional $15,000 for unforeseen needs. Survey: The original contract with BRH provided ALTA surveys for each of the intended Public Safety sites (Justice Center, Public Works, Fire Stations 52 and 54). In order to better understand the site costs at the FS 52 site, the team must have a detailed topographical survey. The proposed amendment includes the fee and reimbursables. The table below identifies the firms contracted for each type of work, the amount of the original contracts, and the proposed contract revisions. Service Type GeoTech Environmental Currently Contracted Work Consultant Shannon & Wilson Sound Earth Current Work Scope GeoTechnical Analysis for JC, PW Phase 1 Reports for FS52_E (not selected); FS54; JC7, JC8, PW. Phase 2 Reports for PW, JC7 Survey BRH ALTA Surveys for JC, PW, FS52 and 54 Total Currently Contracted Price $37,700 $126,937 $57,400 Proposed Contract Amendments Total Proposed Additional Work Scope Extra mobilization costs + contingency. Phase 1 Report for 52; Phase 2 Report for FS54; Mobilization costs + contingency. Fee $1,000 $21,325 Contin- gent $10,000 $15,000 Contract Price Total $11,000 $36,325 $48,700 $163,262 Detailed topographical survey for FS 52 site Total Due Diligence Additions $222,037 Requested $10,000 $0 $10,000 $67,400 $32,325 $25,000 $57,325 $279,362 FISCAL IMPACT: The cost estimate for these additional due diligence services is $57,325 RECOMMENDATION: The Committee is being asked to approve the contract amendments for additional due diligence services for scopes of work and associated fees as described above and place them directly on the March 19, 2018 Regular Meeting due to the cancellation of the March 12, 2018 Committee of the Whole meeting. ATTACHMENTS: Consultant Contract Amendments Scopes of Work and Fee Estimates 28 Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: CONTRACT FOR SERVICES Amendment # 1 Between the City of Tukwila and Bush Roed & Hitchings That portion of Contract No. 17-210 between the City of Tukwila and Bush Roed & Hitchings is hereby amended as follows: 1. Project Designation. The Consultant is retained by the City to perform survey services for four selected sites referred to as the Justice Center Site (JC7NL), Public Works Site (PW), and Fire Station 54 Site (FS54), and Fire Station 52 Site (FS52), in connection with the project titled Tukwila Public Safety Plan. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A," attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2018, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than July 31, 2018 unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "A" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $67,400 (including estimated expenses) without express written modification of the Agreement signed by the City. All other provisions of the contract shall remain in full force and effect. Dated this day of , 20 CITY OF TUKWILA CONSULTANT Allan Ekberg, Mayor Printed Name: ATTEST/AUTHENTICATED APPROVED AS TO FORM Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Revised December 2016 Page 1 of 1 29 30 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: CONTRACT FOR SERVICES Amendment # 2 Between the City of Tukwila and Sound Earth Strategies, Inc. That portion of Contract No. 17-167 between the City of Tukwila and Sound Earth Strategies, Inc. is hereby amended as follows: 1. Project Designation. The Consultant is retained by the City to perform environmental evaluation services for three selected sites referred to as the Justice Center Site (JC7NL), Public Works Site (PW), and Fire Station 54 Site (FS54), and Fire Station 52 Site (FS52), in connection with the project titled Tukwila Public Safety Plan. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A," attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2018, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than July 31, 2018 unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "A" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $163,262 (including estimated expenses) without express written modification of the Agreement signed by the City. All other provisions of the contract shall remain in full force and effect. Dated this day of , 20 CITY OF TUKWILA CONSULTANT Allan Ekberg, Mayor Printed Name: ATTEST/AUTHENTICATED APPROVED AS TO FORM Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Revised December 2016 Page 1 of 1 31 32 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: CONTRACT FOR SERVICES Amendment # 1 Between the City of Tukwila and Bush Roed & Hitchings That portion of Contract No. 17-210 between the City of Tukwila and Bush Roed & Hitchings is hereby amended as follows: 1. Project Designation. The Consultant is retained by the City to perform survey services for four selected sites referred to as the Justice Center Site (JC7NL), Public Works Site (PW), and Fire Station 54 Site (FS54), and Fire Station 52 Site (FS52), in connection with the project titled Tukwila Public Safety Plan. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A," attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement: Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2018, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than July 31, 2018 unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "A" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $10,000 (including estimated expenses) without express written modification of the Agreement signed by the City. All other provisions of the contract shall remain in full force and effect. Dated this day of , 20 CITY OF TUKWILA CONSULTANT Allan Ekberg, Mayor Printed Name: ATTEST/AUTHENTICATED APPROVED AS TO FORM Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Revised December 2016 Page 1 of 1 33 34 DJ Baxter From: Martin Page <MWP@shanwil.com> Sent: Friday, February 23, 2018 10:25 AM To: DJ Baxter Cc: Brendan Cioto Subject: RE: Tukwila Due Diligence Hi DJ The additional mobilization costs for drilling the remaining soil boring will be approximately $1000 which includes $500 for the driller, $250 for S&W staff and $250 for the utility locate subcontractor. -Martin From: DJ Baxter [mailto:baxter@sojsea.com] Sent: Thursday, February 22, 2018 6:47 PM To: Martin Page <MWP@shanwil.com> Cc: Carrie Holmes (cholmes@axispnd.com) <cholmes@axispnd.com> Subject: Tukwila Due Diligence Hi Martin, We're doing some contract amendments for our other due diligence contractors, and want to capture any foreseeable costs (beyond your original scope) in this round of amendments. Have you had, or do you expect to have, extra costs due to the staggered access to properties on the Justice Center site? If so, could you estimate those costs for me? Thanks, D1 D.J. Baxter I baxter(@.soisea.com 101 Yesler Way I Suite 606 1 Seattle, WA 98104 T 206.838.37001C 801.414.32041 sojsea.com Shiels I Obletz I Johnsen Project Focused. Community Driven. 1 35 36 SoundEarth Strategies January 25, 2018 City of Tukwila 6300 Southcenter Boulevard Suite 100 Tukwila, Washington 98188 2811 Fa ; Avenue East. Suits: 2000 tile. Wash;n 8 02 SUBJECT: PROPOSAL FOR PHASE II ENVIRONMENTAL SITE ASSESSMENT Fire Station 54 Property 13916 42nd Avenue South Proposal Number: PROP -180-06 To Whom It May Concern: EXHIBIT A SoundEarth Strategies, Inc. (SoundEarth) appreciates the opportunity to provide you with this proposal to conduct a Phase II Environmental Site Assessment (ESA) for the above -referenced Property located in Tukwila, Washington (the Property). The Property consists of an irregular-shaped tax parcel (King County Parcel No. 152304-9263) that covers approximately 74,052 square feet (1.7 acres) of land. The Property is currently occupied by a 1966 -vintage, one-story, single-family residence that encloses approximately 3,300 square feet of space. A greenhouse is also located on the central portion of the Property. In addition to the proposal described herein, this letter presents some background information based upon SoundEarth's review of available documents. BACKGROUND SoundEarth completed a Phase I ESA of the Property on December 21, 2017, which identified the following recognized environmental conditions (RECs): ■ The historical uses of the Property as an orchard and later as a plant and tree nursery with the known use of pesticides and herbicides. ■ The potential use and storage of heating oil on the Property at a former single-family residence. ■ The historical use and storage of heating oil on three adjoining upgradient properties. The purpose of the Phase II ESA is to evaluate potential soil and groundwater impacts associated with the RECs identified for the Property. The Phase II ESA will be conducted in general accordance with American Society for Testing and Materials E1903-11, Standard Practice for Phase ll ESAs (ASTM -1903- 11). PROPOSED SCOPE OF WORK SoundEarth recommends conducting a near -surface and subsurface investigation to evaluate the potential impacts from the above-mentioned concerns. 37 City of Tukwila January 25, 2018 Task 1—Pre-Field Activities Prior to commencing field work, SoundEarth will complete a health and safety plan and field work plan. SoundEarth will also complete a site visit and one -call utility locate and will coordinate with a private utility locator, as well as drilling and analytical testing subcontractors. A kick-off meeting will also be conducted with SoundEarth field staff. Task 2—Field Activities SoundEarth will utilize a private utility locator to identify the locations of private utilities that are not located by the one -call locate. SoundEarth will then collect seven discrete near -surface soil samples (Samples SS01 through SS07) from the center of the identified grid spaces (see Figure 1, Grids 1 through 7). An eighth near -surface soil sample (Sample SS08) will be collected from the center greenhouse. The near -surface soil samples will be collected from 0 to 0.5 feet below ground surface. Sample locations will include: ■ Composite Sample 01 (CS01) – Discrete near -surface soil samples from Grids 1, 2, and 5 will be composited into sample CS01. These grid spaces were historically used for nursery operations. ■ Composite Sample 02 (CS02) – Discrete near -surface samples from Grids 3, 4, 6, and 7 will be composited into sample CS02. These grid spaces were historically used for orchard and nursery operations. ■ Soil Sample 08 (SSO8) – Discrete near -surface soil sample SSO8 collected from the center of the greenhouse will be analyzed individually. The two composites and one discrete near -surface soil samples will be analyzed by the following methods: ■ Organochlorine pesticides by Environmental Protection Agency (EPA) Method 8081 ■ Organophosphorus pesticides by EPA Method 8270 SIM ■ Herbicides by EPA Method 8151 ■ Washington State Model Toxics Control Act 5 metals by Method 6020 In addition to near -surface soil sampling, SoundEarth will oversee the advancement of four push -probe borings on the southwest portion of the Property (See Figure 1, PP01 through PP04). These borings will be advanced in locations downgradient of adjoining residences with former heating oil use and near the former residence on the Property. The probes will be advanced to approximately 15 feet below ground surface, or until refusal, whichever is first. Soil samples will be field screened for signs of impacts, such as odors, sheen, and photoionization detector readings. The actual number of samples submitted to the laboratory will depend on conditions encountered in the field. However, for budgeting purposes, the following testing scope assumes that two soil samples and one groundwater samples from each boring (if encountered) will be analyzed for diesel-, and oil -range petroleum hydrocarbons by Northwest Total Petroleum Hydrocarbon Method -Hydrocarbon Identification with silica gel (NWTPH-HCID). P:\1318 City of Tukwila \1318-002 F554 Property \Project Management \Proposals and Contracts \Phase II\PROP-1355C_F.doco 38 City of Tukwila January 25, 2018 The sample analyses will be completed on a 2 -week turnaround schedule. If a faster turnaround time is desired, sample analyses could be expedited, which would result in a 50 percent markup for results within 48 hours and a 25 percent markup for a 5 -day turnaround. It is expected that approximately one 35 -gallon drum of soil cuttings and one 35 -gallon drum of decontamination water will be generated during probe drilling and sampling. Costs for profiling and disposal of investigation -derived waste are not included in this proposal and cost estimate. Depending on the results of the investigation, additional follow-up analysis or sampling may be required to further define the extent of contamination (if encountered). A scope of work and cost estimate for any additional investigation will be provided based on conditions encountered during the investigation proposed here. Task 3—Data Evaluation, Tabulation, and Reporting The results of the Phase II ESA will be presented in a summary report for the City of Tukwila. The report will include a summary of field activities, logs of the soil borings, a site plan showing boring and near - surface sample locations, data tables of the soil and groundwater results, and a discussion summarizing the findings and conclusions. Task 4—Client Communication and Project Management This task includes labor costs associated with coordinating field schedule and staff resources for the project, as well as project coordination, contracting, and client/stakeholder communications and meetings. COST ESTIMATE AND SCHEDULE The estimated Sound Earth and subcontractor work effort and fees to complete the above scope of work are presented in Table 1. The estimated total cost for the proposed surface and subsurface investigation is $15,824. With your approval of the scope of work and cost estimate, we will perform the work on a time and materials basis. The cost estimate includes all site visits, field efforts, travel time, equipment costs, meetings, and project management for a 1 -month period. SoundEarth will contact you for approval before conducting out -of -scope work, and we anticipate beginning the project immediately upon receipt of your written authorization to proceed. The work will be billed on a time and materials basis. The costs assume normal working hours for field work and that all areas of the Property will be accessible during the assessment. SoundEarth shall proceed with such services in a diligent manner to completion or as otherwise directed by the client. SoundEarth will not be responsible for delays caused by factors beyond the consultant's control and which could not have been reasonably foreseen or prevented. P:\1318 City of Tukwila\1318-002 FS54 Property\Project Management \Proposals and Contracts \Phase II\PROP-18C-C 5_F.docx 39 City of Tukwila January 25, 2018 CLOSING We appreciate the opportunity to provide this proposal for environmental services on this project. If the scope of work and associated costs are acceptable, the scope of work shall be performed under terms of the existing Consulting Agreement for Site Survey Services, dated September 18, 2017. Please call us at 206-306-1900 if you have any questions. Respectfully, trat-,vii V.Z1/4;41"6- Ry n Bixby, LG President Attachments: Figure 1, Proposed Exploration Location Plan Table 1, Phase II ESA Cost Estimate Work Order No. 01 KRB/RKB:slf P:\1318 City of Tu\wit \1318-002 F554 Property \Project Management \Proposals and Contracts \PhaseII\PROP-130-Ctc_F.docx 40 FIGURE 41 42 CO L7 0 a 0 Q U U 2 U W 54 PROPER U - CV 0 CO -1 I- H O 00U M CA) SOUTH 139TH STREET SINGLE-FAMILY RESIDENCE 4204 SOUTH 139TH STREET PARCEL 1523049238 SINGLE-FAMILY RESIDENCE 4218 SOUTI i 139TH STREET PARCEL 1523049255 Sig LE -FAMILY RESIDENCE 4226 SOUTH 139TH STREET PARCEL. 1523049024 SINGLE-FAMILY RESIDENCE PARCEL 1523049043 13903 42ND AVENUE SOUTH PARCEL 7360600435 SOUTH 139TH STREET 1390942ND AVENUE SOUTH PARCEL: 7360600440 11I --J---_ - SINGLE-FAMILY RESIDENCE 13919 42ND AVENUE SOUTH PARCEL 7360600450 HEATING OIL USE L 1936, 974 SINGLE•FAMILY RESIDENCE 13909 42ND AVENUE SOUTH PARCEL. 7360600460 SOUTH 140TH STREET PP04 LEGEND PROPOSED BORING LOCATION PROPERTY BOUNDARY PARCEL BOUNDARY INFERRED SHALLOW GROUNDWATER FLOW DIRECTION COMPOSITE AREA 1 (CS01) COMPOSITE AREA 2 (C502) DISCRETE NEAR -SURFACE SOIL SAMPLE LOCATION (SS08) SINGLE-FAMILY RESIDENCE HEATING OIL USE CIRCA 1964 42ND AVENUE SOUTH I SINGLE-FAMILY RESIDENCE 13908 42ND AVENUE SOUTH PARCEL 1523048039 I 8 SINGLE-FAMILY RESIDENCE STAR NURSERY 13916 42N0 AVENUE SOUTH PARCEL 15230492133 GREiHOUSE FORMER / (CIRCA 195 RUCTURE PP02 - — i HEATING OIL USE '952-1959 (I) PPM SINGLE-FAMILY RESIDENCE 4251 SOUTH 139TH STREET PARCEL 1523049080 SINGLE-FAMILY RESIDENCE 4300 SOUTH 140TH STREET PARCEL 1523049203 SINGLE-FAMILY RESIDENCE 4306 SOUTH 140TH STREET PARCEL 1523049204 FORMER SINGLE-FAMILY I RESIDENCE 11923.19591 Pt ENI'Al •rLAON 11 USE SOUTH 140TH STREET SINGLE-FAMILY RESIDENCE 14002 42ND AVENUE SOUTH PARCEL 7348200005 SINGLE -FAMILY RESIDENCE 14005 43RD AVENUE SOUTH PARCEL: 7348200100 SINGLE-FAMILY RESIDENCE 14002 43RD AVENUE SOUTH PARCEL 7348200105 0 I 30 60 APPROX MATE SCALE IN FEET L__ Jot ---�----- soundEart I - l«.iegieS WWW SOUNDEARTHINC,COM FIRE STATION 54 PROPERTY 13916 42ND AVENUE SOUTH TUKWILA, WASHINGTON SOUNDEARTH PROJECT # 1318-002 FIGURE 1 PROPOSED EXPLORATION LOCATION PLAN 44 TABLE SoundEarth Strategies, Inc. 45 46 SoundEarthy S rateies Table 1 Phase II ESA Cost Estimate Fire Station 54 Property 13916 42nd Avenue South Tukwila, Washington 1318-002-02 Task No. Description 3crtmatarnttabor Categories, Rates, and Hours SoundEarth Labor ' SoundEarth ODCs, Subcontractors, and Field Equipment SoundEarth Laboratory Expenses Task Total Managing Principal Senior II Engineer/ Geologist/ Scientist Staff I Engineer/ Geologist/ Scientist CAD/ GIS Specialist I Senior Technical Writer/ Editor Senior Project Coordinator Senior Clerical $240 $180 $130 $125 $125 $105 $80 Pre -Field Activities - Health & Safety Plan, coordinate with 1 subcontractors, develop field work plan, host kick off meeting 1 2 6 2 1 $1,710 $1,710 Field Activities - Near -surface soil sampling, push -probe borings, subsurface soil sampling, groundwater sampling, and analytical 2 testing 12 $1,560 $2,988 $3,647 $8,194 3 Data Evaluation, Tabulation, and Reporting 2 2 16 4 8 2 $4,630 $4,630 4 Client Communication and Project Management 2 4 2 1 $1,290 $1,290 TOTAL $9,190 $2,988 $3,647 $15,824 Assumptions to Cost Estimate ■ SoundEarth has access to sampling and drilling locations during normal weekday work hours. Task 2 includes analyses of 2 composite near -surface soil samples and 1 discrete near -surface soil sample for organochlorine pesticides by EPA Method 8081, organophosphorus pesticides by EPA Method 8270 SIM, herbicides by EPA Method 8151, and MTCA 5 metals by EPA • Method 6020. Task 2 also includes analyses of 8 subsurface soil and 4 groundwater samples for diesel- and oil -range petroleum hydrocarbons by Method NWTPH-Dx (with silica gel). ■ This scope of work does not include profiling and disposal of investigation -derived waste. ■ This cost estimate assumes standard turn around time for laboratory analyses; expedited laboratory results will incur additional costs. P.\1318 City of Tukwila \1318-002 FS54 Property\Project Management \Proposals and Contracts\Phase II\1318-002_Phasell_CE_ xlsx/1318-002PhasellCE.xlsx 1 of 1 48 WORK ORDER SoundEarth Strategies, Inc, 49 SoundEarth S r r a t e gk s Work Order Work Order No.: 01 Date: 1/25/2018 This Work Order incorporates by reference the terms of that certain Master Consulting Services Agreement between SoundEarth Strategies, Inc. (the Consultant) and the City of Tukwila dated September 18, 2017 (the "Agreement"). Execution of this Work Order by Client and Consultant will serve as authorization for Consultant to carry out and complete the Services set forth below in accordance with the Agreement. In the event of any conflict between the terms of this Work Order and the Agreement, or the terms of this Work Order and the terms of the Proposal specified herein, the terms of this Work Order shall control. Client Name: City of Tukwila Project Title/Number: Project Location: Scope of Services: List of Deliverables: Time Schedule for Performance of Services: Start Date: 1/25/2017 Estimated End Date: 2/23/2017 Fee for Services: Time and Materials Fire Station 54 Property/1318-002 13916 42nd Avenue South As described in Proposal No. PROP -180-06 Phase II Report Total Cost Estimate: $15,824 Additional Provision/Information: SoundEarth Strategies, Inc. City of Tukwila By By Print Print Title Title Date Date 2811 Fairview Avenue East, Suite 2000 • Seattle, Washington • 98102 206.306.1900 Tel • 206.306.1907 Fax • www.soundearthinc.com 50 SoundEarth� Strategies February 26, 2018 City of Tukwila 6200 Southcenter Boulevard Tukwila, Washington 98188 28 f SUBJECT: PROPOSAL FOR PHASE I ENVIRONMENTAL SITE ASSESSMENT FS52 Property 15447 65th Avenue South, Tukwila, Washington Proposal Number: PROP -180-55 To Whom It May Concern: O I] Q Pursuant to your recent request, SoundEarth Strategies, Inc. (SoundEarth) is pleased to submit the following proposal to conduct a Phase I Environmental Site Assessment (ESA) of the property located at the address listed above in Tukwila, Washington (the Property). According to the available online assessor's records, the Property consists of a single tax parcel (King County Parcel No. 359700-0320) that covers approximately 2.5 acres. The Property is developed with a surface parking lot. If this is not accurate, or if you have additional useful information, please inform us as soon as possible. PHASE I ENVIRONMENTAL SITE ASSESSMENT SCOPE OF SERVICES The objective of a Phase I ESA is to identify potential environmental liabilities or risks associated with a specific piece of real estate referred to as recognized environmental conditions, as outlined in the American Society for Testing and Materials (ASTM) Standard Practice for Environmental Site Assessments: Phase I Environmental Assessment Process (ASTM E1527-13). Risks commonly evaluated during a Phase I ESA include: ■ The potential for the presence of contaminated soil and/or groundwater. ■ The potential for on -Property migration of contaminants from off -Property sources. ■ The potential for off -Property migration of on -Property contaminants by air emissions, groundwater, and other media. Technical Approach In accordance with ASTM E1527-13, which was developed by ASTM to provide a standardized method of conducting Phase I ESAs, SoundEarth's work on this project will consist of several elements: 'Recognized Environmental Conditions are defined by ASTM E1527-13 as "the presence or likely presence of any hazardous substances or petroleum products in, on, or at a property: (1) due to any release to the environment; (2) under conditions indicative of a release to the environment; or (3) under conditions that pose a material threat of a future release to the environment." The term includes hazardous substances or petroleum products even under conditions of compliance with laws. The term is not intended to include de minimis conditions that generally do not present a material risk of harm to the public health or the environment and that generally would not be the subject of an enforcement action if brought to the attention of appropriate governmental agencies." 51 City of Tukwila February 26, 2018 ■ Review of selected historical sources, where reasonably ascertainable and readily available, will be conducted in an attempt to document obvious past land use of the Property and adjoining properties back to 1940 or when the Property was initially developed, whichever is earlier. This will include interviews with persons having some knowledge of current and past use of the Property; review of historical aerial photographs and topographic maps of the Property and surrounding area; review of city directories, Sanborn Fire Insurance Maps, county assessor's records, building department records, and information at various local agencies, as available. Prior environmental reports, permits and registrations, geotechnical reports, Property title search information, and environmental lien information will be reviewed if provided by the client. ■ Review of current state and federal databases that list the registered sites with known or potential releases of toxic substances within a 0.5- to 1 -mile radius from the Property. ■ Reconnaissance of the Property and vicinity to observe current Property conditions and practices. The Property reconnaissance provides an opportunity to search for evidence of possible contamination in the form of soil discoloration, odors, vegetative stress, discarded drums, discarded industrial debris, building construction materials, underground storage tanks, etc. ■ Preparation of a written report documenting our methods and findings, including Property photographs, a map showing the locations of the Property and potential sources of contamination within a 1 -mile radius, a Property plan, and copies of supporting documents. Additional Services Not Included The following services, although not specifically required by ASTM E1527-13, may also be performed concurrently with ESAs and may be beneficial for the evaluation of environmental conditions and/or an evaluation of specific business environmental risks at the Property. At your direction, these services have not been included as part of the scope of services for this ESA. Please note that this list is not all- inclusive. If you seek additional services, please contact us for a supplemental proposal and cost estimate. ■ Visual Asbestos Survey ■ Asbestos Survey in Soil ■ Visual Observations for Lead -Based Paint ■ Asbestos Survey (prior to renovation/demolition) ■ Visual Observations for Mold ■ Mold Sampling (bulk or air) ■ Radon Testing ■ Lead -Based Paint Survey ■ Lead in Drinking Water Sampling ■ Wetland Review ■ Threatened/Endangered Species Review S:\Proposals\ 2018 Proposal Numbers \PROP -180-55 City &Tukwila Fire Station 52 Prop Phase I\PROP-180-55_FS52 F.dorx 52 City of Tukwila February 26, 2018 ■ Historic Properties/Archaeological Resources Review ■ Stormwater System Inspections ■ Permit and Regulatory Compliance Audits RELIANCE The report will be prepared for the exclusive use and reliance of the City of Tukwila. Reliance by other parties is prohibited without the written authorization of the client and SoundEarth. If, in the future, the client and SoundEarth consent to reliance on the report by a third party, SoundEarth will grant such reliance via a Reliance Letter for an additional fee of $250 per relying party. Reliance on the report by the client and other authorized parties will be subject to the terms, conditions, and limitations stated in the Master Consulting Services Agreement (and sections of this proposal incorporated therein), the Reliance Letter, and the report. COST ESTIMATE Phase I Environmental Site Assessment $3,500 The estimated fee listed above includes the reconnaissance time, reporting, travel time, equipment, as well as reimbursable expenses. SoundEarth has assumed one mobilization to the Property. SoundEarth anticipates completion of the Phase I ESA report within 15 business days, assuming written authorization to proceed and Property access are provided within 3 days. SoundEarth shall proceed with such services in a diligent manner to completion or as otherwise directed by the client. SoundEarth will not be responsible for delays caused by factors beyond SoundEarth's control and which could not have been reasonably foreseen or prevented. Furthermore, at the request of the client, SoundEarth will observe the Properties and the current uses from vantage points that are accessible to the general public. SoundEarth will not communicate with the current property owners, nor reveal information regarding the identity of the client. All information provided to and generated by SoundEarth will remain confidential. SoundEarth is committed to preserving the environment. Therefore, the client will be provided with a PDF version of the final report. If, however, the client would like hard copies of the report, SoundEarth is happy to provide up to three copies at no charge. Additional copies will be charged to the client at $50 a copy. s:\Proposals\ 2018 Proposal Numbers\PROP-180-55 City of Tukwila Fire Station 52 Prop Phase I\PROP-180-55 F552 F.docx 53 City of Tukwila February 26, 2018 CLOSING We appreciate the opportunity to provide this proposal for environmental services on this project. If the scope of services and associated costs are acceptable, the scope of work shall be performed under terms of the existing Consulting Agreement for Site Survey Services, dated September 18, 2017. Please call us at 206-306-1900 if you have any questions. Respectfully, Ryan Bixby, LG' President TJZ/RKB:slf S:\Proposals\2018 Proposal Numbers \PROP -180-55 City of Tukwila Fire Station 52 Prop Phase I\PROP-180-55_FS52_F.dooc 54 SoundEarth; Change Order b Change Order No.: 001 Date: 2/23/2018 This Change Order incorporates by reference the terms of that certain Contract for Services between SoundEarth Strategies, Inc. (the Consultant) and Client dated September 18. 2017 (the "Agreement"). Execution of this Change Order by Client and Consultant will serve as authorization for Consultant to carry out and complete the Services set forth below in accordance with the Agreement. In the event of any conflict between the terms of this Change Order and the Agreement, or the terms of this Change Order and the terms of the Proposal specified herein, the terms of this Change Order shall control. Client Name: Project Title/Number: Project Location: Change in Scope of Services: List of Deliverables: Time Schedule for Performance of Services: Start Date: 2/23/2018 Estimated End Date: 2128/2018 Fee for Services: Time and Materials City of Tukwila JC7NL Property/1318-001 14845 to 15035 Tukwila International Boulevard. 15006 to 15022 Military Road South,. and 3415 South 150th Street. Tukwila. Washington Expedited laboratory results (25% markup for 4 -day turnaround) Phase II ESA Revised Total Cost Estimate: 52.001.25 Additional Provision/Information: SoundEarth Strategies, Inc. By Print Title Date City of Tukwila By Print Title Date 2811 Fairview Avenue East, Suite 2000 Seattle, Washington = 98102 206.306.1900 Tel • 206.306.1907 Fax • www.soundearthinc.com 55 56 EXHIBIT A Bush Roed & Hitchings, Inc. VIA EMAIL February 22, 2018 Carrie Holmes Axis Planning & Development, LLC 1529 Western Avenue Seattle, WA 98101 Proposed Land Survey Services - Topographic Survey - Site FS52 Parcel no.: 3597000320 Vicinity of 65th Avenue S & Southcenter Blvd. Tukwila, WA 98188 Dear Ms. Holmes, We look forward to providing you with land survey services at the site referenced above. Below is our proposed scope of work. Control and Datum Project boundary will be calculated with bearings and distances shown on the drawing. Street centerlines and rights-of-way will be calculated with bearings and distances shown on the drawing. Bearings of cross -streets will be calculated and shown. NAVD 88 vertical datum will be used. A minimum of three on-site benchmarks will be set. NAD 83/91 horizontal datum will be used. Topography Surface improvements All surface improvements, pavements, sidewalks, stairs, walls, fencing, signs and parking stalls will be located and shown. Building footprints and elevations Exterior building footprints will be shown along with overhangs, canopies, stairwells and recessed building entries. Finish floor elevations will be shown for the main house level, basement and garage. The chimney cap will be located and roof peak elevation will be shown. BRH - Land Surveyors & Civil Engineers 2009 Minor Avenue East, Seattle, WA 98102-3513 Phone. (206) 323-4144 / (800) 935-0508, Fax: (206) 323-7135, Internet. www.brhinc.com 57 AXIS PLANNING & DEVELOPMENT, LLC Carrie Holmes February 22, 2018 Page 2 Street channelization Existing street channelization will be shown with lane stripes and traffic arrows. BRH, Inc. Street improvements Full street widths of improvements will be shown for 65th Avenue S to the opposite right-of- way lines. Spot elevation intervals Spot elevations will be shown at 25 foot intervals in the streets. Spot elevations will be taken at roadway crowns, lane stripes, edge of parking lanes, flow lines and top of curbs. Spot elevations will indicate existing curb heights. Spot elevations and contours Spot elevations will be shown to approximately 0.01 feet. One foot contour intervals and ground level entryway finish floor elevations will be shown. Topography Topography will differentiate between various surface pavements and will show where pavement changes occur (concrete to asphalt, asphalt to brick, etc.). Vegetation All landscape trees greater than 3 -inches in diameter and drip lines will be located and shown. Utilities Overhead utilities Existing utility poles, wires, bus wires, guy wires and overhead wire crossings will be shown with elevations. Surface features All surface utility features such as rims, grates and vaults will be shown. Below grade utilities All below grade utilities, including pipe types and sizes, rim and invert elevations, will be shown if record of their existence is found. Underground service lines will be marked in the field by our utility locating personnel if tracer wires or other metallic features exist below ground. Record public utility locations will be shown to the extent that such records exist. Private utility records will also be researched to the extent that they are available. We will detect and show existing traffic signal loops, where possible. Vaults It may be necessary to open Seattle City Light vaults in order to detail the size and depth of the vaults. In this case, BRH will need to coordinate with SCL crews for safety and security reasons. SCL and BRH will bill their time on a rates basis for this extra service. SCL may require payment in advance for their crew time. 58 AXIS PLANNING & DEVELOPMENT, LLC Carrie Holmes February 22, 2018 Page 3 Deliverables The final survey drawing will be delivered in the latest version AutoCAD Civil 3D. Electronic files will be made available. Hard copy plots will be delivered. Fees Our fees to provide this service will be $7,800. BRH, Inc. Expense items, such as parking fees, tolls, printing charges and delivery fees will be billed at our cost plus 15% in addition to the above fee for our services. The terms of this proposal are valid for 60 days. Delivery Schedule We will complete and deliver the final drawing within 25 business days of your signed authorization to proceed. Professional Responsibility for Reliability and Accuracy We Meet Professional Standards: BRH complies with National ALTA/NSPS standards and Washington state law — applicable for Topographic Mapping services. The survey we will provide to you will be based on actual, on -the -ground, field measurements and observations. We will NOT: 1) rely on mapping obtained by a 3rd party 2) copy or trace existing mapping by others 3) utilize internet-based mapping BRH certifies that all mapping information presented in your survey will be solely the work of BRH personnel, based on information we acquire on-site, and record information we research specifically for your survey. Insurance The activities of Bush, Roed & Hitchings, Inc. are insured for both commercial general liability and professional liability. Commercial general liability limit is $1,000,000 per occurrence and $2,000,000 in the aggregate. Professional liability limit of coverage is $2,000,000. We always encourage our clients to request a Certificate of Insurance — something we will provide to you upon request. 59 AXIS PLANNING & DEVELOPMENT, LLC Carrie Holmes February 22, 2018 Page 4 BRH, Inc. Thank You We appreciate the opportunity to submit this proposal and are looking forward to working with you on this project. Sincerely, BUSH, ROED & HITCHINGS, INC. ACCEPTED BY: Thomas E. Carner, P.L.S. Survey Project Manager TEC/jeh Enclosure AXIS PLANNING & DEVELOPMENT, LLC Printed Name: Signature: Title: Date: Benefits BRH Brings to this Project Value • A successful project is founded on a reliable and accurate survey • The service we provide results in a functional electronic tool for your design team. • We work with architects and civil engineers every day—and we know how much they value mapping that integrates with their needs. This includes complete mapping of detectable underground utilities and proper coverage of surface features extending beyond the project limits. Please consider the value you get with a BRH survey – our experience produces more than a map. Your team will receive an integrated design tool! BRH Offers • Over 40 years of experience with the type of survey you are requesting • Professional crews who are disciplined and sensitive to site constraints. • Underground utility locations provided by our in-house personnel • Field resources and capabilities that match the largest firms in the region. Yet, we bring the care and attention to detail found in a more compact firm. 60 Exhibit "A" King County iMap The information included on this map has been compiled by King County staff from a variety of sources and is subject to change without notice. King County makes no representations or warranties, express or implied, as to accuracy, completeness, timeliness, or rights to the use of such information. This document is not intended for use as a survey product. King County shall not be kable for any general, special, indirect, incidental, orconsequential damages including, but not limited to, lost revenues or bst profits resulting from the use or misuse of the inforrnatbn contained on this map. Any sale of this map or information on this map is prohibited except by written permission of King County Date: 10/24/2017 Notes: IA King County GIS CENTER 62 City of Tukwila City Council Public Safety Committee PUBLIC SAFETY COMMITTEE Meeting Minutes March 5, 2018 - 5:30 p.m. - Hazelnut Conference Room, City Hall Councilmembers: Kathy Hougardy, Chair; Dennis Robertson, Thomas McLeod Staff: David Cline, Trish Kinlow, Bruce Linton, Jay Wittwer, Laurel Humphrey Guests: Justine Kim, D.J. Baxter, Ethan Bernau, Shiels Obletz Johnsen; Steve Goldblatt, Program Management Quality Assurance Consultant CALL TO ORDER: Chair Hougardy called the meeting to order at 5:30 p.m. I. ANNOUNCEMENT II. BUSINESS AGENDA A. Contract: General Contractor/Construction Management for Justice Center Staff is seeking Council approval of a contract with BNBuilders, Inc. in an amount not to exceed $240,000.00 for preconstruction services for the Justice Center project in the Public Safety Plan. BNBuilders was selected from seven proposals and three interviews due to its strengths and qualifications, including its successful delivery of a similar project at the University of Washington. The Council's Program Management Quality Assurance (PMQA) consultant was involved in the selection process and also recommends approval of the contract. In this phase, BNBuilders will review drawings and specifications to advise and make recommendations on construction feasibility. Pre -construction also includes estimating, value engineering, scheduling, identification and organization of subcontract packages, procurement strategies, and labor and material condition analysis. Councilmember Robertson asked when the next decision point will be after pre -construction services are complete. Ms. Kim responded that will come at 90% completion of the construction documents phase, approximately a year from now. Due to the cancellation of the March 12, 2018 Committee of the Whole for lack of quorum, this item will be discussed at the March 19 Regular Meeting. Chair Hougardy requested that staff provide the documents to the full Council via email to provide adequate review time. UNANIMOUS APPROVAL. FORWARD TO MARCH 19, 2018 REGULAR MEETING. B. Public Safety Plan Due Diligence Contracts *Staff is seeking Council approval to amend the due diligence contracts associated with the Public Safety Plan project properties, which were executed in 2017 to provide geotechnical, environmental, and surveying services. Because there are often unknowns associated with these services, new information and/or additional work has been discovered for each contract as outlined in the memo. The requested amendments plus contingencies total $57,325.00. Councilmember McLeod asked what the consequence would be for not approving the revised scopes of work, and Mr. Baxter replied that the City would be purchasing properties with incomplete information that could result in higher costs later. Councilmember Robertson 63 Public Safety Committee Minutes March 5, 2018 pointed out that the additional $57,325.00 constitutes a 20% increase. Mr. Goldblatt expressed *his support for the contract amendments as a good investment for the City. As with the previous item, Chair Hougardy requested the full Council be emailed the documents to allow adequate review time prior to the March 19, 2018 Regular Meeting. UNANIMOUS APPROVAL. FORWARD TO MARCH 19, 2018 REGULAR MEETING. C. Unmanned Aircraft Systems (UAS) Update. Staff briefed the Committee on the implementation of the Unmanned Aircraft Systems (UAS) program initiated by the Police Department in 2017. UAS devices are being used for crime scene mapping, accident response, SWAT incidents, and more. The briefing included the timeline, communications and outreach, challenges, and opportunities. The Police Department is highly satisfied with the program and is now considered a regional leader in this area. DISCUSSION ONLY. III. MISCELLANEOUS Adjourned 6:38 p.m. hr Committee Chair Approval Minutes by LH 64 COUNCIL AGENDA SYNOPSIS Lan/ialr Meeting Date Prepared by Nlayor.e renieaaa Council review 03/19/18 RB ITEM INFORMATION ITEM No. 4.C. S'I':AI I' SPONSOR: RACHEL BIANCHI ORIGIN,AI. AGI -:NDA D.VI'I:: 3/19/18 AGI?NI),\ I'rlMTrrl.I: GCCM Preconstruction Contract for Justice Center Cu FG( ❑ Dteittj lltg Date ion ❑ Motion A/ /g Date 3/19/18 ❑ Resolution lftg Date ❑ Ordinance If tg Date ❑ Bid,4u'errd Aftg Date ❑ Public I !caring hltg Date ❑ Other Aftg Date SPONSOR ❑CouncilVAMa��or HR DCD ❑l'rnun.e ❑Fire ❑T.S'❑P&R ❑Police ❑Pl!" ❑Cour/ SPONSOR'S The Council is being asked to approve a contract with BNBuilders for preconstruction SUMMARY services associated with the construction of three new fire stations. The contract is not to exceed $240,000. RI':A'll?\V'IU) H1" ❑ C.O.W. 1\1tg. ❑ CDN Comm ❑ Finance Comm. ❑ Trans &Infrastructure ❑ Arts Comm. ❑ Parks Comm. DATE: 3/5/18 COMMI1TFEE CIIAIR: Public Safety Comm. ❑ Planning Comm. HOUGARDY RECOMMENDATIONS: Si )NSOR/ADMIN. COnINIi Mayor's Office i II;I': Forward to Regular Mtg. 3/19 due to cancellation of 3/12 C.O.W. COST IMPACT / FUND SOURCE E\PI .N:DiTURI{. RI.QUIRI?ll AMOUNT BUDGETED APPROPRIATION REQUIRED $240,000 $240,000 $240,000 Fund Source: PUBLIC SAFETY BONDS Comments: MTG. DATE RECORD OF COUNCIL ACTION 3/19/18 MTG. DATE ATTACHMENTS 3/19/18 Informational Memorandum dated February 26, 2018 Request for Proposals and Addenda Proposed BNBuilders Contract Minutes from the Public Safety Committee Meeting of 3/5/18 cc 66 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. 67 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 68 Z:\Council Agenda ItemslCommunications13-5-18 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 ' 3,I /-1 Cit;. c�f'Fuk�r�ita '�� �r vv..� PUBLIC SAFETY PLAN 69 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 70 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 71 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 72 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 ethanbsoisea.com Any addenda issued for this RFP will be published at the following website address. www.TukwilaWa.aov/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 73 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 74 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 75 (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 76 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 77 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 78 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 79 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 80 GC/CM RFP ADDENDUM 1 City of Tukwila Public Safety Plan - Pre -Proposal Conference Sign -In Sheet Project: Facilitator: Place/Room: Tukwila Justice Center SOJ City Hall PRINT NAME ORGANIZATION it/ 4 5 7 )its_IE..- Date: 20 -Dec -17 Time: 1:00 PM PHONE EMAIL 4-7 3 • 0 /5(13121;1.1,b P41 LI rc'Vt44 EA -6 2O Cr - z76 419 feL Z_ -E1-9 K/61-mityl4Kie it641U-z9 60M r.) City of Tukwila Public Safety Plan - Pre -Proposal Conference Sign -In Sheet Project: Facilitator: Place/Room: Tukwila Justice Center sOJ City Hall PRINT NAME ORGANIZATION gt 041rgoiki5 ouY---Vb Ct4t/.1 31_ 4 5 6 Date: 20 -Dec -17 Time: 1:00 PM PHONE -FAA. gL MAIL -7- U. )ie 14 -Ni v1 t24j ‘,eocip V\10\\c\i‘ &rolikt9 be. -1-6\-(\2e 2.O .394 73/L 5Aloitrg.I.A,be Tor nevg— Cors'n-w,bov) za, 2-65- Licrib etcco.cey1 127( 5 CL— L'-i2' zs: '11C[0‘° VLs C City of Tukwila Public Safety Plan - Pre -Proposal Conference Sign -In Sheet r Project: Facilitator: Place/Room: Tukwila Justice Center Date: 20 -Dec -17 SOJ City Hall PRINT NAME ORGANIZATION PHONE 1 kOC-1t#AWAlsi_ LIP 41-1 PJS7-11-04.116o Ift_c 2 iliION /1/16C41Zgy Zypi ()NMI/a/AN/ 1,75-#5-3M 3 41 5 6 7 /A e„,6,05 -7 - Time: 1:00 PM EMAIL ekofin_S:frop_IQ I. 12_ pAcCilfze#DICjv pta)2.-2-1 5° b' c\AI )1zyk - Lovv\ 00 City of Tukwila Public Safety Plan - Pre -Proposal Conference Sign -In Sheet Project: Tukwila Justice Center Date: 20 -Dec -17 Facilitator: SOJ Time: 1:00 PM Place/Room: City Hall PRINT NAME ORGANIZATION PHONE EMAIL v 2 3 6 7 City of Tukwila Public Safety Plan - Pre -Proposal Conference Sign -In Sheet Project: Tukwila Justice Center Date: 20 -Dec -17 Facilitator: SOJ Time: 1:00 PM Place/Room: City Hall PRINT NAME ORGANIZATION PHONE I r. I 1 ; I ; , i ! Si --: 1 , 1 i 1 i 1 EMAIL ttt- t‘t , t t• City of Tukwila Public Safety Plan - Pre -Proposal Conference Sign -In Sheet Project: Tukwila Justice Center Date: 20 -Dec -17 Facilitator: SOJ Time: 1:00 PM Place/Room: City Hall PRINT NAME ORGANIZATION PHONE EMAIL - r— 11 1 , i 1 i ! 21 41 j. 5 I I i 1 i ! i ( --i- I. ! 1 i 1 i i I i, : City of Tukwila Public Safety Plan - Pre -Proposal Conference Sign -In Sheet Project: Tukwila Justice Center Date: 20 -Dec -17 Facilitator: SOJ Time: 1:00 PM Place/Room: City Hall PRINT NAME 3 4 6 7 ORGANIZATION T (ztgtO o�J�s ver c�,J PHONE I EMAIL D Le6,624,0,tolvi 88 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 89 90 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 91 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 92 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 93 94 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 Percentaae 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 proposer's 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 95 96 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 (A) $ 240.000 2. GC/CM Fee % for Construction: percent. Fixed Fee: % of $14,600,000 = (B) 5 3. Specified General Conditions Work Bid (C) $ 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 97 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 98 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 99 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 100 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 101 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 102 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 U 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 103 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 U) 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 U. 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 iii. Employer's liability coverage. B. Automobile liability C. Contractor shall comply with the Washington State Industrial Insurance Act. D. All 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 104 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 105 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 106 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 107 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 108 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 109 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 110 AIA0 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 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) 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. l01 Yesler Way Suite 606 Seattle, WA 98104Telephone: (206) 838-3705 Email: ethanb(sojsea.com The Construction Manager's Designated Representative: (Name, address and other information) 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 (formerly A121"CMc - 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This Ala Document is protested by U,S.__right Law and International Treaties. Unauthorized reproduction or distribution of thisDocument,AIA o_Y any portion of it,may or_sult in penalties,severe civil and criminal penalties, and will be prosecuted to the maximso extent possible under the low.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) 111 824388.2/028709.00002 112 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 cc dlrgroup.com The Owner and Construction Manager agree as follows. AIA Document A133' - 2009 (formerly A121"CMm - 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 reeproductione extant r d-stributibn of _n s Document, o_ _y portion o'_ _ .c maximum l may result n ever_ ivil and cr'iminal penalties, and will be_ prose_cute_d to th possible, under the law, This draft was produced by AlA software at 11;40:47on 10/11/2017 under Order No.3600.792784 which expires on08/30/2018, and is not for resale. User Notes: (1917678926) 8243882/028709.00002 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 + 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright ® 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This Ai._ Document is protected by J,3 Copyright Law and International Trestles.tho_i _ reproduction or distribut.. of this AIM, Document, or any portion of it, may result in severe civil and criminal o naleo iea, and will be prosecuted tthe maximum extanpossible under the law. This draft was produced by AlA 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 3 113 114 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 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 A201n4-2007, 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 AIA Document A133'" - 2009 (formerly A121`"CMC - 2003). Copyright ® 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.ARNIoc. Tics CIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this CIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the mamiMum emtent 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 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 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 tow and inta_nati _er l ___atie_ Unauthorized reproduction or distribution o this� Ad Document, or any portion of may result severe civil andcriminal na1'_i_s, and will be 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) 8243 88.2/028709.00002 5 115 116 Designated Representative. .3 Design Review The Construction Manager shall: A. Conduct timely design review of the Project at each scheduled design review phase: Schematic Design, Design Development, and 50% and 100% Construction Documents. Design review shall include budget, constructability, value engineering, completeness, and coordination. The Construction Manager shall provide written design review comments to Owner's Designated Representative and Architect within four (4) weeks from receipt of the design documents for each phase. B. Review the drawings and specifications for the final design development submittal for viable value engineering ("VE") recommendations. The Construction Manager shall create a value engineering tracking system which identifies each VE proposal, provides a cost estimate of the savings and/or explanation of added value to the Project if the proposal is accepted, indicates the date by which a decision must be made to incorporate the VE proposal, indicates the current status of the VE proposal and the team member with current action, and the date the proposal was accepted or rejected. C. Review and comment on all studies including preliminary and final EIS, basis of design report, etc. The Construction Manager shall cooperate in other design reviews as required by the Owner's Designated Representative. D. Propose a breakdown of bid package and work buy out. .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 AIA Document A133'" - 2009 (formerly A121'CMc - 2003). Copyright ° 1991, 2003 and 2009 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 AIADocument,or any portionof it,may result in severe ciil ad criminal penalties, and will be 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 Construction Manager shall verify that the comments are incorporated into the Contract Documents. G. Review the record drawings and investigate the existing conditions at the Project site to ensure that the Construction Documents reflect the existing conditions. .5 Schedule The Construction Manager shall: A. Develop and keep current a master critical path schedule for the Project that includes design and construction activities as well as applicable regulatory agency, outside entity, Project team, and Owner activities and constraints. The schedule shall identify all long -lead procurement items. In developing the activities for this schedule, the Construction Manager shall consult with both the Owner's Designated Representative and Architect to ensure that the responsibility for and duration of these activities is accurate. B. Monitor and update the schedule monthly and discuss the need for corrective action with the Owner's Designated Representative and the Architect in weekly coordination meetings. C. Develop a bid packaging/phasing strategy and schedule. D. Develop a procurement strategy and schedule for direct purchase of materials, furnishings, fixtures, and equipment by the Owner's Designated Representative. The Construction Manager shall adjust the Construction Schedule accordingly. E. With the Owner's Designated Representative, establish a schedule for establishment of the MACC and TCC. .6 Budget The Construction Manager shall: A. Provide a detailed cost estimate for the Project at those points in the design review phases described in Subsection 2.1.3.3.A. The Construction Manager shall identify the margin of accuracy of estimates and identify appropriate contingencies. The Construction Manager's estimate shall employ a Uniformat system and also Bid Package format so it can be compared to other estimates. Formats will be coordinated with those used by the Architect. The Construction Manager shall monitor and update the budget each month and discuss the need for corrective action with the Owner's Designated Representative and Architect at progress meetings. B. Provide value engineering alternatives and cost reduction suggestions to the Architect and Owner's Designated Representative, such that the implementation of the proposed measures would maintain the design within budget without compromising the Owner's basic needs. 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 AIA Document A133' - 2009 (formerly A121'CMe - 2003). Copyright ° 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING This __O Document is protected by U.S.or Copyright Lao and International Treaties. Unauthorized reproduction _ , distribution othis ?_ a Document, or any portion of it, may result in severecivil and criminal penalizes, and will be prosecutedto the maimum enter, possible ss = l_ 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 7 117 118 "Plan"). The Preconstruction Work Plan shall include a schedule of the activities included in the scope of work for Preconstruction Services and will identify the individuals the Construction Manager intends to use to accomplish the tasks assigned. If the Plan is not satisfactory to the Owner, the Owner will advise the Construction Manager of the shortcomings in the Plan and require the Construction Manager to resubmit the Plan. The Preconstruction Work Plan shall also include the anticipated number of hours needed to complete each activity, the name(s) of the individuals that will be used to complete each task and an hourly rate for each individual. The hourly rates multiplied by the number of hours needed to complete all tasks shall not exceed the Preconstruction Services Allowance, unless adjusted pursuant to mutual agreement of the Owner and Construction Manager, and once approved by the Owner shall constitute the "Preconstruction Services NTE Limit." The Construction Manager will not be entitled to any compensation for Preconstruction Services until the Owner approves Construction Manager's Preconstruction Work Plan. § 2.1.4.4 The Construction Manager will be paid an amount not to exceed the Preconstruction Services NTE Limit for Preconstruction Services. In the event the Construction Manager incurs costs and expenses in excess of the Preconstruction Services NTE Limit, the Construction Manager shall bear such costs and expenses and shall have no claim against the Owner on account thereof. § 2.1.4.5 If, in the performance of the Preconstruction Services, the Construction Manager performs any services normally associated with the Construction Phase of the Project, the cost of such services shall be included in the MACC or shall be paid as an additional service based on the Construction Manager's billing rate for such services, as shown in Exhibit B hereto, and expenses, without markup, if the work of the Construction Manager for the Project does not proceed beyond the Preconstruction Phase. § 2.1.5 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 &.11 The Construction Manager shall comply with applicable laws, statutes, ordinances, charters, cods, 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 Preconstniction 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 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 AIA Document A133' - 2009 (formerly A121'01c - 2003). Copyright ® 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING,This ._ Doc'umen't is protected by U.S. Copyright Law and International Treaties. _s. Unauthorized reproduction or distribution ofthisgig; Document, orportion of it,may result 1 _v_ e civil and criminal peenalties, and will be prosecuted to the maximum extent Possibl=_ 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 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright ° 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This -lA Document is proteected by U.S. Copyright Lawand International Treaties. Unauthorized reproduction or distribution of this ADAz Document,or an_y portion of c may result n severe viland criminalpenalties,and will be prosecuted tothe maximum extent possible under the lama' This draft was produced by AIA software at 11.40:47 on 10/11/2017 under Order N0.3600792784 which expires on 08/30/2018, and is not for resale User Notes: (1917678926) 824388,2/028709, 00002 9 119 120 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 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 § 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 docurnents (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, ATA Document A133'" - 2009 (formerly A121`"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING,This IA" Document isprotected by rig and International Treaties. Unauthorized reproduction disc but_ n of this AIA. Document, or any portion of it, may result in severe civil and criminal penalties, end will be prosecuted to the 1-0 O 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 computers, printers, copy machines, desks, filing cabinets, other incidental office expenses, etc.); telephone and postage (e.g., telephone hookup, cellular telephones, local and long distance charges, postage, express mailing, computer line charges, initial set-up of computer line, etc.); travel; Subcontractor insurance and bond premiums; and other incidental expenses attributable to the Work on this Project, excluding Work that is included in the "Specified General Conditions Work," or is included in the MACC. § 2.2.7 Performance and Payment Bond. One month prior to the Notice to Proceed for Construction, the Construction Manager shall deliver to the Owner performance and payment bonds for the full TCC, on a form provided by the Owner and as described in A201-2007. The costs of such bonds are included in the 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 OwnerlConstruction ManagerlArchitect. 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. AIA Document A133" - 2009 (formerly A121'CMc - 2003). Copyright m 1991, 2003 and 2009 by The American Institute of Architects.. All rights reserved. WARNING: G This s ADA DocCopyrightU.S., ted by U, . and international T- . Unauthorized reproduction or distribution �. ofthis AIA Document, or any portion of it,may rest in severe civil and criminal penalt and will be prosecuted to maximum extent possible under the law. This draft was produced by AlA software at 11:.40;47 on 10/11/2017 under Order No.3600792784 which the 11 expires on 08/30/2018, and is not for resale. User Notes: (191767.8928) 121 824388 2/028709.00002 122 § 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 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 httos:/i"fortress.wa.aovi'lni: wacelookuo/prvWay.elookua.asnx. 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. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright a 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: T i A' Document is ted by U.S.Copyright Law and International T, U o_ized reproduction or 12 distribution ofA Document, or any portion of_ ._ result severe civil and criminal_nal T and will be pros_ t_d to the maximum extent ss _e under the law. This draft was produced by AIA software at 11:40:47 on 10/11/2017 under Order No.3600792784 which c= =moi-ium =., =nc noo -int expires on 08/30/2018, and is not far 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 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;dlated 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 traits 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. AIA Document A133' - 2009 (formerly A121'CMc - 2003). Copyright ° 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, e_^ 1ADA' Document isted byU.S._CopyrightLawJ and International _UnauthorizedUnaut;orizd reproduction or distr bu-_ion o. this Al Document, orn' portion _severeresult in civil and criminal Penalties, and will be prosecuted to the13 m. maximuextent 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) 123 824388,2/028709 00002 124 § 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 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. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 0 199.1, 2003 and 2009 by The American Institute of Architects. All rights reserved. 7CINO A Document is protected by U.S. UopyrightLaw nd International Treaties. Unauthorised reproduction or .. 14 extent_ t_�b_i _on t s AIA DoCumenc, or -y po= 1 manimum n of it, m_✓ resuseveresevre c vil and c._mnal z_1_i_s, and wiprosecutedproscuted to the oossi.blc 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 § 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 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. 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 ALA'Document is _cted by U.S. Copyright and International Treaties. Unauthorized reproduction or1 5 distribution o_ :this AIA Document,or✓ portion Or may r l result severe e_ civil and criminal penalties, bewill prosecutedthe to maRimum extant possible under the le .�. This draft was produced by AlA software at 11,40;47 on 10/11/2017 under Order No.3600792764 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 125 824388,2/028709.00002 126 § 2.3.6.2 Prepare a schedule of values for each subcontract. § 2.3.6.3 Prepare monthly cost reports. For each subcontract, the Construction Manager shall state costs expended, budget remaining, and change order status. The Construction Manager shall provide a cost forecast for each subcontract and the project as a whole. § 2.3.6.4 Prepare monthly progress report narrative. § 2.3.6.5 Prepare monthly earned value report. § 2.3.6.6 Establish pay request procedures. The Construction Manager shall prepare monthly pay requests. § 2.3.6.7 Prepare independent cost estimates for Subcontractor change orders. The Construction Manager shall document and track all change order payments. § 2.3.6.8 Resolve Subcontractor claim issues. § 2.3.6.9 At conclusion of Project, prepare final accounting of Project and prepare final payment and buyout. § 2.3.7 Schedule. The Construction Manager shall: § 2.3.7.1 Develop and keep current a master critical path schedule ("CPM") for the project as required by A201-2007 and that includes design and construction activities as well as applicable regulatory agency, outside entity, project team, and CPM activities and constraints. The CPM shall identify all long -lead procurement items. to 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. 111 )V( § 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. All rights reserved. WARNING, - Document is coed by U.S. Copyright Law and international Treaties. Unauthorized re_produc_ion or 1 6 distribution of this Document, portion __ may result _ civil and criminal nalti_s, and will be prosecuted to 1' maximum extent o . sib_e under claw. Thisdraft 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 § 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. § 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 AIA Document A133' - 2009 (formerly A121"CMe - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved, WARNIG, This I3' Document isprotected by3. Copyright and International Unauthorizedeeroducoioa or 17 a_ i result insevere civil and criminal penalties, and will be prosecuted to the dist_ pi_ioa o _i_ AIX. Document, or any por _io:_ of __ may ma. _._v _,.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) 127 824388 2/028709.00002 128 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. § 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. lithe 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 AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: Thi _. Document is protected by U.S. Copyright ndo =s Onauthori reproduction _production o ._ distribution this AIA Document,� . O J a of it,may result_„ v _. __vand __1 inalDenali s and will be prosecuted the 8 maximum exteent possible under 'th l_ow.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) 8243881/028709.00002 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 39.10.390 are met. § 2.7 Nondiscrimination and Disadvantaged Business Enterprises § 2.7.1 Notwithstanding any other provisions herein, this Contract does not require any specific utilization levels of minorities or women in the Construction Manager's workforce, except as may be specified in any federal regulations or statutes included or referenced in the Contract. The Owner encourages the Construction Manager to employ a workforce reflective of the region's diversity. The Construction Manager shall adhere to all non-discrimination requirements set forth in Federal and State laws and regulations and in local applicable provisions. § 2.7.2 During the performance of the Work, the Construction Manager will not discriminate against any employee or applicant for employment because of race, religion, creed, color, sex, marital status, sexual orientation, gender identity, political ideology, ancestry, national origin, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification. § 2.7.3 Disadvantaged Business Enterprise Requirements 1 General. Currently, minority and woman businesses and workers are under -represented on City of Tukwila construction projects. The Construction Manager acknowledges that the Owner has specific goals to promote and ensure equality for employees and women and minority owned businesses in the construction of the Project. Construction Manager must perform affirmative, good faith, and meaningful efforts for outreach and subcontract participation of Disadvantaged Business Enterprises, as that term is defined in RCW 39.10.210 ("DBEs"). No minimum level of DBE Subcontractor participation shall be required as a condition of receiving award; provided, however, that any affirmative action requirements set forth in any federal regulations or statutes included or referenced in the Contract will continue to apply. 2. Non -Discrimination. The Construction Manager shall not create barriers to open and fair opportunities for DBEs to participate in all contracts and to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with Subcontractors and suppliers, the Construction Manager shall not discriminate on the basis of race, religion, creed, color, sex, marital status, sexual orientation, gender identity, political ideology, ancestry, national origin, or the presence of any sensory, mental or physical handicap. 3. Record -Keeping. The Construction Manager shall maintain, for at least twelve (12) months after completion of this Contract, relevant records and information necessary to document the Construction Manager's utilization of DBEs and other businesses as Subcontractors and suppliers under this Agreement and in its overall public and private business activities. The Owner shall have the right to inspect and copy such records. If this Contract involves federal funds, the Construction Manager shall comply with all record- keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the Contract. 4. Sanctions for Violation. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of contract for which the Construction Manager may be subject to damages and sanctions provided for by the Agreement and by applicable law. AIA Document A133'" - 2009 (formerly A121mCMc - 2003). Copyright ° 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This t Document is orozaczed by U.S. Copyrightaw and Int=_rrational Tr 's. Unauthorized reproduction or distribution of this Al?. Document, or any portion of it,severe may result in civil andcriminal .nal =_ penaltis, and will be prosecuted t the 19 maximum extent possible under law. This draft was produced by AIA software at 11:.40;47 on 10/11/2017 under Order No.3600782784 which expires on 08/30/2018, and is not for resale. User Notes: (1917678926) 129 824388 2/028709.00002 130 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 described in AIA Document B133TM-2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Construction Manager's Preconstruction Phase services, the Owner shall compensate the Construction Manager as follows: § 4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of or basis for, compensation and include a list of reimbursable cost items, as applicable.) Payments based on the number of hours expended multiplied by the rates stated in Exhibit B, up to and not to exceed the Preconstruction Services NTE Limit, as further described in Section 2.1.4. § 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed by the end of the months stated in Section 2.1.1, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 4.1.4 Compensation based on the rates stated in Exhibit B includes the direct salaries of the Construction Manager's personnel providing Preconstruction Phase services on the Project and the Construction Manager's costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. § 4.2 Payments § 4.2.1 Construction Manager, on a monthly basis, may invoice the Owner for Preconstruction Services performed in the prior month. Labor charges shall be based on the rates set forth in Exhibit B. Such rates shall be compensation for any and all expenses and costs of the Construction Manager other than reimbursables. Reimbursables must be accompanied by appropriate receipts or other evidence of expenditure. Reimbursables are for items such as long distance travel, research, copying and documentation, etc. With regard to travel, the Preconstruction Services NTE Limit includes local travel and parking costs, but does not include the costs of long distance trips made outside the greater Seattle -Tacoma metropolitan area by employees of the Construction Manager in connection with the Work. Provided the Owner approves such travel in writing in advance of the Construction Manager incurring the expense, the Owner shall reimburse the Construction Manager for its actual travel costs, including lodging and meals, except that lodging and meal expenses for long distance trips shall not exceed the current Runzheimer index amounts for the metropolitan areas visited. Travel shall be at the lowest cost reasonably available. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright ° 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNINC, This AIA' Document protected sv U.S. Copyrightand International Treaties. Unauthorised reproduction_ distribution off this _ Document, or any portion of-.suitin 0_.e-e civil and criminalpenalties, and ...l beprosecutedthe 20 ._ n._m - 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 § 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) § 5.1.2 The Specified General Conditions: « » § 5.1.3 The Negotiated Support Services: § 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 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 7.33 of AIA Document 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 Unauthorised reproduction or 2 1 . distribution of this AIR Document, o any portion o _ may result in - civil and criminal penalties, and will b: prosecuted tothe maximum _ r_ - possible under the lawT 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) 131 824388.2/028709.00002 132 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 Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7, except to the extent payment for such items would conflict with the Contract Documents. § 6.1.1.1 Notwithstanding Section 6.1.1, the Cost of the Work shall not include any costs or items that are included in the Specified General Conditions or the Negotiated Support Services, even if set forth in Sections 6.1 through 6.7. § 6.1.2 Where any cost is subject to the Owner's prior approval, the Construction Manager shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. § 6.2 Labor Costs § 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off-site workshops. § 6.2.2 [Intentionally Omitted.] § 6.2.3 [Intentionally Omitted.] § 6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Section 6.2.1. ('1 t l / § 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. AIA Document A133' - 2009 (formerly A121'"CMc - 2003). Copyright m 1991, 2003 and 2009 by The American Institute of Architects.: All rights reserved. WARMING.ni AI Document i _ d by U.S. Copyright Law _n3 Taterraionalreproduction Un. _ho iz d distributionof this AIRDocument, or a portion __ of it, result severe _ ii and criminal Penalties,and mill bethe prosecuted to 22 maximum extentpossible under e _« 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 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. § 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.] 1 § 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 A2i11-2007 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 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 IA' Document t protected Copyright Law and I Treaties. Unauthorized reproduction oor 2 3 distribution of this IA Dozum_ c, portionof i- ney result in civil criminalpenalties and will be prosecuted to the maximum enter_ possible u.h _ t_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) 133 824388.2/028709.00002 134 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: .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; (�1 / .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; AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright ° 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: Document 0000mnt is protected by U.S.a S. Copyrightn and International T. the2 4 Treaties. Unauthorized reproduction or Aid distribution thisDocument, o any portionof_ _sin_ s_criminal _e civil and penalties, and will be prosecuted to th maximum, extent -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 or any person or entity that has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. § 6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors, accountants, Owner's Designated Representative, or other internal staff shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three (3) years after final payment, or for such longer period as may be required by law, and Owner may demand access to the records during this period of time. Construction Manager shall ensure that Owner's rights under this section are a condition of any Subcontract, agreement or other arrangement under which any person or entity is permitted to perform work in connection with or related to the Work. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 7.1 Pro ress Payments (/11 § 9 § 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. AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. :v??NI C-. This Document is protected b J.S. Copyright Law International Treaties. Unauthorized roduction or distribution of this AIX Document, or any portion o __ may civilresulr_ and criminal_ penalties, and will be prosecutedthe 25 , m_ _.. ., 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) 135 824388,2/028709 00002 136 § 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. § 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. [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. All rights reserved. ARlI This - protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 2 6 distributionthis Document, or' any portion of it, may resultsevere civil andcriminalpenalties, and will be prosecuted c th=_ maximum exent possible under the 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) 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. By: 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 .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 AIA Document A133`" - 2009 (formerly A121'CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, _.1_s AIR Document is protected by U.S. Copyright Law and International Treaties. Unauthori_ad reproduction or distribution o, this AIR Document, or any portion of it, may result in severe_ civil and criminal penalties, and will be prosecuted1= to t__ 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 27 137 138 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 atter 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. ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Construction Manager's Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. § 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ R » ] Arbitration pursuant to Section 15.4 of AIA Document A201-2007 [ X ] Litigation in a court of competent jurisdiction in King County, Washington. [ K » ] Other: (Spec) a o AIA Document A133' - 2009 (formerly A121"CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING, his AIA. Document is protected by U.S.Copyright and International - _a. Unauthorized reproduction or distribution of AID cor any portion ofmayin resultsevere civil and crimi at venal_ s and will beprosecuted to the28 m eawiucu ext_ _ _,_ :^de..._- tie 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 § 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 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 A20l-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 r" 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. AyNI'OC This is protected by U.S Copyright nd International Treaties Unauthorised reoreduccion or distribution_ to s Al. Docamenz or any portion of __ result in _ civil and criminal penalties, and ilt be prosecuted to 1= 29 _. , extent possible under tie 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) 139 824388.2/028709 00002 140 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 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. AIA Document A133' - 2009 (formerly A121'"CMc - 2003). Copyright m 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. ARCING Tins AIA Document is protected r U.S. Copyright a and Inte_rnational Treaties. Unauthoriseed^ reproduction or 3 Q distribution , this Document, or portion of it,may result i. severeseverecivil andcriminal renal t,e_s, andwill be prosecured to th=_ m 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 09/30/2018, 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 both partied. § 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. 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: AIA Document A133f9 - 2009 (formerly A121'CMo - 2003). Copyright o 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.WARNING, This NS Document is protected by U.S. Copyright v and International Treaties. U _i d reprodurtion or 3 1 ... distribution of this AIA Document, or anyportion of .. result insevere1civil and criminal napenalties, and w.Il_ beprosecuted tothe m_. . . _,.r_ - 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 00/30/2018, and is not for resale. User Notes: (1917678926) 141 824388.2/028709.00002 142 .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 A201-2007.: This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONSTRUCTION MANAGER (Signature) «»« 3> « »« (Printed name and title) (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 o c_ed by U.S.Copyright Law and International Treaties. Unauthorized reproduction _ 3 2 distribution off this _ALA Document,or any portion of t may - in-_ resultsever_ civil and criminal penalties, altis, and will be prosecuted1 to _= maximumextent 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 AIA Document A13 3TM 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) 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: 2009 FT 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 A201m-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 ® 1991, 2003 and 2009 by The American Institute. of Architects. All rights reserved. WARNING:T s AIA Document c_ectacl by U.S Copyright Lao and International Treaties. Unauthorized reproductionor distribution of this AIA Document portion of it, may result civil and criminal p lniss =_ and will be ooscured tomaximum x extent possible under the law, This draft was produced by AIA software at 1142:13 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. 143 144 Specified 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: (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: o » § 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.) tt >9 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.) « 3> AIA Document A133' - 2009 Exhibit A. Copyright o 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved: WARNING. ,This IT_O Document protected by U.S. Copyright oaw and international Treaties. Unauthorized reproduction or distribution of this Dcument _ any portion of. it, may result in s_.___ civil and criminal 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.3.600792784 which expires on 08/30/2018, and is not for resale, User Notes: (1852141421) 824389 1/028709.00002 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: c » § 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) « >X< » a »<( » (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 ATA. Document is protected by U.S. Copyright Law and Ir' r ._.tonal Treaties. Unauthorized reproduction or distribution of this PIA Document,portion of may result insevere re ciuil endcriminal nal penalties, and trill be prosecuted toto _. maxim.extent possibleunder thelaw. 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 146 EXHIBIT C - COST ALLOCATION MATRIX REVISED 10 16 17 Matrix of Fee, Specified General Conditions: As an aid to understanding which costs are covered by Fee, Specified General Conditions, Negotiated Support Services or Cost of Work (MACC), the following matrix has been prepared. ITEM FEE SPECIFIED GENERAL CONDITIONS NEGOTIATED SUPPORT SERVICES COST OF WORK (MACC) Negotiated Support Services X GCCM Performance & Payment Bonds X GCCM Liability Insurance X Insurance Provided by Subcontractors X Performance & Payment Bonds & Bid Bonds Provided by Subcontractors X Builder's Risk Insurance (will be provided by the Owner) Builder's Risk Insurance Deductible X GCCM Management of: General Conditions - Performance X Review of Contract Documents & Field Conditions X Supervision and Construction Procedures _ X General Conditions — Permits (excluding building permit), Fees & Notices X GCCM Management — Prevailing Wages X All costs associated with payments for construction phase services. X GCCM Management of: General Conditions - Payments & Completion X Retainage Bonds & Escrow Fees X Liquidated Damages X Costs Not To Be Reimbursed X Agreement & General Conditions — Dispute Resolution & Claims X Mediation X GCCM Management of General Conditions — Miscellaneous Provisions X GCCM - Negotiations for scope of work and GMP contract amounts X _ Use or similar taxes, B & 0 Taxes, Income Taxes X Special Conditions - Allowances X RFP City of Tukwila Justice Center Project EXHIBIT C - COST ALLOCATION MATRIX REVISED 10 16 17 ITEM FEE SPECIFIED GENERAL CONDITIONS NEGOTIATED SUPPORT SERVICES COST OF WORK (MACC) Award of Subcontracts Subcontractual Relations X Management & Coordination of Changes X _ Costs to replace damaged, defective or non- conforming work X Cost Accounting _ X Progress Payments Payments & Completion X Subcontracting, including bidding, administration & coordination Administration X Project Information X Project Information by Subcontractors X Management of Subcontractor Permits and Fee X Permits, Fees & Notices - GCCM X Permits, Fees & Notices - Subcontractors X Specified General Conditions X Fee X Supplementary Conditions X Administration X Protection of Persons & Property Health & Safety Requirements X _ Compliance with Wage Rates X Health & Safety Requirements X Existing Utilities - repair any damage to existing utilities caused by construction _ X Management of Hazmat Abatement X Hazmat Abatement X Applications for Payments X Project Coordination X Meetings and Minutes other than Preconstruction X Project Management Communications X Photographic Documentation X Schedules and Reports X Submittal Administration 1 X Certificate of Compliance X Certification of No Hazardous Materials X RFP City of Tukwila Justice Center Project EXHIBIT C - COST ALLOCATION MATRIX REVISED 10 16 17 ITEM FEE SPECIFIED NEGOTIATED GENERAL SUPPORT CONDITIONS SERVICES COST OF WORK (MACC) GCCM Management of Alteration Project Procedures X Regulatory Requirements X Reference Standards and Definitions X GCCM Quality Control and Assurance X Testing and Inspection Services - Provided by Contractor X Testing and Inspection Services - Contractor Coordination Responsibility X Temporary Utilities (with exception of 1.03 A & B) X Temporary Electricity X Temporary Lighting X Temporary Controls - Barriers X Temporary Controls - Fencing X Temporary Controls - Water Control X Temporary Controls - Dust Control X Temporary Controls - Pollution Control X Temporary Controls - Exterior Enclosures X Temporary Controls - Interior Enclosures X Temporary Controls - Protection Of Installed Work X Temporary Controls - Protection Of Existing Finishes X Temporary Controls - Vegetation Damage Control_ X Temporary Controls - Security X Temporary Controls - Traffic Control X Temporary Controls - Access Roads & Staging Areas X Temporary Controls - Parking _ X Temporary Controls - Progress Cleaning as part a of subcontractor work scope (see A133 6.5.3) X Progress Cleaning (see A133 6.5.3) X Temporary Controls - Street Cleaning X Temporary Controls - Project Sign(s) X Temporary Controls - Field Office and Sheds X Temporary Controls - Temp. Vertical Transportation X RFP City of Tukwila Justice Center Project EXHIBIT C - COST ALLOCATION MATRIX REVISED 10 16 17 ITEM FEE SPECIFIED GENERAL CONDITIONS NEGOTIATED SUPPORT SERVICES COST OF WORK (MACC) Temporary Controls - Removal of Utilities, Facilities X Maintenance of Traffic X Environmental Protection X GCCM Management of: Materials & Equipment X Materials and Equipment X GCCM Management of: Approval For Substitutions & Product Options X Substitutions - Modifications to the work by Substitutions X Substitutions - Redesign costs X GCCM Management of: Delivery, Storage And Handling X Delivery, Storage and Handling X Construction Layout - Quality Control X Construction Layout - Survey Reference Points X Construction Layout - Establish control points X Construction Layout - Record benchmarks and dimensions X Construction Layout - Surveying for work installation _ X Construction Layout - Re-establish control points X Utility Location Requirements _ X GCCM Management of: Cutting & Paving X GCCM Management of: Cleaning X Cleaning - Cleaning Materials and Equipment X Progress Cleaning Cleaning Up X Construction Waste management X Removal of Rubbish & Debris from Site X Cleaning - Dust Control Street Cleaning X Cleaning - Closeout Cleaning X GCCM Management of: Indoor Air Quality - HVAC X Contract Closeout X GCCM Management of: Warranties And Bonds X REP City of Tukwila Justice Center Project EXHIBIT C - COST ALLOCATION MATRIX REVISED 10 16 17 ITEM FEE SPECIFIED GENERAL NEGOTIATED SUPPORT COST OF WORK (MACC) CONDITIONS SERVICES GCCM Management of: Operating And Maintenance X GCCM Management of: Project Record Documents X Documentation and Management Requirements for WSSP X GCCM Management, Coordination and Participation of Commissioning X Systems Commissioning Participation X Apprenticeship Participation - Apprenticeship Plan & Quarterly Reporting by the GCCM X RFP City of Tukwila Justice Center Project Ln 152 AIA Document A2 01TM - 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« »» p » THE ARCHITECT: (Name, legal status and address) DLR Group 51 University St Suite 600 Seattle, W A 98101 o »» (( » 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 protected by U.S. Copyright Law and International Treaties. Unauthorized zd reproduction or dis_rib•:tion of this Aid Document,or any portion of may result in severe civil and criminal penalties, and will beprosecuted to__ maximum extent 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: (389ADA22) 824390.2/028709.00002 1 153 154 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.S. Copyright law and International Treaties.Unauthorized reproduction or distribution of this AIA Document or any portion of result in civil and _ criminal .ltes, and prosecuted t the maximumextent 'possible under the aw. This draft was it, 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 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, 103.2, 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 .10 Document i-_o___L_d by U.S. -_:right Law and International Treaties. Unauthorized reproductionor distribution ofchis ATP, Document, mayany portion of it, result in severe civil and criminal penalties, s and will be prosecuted ted toextentn the maximum possible ulaw. 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, 1 and is not for resale. User Notes: (3B9ADA22) 824390,2/028709,00002 3 155 156 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, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 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 313 Document is protected by J.S. Copyright __ c Law and r_nznational Treaties.Treti_s. Unauthorized r reproduction or distribution of this _IA Document, ent,_ any portion of it, resultl in severe civil criminal alp will be prosecuted to>.' the maximum ___n_ possible under __ law. This draft was produced by AIA software at 11:38,59 on 1.0/11/2017 under Order No. 3600792784 which expireson 08/30/2018, and is not for resale, User Notes: (339ADA22) 824390.2/028709.00002 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_.0 Document isprotected by U.S. Copyright Low and international Trestles Unauthorized reproduction or distribution ofthis AIA D ,_ , 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 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 5 157 158 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 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 _0.__0 Document is protected by U.S. Copyright is; and International Treaties. Unauthorized reproductionor distribution _ this 0.1. Document, ion of it, may result 1n severe civil and criminal penalties,and will be prosecu__d to the . ext 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: (389ADA22) 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 Aid Document is protected b_ U.S. Copyright Law and International -_ T_ear= . Unauthorized r p oduc_ or dis - . u_:oo cn s "-i. Document, l or any portion of ., may result ___ civilandcrminal s penalties, and wll be pro ecucedc the _xenon 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 06/30/2016, and is not for resale. User Notes: (359ADA22) 824390 2/028709.00002 7 159 160 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. WARNING. This .I1 DocumentYis protected by U.S. Copyright Law and International a rraaa,as U _ Zed r odua_ n or dia t O ,cd,s z Doc'ume any poetic,- of may result in severecivil and ncriminal panal-,es,and ll be prosecuted to the a,imum arrant 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 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 _ot_Sca_d by U.B. Copyrsghc Law and Inc=_rnaciora1 Treaties_ Jnauchoriaad reproduction or distribution of this Document,or _ portion of it, may result incivil and criminal penalties, and will ted to the ._m. extent possible under the law. This draft was produced by AIA software at 11:38:59 on 10/11/2017 under Order No. 3600792784 whichexpireson 08/30/2018, and isnot for resale User Notes: (389ADA22) 161 824390.2/028709.00002 162 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 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 All Document is protected by 7.0. Copyright Law and Int=ernational mr=ati.e, unauthorized reproduction or distribution of this AIA Document, or any n of it, nay result in severe civil and criminal penalties, and will be prosecuted to the maximum trneste_- the possible underlaw. 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: (389ADA22) 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 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 ote_cted by U.S. COpyright Law and International Treaties. Unauthorised reproduction or distribution of this ArC Document, or any portion_ .. exult __ severe civil and ^ c_ .,_nal penalties, and wll be pros.__ ted tothe ,i_, possible under the lay 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 law. resale. User Notes: (3B9ADA22) 824390.2/028709.00002 11 163 164 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 A201t° - 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 A,A Document is _oo cted by J.S. Copyright law and International una _horiz-d oduction or distribution of this AIA D _um_nc, or any portion o it, may result in ___ civil and criminal and will be o -os. _ctheL maximum ext n possible u 3 c c_ { la; . 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 § 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 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 IIA Document i -rove-- d by U.S. Copyright ,Saw and International '_ Trea_es a Jn-t_ oduction or distribution of this AcA D ._ncor any portion of it, may esult in severe civil_ criminal penalties, and will beprosecuted c maximum 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 onF 08/30/2018, and is not for resale. User Notes: (30910122) 824390.2/028709.00002 13 165 166 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 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 oscot_ t_d by : U.S. Copyright Law and international Treaties. Unauthorized reproduction ordistribution this Aid Document any portion of it, may. result in severs _ c_viland criminal penalties, and will be prosecuted to the ma tm'mi 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: (3189ADA22) 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 Document is protected by U.S. Copyright baw and International __e._ Unauthorisedoroductinn or dis_ributio of this ATA Document, or any n _ n of it, may result in severecivil and criminal. penalti=s, a It be a._ ted to the maximum 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: (3B9ADA22) 824390.2/028709-00002 15 167 168 § 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 A11 Donnmze_nc is pnttected by DO.r ght Lao end In__rnat nal Treaties e_ Unautho izd = o roduction distribution of _ _ _-_. DocPme =.y ._ c i_, result in severe civil and criminal penalties,and will be prosecuted to theaxi = olenc 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 isnot for resale. User Notes: (3B9ADA22) 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. WARNING: This 'IA. Document is protested by U.S. Copyright Lau and International 1=eaties, Unauthorized reproduction or dis __to _. this y - Document, or any _. y poet 7 Jmay result in severe boll andcriminal penalties, and will be prosecuted min eaten: 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 17 169 170 § 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 AIR 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 _.I_-`. CocuMent is protected b. 7.3. Copyright flew and International Trearies zed reproduction or distribution _ ___othis Ala Dorupen , or any portion of it, may resultsevere in s__ oi'iland �criminal _=1 be prosecuted to. maximum m m e possible 'ander the la;,. 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 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 An Document is protected by U.S. Copyright Law and International Treaties- Unauthorized reproduction or distribution of ' _n s AIA Document,orr any portion of it, may . ' result i _ _ and criminal na]ti e _ _ prosecuted maximum n . centpossiblepossibleunder t law. This draft was produced by AIA software at11:38:59 on 10/11/2017 under Order No.3600792784 whichempires on 08/30/2018, and is not for resale. User Notes: (389ADA22) 824390.2/028709.00002 19 171 172 § 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. WARNING: This All Document is roc -e° by U.S. Copyright Law and International Treaties Unauthorized - productio_o r distribution ofthis AIA Document,o,portionof it, may result in severe civil and criminal andwill be prosecuted tothe..extent __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 Jnot 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 A20i. - 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. WbRNIND_ This AIA Document is protected by J.S. Copyright Taw and International Treaties Unautho _zed - p-ofiw_ioa or distribution p this_. z_D c _n_ or any n r_ion ofinresult s t __ civil criminal penalties, and will be prosecuted to the maximumunderpossible 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 21 173 174 § 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, 1.925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING:`s 9.1A. Document i International _ot____d by 2.S. Copyright Lew and Int______ naTreatieTreaties, On _treproduction or distribution - this AIA Document, or any portion of it, may result in severe civil andcriminal ee pnalties .and will be prosecuted thepossible 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; (3B9ADA22) 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. 390NIN3, This 313 Document is protected by U.S. . night Dand International Unauthorised reproduction or distribution of thADAis Document,any of it, result in n __ civil and criminal andis__ e prosecuted tothe maximum extent possible under - This draft was produced by AIA software at 11t38:59 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale_ UserNotesi (3E9ADA22) 824390.2/028709.00002 23 175 176 § 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 is oo te_d by J.S. -Copyright Law and International Treaties. Unauthorized reproduction o r ds i __i of this RCA Dotuman_, or any portio of it, may r stl„ in t severe civil and criminal penalties, and will beprosecuted tothe maximum exbent 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: (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 ALA 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.. WARN**INC, This AII. Document is protected 'b_ U.S. Copyright Law .and International Treaties. Unautho-+z=_d - -oduc_ or distribution ofthis >I.?. Document, portion.. Of it, may result in civil , vi1 and criminal penalties,and willprosecuted to .. the n_im extent possible under the law. This draft was produced by AIA software at 11:38159 on 10/11/2017 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (3B9ADA2.2) 824390.2/028709 00002 25 177 178 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 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 ASA Document is protected by J.S. Copyright Law and Ints_ oio al Tr_a_ _s Unauthorized r..oduction or disc -,b___ i this Aid Document,any por_in ion of t, may result s civil andcriminal r and __ be prosecuted 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: (399ADA22) 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 e 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 AL. Document is protected by U.S. Copyright La.. and International Treaties, Unauthorized reproduction or distribution this AIA Document, or any portion of result in severe civil and criminal penalties, and will be prosecuted _ themaximumextent possible under thelaw. This draft was 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 27 179 180 § 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 A20l' - 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 III Document is o.ecte_d b; U.S. Copyright La'4 and International Trestlesn,eu_i� _ od_ct_ _b _ _. -_ .. . t. t.. ..v..,. Ti. and criminal and will be prosecuted to tha maximum extent possible undar she 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 oIl_,o_._mn_n_ is protected by C.a. right Law and i____ cional ' Treaties. Uncu,_izad reproduction or distribution of this IIS Document,ormayn of it, mayr cult .. in s Ln __ and 3 l penalties, and. ' 1prosecutedproscuted tothe cim., ua. cent possible under she law. This draft was produced by AIA software at 11:38:59 on 10/11/2017 underOrder No. 3600792784 which expires on 08/30/2018, and is notfor resale User Notes: (3B9ADA22) 824390.2/028709.00002 29 181 182 .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 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. + 2NING: This l,a Document is protected 'c U.S. Copyright Law and internacional Treaties.Unauthorised _sed reproduction or distribution Document, orany it, - result in severe civil endcriminal =_ onal., _- l,... � , prosecuted to the n sable under w.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 isnot for resale. User Notes: (339ADA22) 824390 2/028709.00002 § 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, AIA Documentisorocected b: U.S. Copyright Law and In_ernationel Treaties.Unauthorized reproduction distribution ofclue AIA Document, or any portion 0,f it, may rssult in severe civil and criminal penalties, and rillie _ totaa maximumextent possible under theVla:. 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 31 183 184 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 e 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. 0.1101NG: Doc'.mtent isprotected by U.S. Copyright Law and International i,- ro: _pot i T____ UnautCc-iz=_d reproduction or distribution ofthis e,L Doc snent, or any portion of it, may result _ o __ and criminal penalties, and wall be prosecuted to the maximum extent possible under ohs law. 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, and is not for resale. User Notes_ (389ADA22) 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 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 PIA Document is _o=__[_d by U.S. Copyright Lawnn .. =_c__tional Treaties. Un 40-,n=d-=p-couc„_on or dis__ibunio+, of this 513 Document,or any portion of it, may result insevere civil_ criminal penalties, and will beprosecutedohs maximum extent possiblenN under r 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: (389ADA22) 824390 2/028709.00002 33 185 186 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 ADA Document is protected U S. Copyright Law and Internacional Treaties. Unauthorised reproduction or distribution of this ATA Document, portion any of .i._, may result inse civil and criminal 3 4 penalties, and will be prosecuted to .._xi_. extent possible under nee 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: (369ADA22) 8243902/028709.00002 § 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. All rights reserved. WARNING: This .In Document is protected by U.S. Copyright Law and international Treaties. Unauthorized r _ oductio ., or distribution this AIA Document, or any portion it, may result in severe civil and criminal penalties, and will be proseecuted to the maximum _ 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 35 187 188 § 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. WAC3itt3, This AIA Document is protectedU.S. Copyright la.. and International Jnr thori ced - - __ .. _ distribution of this AI== Documentany portion pf it, may result in ___ civil mcdcriminal Cana an, . ,1 be orosecuc_d to the 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 on08/30/2018, and is not for resale. User Notes: (3B9ADA22) 824390.2/028709.00002 § 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. All rights reserved. WhitbiNG: This AIA Document is protected by U.S. Copyright Law and International _s Unauthorized sd reproduc_ionor distribution of this AIA Document, n of it, may result ins '' civil and criminal ,._ Treaties'. ..landprosecuted tothe maximum extent _ ssible 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: f3B9ADA22) 824390.2/028709.00002 37 189 190 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 511 Document cco_e ted by C.C. Copyright Law and International nl Treaties. Unauthorized _oduc__ or d s .. .tion _ „_ s Document,omay•u n of it,result in severe civilandminal penalties, and will Os prosacu,ed to.. ` x possible under t = 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) 8243 90.2/028709.00002 § 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 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 Document is protected by U.S. Copyright L_.: and International i Treaties. Unauthorised -. reproduction or discribtion this ?30 Document, . ✓ portion of may result- m ___ civil and criminal penalties, and usD1 e prosecuted tothexis possible under law. This draft was produced by AIA software at 11:38159 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 192 § 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. W TNICTG:` is Document is o_o.eo_=_d b U.S. Copyright Law and International Treaties. Unauthorized ,. _ c_ n or d,str•b_Document,f thin AIA Document, orany portionof result sult incriminal severe civil and criminal vl and will b=_ . _- m extent possible and 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 Note9: (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 e 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 CIA Document is protected b_ U.S. Copyright Tao and International Treaties, Unauthorized reproductionor dist_ distribution of this CIA Document, or any portion o'_ it, may result icivil andcriminal penalties, and will beo =_ secutd tothe maximumthe extent possible under 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: (389ADA22) 824390 2/028709 00002 41 193 194 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.t2 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 CIA Document is _ote_cte_d b_ U.S. __ Law and International Treaties.. __ _ reproduction or distribution s Document, t t any portion of i, may result i_ severe civil nnd criminal penalties, and will be prosecuted to the maximum e:cnsn_ 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: (359ADA22) 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. ,.ARS This Ia Document is ted by U.S. Copyriaht C,aw and I -al Unauthorized reproduction or distribution- of this i1 Document, portionof it, may result in sewers civil and c,_ __nal 43 Treaties. aled will be prosecuted to ohs.;imux.,__ possible d_ the lawThis draft was produced by AIA software at 11:38,59 on 10/11/2017 under Order No. 3600792784 which.. expires on 08/30/2010, and isnot for resale. User Notes: (3B9ADA22) 195 824390.2/028709.00002 196 § 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 A2015 - 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-. Document is by U.S Copyright ig andaional Treaties.Unauthorized = produonion on distribution of this AZA Document. rportioninoany may resultsere _ civil and criminal 44 penalties, and will be ted to the maximum extent possible under s 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 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__ Document is protected by U.S, Copyright Law and International ies Unauthorized reproduction or distributionAI Document,or any portion of may res _criminal_ _ civil and and wll be prosecuted to the maximum enter.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 45 197 198 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 A2015 - 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__-. Document is protected by U.S. Copyright Saw and tns _ tional __ea Unauthorized reproduction or distribution of this 11A Document,orof portion may ._ _ severe civilandcriminal =_ onalt'_sandwill beprosecuted t _ e_ maxim.possible under the law. n 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 .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. 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 Document is protected by U.S. Copyright Law and International Treaties _.ca_d -.production or distribution of this lI?. Document, + portion of result in civil , i aad criminal _nal ._t be prosecuted to _ maximum t possible under law. ..draft This 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 47 199 200 .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 ° 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. 'JF,RNING: This ADA Document is otecce_d by U.S. Copyright Inc and international Treaties. Unauthorized reproduction or distribution of this All Dooum._no O =my portion of i , in s_+_ civil _ J..l endcriminal penalties, and will be prosecuted t maximum possible under s_ lee. This draft was produced by AIA software at 11:38:59 mon 10/11/2017 under Order No3600792784 which expires on08/30/2018, and is not for resale User Notes: (3B9ADA22) 824390.2/028709.00002 COUNCIL AGENDA SYNOPSIS [r11/1a/• Alec/1,4.g Date Prepared by Ataior'y review Council" review 03/17/14 BG' S'OM�F .,1 r� ❑ Bud. ()bard ❑ PulrkcIiruO/Og .1 It Date :1IQ, Dat, ❑ Other ltt' D ire alOtion <1fts Date 03/17/14 SPONSOR U Coruna' ❑ clIcryor HK ❑ DCD ❑ Finance ❑ Filo ❑ IT ❑ Pc' -R ❑ Po ice -1 .Pii- SPoNSOR'S Resolution No. 1814 was adopted by City Council on January 21, 2014 that promoted the SUM;`r.1Rl' 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. RENT I:\V'II) BY [ COCA;' M1tg. ❑ CA&P Corte ❑ F&S Cmte H Utilities Corte ❑ Arts Comm. ❑ Parks Comm. DATE: 03/10/14 COMMITTEE CHAIR: ►1 transportation. Corte ❑ Planning Comm. ALLAN EKBERG ITEM INFORMATION ITEM No. 4.D. S"1'.1I I SPONSOR: BOB GIBERSON ORIGIN.11, AG1.ND_1 D Vi F : 03/17/14 1;l,:N1)1ITEM 11`1,1=. Apprenticeship Utilization Guidelines C.11'1::(()RY ❑ Discussion .11t, Date ❑ eso/I:tion .1ftg Date ❑ Ordithidc'e 1.1!{ Date ❑ Bud. ()bard ❑ PulrkcIiruO/Og .1 It Date :1IQ, Dat, ❑ Other ltt' D ire alOtion <1fts Date 03/17/14 SPONSOR U Coruna' ❑ clIcryor HK ❑ DCD ❑ Finance ❑ Filo ❑ IT ❑ Pc' -R ❑ Po ice -1 .Pii- SPoNSOR'S Resolution No. 1814 was adopted by City Council on January 21, 2014 that promoted the SUM;`r.1Rl' 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. RENT I:\V'II) BY [ COCA;' M1tg. ❑ CA&P Corte ❑ F&S Cmte H Utilities Corte ❑ Arts Comm. ❑ Parks Comm. DATE: 03/10/14 COMMITTEE CHAIR: ►1 transportation. Corte ❑ Planning Comm. ALLAN EKBERG RECOMMENDATIONS: SP( )NS( COMMIT Public Works Department 'Ili Unanimous Approval; Forward to Regular Consent Agenda COST IMPACT / FUND SOURCE F xi ri' :)ITURI? RD 1 1RND AMOUNT BUDGETED APPROPRIATION REQUIRED $0.00 $0.00 $0.00 Fund Source: ts: Comments: MTG. DATE RECORD OF COUNCIL ACTION 03/17/14 MTG. DATE ATTACHMENTS 03/17/14 Informational Memorandum dated 03/07/14 _ 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 3/10/14 201 202 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 203 204 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 $1 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 Initiating Department: Public Works Effective Date: Supersedes: N/A Mayor's Office Approval Signature: 205 206 9 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. 207 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. 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. 208 2 3 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. 209 210 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 Sl 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 14` The given Trade or Craft expected to be utilized by the Bidder/Contractor or its Sub- contractors throughout the duration of the project. TOTAL LABOR HOURS The estimated total number of labor hours required in each Trade or Craft on the Project. NUMBER OF APPRENTICES The estimated total number of apprentice in each trade or craft on the project. APPRENTICESHIP HOURS The estimated total number of hours to be worked by apprentices in each craft or trade that is required for the project. APPRENTICE PERCENTAGE ' 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. PW Eng OTHER Forms,Appr,:nucvships APPRENTICESHIP UTILIZATION PLAN does 211 212 CITY OF TUKWILA APPRENTICESHIP UTILIZATION PLAN Name of Project/Contract: Name of Contractor: Contract Number: Contract Awarded Amount: City Project Manager: Trade/Craft Description (utilized on entire project) Total Labor Hours Number of Apprentices Apprenticeship Hours Apprentice Percentage TOTAL: Provide a description of how the Contractor plans to ensure that the Apprenticeship hiring goals will be met. Signature: Date: U- .PW I re.01 (I R.F ms'Ap u-eships APPRENTICESHIP uTll lZA'r[O PLAN do,, Firm Name, Address, City, State & ZIP+4 XYZ Construction 123 Main St. Tukwila, WA 98188 CITY OF TUKWILA QUARTERLY STATEMENT OF APPRENTICE PARTICIPATION Project Name (Title) Main Street Overlay & Repair Contract No. 16-001 Contract Award Amount: $5,000.000.00 Notice to Proceed Date 1/112016 Reporting Period from: 1'1!2015 to 1/'31,2015 Required Apprenticeship Percentage: 10% Apprentice Name Craft or Trade Apprentice Registration Number Name of Contractor or Sub -Contractor Smith, John Carpenter 152152 Doe, Jane Laborer 152251 Electrician Plumber MMARY Journeymen Name Craft or Trade Name of Contractor or Sub -Contractor Carpenter Laborer Electrician Plumber Apprentice Total Hours Number Worked I 128 48 Journeymen 1 Total Hours ' Number Worked Apprentice total hours worked this period: 176 Journeyman total hours worked this period: 835 Cumulative Apprentice hour Total brought forward from last reporting period: Cumulative Journeymen hourTotal brought forward from last reporting period: Previous Total New Total 0 176 0 835 Percentage 17% I, 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 Signature Date Title W:; PW Eng '.OTHER,orrns',Aopren,ceships,E,xempl eSrelsrnnfApp/entice-Journ:/rnanP /tic xls 213 214 City of Tukwila Washington 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 \Word Processing\Resolutions\Promoting the use of apprentices in PW projects 1-14-14 LH bis Page 1 of 2 215 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 \ T day of ' , 2014. J ATTEST/A THENTICATED: \AA> rrF.--- Christy O'Flanddy, MMC, City Clerk J De'Sean Quinn, Council President APPROVED AS TO FORM BY: Alvr Shelj M. Kerslake, City Attorney 216 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 bis Page 2 of 2 City of Tukwila TRANSPORTATION COMMITTEE - Meeting Minutes March 10, 2014 — 5:15 p.m. — Foster Conference Room 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. Apprenticeship 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 I- 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. 217 218 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 3 219 220 TUKWILA JUSTICE CENTER PROGRAM PHASE SITE PLAN • ./ "":„ ••-.. • , L - - • • - • • •- •• l'F„1 '1 1' 11F • • ••• • MN , 4--.- EEi SECURITY ACCESS CONTROL . 1 PUBLIC C SURFACE 126 MU PUBLIC S .1 SECURE( 90 STALL. MAIN BUI 221 PCL XL error Subsystem: GE_VECTOR Error: GEEmptyClipPath Warning: IllegalMediaSize 222 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 4 223 N EXHIBIT C - COST ALLOCATION MATRIX REVISED 01-30-18 Matrix of Fee, Specified General Conditions: As an aid to understanding which costs are covered by Fee, Specified General Conditions, Negotiated Support Services or Cost of Work (MACC), the following matrix has been prepared. ITEM FEE SPECIFIED GENERAL CONDITIONS NEGOTIATED SUPPORT SERVICES COST OF WORK (MACC) Negotiated Support Services X GCCM Performance & Payment Bonds X GCCM Liability Insurance X Insurance Provided by Subcontractors X Performance & Payment Bonds & Bid Bonds Provided by Subcontractors X Builder's Risk Insurance (will be provided by the Owner) Builder's Risk Insurance Deductible X GCCM Management of: General Conditions - Performance X Review of Contract Documents & Field Conditions X Supervision and Construction Procedures X General Conditions - Permits (excluding building permit), Fees & Notices X GCCM Management - Prevailing Wages X All costs associated with payments for construction phase services. X GCCM Management of: General Conditions - Payments & Completion X Retainage Bonds & Escrow Fees X Liquidated Damages X Costs Not To Be Reimbursed X Agreement & General Conditions - Dispute Resolution & Claims X Mediation X GCCM Management of General Conditions - Miscellaneous Provisions X GCCM - Negotiations for scope of work and GMP contract amounts X Use or similar taxes, B & 0 Taxes, Income Taxes X Special Conditions - Allowances X RFP City of Tukwila Justice Center Project EXHIBIT C — COST ALLOCATION MATRIX ITEM FEE SPECIFIED GENERAL CONDITIONS NEGOTIATED SUPPORT SERVICES COST OF WORK (MACC) Award of Subcontracts Subcontractual Relations X Management & Coordination of Changes X Costs to replace damaged, defective or non- conforming work X Cost Accounting X Progress Payments Payments & Completion X Subcontracting, including bidding, administration & coordination Administration X Project Information X Project Information by Subcontractors X Management of Subcontractor Permits and Fee X Permits, Fees & Notices — GCCM X Permits, Fees & Notices — Subcontractors X Specified General Conditions X Fee X Supplementary Conditions X Administration X Protection of Persons & Property Health & Safety Requirements X Compliance with Wage Rates X Health & Safety Requirements X Existing Utilities — repair any damage to existing utilities caused by construction X Management of Hazmat Abatement X Hazmat Abatement X Applications for Payments X Project Coordination X Meetings and Minutes other than Preconstruction X Project Management Communications X Photographic Documentation X Schedules and Reports X Submittal Administration X Certificate of Compliance X Certification of No Hazardous Materials X RFP City of Tukwila Justice Center Project REVISED 01-30-18 EXHIBIT C — COST ALLOCATION MATRIX REVISED 01-30-18 ITEM FEE SPECIFIED GENERAL CONDITIONS NEGOTIATED SUPPORT SERVICES COST OF WORK (MACC) GCCM Management of Alteration Project Procedures X Regulatory Requirements X Reference Standards and Definitions X GCCM Quality Control and Assurance X Testing and Inspection Services - Provided by Contractor X Testing and Inspection Services - Contractor Coordination Responsibility X Temporary Utilities (with exception of 1.03 A & B) X Temporary Electricity X Temporary Lighting X Temporary Controls - Barriers X Temporary Controls - Fencing X Temporary Controls - Water Control X Temporary Controls - Dust Control X Temporary Controls - Pollution Control X Temporary Controls - Exterior Enclosures X Temporary Controls - Interior Enclosures X Temporary Controls - Protection Of Installed Work X Temporary Controls - Protection Of Existing Finishes X Temporary Controls - Vegetation Damage Control X Temporary Controls - Security X Temporary Controls - Traffic Control X Temporary Controls - Access Roads & Staging Areas X Temporary Controls - Parking X Temporary Controls - Progress Cleaning as part a of subcontractor work scope (see A133 6.5.3) X Progress Cleaning (see A133 6.5.3) X Temporary Controls - Street Cleaning X Temporary Controls - Project Sign(s) X Temporary Controls - Field Office and Sheds X Temporary Controls - Temp. Vertical Transportation X RFP City of Tukwila Justice Center Project EXHIBIT C — COST ALLOCATION MATRIX ITEM FEE SPECIFIED GENERAL CONDITIONS NEGOTIATED SUPPORT SERVICES COST OF WORK (MACC) Temporary Controls - Removal of Utilities, Facilities X Maintenance of Traffic X Environmental Protection X GCCM Management of: Materials & Equipment X Materials and Equipment X GCCM Management of: Approval For Substitutions & Product Options X Substitutions - Modifications to the work by Substitutions X Substitutions - Redesign costs X GCCM Management of: Delivery, Storage And Handling X Delivery, Storage and Handling X Construction Layout - Quality Control X Construction Layout - Survey Reference Points X Construction Layout - Establish control points X Construction Layout - Record benchmarks and dimensions X Construction Layout - Surveying for work installation X Construction Layout - Re-establish control points X Utility Location Requirements X GCCM Management of: Cutting & Paving X GCCM Management of: Cleaning X Cleaning - Cleaning Materials and Equipment X Progress Cleaning Cleaning Up X Construction Waste management X Removal of Rubbish & Debris from Site X Cleaning - Dust Control Street Cleaning X Cleaning - Closeout Cleaning X GCCM Management of: Indoor Air Quality - HVAC X Contract Closeout X GCCM Management of: Warranties And Bonds X RFP City of Tukwila Justice Center Project REVISED 01-30-18 EXHIBIT C — COST ALLOCATION MATRIX ITEM FEE SPECIFIED GENERAL NEGOTIATED SUPPORT COST OF WORK (MACC) CONDITIONS SERVICES GCCM Management of: Operating And Maintenance X GCCM Management of: Project Record Documents X Documentation and Management Requirements for WSSP X GCCM Management, Coordination and Participation of Commissioning X Systems Commissioning Partic pation X Apprenticeship Participation — Apprenticeship Plan & Quarterly Reporting by the GCCM X RFP City of Tukwila Justice Center Project REVISED 01-30-18 Init. 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 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. 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 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 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) 1 229 Init. 230 (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. 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. 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 + 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 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) 3 231 Init. 232 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 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. 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 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) 5 233 Init. 234 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'm — 2009 (formerly Al21TM 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) 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 AlAx 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) 7 235 Init. 236 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 A133 r" — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AMA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 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 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 Al 33TM — 2009 (formerly A121" CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AiAV 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 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: (1366452839) 9 237 Init. 238 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 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) 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 A133r" - 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`x Document, or any portion of it, may result in severe 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) 11 239 Init. 240 Olympia, Washington 98504-4540 Tel. (360) 902-5335 § 2.3.1.7.2 Prevailing Wage Rate is defined as the hourly wage, fringe benefits, and overtime in accordance with provisions of the Washington Public Works Act (most current rules and regulations). The applicable Prevailing Wage Rates as of the Effective Date are the rates in effect for King County as of October 20, 2017. For any renewal term, the applicable prevailing wage shall be based upon the rates in effect on the first day of the renewal term. a) Construction Manager and Subcontractors must pay a wage -and -fringe benefits package to workers that is equal to or exceeds the prevailing wage & prevailing fringe benefit amounts added together. b) Construction Manager and Subcontractors must observe overtime, holiday, and Code provisions that are part of the Prevailing Wage Rate. c) The most current Schedule of Washington State Prevailing Wage Rates for King County is located at https://fortress.wa.2ov/lMiss agelookupip rvyVagelookup. asp. s, 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 A133T"" — 2009 (formerly A121» CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AL\° 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. 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' Document, or any portion of it, may result in severe 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) 13 241 Init. 242 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 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. 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 33T" — 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 reproduction or distribution of this AIA'D Document, or any portion of it, may result in severe 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) 15 243 Init. 244 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 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 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 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) 17 245 Init. 246 § 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 FIELD 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 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 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' 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 AlA 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) 19 247 Init. 248 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: MA 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 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) 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 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) 21 249 Init. 250 § 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 A121^4 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 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. § 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 AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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) 23 251 .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 6.2, or as may be provided in Article 11; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; .5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the MACC to be exceeded; and .8 Costs for services incurred during the Preconstruction Phase. § 6.9 Discounts, Rebates and Refunds § 6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. § 6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 6.10 Related Party Transactions § 6.10.1 For purposes of Section 6.10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Construction Manager; any entity in which any stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person or entity that has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. § 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 Al33T"' — 2009 (formerly A121TM CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA,) Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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) 252 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 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) 25 253 Init. 254 § 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. By: _ 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 AlA5 Document, or any portion of it, may result in severe 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 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) 27 255 Init. 256 (Table deleted) ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Construction Manager's Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. § 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ ] [X] Arbitration pursuant to Section 15.4 of AIA Document A201-2007 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 Al33. "' — 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® 2$ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. 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 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) 29 257 Init. 258 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 A133TM — 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.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 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 title) (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 MA® 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 riot for resale. User Notes: (1366452839) 31 259 260 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 well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 18:01:46 on 02/26/2018. PAGE 1 City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 and the General Contractor/Construction Manaeer, 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: (206) 838-3705 Email: ethanb(a,soisea.com PAGE 2 Geri Urbas BNBuilders, Inc. 2601 Fourth Ave Suite 350 Seattle, WA 98121 Telephone: (206) 382-3443 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 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 OrderNo.3600792784 which expires on 08/30/2018, and is not for resale. User Notes: (1366452839) 261 262 Email: Geri.Urbas(c3.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. 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 in thin Agreement, or described in this Agreement or the General Condition A201-2007 Section 1.1.1, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, proposal establishing the "Total Contract Cost" ("TCC"). which means the Preconstruction Work Allowance + Maximum Allowable Construction Cost ("MACC") + Fixed Fee + Fixed Amount for Specified General Conditions work + applicable Washington State sales tax, the Contract Documents will also include theme: unseats described in Section 2.2.3 and identified in the Guaranteed Maximum • t.--1 ..4: '1'1 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. A covenants with the ll...« r to cooperate 7.'it the 'rc'. cct and c.:e-ets_ the Construction' Manager's s'_:,' andju,lgrnent C.N..tL. .. ,_ theci � s^t^ct cooperate Y Fa ..4 efficient c _ Construction ,.a t V _ in .z__-rina . ze., c ofthe ..n r, ., _icient _onetractios ads° ,._ra_ico , management cervices and :aper-:zion> to r -r" ---ch at all tirnes an adequate supply of worker: and materia and to perform the W ek in an e::peditions and economical =nner eoneictent . ith the -Owner's interests. The Cv. nc. agrees to furnish or appro' , in a timely manner, inf citation require'' by the Construction Manager and to make payments to the Conctraetion Manager in accordance with the requirements of the Contract Decuinents. 1.2.1 The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect through every phase of the Work and exercise the Construction Manager's best skill, efforts, and judgment in furthering the interests of the Owner: to furnish efficient construction administration, management services and supervision: to furnish at all times an adequate supply of workers and materials: and to perform the Work in the best way and most expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve. in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. The Construction Manager further recognizes that in order for the Project to be completed on time and within the TCC. the Construction Manager. the Architect and the Owner will have to closely cooperate on a regular basis to revise plans. drawings, specifications. materials, methods, estimates and budgets as necessary to meet the Owner's financial constraints. § 1.2.2 This Agreement does not make the Construction Manager the agent or legal re resentative 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 A133'' — 2009 (formerly Al21TM 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. 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 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) be that of an independent contractor. The Construction Manager is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the Owner or to bind the Owner in any manner or thing whatsoever. 1.2.3 Both parties hereto. in the performance of the Contract. will be acting in their individual capacities and not as agents. employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. The Construction Manager's staff shall work under the direction and control of the Construction Manager. The Construction Manager shall ensure that all Construction Manager's staff are properly trained and fully equipped to perform their assigned tasks. The Construction Manager shall provide any necessary reasonable accommodations to enable Construction Manager's staff to perform assigned tasks. & 1.2.4 The parties agree that no person supplied by Construction Manager in the performance of obligations under this Agreement is an employee of the Owner, and that no rights in the Owner's civil service, retirement system. other employee benefits, or personnel rules shall accrue to such persons. Construction Manager shall have total responsibility for all salaries, wages, bonuses. retirements. withholdings. worker's compensation, other employee benefits and all taxes and insurance premiums pertinent thereto concerning such persons used by them in the performance of this Contract: and Construction Manager shall indemnify. defend, save and hold the Owner harmless with respect thereto. § 1.2.5 The Construction Manager shall be responsible for maintaining satisfactory standards of employee competency. conduct. appearance and integrity. Construction Manager's staff must be cooperative and work in harmony with each other. Owner employees, other Owner contractors, and Owner customers at all times. While on the Owner's work premises. Construction Manager's staff must comply with all City ordinances related to behavior and conduct required by invitees and Owner employees. Any Construction Manager's staff found in violation of any ordinance or regulation may be asked to immediately leave Owner premises. The Construction Manager must be prepared to provide an immediate replacement. PAGE 4 For the Preconstruction Phase, the general terms of the AIA Document A201TM-2007, General Conditions of the Contract for +. Construction as modified by Owner ("A201-2007"), and those terms that are identified in this Agreement or the A201-2007 as applicable to the Preconstruction Phase or Services shall apply. For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2007, which document is incorporated herein by reference. The term "Contractor" as used in A201-2007 shall mean the Construction Manager. The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3. Other sections of this Agreement apply to the phase identified therein; if no phase is identified, the Section applies to both the Preconstruction and Construction Phases. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.1.1 The Construction Manager shall provide '' w e nstructi n budget reguiroments, Bch i `.e: c of the other. preconstruction services, including but not limited to: assisting the Architect and its sub -consultants with planning and design: life cycle cost -engineering; scheduling; cost - estimating: determining constructabilitv: assessing alternative construction options for cost savings including assistance to the Owner with development tasks necessary to support the construction effort: and identifying and organizing Subcontractor bid packages (collectively and inclusive of all services described in in Section 2.1.3. "Preconstruction Services"). Preconstruction Services shall be provided throughout the preconstruction period and shall be closely coordinated with the Architect's and Owner's representatives. The Construction Manager shall work collaboratively and proactively with the Owner and Architect to proceed with the plannin . design. and development Additions and Deletions Report for AIA Document A133r' — 2009 (formerly Al 21 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: 3 (1366452839) 263 264 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. PAGE 5 The Construction Manager shall schedule and conduct m;;tingc with the Architect and Owner tc discuss such matter: i._� procedures, , „-;,r:;ioati :n., and scheduling of he Work. T t:_ 1%1.i hall .1-.:..,. the C "' �rti..ti �:vb. a ril:, C:,- „tr»C_-.,:r _.4» :2ber S,..ze. cus.�_ , l".;?=: and the Architectenprop3;ed site tc e and imps.. ote: , ;election of material:, and building :y::3!' : and -quipn eat. :a and AFehiteet er:t cors:tructabihitj; cf materials and labor; tin:_ requirements for procure-,._- t, inztallatica and eor:: f:Acti atm factor: related to construction c.,ct including, but not limit. -2,1 -to, _.,etc 3f alt :aati _ designs cc ' t '; -.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 .., _ - _ -.- ..»._ ,tact..,»_ .__--`v --.._ ..... _`1 ...... .... .. . . . ^a .. prepa. _ end peric.sdic:-..11y ..pda c a Project schedule for the 4 r ehitcct :e:':e :G' and the Owner's accci3tance. The l:, t..v tib Manager rall obtain the ArCh.tom__, approval far tic: portion of the Project schedule .of t.:,a_ to the »,.«F «,..,..n,.,. --f r.- ..,.L :ta ct.,. ,._-..: m. _ ., t ,. ,.,1..1 ,. L. ,. . t., ,.....1 : t,. ,. t4 !` . -. -. _ ... arca _�". __."_." ,"' __ .. .- ... LL the „_r vice the A 1 .. _h-___t'r_-r; lee" s, thorOwnervner coa..a.ltantc services, .d the Owner':.e:ponsibilitie and id: ntif5• -`cat: that could affect the Project': timely _=plotroll. The updated Project schedule :kali include the ollo,',?ttg: ,.4x.se:3:: ofthe -Gu .r.ntee _.fa_:ilsni Pi.__ -:_;:Je'i; _ .=r.....,:i:s of the Work; times of =an"ti._crrC=t and co'ccp!c_.,,.1 requited of each S::13CJntect t- ; Jrcic ng and -le ?i. ry . f r:ed;'_-c!»dina toy : that m-,:zt ho ordered - a f t:..». - - - f .-.- 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 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 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) 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 resnonsibility 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 iob 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 Desian Review The Construction Manager shall: A. Conduct timely design review of the Project at each scheduled design review phase: Schematic Design, Design Development. and 50% and 100% Construction Documents. Design review shall include budget. constructability. value engineering. completeness. and coordination. The Construction Manager shall provide written design review comments to Owner's Designated Representative and Architect within four (4) weeks from receipt of the design documents for each phase. B. Review the drawings and specifications for the final design development submittal for viable value engineering ("VE") recommendations. The Construction Manager shall create a value engineering tracking system which identifies each VE proposal. provides a cost estimate of the savings and/or explanation of added value to the Project if the proposal is accepted. indicates the date by which a decision must be made to incorporate the VE proposal, indicates the current status of the VE proposal and the team member with current action, and the date the proposal was accepted or 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. 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 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 5 reproduction or distribution of this .AIA= Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced 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) 265 266 approved by the Owner. E. Prepare construction cost estimates within four weeks of receipt of documents from the Architect for the entire Project based on both the mid- and final Construction Documents submittals. If the estimate exceeds the MACC. the Construction Manager shall take whatever actions are necessary in conjunction with the Architect and Owner to reduce the cost of the Project to within the MACC. F. Complete an interdisciplinary plan check of both the mid- and final Construction Documents submittals. The Construction Manager shall provide comments to the Owner's Representative and Architect. The Construction Manager shall verify that the comments are incorporated into the Contract Documents. G. Review the record drawings and investigate the existing conditions at the Project site to ensure that the Construction Documents reflect the existing conditions. .5 Schedule The Construction Manager shall: A. Develop and keep current a master critical path schedule for the Project that includes design and construction activities as well as applicable regulatory agency. outside entity. Project team, and Owner activities and constraints. The schedule shall identify all long -lead procurement items. In developing the activities for this schedule, the Construction Manager shall consult with both the Owner's Designated Representative and Architect to ensure that the responsibility for and duration of these activities is accurate. B. Monitor and update the schedule monthly and discuss the need for corrective action with the Owner's Designated Representative and the Architect in weekly coordination meetings. C. Develop a bid packaging/phasing strategy and schedule. D. Develoa 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 Pro ect at those .oints in the desi• n review .hases 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. Additions and Deletions Report for AIA Document A133" — 2009 (formerly Al 21,^ 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. 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) § 2.1.4 ." : c d Cc r.Iructia" vn.*t.aQ4v.i1rQ. .'.a:de .'.Qrdn An.nln rA4 GJ .r C S.4. track CLL.d i1 .f, ...knit 4.,Ln :.,44.44 •444.44,444:444444•44.44; "4.41 nnn4 .,Aaan4; n.... nne44 4.4...n44•1.:1:41. n Cn. 44,44.44444n44n..a Cn.,:l:i:n., ...,d Allowance for Preconstruction Services and Compensation for Preconstruction Services S 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"). S 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 reauire the Construction Manager to resubmit the Plan. The Preconstruction Work Plan shall also include the anticipated number of hours needed to complete each activity, the name(s) of the individuals that will be used to complete each task and an hourly rate for each individual. The hourly rates multiplied by the number of hours needed to complete all tasks shall not exceed the Preconstruction Services Allowance, unless adjusted pursuant to mutual agreement of the Owner and Construction Manager, and once approved by the Owner shall constitute the "Preconstruction Services NTE Limit." The Construction Manager will not be entitled to any compensation for Preconstruction Services until the Owner approves Construction Manager's Preconstruction Work Plan. 5 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. S 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 Haid 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 Proiect does not proceed beyond the Preconstruction Phase. § 2.1.5. :•ti 4 -.Coat stj matLsPhased 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. constructabilitv. provisions for temporary facilities and procurement and construction scheduling issues. L: 2.1.5.1 n....,..1 L .. »....1 :.....:»...... ,1 ,.,.:,... ,..,a ...x..... ,1 ,.,.: ,.-_ ,. ,l L... L. Architect, tl.,. Construction �„.,,_i::I _.. < t'1:_.S. .1.,�_ .. :.i.Q J.:lC. --:tom«: ,. b- •- • 3 a ...cssa: `•----•--r',_Y�,c.-..s the _za�,a__c� ..., .4.....4..4.4,...,.. It .f ,L5.. rl _» S__ »_t lt...:.»_J.estimates .f tL.rtL. `.A.«, .. the ,..a of programrLs•'n. nt..s•:.a area, I....... ,. •1....4 4.1 a: '«,... ,. L, n:,...,.., IV_1.4._.r.YY.,Tttts:»-C.-.)Lll.ltJtltG.GJ....Y\.l..aC•.,czzzz�s.�.ni•.+....C_.,�a........ .. ....... .. .....».. .....,. J.21. �.. J': .... 1L ...G .L2 .,135..,..: yr rotiS....ttJi_ TTta.a..r..._ :tCt_._ .. . j 2. .., tho Construction T» . ac ,1».1 n r .,1. cost 1....tiort ..ft. J..,. ..lt,..._..ti t.. _: 1,. ......1 _�. li.l. Z.tJz:S :;t t.iJ.,.. if__3. t,._:�v L Yia.t. _..ci-., a...,. _...3:, ...., _.,.. +1 ._ . -.VIrl , zs .:s1! ..,,,,,earation tC _ C ..Ki:� Y.:a.,Desi„--n . G I"nY ..Gnt and l',.,..st;..._ti_» r ...... ......._a,, tL ,. lam.. n..a_.. ,.t: ,.« 11 R ,.L...II .««..n,.«.. anal . n,l..t,. nnr,.nr:,.t,.:nt,.......1,. ,.,.r..,.,1 t,. L... tl,,. , _.t L. J__., :2 <,......_.. _...Y:..tz .a....._ Y,�Y..a, .. »......_Y._n. nYY..,Y..»._ ... _.,.. »... »a. ., .., J _..., /1,-.-..... /"-.n..t-..--t:`.... 54 ..n-1 A r..L,:t,.,.t ,.,. t:n-at,.,. ,.f tL... Cost ,.f tL,. Work o f in,.r,.,.,.:n,. . -.t-.:1 .;._.1 f:_, mart +.r-4 _._l,., _.., _. »�...., __ .!_.._L t..GL 1..:.1 _LLCZ_._C_rCJcc-t c.z._C '..t ..... �........_ .......... ........».,__.a ».._»:_ »..1: 1 f:.:>r:.....:: and,.11 ,. f r Lho furthor ,1......1,-...........nt ,.f tL... ,1,.,.:,.-.,. ..n.:l ,...,.L. t:....... ,, tl.,. /1--..-,. ...--1 !'_.,n,.t......t:,..» T A ..._�_.. 1.w' ..t_ , .t,. t.._ Y»_..Y__ t.._. __�Ytcf_:_ .._ b.. ., `.13[tr »:[t: '�.0 C.;,tf U....0 1: .12S:.Sb\:: :.Lb»-- . C.. J �.�l]v..kt. Y..0 t_..1..�..{... u..., »::»... .444...44 ..[1.:::1: LI.G V .._tl .ilt.L .Ll ... [.:_;._ S. 11,:1 :k_.; 1.✓..._ .!-.. the I,.t:st approve::! Pro:oct h.calg,ct ..n,l .... ahe .. ».l..t r`.« ct•.. .. �,c. _.,..0-..-.. _:!t tGC_�. SYY_•.. , C.... ...... .,-....a... a..» _..»..�! .__'.,:Y tL :..iS:.:Lt.J fon § 2.1.6 ,T.w"ccr.t.ractcrc cnd S::~~I!n-c Notices and Compliance with Laws The Construction Manager shall ac c1.opbid'crc' i.tcrcct ir. t!:c Prcjcct. 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 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: 7 (1366452839) 267 268 under this Contract. and with eaual employment opportunity programs. and other programs as may be required by governmental and auasi-governmental authorities for inclusion in the Contract Documents. ? 7 TL„ C.. « T.ra dial! r.,.:71: for ,_ A. -chi t',.roviov:anal ti:_ocC-ptoa:e, a pro »._.. ..L •� ,I.- for :t..,-..,.. tb..t .._...,.. L.. orclor„d -...11occ _K:nato el... -µo ng «a ..r-, ..1,, tiat t L.. ,.a __.. ,J _tlin ..p-1 «:._€'_of .. Ifsb: n... aero-" to rrocor: any -t:ra: r---- -_ :h= t:tar;_ohm?,- -_ Orth. Cua an`_P-r:ccdial!, .Lo n -...,c»" 00H0= Obs LL rr itzm" or: t_..._., ._nal accoptabl.', to tic n:.c._....__.�.n *.1a.. .. - T T« nal:•: _., ab'::''n_ont o f tLv a__ vrv« .. .-. T,f....:...,,....... Pric , tL.. 2 -.-.Tor ..L,.I1 ,.,...:,__...11 ....«t_.._to for ti..,...:t._....... 4L.. r..«..t....,,t:..« A,f..».. ,_,.» ,_._a tlz.. ('-.-.r ..}:..._ C 1.1? l-.,a,...a ,.i o...... Z....: w:l:a. L1. ... r'».----= T.4'_`a._--•t'.cai Pr:::. Tic f`o--_._.._..on .: not r _rc.a to a:cert:; n that :hc Dr.... . ««a C.- :r:.. ns aro in ..._.J.r._....,.., .._. r -r�....L., 1. .._. .......... a.l...........: va.:.._.r,d. :L,..,.:t_r�.y:u--_e-,=£:, _OO'= ruled ;led .nom - .b». s.-.- ,La.- »-rte-t L. A»_L_C_, . ,n, r ... a, ..:i u..a:,. .. ...1 n.......1:......... ,:a I a a4!:. ..rr.,. _»..:. j r-�b--.....,., _._..., �,._. Y,•.�a..�=.._ �.:...»� -_ . _n^.---- -� a- • 0000-.. ..__..... - § 2.2 r...c-cr.t7.:' ^c~a'^caTimeGuaranteed Maximum Price Proposal and Establishment of Total Contract Cost (TCC) §2.2.1..".t: OL— :11 A:Zh tic Cono_. --... Maaaa'- dial! L:. _pari a C.3:..araa_::c .S?»...:ii.z .. P ---a• pro :al co L. .J tL r .1 ..t...« .., -L .L,. /...,1. :, ..I__J:._ _. __ _t: ..«..: .. ,, a_......:L..a :._ c....t: ,.»'T 1 ..«a tL ,. - - .-- 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. §2.2.2Tot!:: Arohitoot, tbz :ka_ll Fr., v .'. ... th. f't.:a......c._:' ',r--- for ., »..L r..:•tlaor 1: . olo» .._... L..t tL.. c r t r a._ roquirod, dial! Lo t__or_orat„ by Chaagc Ora__.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 (includine separately listing the Negotiated Support Services. Subcontractor Bonds. and MACC Contineencvl: the Fixed Fee: the Fixed Amount for Specified General Conditions work; and applicable Washington State sales tax. § 2.2.3 TL- r. '.. _*. .. E», s :'.1....c!»a:...' .H: r':._._.. ---a T":....._... Pr!:: « . cal a .. --- r•Cr� J L Contract; r_t _rt L.. tL t T,f., _....._« :« tL.. «.. .. •- -.r L.. uarantzea Tir:::F:T'.x-:n T'::.. azd=pti= ...n.Jo» S:::::: 2.2.2to. „ __1.......__t tL_ information. p o;:a! a ytic»_a containol .. thz Drawing's :Incl. c. _ ficati A ..r tL,. ..I...: .. ..t..rnont _r ti,. ,.a ["... st Manager's Fee; Additions and Deletions Report for AIA Document Al 33TM - 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 Document, or any portion of it, may result in severe 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) TL L:_L K is based; and .5 A date by which the Owner nt..,: accept thz Guaranteed Ma:Ea at Price. Total Contract Cost (TCC) and Guaranteed Maximum Price Amendment § 2.2.3.1 The TCC shall be determined through a negotiation of the MACC between the Construction Manager and the Owner. and established by the Guaranteed Maximum Price Amendment. The Construction Manager shall not be reimbursed for any efforts related to MACC negotiations. The "Contract Sum." as used in the Contract Documents, shall refer to shall refer to the TCC. & 2.2.3.2 By executing the Guaranteed Maximum Price Amendment. the Construction Manager represents and acknowledges that the TCC is reasonable compensation for all of the Work. that the Contract Time set forth in the Construction Schedule is adequate for the performance of the Work. and that Construction Manager has carefully examined the Contract Documents and the Proiect 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. eauipment 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 Proiect site and the surrounding locality: topography: and eauipment and facilities needed preliminary to and at all times during the performance of the Work, and furthermore acknowledges that no variation in the aforesaid site conditions from those observed, assumed. reasonably inferable or contemplated by the Construction Manager shall form the basis for any claim of changed condition by the Construction Manager. By executing the Guaranteed Maximum Price Amendment. the Construction Manager further acknowledges it shall be responsible for coordinating the activities of its Subcontractors of any tier during the Construction Phase. shall be responsible for discharging all of the Construction Manager's obligations under the Contract Documents and. during all phases. shall advise and work with the Owner. Architect and consultants and Subcontractors to make recommendations for alternate or substitute technologies. construction techniques. methods. materials. and practices based on cost savings, time saving and/or other related efficiencies and quality enhancements. The Construction Manager further represents that it is fully qualified and properly licensed. equipped, organized. financed and staffed to perform the Work and services under the Contract and such additional Work and services as the Owner may request (provided. however. that nothing in the Contract shall be deemed to require. authorize or permit the Construction Manager to perform any act which would constitute the practice of architecture, professional engineering. certified public accounting or law). and shall provide. in a timely. efficient and professional manner the Work and services in accordance with the Project and Construction Schedules. § 2.2.4 In preparing the Constructiac Manager's Guar:. iocd Maxi...... Price proposal, the Construction Marager ,hall include :*s r3cetr tion Manager's exch.:s e ' cc to cover these casts considered reimbursable as the Ccst f the Work but not included in a Change Order. Maximum Allowable Construction Cost (MACC) § 2.2.4.1 All forms of Construction Manager compensation including Subcontractor bonds, MACC contingency and Negotiated Support Services are contained within the MACC. The MACC is the amount mutually agreed to between the Owner and Construction Manager that is required to complete all Work as described in the Contract Documents. except Work Services. and Owner -directed changes. The Owner shall maintain a contingency for Owner -directed changes. & 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 res sonsible for the overa• es. § 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 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 Al.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 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: 9 (1366452839) 269 270 the subcontract packages and procurement schedule for each package the Construction Manager intends to prepare to execute the Project. The Subcontract Plan shall include a statement regarding the Work the Construction Manager intends to self -perform (if any) and an affidavit stipulating that the Construction Manager customarily performs such work. § 2.2.4.4 Supplemental Contract Documents. The Construction Manager recognizes that the Contract Documents may not be fully completed or developed at the time of the execution of the Guaranteed Maximum Price Amendment. The Construction Manager agrees to cooperate with the Owner and the Architect in order to satisfy the Owner's requirements for the Project and to incorporate all the Work described under other Contract Documents hereafter completed or developed. The Construction Manager and the Owner recognize that construction may commence on the basis of scope or incomplete Contract Documents: and in such event, additional Contract Documents will be prepared and issued, from time to time. for purposes of construction which will detail more completely all requirements of the Work. The Construction Manager and Owner have agreed to the Maximum Allowable Construction Cost set forth in the Guaranteed Maximum Price Amendment. The Construction Manager represents to the Owner that the Contract Documents are sufficiently complete to enable the Construction Manager to establish the Total Contract Cost of the Work. and the issuance of subsequent Contract Documents will not affect the TCC of the Work, unless a change in the scope of the Work is required. A change in the scope of the Work is not warranted if the portion of the Work was reasonably inferable from or contemplated by. or a prudent contractor should have realized that same was necessary or appropriate under the Contract Documents in existence at the time the TCC of the Work was approved by the Owner. During performance of the Work, the Construction Manager agrees to use its best efforts, exercising its best and prudent judgment. to accomplish the Work in conformance with, and as required or described by. or referred to in. the Contract Documents then available and developed. § 2.2.5 The Construction Manager shed! meet with the Owner and Architect to review the Guaranteed". `a::'. H Price proposal. In the event that the Owner and Architect disco-. _. any ..._._..,.:,te_ici o e.:aa_ :a :_ i.. the .n for: atien presented, they shall pecaip;:y-noti 3 the Ccnetrttetion Manager, who 3huti r::u'.ie approi-riat_ aeljnetrnent to the Ca.ant_ca Maximum Price prep3cal, its bus or r.0 -t" 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 •r. propoca! in writing before the date specified in the Guaranteed 1'.?a!•::r . n Price prcpesal, the Guaranteed Maxtmu fr Guaranteed Maximum Price .". n:_ndrnent shall set forth the agreed upon Guaranteed ".tea:.:fin to Price ,. _ the information and ass:tmptiens upon : hich it is based. 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 AlA3' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 10 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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) Neaotiated Support Services mhe r0l�triretion s a:ire. vyaii »r:y coot .., r con....cnccmznt of thc Con:rtraction Pha�c, unlcac the O xrl, r pr;., -,-ides prior .. r ittcn aetth rization for such costs. § 2.22 Tho n-a:._r ohaii authorize tiqe Architect to Y:ovid: the r 1v..,�ioro to `h® Drawings andSpm::.cat�� :,., ince: peratz thz ag oza =per aooumotions and cklrifications contained in the Guaranteed Ma;:imurn Price Amendment. t. ro r�-- »�� r..�.. The Owner shall promptly `urn_,h those revised Drawings and hpzcificativns t the Construction Manager as they are r r _ ii .:c,, . _ n.... _. _ • Cuaranteed Maximum Price "_ruecu.- ;ent and the revised Drawings and Specifications. m taxes for the W0'crl: pr vided by th Construction MMa. agar that aro � zaa�� . enacted, v; zt' c. ...e't_ 7 c, t t .aj _ yet e frr � he as -'—urn Price Amendment is executed. § 2.2.6.1 Negotiated Support Services shall be on an actual cost or a lump sum basis. The costs are budgeted and identified in Article 5 and included in the MACC. If the total expended on Negotiated Support Services exceeds the total budgeted amount, the Construction Manager may use contingency funds available within the MACC to pay the excess. If contingency funds are not available and total Negotiated Support Services expenditures exceed the total budgeted amount. the Construction Manager will be responsible for the overages: provided, however, if Owner determines that Construction Manager did not cause the overages. Owner may in its sole discretion increase the budgeted amount for Negotiated Support Services or Construction Manager's contingency to cover the overages. § 2 2.6.2 Negotiated Support Services shall be all expenses of the Construction Manager related to project support. whether direct or through consultants. including. but not limited to: labor and materials: Test Engineer: participation in and the support of the Subcontractor bidding process of the Project: reproduction of documents (e.g.. plans. blueprints, shop drawings. submittals. correspondence. etc.): bid document reproduction; two-way radios whether owned by and rented from Construction Manager or rented from a third party: rental of equipment whether owned by and rented by Construction Manager or rented from a third party; gas. oil and maintenance: small tools whether owned by and rented from Construction Manager or from a third party: use taxes: craft payroll taxes: computer charges: proiect 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.): proiect safety (e.g., drug and alcohol tests. safety equipment and awards, temporary railings, ladders and barricades. progress cleanup, traffic control and flagging. site and street cleaning, dust control, etc.); first aid; barricades and temporary fences around the site: temporary signage: field office equipment: supplies and furniture (e.g., facsimile, computers, printers, copy machines. desks. filing cabinets, other incidental office expenses. etc.); telephone and postage (e.g.. telephone hookup. cellular telephones. local and long distance charges. postage. express mailing. computer line charges. initial set-up of computer line. etc.): travel: Subcontractor insurance and bond premiums: and other incidental expenses attributable to the Work on this Project. excluding Work that is included in the "Specified General Conditions Work," or is included in the MACC. • 2.2.7 Performance and Pa ment Bond. One month .rior 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. 6 2.2.8 Construction Manager Reduction Incentive. All savings from expenditures for the Work totaling less than the MACC. shall accrue to the Owner, except that the Construction Manager shall bill for and receive an incentive payment of a sum equal to 50% of all savings under the MACC. up to a maximum incentive payment of $200.000.00 on the final request for payment of the project. PAGE 11 Additions and Deletions Report for AIA Document A133" — 2009 (formerly A121. CMc - 2003). Copyright OO 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: 11 (1366452839) 271 272 6 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. 6 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. S 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/Ouality Control (OA/QC) coordination. test engineer. coordination of as -built drawings, site safety, etc. S 2.3.1.7 Prevailing Wages 5 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 5 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. IA Construction Manager and Subcontractors must observe overtime, holiday. and Code provisions that are Dart of the Prevailing Wage Rate. c) The most current Schedule of Washington State Prevailing Wage Rates for King County is located at https://fortress.wa.govllni/wagelookuo/prvWacelookuo.asp.x, and is incorporated by reference in this Agreement. extent 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 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) Authorities. A cony is available at the Owner's office upon advance request, and Owner will send a cony to Construction Manager upon request. dl 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 nay a worker less than the minimum hourly wage rates and fringe benefits for said worker's classification. el 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 Dost a Prevailing Wages Statement as required by RCW 39.12.020. 5 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 sunnliers 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. S 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 Pay Prevailing Wages forms and the Affidavit of Wages Paid forms. All fees reauired by the Department of Labor and Industries shall be paid by the Construction Manager. 2.3.1.8 Apprentice Utilization. The Construction Manager shall com.ly 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 - _, rtr _t1 tt'_r » pee CcnetructIon Manaaer'e c'.vn pers :2i eho:U be performed under eubco:ttract5 3r by other appropriate agreements with the Construction Manager The Owner may designate specific er ons from whom, or entities from :':hied the C3nctruct::nManager shu., obtain bide. The Cc:etru:t:o;.1at ager a1 Is 4tar : rd_ ron Sub,_.ontractc., end from ea�i1i _r .,1.. .,d 1 forr 1 J s II ,J„ 1: ,.L. L:.7.. the A..,,1,: The '-=_.., L.:-r�:..t_.w.,, cc c�,uip:n< �t f�riect... enx:al.3� the ti ar=t and .,..a,. �.�._, ti. 3u.... ,.us ... ..... ..................., Owner sla1.i then-determine,with t:_ advice of the Co nst:..>et:Jn Managerand the Architect, vide ..,II 1,m has rcaeon chic c";cet_iewManage construction of the Project- serve as general contractor and will carry out the construction of the Project through subcontracts or by Work performed by Construction Manager. Further. the Construction Manager agrees to provide the key personnel who were named in the Construction Manager's proposal for the Project and are stated in the Guaranteed Maximum Price Amendment. The key personnel named in the Guaranteed Maximum Price Amendment shall remain assigned for the duration of the Project unless otherwise agreed to in writing by Owner. In the event that Construction Manager proposes to substitute any of the key personnel designated in the Guaranteed Maximum Price Amendment. the individual(s) proposed must demonstrate similar qualifications and experience as required to successfully perform such duties. Owner shall have the sole right to determine whether key personnel proposed as substitutes are qualified to work on the Project. Owner shall not unreasonably withhold approval of staff changes. r § 2.3.2.2 if the Guaranteed M'<aimum Price has been eetab1iehed and when a zi-,ezific bidder (1) rcce { m c nded to the O. b y the C n rG a .a1ified to perform thatof Worh, and /�) i as mbm_tt`a bid ....,,. "J ...,, ....., ...., t;l, r, ... ..»-,.: (2) Clsc.: -._,.xt, e. w.,.. ..... portion the ��� .. u ,» that .,. of rme to the ccquiremcrtte f the C' ntract Doccrnents without mese . ation _.._ ptio hot the Own_r rcgti=C3 that another bid "c accepted, the Constr ct_on Manager may `t �_ g. i that a Ch na Order he tett»cd t.. cdj ..;t_ the Contract Time and the C3uarantzed Maxim= Price by the difference bet=ween the bid 3f t c per;.crr t t . 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'n Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 13 reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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) 273 274 recommended to the Owner by the Construction Manager and the amount and time requirement :-the sub ;-a=ttract or other agreement actually 3ignel with the per:, n or entity designated by the Ow: cr.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 reauests 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 ....'been shall be awardedthe b,. e l.. fee nt of the Tithe Subcontract ct ....».....,..,.. on basis of ...,et plus a _..< <:ItliJ::. the prior..,sc.>� ... ..... Owner. Tithe �...,_.,.....,_.... awarded on .. cast plus f. -5,e. bob c, the Conctruetion Manager shall provide in the Su'boontra.t for the Owr er to receive the came audit right with regard to the Subcontractor a; the O ner receives with regard to the Coactruction Manager in Section 6..1.1. holo., .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 Iftl-e Cop:_. _ctioc Manager racar ae^dc .. cp€eific bidder that may be conoidered a "1elated party' ding to Section < I n then the Constroetion Manager shall promptly Goth. the Oraner in writing of ouch 6.10.2.Coordinate general building layout, including layout work Provided by separate trades for their own work, to insure that no conflict exists with the work of other trades. § 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discus, such ...attem as procedures, progress, coordination, sch duling, and status of the Work. The Construction Manages shall prepare and promptly distributc r' -utcs t the. w er and ^rchitcet-Develop site safety plan and manage job site safety. § 2.3.2.6 Upon the execution of the Guaranteed Meezir.u... Prize Amendment, the C :t;truetion Manager shall prepare e and submit to the Owner and Architect a co: ;tr;cction aehedzil_ for the arl_: and submittal schedule in accordance with Section 2.10 of A201 2007. Provide sufficient staff. including but not limited to project managers: field engineers: superintendents: engineers: construction quality control representatives: testing engineers: scheduling engineers: cost engineers: and clerical and accounting personnel to ensure that: A Modification proposals are submitted to the Owner within fourteen (14) calendar days of the receipt by the Construction Manager of the Subcontractor's proposal. Only changes negotiated between Construction Manager and Subcontractor and approved by Owner are acceptable. B. RFIs are reviewed and forwarded to Owner within three (3) working days of receipt. unless a shorter period of review is required to avoid delay. C. Submittals are reviewed for completeness and forwarded to Owner's Designated Representative within seven (7) calendar days of receipt. D. Replies to correspondence from Subcontractors. Owner. and other outside agencies are provided within seven (7) calendar days. E. For a minimum of ninety (90) calendar days after Physical Completion. provide adequate qualified staff that is authorized to act on behalf of their firm to be present to coordinate and insure that any outstanding Work items. punch -lists. testing and commissioning are completed. at no additional cost to the Owner. § 2.3.2.7 The Construction er chal =d progress Project. On a nagreed ro~cess of the t41. basis, or ., �: •: { e � to by the Owner, the Censt.eetion �. shall submit written prcgreoo reports to the O•. t,_, and Architect,:hov: _rig percentages of completion and other infeematien -required by the Owner. The Construction Manager shall ah l:ems and ural.. available to the Owner and Architect, a daily log containing record for each day weather, _ . is ns of the W.Vorl; in progress, number of were_:ere o,..,. _, identification of equipment on site, problems that i eight affect pregres"s 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 Internationa Treaties. Unauthorized reproduction or distribution of this .ASA' Document, or any portion of it, may result in severe 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 _ .Administer ister construction min' all ons correspondence and maintain a document tracking and filing system for the Proiect. § 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring Manager s•hall identify variances between actual and c..-----. -_w czz.tz. and r:Yo:t the _-----cgs tc the Owner c d Architect ct ..-„1 ,.1...11 ., .:,1 this f .. its 1_. ,7 Architect, ,.er2.a .cc :4L. Yro=.�e .,..., irtYo.:::ut% .::: -- ::�ontE:.j repertu to the O���n�: �_ :_ ,... ... Scctica 2.3.2.7 leve. 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. 6 2.3.3 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 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. 6 2.3.3.3 Prior to subcontract bidding. the Construction Manager shall secure the Owner's approval of its Subcontract Plan. 6 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. S 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 chances 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 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 15 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) 275 276 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 reauirements for Subcontracting and Bidding are located in Section 2.6. 6 2.3.5 Construction Manager Cost Accounting. Starting with the award of the first bid package, the Construction Manager shall provide a monthly report to the Owner for review of expenditures, tracking of Subcontractors. and contract changes. The report shall include, at a minimum: § 2.3.5.1 Final Bid Package Estimate. Once agreement has been reached on the Final Bid Package Estimate. the values in this column do not change. At an appropriate time during the Project, with approval of Owner, this column need not be printed in each monthly report. This column must. however, be maintained and be available upon the Owner's request. 6 2.3.5.2 Final Bid Packae e Estimate Adjustments. To be used to record adjustments in the Final Bid Package Estimate. S 2.3.5.3 Available Funds (Revised Budget). The sum of the "Final Bid Package Estimate" and "Adjustments". 6 2.3.5.4 Budget Adjustment. This column shall indicate any change to any budget line item that occurred since the last report. S 2.3.5.5 Subcontract. This column shall reflect the amounts encumbered less change orders. 6 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. S 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." 5 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. 6 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. 6 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. 5 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 AIAo Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this .AlA9 Document, or any portion of it, may result in severe 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) 6 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. 6 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. 6 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. 6 2.3.6.7 Prepare independent cost estimates for Subcontractor change orders. The Construction Manager shall document and track all change order payments. § 2.3.6.8 Resolve Subcontractor claim issues. § 2.3.6.9 At conclusion of Project. prepare final accounting of Project and prepare final payment and buyout. 6 2.3.7 Schedule. The Construction Manager shall: 6 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. 6 2.3.8 Quality Control/Quality Assurance. 6 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. 6 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. 6 2.3.8.3 The Construction Manager shall review the Owner's testing and inspection reports and. where required. take appropriate remedial actions. 6 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 Document Al 33'm — 2009 (formerly A121' CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. 4VARNiNG: This .4!A? 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 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) 277 278 § 2.3.9 Procurement. The Construction Manager shall: S 2.3.9.1 Prepare and maintain a detailed procurement schedule for all direct Owner -purchased materials. furnishings. fixtures, and equipment. S 2.3.9.2 Coordinate delivery and installation of Owner -purchased items. 6 2.3.10 Commissionina, Test, Close Out. S 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. 6 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. 6 2.3.10.3 The Construction Manager shall prepare and/or coordinate the preparation of all operations and maintenance manuals. 6 2.3.10.4 The Construction Manager shall assemble and coordinate all vendor manuals. warranties. guarantees. affidavits. releases. bonds waivers, certificates of occupancy, etc. 6 2.3.10.5 The Construction Manager shall administer and coordinate the preparation of all Subcontractor and/or vendor shop drawings. if any. 6 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. S 2.3.10.7 The Construction Manager shall prepare closeout documentation acceptable to the City of Tukwila. 6 2.3.11 Time of Completion. Liauidated Damaaes. 5 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. S 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 eauipment 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: 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 brine 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 aualified. 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 Manaeer 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 AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 18 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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 Project in accordance with the requirements of the Contract. including but not limited to. the Contract Time and the Total Contract Cost. PAGE 17 6 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 nackage(s) does not give the Construction Manager an unfair advantage. 5 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. 6 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. 6 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 iudgment. 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 6 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 proiects. 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 Additions and Deletions Report for ALA Document Al33T"' — 2009 (formerly Al 21 CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.'P/ARNiNG: This .AiA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 19 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced 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) 279 280 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. 6 2.7 Nondiscrimination and Disadvantaged Business Enterprises 2.7.1 Notwithstanding any other provisions herein. this Contract does not require any specific utilization levels of minorities or women in the Construction Manager's workforce. except as may be specified in any federal regulations or statutes included or referenced in the Contract. The Owner encourages the Construction Manager to employ a workforce reflective of the region's diversity. The Construction Manager shall adhere to all non-discrimination requirements set forth in Federal and State laws and regulations and in local applicable provisions. § 2.7.2 During the performance of the Work, the Construction Manager will not discriminate against any employee or applicant for employment because of race, religion. creed, color. sex, marital status. sexual orientation, gender identity, political ideology, ancestry. national origin. or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification. § 2.7.3 Disadvantaged Business Enterprise Requirements 1. General. Currently. minority and woman businesses and workers are under -represented on City of Tukwila construction projects. The Construction Manager acknowledges that the Owner has specific goals to promote and ensure equality for employees and women and minority owned businesses in the construction of the Project. Construction Manager must perform affirmative, good faith, and meaningful efforts for outreach and subcontract participation of Disadvantaged Business Enterprises. as that term is defined in RCW 39.10.210 ("DBEs"). No minimum level of OBE 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. § 3.1 r.FInformation Reauired of the Owner The Owner shall provide information with reasonable promptness. regarding requirements for and limitations on the Project. 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-' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 20 reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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) c Q 7 n« n tk- rak f l a r thc'onctr-ct:-:. M- •.. .. riti g tL at t?.� 1, :, .._" rr...,ia` . _»sc—i ?� _ v _d_.._e th.at tL,. Owner u_ rnaz c financial. »..» '•a-:ni:...,, .o fut.-fill tho '1 I xx/,...I. to II. -k2 k Txrr _. trA=tr :It a _ E,» ,J `.i TLv .:.. _. yLNII farni..1' prn-.^"-nt t.. -_-.-.v.--_.---,.ment t:»....t on of the IIT..rl- tL£ -4" III.,rI.._Cr_,-t,..7 ..L -Il .. ,.t .»..to «:..I I., .,..«.. ,.....1- rr-._„..:..I noticz to, tl _._a: --r 11.r..r.agnr and n _ch:t._,.a C ) 1 Z mL,. /l.. rl.RP h lt id -1: rC. :L3 (-oat3rtho Wert: » n- fz 1 4.1.1, (2) th_ Qw c.r s, C+ l?�i ..3t,. _t! _z:..,.,...;.kl: ,.: ,. \-. (3) . „a=tr _-cam .3?w.3'..,a??:ft?—c-co3`.3.Ift cO-.'. ..r$.. .r_» -`l i c t?:'�.:ner xlr,.rl. tl.c O-.'.'..�« V :!! notify t[ : Con sn Manager an.' n rch:t,.ot Th , n:v :er an' the A 7:±f ....., t --t, -- -..:It^✓ t`,.» .. ± Lc, ..... »�!.....'_`.?»..»-_..-l. :... �?.»....,_ Pr.,,__. ., .,_.... »»,1 t_ 3.'..1 . `... -..aa� J .. _.. .. n?.µ, tL- n.. . . L. II f»....;L t?.'. f:Et: ing nforniat:cn .s_rvic_c .vzt? .Cas�;:iabl•_ . Thz. O...._r s?.µ11 µl�V furnish any ctht.. .. ... ..a ... z 1,_ ..Y. . * s ., a .� .z n` ....:tion or s,....\,..., » do t?.. O ..._. c c.,ntro? r- :d :e?cvant t.. thz Co.....i ct on -Fla.:gc .. Y==forma:Ic_ of th_ ±2 Ccft:tr:::.t::, ::�.'�». ”` .. _.. r_"' _zt fcr s:.ch .nr:r :t_cr or ..,... ... ...».,.,..».,. r..,..r .._.,., ».._.. ^-' • -na -- »� x.12.. ._t• ... ,... ...-.._ .,1 ..L.. ..1 -_sJ --1--, nZ: _I te:t7„ te;t: _or »__ »n _l �:� ?I Ntic u for materials. '!-�,A.•2 Tho !l. ._:• y1.=Fll r.r._f•l: o»... J., �'.."..ia l'?.j .f-'.4`c?---'^`tfi`-''t-`:, Ie;a !imitation:: ant! , t:l:t I. calk.' r. _ th_ :.e. I.. .J:..... r.» ra ,...,. . dat.. -x:th r `• _t to _:: ti ... L_ i1,7: T other _ n" t _ ,,. _, .,_»..... , .... ..�._...., _.. __ »rJ data ,,.LI ter_ b nas _:nir ............. ».. .. .. , and .nr:..._»v...,.. concerning ai1µklc » ......, arui ?..._ , 4 aL .Ll' a n,l » _ . ». :Loy., and Lvly ,. :,1,. na a ..� i s... .i ,. » r «:.gra"o, • L . L 3.'..'1.3 Th = /l.vv .__ , ?.cz...»'..... _......... `._. .._._.Lt l_ ----- zt h.r. ' .."p: : .... mL„ "—nor :ha!!».-al•scfurnish any cthor information or . _rvi _ - LI- a ftcr tL„ IIn---- .7 The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative Desienated 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 uixt cr'.zca c ntati': 3.Desianated 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 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) 281 282 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, un 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 -. ithi ) ::_ nt : of the date of this Agreement, by the end of the months stated in Section 2.1.1, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 4.1.4 Compensation based on Direct Pcrsonncl Exponsc 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 a 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 lone 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 prcc .ctatier c` the Cc ::1r:zctic:: Manager' -s ir:v ice. Amount unpaid ( day: after `_hee invnioea, y_ All N= r in er ct at thc ratc entered bcl , Cr in the al'scn_e thc"cof at the lcga rate prevailing fr rn time to time at the prmc:Yal p!a__ .. (J; err:•atcof a % thirty (301 days after presentation of the Construction Manager's invoice, subject to Owner's right to 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 Ccatrac: a c c '. a`r _' 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. °'ato porcotr ago of C st f the ,rEe4•1.7 or o`he:-r drk: otic ng the c817:741.6fetti ". Fee,- (Stated as a percentage of Cost of the Work) Additions and Deletions Report for AIA Document Al 33n, —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 disrbution 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) § 5.1.2 The ......t1 -cd, of,.,j :.tment of the » a .. a: » » rec `-_ t1-.: ttr_r1::Specifted General Conditions: § 5.1.3 z.t = •ra.._1 ..C»�_ont ae.... o, _"r'_, Hz� Y- ra ry :uiiuiiur� , i. u . • Worlc:The Negotiated Support Services: PAGE 21 r raL m., -.-.l ., r _ n ., 4• A,f ,] ,. ,...:. »a ..L..11 .. .1 ......,, ..a / O/\ rtHe ,. ..J..-..1 - § 5.1.4 `C,4tLtt t.4.�.. 1Vd-C ti.h.tttt '.ttYt4.Att44 ..i J1.f:C r.� :t::.G:, ..1:... . c:;Cee:.! 1 . 2.. ..,j'3 ».. ». rate paid at the p' --C2 o. `.h_ Proj—t.-".11ocation of Prosect 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, :r . .,r U Ltu J, t%.. , t. si,y (r c, �l 1_,. .. 1_.. :... r..__a �a; a..._.. ..1 ;,,1 .1 tL✓e'ii any uric 7ifit3 etc «iii. pr i.:, , Stmr in iii z3ic:.y ..,..ti. r..�,..., , ,.,,, ....:..."i..., ..... r r..-» .� item I 1.. u.......1 I :...:L..4:....n D.:......... 11..:4 Mtn Afl\ § 5.2 ^-as-c::tt_c2.' . :naa P4G_Maximum Allowable Construction Cost § 5.2.1 The Construction Manager guarantees that the Contract Sum; aU :ot ex;e u t: _ Guarantecd.1`.'faxin= Price Cost of the Work for the Construction Phase and Negotiated Support Services shall not collectively exceed the Maximum Allowable Construction Cost set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work _ _a `' e' �: ' n_:,.., and Negotiated Support Services collectively exceed the Maximum Allowable Construction Cost. the Construction Manager shall bear such costs in excess of the Guard ntez ' `. ` ::: " _'._e Maximum Allowable Construction Cost without reimbursement or additional compensation from the Owner. § 5.2.2 The C=7.;. =weoi ".` t: Pricc 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 `=para t.:_'' 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), th-calculations of "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201-2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201-2007 shall have tho _ - ~as ac:f;a_z' to< :::Y ATA Tlf.,...._.,,.n} A ^1l11 '1 /1/l'] ..»,l ,.L..,,, .. L. ».....J:A...l 1.`. Sect;,.ns. c 1 and c 11 Section:, c 1 .L..:..:;;L c 7 a c_,..ai f.... :J.:_».:._:... .l.:.: u.t�:„ .-V,. d-.. S:Y:I....Y,C.., .. Sections .... »..» .;..., J__..l°.... 0.> .... ...�C-- _.. , U,, ..-.�b.UU L .O ..2L:.. .A.a---e-_»a .A J.1;...a..__t......Lt..a»_a.4tL.c Lttsr.. ax.J: ?:U. .L bo c cu!at. •7 : -.,..» .... :al. the ` rth000 ..,L......ar"oa, be consistent with Section 7.5 of A201- --- �--�z_»._.-`- --- »_�...�»....t „..., apt, �_....0 ;......,.,., .... _. 2007. § 5.3.4 In calculating adjustments to the C::a a ntccw'.`.1`w:::u:n Poi;e, MACC, the terms "cost" and "costs" as used in the above -referenced provisions of AIA Document A201-2007 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean,the Cot.;tr ucti3r,anag`er'e Sect...wt 5-,,1 of this Agreement.be consistent with Section 7.5 of A201-2007. 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 ALAI" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 23 reproduction or distribution of this AIA', Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the 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) 283 284 C R C rF a C1'1F_.. .. r aL .. r T .r c 1. ..F Chang J • t._._'»o±, the _. _._._. c fchemD." .. 3t. L., tL._ aggregate, that c"tii�.2.,....:V.! J:...... �.........G... T,1 " Fik.. L..11 L.. q a..Ll....,7:..... .,J ,. aL .. -_ L.. aL.;a . ,..L a LI:,.L r,.. tl - - CS. x.2..:2: LCC «. :'-. .- a.. f._ .. «. v .t.........J .: .:..eC... ._.. .......»...., ,; »..IJ :..«. ...I.. »....» CV-....t2)l2:,_f _._- 1 -- 1i,. .Y!_ _:..D....... .. .,..., § 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. S 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 Snecified General Conditions or the Negotiated Support Services, even if set forth in Sections 6.1 through 6.7. PAGE 22 § 6.2.2 V.T.aaa3" f ul" :"" Oral" C,.«..tr..c. c /rF:a : «,2...1 ,L.-.. aL ,. ,.1,...: ,... ,.C" .- .. I :_, ,..I a aL .. /�,.... ,.a......a:..« T.r,.«....,...'.. «..:«,.:«..1 .. `1. ..... :rtti.:i...,.. ....... ....0 ./Q .., cz. 0..-1[t..G.,... ......«. L. G._..�raa�. R»e:.;:i-L.."Le-_R.CY�.. _..a.. u_u....a D ., ••• :« 1 1 G ,L... « I a.. L.. a:.»" ...•11 L." ..L..,...-..4 a,.. the riT....1.4[Intentionally Omitted.[ § 6.2.3 ''.rage" 'i salaries of C "a•_« Te «,._.:"3_. �.__:._:_a .. ..bG� .. .. Uf :.[2C ...711J L. L.t.ih7 ci .e lice vi.-..{'� ot:l�.,. ..�..: j or 1:t1.,1.1i1Jtt .t..ilc 1_. F.... aL r 1 [.t... :_ , r _ aL,. err [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 c i n: 6.2.1 throlzgh f.22.Section 6.2.1. PAGE 23 § 6.6.11 .�.1:. «... �. t'.:w thf /'� c,.ir rO aL ,... F..II .__ _1 _ ..F aL ,. .. ,.µ L. .L,. r- .L......'..t.tl..G ..t•. LJscit J... . J.. s.... a......,.. _ . _... ... j:»...«: »..... «..... ..- ..... -., ....»Dl' ._..i».... ..J . .. ...... c.... `h. :.r's «__v.—a .11ntentionally Omitted.[ .�J., «....... . ...... 1..0_ ur. § 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:;. ra :teed Price. MACC. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. PAGE 24 .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Price MACC to be exceeded; and Additions and Deletions Report for AIA Document Al331M - 2009 (formerly A121", CMc - 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This Ali -1," Document is protected by'J.S. Copyright Law and International Treaties. Unauthorized 24 reproduction or distribution of this Al/VT' Document, or any portion of it, may result in severe 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) § 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 auditors. accountants. Owner's Designated Representative. or other internal staff shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three (3) years after final payment, or for such longer period as may be required by law -law, and Owner may demand access to the records during this period of time. Construction Manager shall ensure that Owner's rights under this section are a condition of any Subcontract. agreement or other arrangement under which any person or entity is permitted to perform work in connection with or related to the Work. 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 fellows: -month. § 7.1.3 Provided that an Application for Payment is roccivcd by t o :".r.:1; tect not later than the do; ofo o s ho complete. accurate, and contains the reauired accompanying documentation, the Owner shall make payment of the y certified amount to the Construction Manager ' ` - `` ' ' 0f`L_ `. LC A __':_=`' r n h.,caivc.2. altar the a Jizc.;t.ton agate fixe i abov2, Y ;hail .yt .cat ; i be ma.z'.CYby tie V'kR _e€_ . t. !ate: tt; R0 \ .J,... �F ,... Fl. ,. Architect \ p Iicat:cr., 4.... s e..♦ Certificate for Payment or such other time as may be required by applicable law. )within thirty (30) days of the § 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 Guaranteed xsoxia,urn Price Total Contract Cost (TCC) among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for 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 AlA5 Document is protected by 1_3.S. Copyright Law and International Treaties. Unauthorized 25 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) 285 286 Payment by (b) the share of the G- antoca qµ ;i wn mice MACC allocated to that portion of the Work in the schedule of values. .1 Take that portion of the Guarantee. -2. `_ Price MACC properly allocable to completed Work during the period covered by the Application for Payment as determined by multiplying the percentage of completion of each portion of the Work during that period by the share of the G::aranteed Maximum 4 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, less. retaina- c 3f percent{ %). Fee. The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the ' cs... ratio to that Exad eURI fee as. the C st of the Wo.!. Scar to a rc as.o able Usti a:ate of the r3bab c Cost of the Work .:pon-ft: _cmpletio 5.1.1; .4 Subtract retainage of perccnt ( fr.orn that portion of :"e \5re:.4. that the C3nstra_ti nMa::ab=r performs;five percent (5 %) from the sum of Subsections .1 through .3 above; .5 Subtract the aggregate of pre ctas payments. made by the Owner; .6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and 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. 's.. 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 Chanter 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. [ 1 Bond in lieu of retainage. F 1 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 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. WAPNING: This AIAC Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 26 reproduction or distribution of this .AiA' Docurnent, 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) 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- - '-i`c-`. by the Arehitect;, .4 the Construction Manager has submitted all required close-out documents. including without limitation warranties. Operation & Maintenance manuals. as -built documents. and such documents have been approved by the Architect: .5 a Consent of Surety for release of retainage; .6 Owner receives required governmental approvals for release retainage: Certificate of Payment of State Excise Taxes by Public Works Contractor from the State Department of Revenue. Certificate of Payment of Contributions Penalties and Interest on Public Works Contract from the Employment Securities Department. and Certificates approved by all other departments and agencies having jurisdiction over the activities of the Construction Manager, as appropriate for the Work performed: The Owner's final payatent to the C.3r:stractio : Manager ±a!! bo lator 34daysafter the issuance of the Architect's final Certificate for Pay:mtent, or az. folcwc:.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 accent 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 O'•: n cr'c :::a_tore report to be oubetantfattet Owner determines is ' substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the 0,7:nor':: auditors, report, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's or Owner's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007. The Architect is not responsible for verifying the accuracy of the CoactrUc..c. .".'.»: bc. fin -1 § 7.2.4 If, subsequent to final _ w _ ! ': Coot action . ,c. '.. 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 t c rrect defective r n ncoriforrning Work, 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 and the Construction Manager's Foe applica'b:_ thereto on the 'on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed nteed ".1.:::ia c :: Price. 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 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 27 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 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) 287 288 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 T 1 of AL", L__., n 201 2007, Construction Manager shall provide bonds as set forth in Article 11 of .,�»:r.c _t .._�� _�,,, . (State vvui«a i:ycair.mc?t,ifany, 1d. of liability f,.:rSfraic.required .n.r`tcic 11 of n Inz Dcci».c» t 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 Manaeer's Fixed Fee and are not separately reimbursable. If the Owner requires that the Construction Manaeer procure the builder's risk insurance, it will be as a Neeotiated Support Service. PAGE 28 Limit of t.iab?lits or Bor. !mount (0.00) § 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: [ ?L] Litigation in a court of competent jurisdiction in Kins County. Washineton. Initial Decision Maker - To be determined. § 10.1 C m Allowable Construction Cost P eTermination 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 compensatcn ret forth in Section 4-1-Preconstruction Services NTE Limit (or. if not established. then the Preconstruction Services Allowance) multiplied by the percentage of the total Preconstruction Services actually performed. .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Ccnotr...cti tt Manager's Fe., is stater! o., fir „»,.. in that that f.. a = For,' as the 'cot oft) c Work at the „f to—'nation boars to a reasznablo ectitoat: 6€ the probable Cost of the Wort_ opoa is ccmp eti: , and PAGE 29 § 10.2 11. TTrrrc:"wtirn Subs€gt ent t. _- Allowance Construction Cost Termination Subsequent to Establishing Maximum Additions and Deletions Report for AIA Document Al 33'm — 2009 (formerly Al 21 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 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) § 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 •.,, 11 ,f .. ,.1'tL .. n,.,.a ..4 L.-. UT ...!. f r II/,...1...,.a ,. ..11.... t.:».,tet:»va_ ..,,_.t.��_c .._ t..� _..�.,>. L_ _»� :, ...»-..,. :..,......,, »,..»»..� above. The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. In such case, the »t,.,.,, A _.: _..w MACC and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-2007, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. § 11.1 Terms in this Agreement shall have the same meaning as those in A201 2007.A201-2007. except where otherwise stated herein. The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement.wzit .L.cr thz _3_ t. _ ihi,s 3a.cc...c.e . 'tL....t tL,....ritten ,.,.«..-«t of the cl ,-- ....,.,._.t tL... tL ., '..-._.._ :........ ......:,_„ tL:,. A .. 1..«-1 ......... .: ,J :.. ,_ tL- ri__:-_t i f:ho -----r ,. ,...,.,.., t,. .L,. /1...»�_�,...:»Lt,. ...._a .Uj............ ... .... .,., ... ..U.,... :[�.. 'J..._.. .r .ra .S ........ ., ...a.._. _. »� ......C_ _>._...>a=C_...... _. 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. S 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 reauired to complete the installation. 5 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. 5 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. 5 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. 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 AIA® Document is protected by U.B. Copyright Law and International Treaties. Unauthorized 29 reproduction or distribution of this AiAx Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent 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) 289 290 5 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. 5 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. 5 11.5.8 Executory Agreement. This Agreement will not be considered valid until signed by both parties. 6 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. 5 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. 6 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. S 11.5.12 Captions. The titles of sections are for convenience only and do not define or limit the contents. 5 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. 511.5.14 No Waiver. No waiver of full performance by either party shall be construed. or operate. as a waiver of any subseauent 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 A 133-2009, 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 geost-metionConstruction, as modified by the parties .5 Other documents: (List cthor dour rents, if;m , part .^_g:-_:::c:.t. documents identified as Contract documents in this Agreement or the A201-2007.: 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 AIAC 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) Certification of Document's Authenticity AIA® Document 0401 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 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) 1 291 292 Init. AtAIA Document A201TM - 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. ALA Document A201TM - 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 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) 293 Init. 294 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, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 AIA Document A201 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 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) 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 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: 3 (3B9ADA2B) 295 Init. 296 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 3.3.2,3.18,53.1,6.13,6.2,9.5.1, 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, 1951 Institute of Architects. All rights reserved. WARNING: This AIA. ° Document is reproduction or distribution of this AIA' Document, or any portion of it, may maximum extent possible under the law. This document was produced by AIA expires on 08/30/2018, and is not for resale. User Notes: , 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American protected by U.S. Copyright Law and International Treaties. Unauthorized resuit in severe civil and criminal penalties, and will be prosecuted to the software at 17:59:51 on 02/26/2018 under Order No_ 3600792784 which (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 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 3.1.3,33.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, 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, 4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,93.3,9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13.1, 4.1,1, 9.6.4, 9.9.1, 10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13,5.1, 13.5.2, 13.6.1, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 13.7, 15.4.1.1 Limitations of Liability 2.3.1, 3.2.2, 3.5, 3.12.10, 3.17, 3.18.1, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4,9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 Limitations of Time 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 AIA Document A201 " — 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 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 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. User Notes: 5 (3B9ADA2B) 297 Init. 298 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, 1.1.2,3.11,4.1.2,4.2.1,5.23,7,8.3.1,9.7, 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, 14.2.3, 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 r=_oroduction 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. 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 33.2,3.18,4.2.3,53.1,6.1.3,6.2,6.3,9.5.1, 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 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: 7 (3B9ADA2B) 299 Init. 300 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3.7 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor. Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Termination by the Contractor 14.1, 15.1.6 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 12.2, 13.5, 13.7, 14, 15.1.2, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 9.10.5, 13,4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14,2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3.7 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2,12 Written Notice 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14, 15.4.1 Written Orders AIA Document A201T" — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized raproduction 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) 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 Init. 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 9 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) 301 Init. 302 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 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. 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 .AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 11 reproduction or distribution of this AIA? Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible 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) 303 Init. 304 § 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 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 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. § 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 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 Init. 306 § 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 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. § 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 AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 15 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) 307 § 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 Init. AIA Document A201 TM — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AMA' 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. 308 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) 309 Init. 310 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 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 18 reproduction or distribution of this AIAn 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) 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", — 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 9 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) 311 Init. 312 § 3.18 INDEMNIFICATION § 3.18.1 The Contractor shall defend, indemnify and hold the Owner, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Owner. § 3.18.2 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Owner, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. The provisions of this section shall survive the expiration or termination of this Agreement. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.1.4 When the Contract Documents require the Architect to act within a reasonable time it is understood and agreed that such action shall be within two (2) weeks. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until final payment is due and from time to time during the warranty period for correction of Work as set forth in Section 12.2. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect's on-site inspections to check the quality or quantity of the Work shall be conducted as required by the Contract Documents, the Owner - Architect Agreement and as required by the applicable professional standard of care and judgment. The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent Construction Schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. AIA Document A201 TM - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This .AIAc 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. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. AIA Document A201 TM — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This ALA", Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 21 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) 313 Init. 314 § 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 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. benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days pursuant to Section 14.2, the Subcontractor's compensation shall be equitably adjusted for increases in direct cost resulting from the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract that accrue subsequent to the Owner's conditional assignment pursuant to this Section 5.4. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site. § 6.1.2 The Contractor shall provide construction management required to interface and integrate the work of the Owner's Consultant/Contractors performing construction work on the Project with the Work of the Contractor and its subcontractors. The Contractor shall ensure that all such Owner Project Consultant/Contractors cooperate with the Contractor's Project safety programs, Project Schedule and Project work rules as required for the efficient completion of the Work. The Contractor shall assist the Owner to develop the terms and conditions for agreements with Owner's separate Project Consultant/Contractors in this regard and the Owner shall incorporate reasonable terms in its agreements with the Owner's Consultant/Contractors to facilitate the Contractor's construction management role. Those Owner's Consultant/Contractors performing construction work as Project Contractors shall be required to endorse their insurance coverage's to name the Contractor as an additional named insured for their commercial general liability insurance coverage. This requirement shall include the Owner's Consultant/Contractor retained to remove and or abate Asbestos and other Hazardous Materials. The Contractor is not responsible for the work of the Asbestos and Hazardous Materials removal Project Contractor. § 6.1.3 The Contractor shall be responsible for all Owner pre -purchased items as if the Contractor were the original purchaser where such items have been identified n the Contract Documents. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. AIA Document A201 TM - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 23 reproduction or distribution of this 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) 315 Init. 316 § 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 24 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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. § 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 Institute of Architects. All rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright taw and International Treaties. Unauthorized 25 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 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) 317 Init. 318 § 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 AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 26 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:59.51 on 02/26/2018 under Order No. 3600792784 which expires on 08/30/2018, and is not for resale. (3B9ADA2B) User Notes: 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 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 AlA® 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 penaities, 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) 319 § 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'm — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 28 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the i 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. 320 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 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) 321 Init. 322 § 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 art 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 AIAC 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. Thls 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. 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 AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproduction or distribution of this AI.A° Document, or any portion of it, may result in severe 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) 323 § 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. 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 AlA software at 17:59:51 on 02/26/2018 under Order No, 3600792784 which expires on 08/30/2018, and is not for resale. 324 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 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 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 protested by U.S. Copyright Law and International Treaties. Unauthorized 33 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 17'59:51 on 02/26/2018 under Order Na 3600792784 which expires on 08/30/2018, and is not for resale, User Notes: (3B9ADA2B) 325 Init. 326 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 AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 34 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 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 AIA- Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 35 reproduction or distribution of this AiA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible 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) 327 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 Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 3n 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 328 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 U.S. Copyright Law and International Treaties. Unauthorized 37 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible 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) 329 Init. 330 § 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 .AlA . Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 38 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. § 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 Alk® Document, or any portion of it, may result in severe 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) 331 Init. 332 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 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) 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 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) 333 Init. 334 .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, may result in severe 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" — 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 AIAn 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 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) 335 .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 Init. Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 44 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 t 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. 336 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 wilt 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) 337 Init. 338 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 AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 46 reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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 YM — 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 47 reproduction or distribution of this .AI.A' Document, or any portion of it, may result in severe 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) 339 Init. 340 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. WARNING: This AlA® 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 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) 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 2472.4.1,11.3.1.1,12.2.1,13.5.2,13.5.3,14.2.4 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 .AlA5 Document is protected by U.S. Copyright Law and 1 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. (3B9ADA2B) User Notes: 341 342 PAGE 3 9.7,11.3.9,11.3.10,13.1,13.1.1,15.2.5,15.2.6.1,15.3.1,15.3.2,15.4.1 1.1.1,2.1,3.9.2, 3.7.1,3.8.2.3,3.11,2.4.1.3.4.2.3.7.4,3.8.2.13.11.1,3.12.8,4.2.8,5.2.3,7.1.2,7.1.3,7.2,73.2, 7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15.1.3 3.2.4, 3.7.1, 6.1.1, 3.7.46.1.1. 8.3.2, 10.3.2, 15.1.5 -1-6-1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 PAGE 4 3.3.2,3.18,5.3,5.3.1,6.1.3,6.2,9.5.1, 10.2.8 2.1, 2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 3.14, 6.2.5 3.14.2,9.9.1,10.2.1.2,10.2.5,10.1,10.4.1,11.3.1,12.2.4 2.3, 2.4 2.3.1,2.4.1,3.5,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2,9.9.3,9.10.4, 12.2.1 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.1, 10.4.1, 14.3.2, 15.1.5, 15.2,5 PAGE 5 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.13.1,3.15.1,4.2.6,4.2.7,5.2.1,6.2,1,7.3.7,93.2,9.3.3,9.5.1.3, 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 A201Tm — 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) 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, 13.1, 13.1, 13.5.1, 13.5.2, 13.6, 13.1.1, 13.4. 13.5.1. 13.5.2. 13.6.1. 14, 15.2.8, 15.4 2.}-2.3.1,3.2.2,3.5,3.12.10,3.17,3.18.1,4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.1,9.6.7,9.6.4.9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7,5.2,5.3,5.3.1,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 PAGE 6 1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 2.33,2.11,2.3.1.2.4.1,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, 12.2.1 2.2.1, 2.3, 2.1, 2.3.1. 2.4.1„ 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, 9.7, 9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 2.3, 2.1 2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14, 15.2.8, 15.4.1 1.5,2.1.1,2.3,2.4,2.3.1,2.4.1,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2,4.13,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,63, 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, 3.11, 3.17,'1.2.12, 5.33.11.1. 3.17. 4.2.12. 5.3.1 4.2.1,4.2.9,9.8.2,9.10,11.1.2,11.1.3,11.4.1,12.3,12.3.1,13.7,14.2.4,14.4.3 PAGE 7 3.3.2, 3.18, 4.2.3, 5.3, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 Additions and Deletions Report for MA 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 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) 343 344 3.3.1,4.2.2,4.2.7,5.3,5.3.1,10.1,10.2,10.4 PAGE 8 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.1.1, 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 ccaiot of :he ° gre=en 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), Drawings, Specifications, Addenda i:: led prior tc execution of the Contract, _t o_ a ' , ``•o approved Drawings and Specifications; approved Construction Schedule: approved y Subcontract Plan: Modifications issued after execution of this Contract: the RFP document and its addenda for selection of the Contractor issued by the Owner: and the Contractor's written response to the RFP, including the fee proposal and price for Specified General Conditions Work. The order of precedence of these Contract Documents is: a. The AIA Document A133-2009, Standard Form of Agreement and Modif caticns issued after emeetaien-Between Owner and Construction Manager as Constructor, as modified by the parties, with the Guaranteed Maximum Price Amendment and Modifications having precedence; b. Revised A201 General Conditions: c. Specifications; d. Drawings (large scale have precedence over small scaled and written dimensions have precedence over scaled dimensions): e. Construction Schedule: f. Subcontract Plan Additions and Deletions Report for AIA Document A201 TM — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAc 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 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) g. RFP Documents; h. Contractor's Proposal: of the Gentraef, 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. Un1os specifically : azi ierotcd in the Agreement, the C ntract Documents ,ac net t the a(17,cr-tis _,c t or : .: at;v to Inzt-ructienc to Bidders, sample form, other iflformaticn 1'y Trip .teen 3f re bids or prapesalz, the C3 rag Pr's bid or proposal, orportieas f Addenda -eating to Iz:-!::".i g-_c...,:remonts The Contract Documents form the Contract. which represents the entire and integrated agreement between the Parties and supersedes prior negotiations. representation or agreements. either written or oral. The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, except as set forth in Section 5.3 and Section 5.4 (3) between the Owner and the Architect or the Architect's consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.2.1 THE CONTRACTOR The term "Contractor" means the "Construction Manager." as identified and used in the Agreement, the modified AIA Document A133-2009. PAGE 11 The Work will be done in phases, by Fire Station: Fire Station 51. Fire Station 52. and Fire Station 54 (each, a "Fire Station"). Each Fire Station will have Preconstruction and Construction Phases. It is expected Fire Station 51 will commence first. with Fire Stations 52 and 54 occurring later and concurrently with each other. Each Fire Station under this Contract will be separately administered by the Owner from the other Fire Stations. The Contractor shall achieve Substantial Completion and Final Completion as to each Fire Station pursuant to the terms of the Contract. The Architect will as to each Fire Station issue a Certificate of Substantial Completion and a Certificate of Final Completion pursuant to the terms of the Contract and applicable law. The Owner will for each Fire Station issue a Notice of Acceptance following Final Completion and will issue a statutory notice to the Washington Department of Revenue of the Final Completion pursuant to the terms of the Contract and applicable law. Claims by Owner or Contractor shall conform to the time frames established by the Contract for each Fire Additions and Deletions Report for AIA Document A201 " — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and 5 International Treaties. Unauthorized reproduction or distribution of this .AIA- Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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) 345 346 Station. An individual Maximum Allowable Construction Cost ("MACC") will be established for each Fire Station; but a fixed Fee and fixed amount for Specified General Conditions will be established at the time of Contract execution. §. 1.1.9 KNOWLEDGE The terms "knowledge." "recognize." and "discover," their respective derivatives and similar terms in the Contract Documents as used in reference to the Contractor. shall be interpreted to mean that which the Contractor knows (or should know). recognizes (or should recognize) and discovers (or should discover) in exercising the care, skill and diligence required by the Contract Documents. Analogously. the expression "reasonably inferable" and similar terms in the Contract Documents shall be interpreted to mean reasonably inferable by a contractor familiar with the Project and exercising the care, skill and diligence required of the Contractor by the Contract Documents. § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. -In the event of inconsistencies within or between parts of the Contract Documents or between the Contract Documents and applicable standards, codes and ordinances. the Contractor shall (i) provide the better quality or greater quantity of Work or (ii) comply with the more stringent requirement; either or both in accordance with the Architect's interpretation. The terms of this section shall not relieve the Contractor from obligations set forth in Sections 3.2 and 3.7. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. Upon Owner's request. the Contractor shall provide certifications or other acceptable substantiation that applicable industry specifications and standards have been satisfied and that any substitution of specified products shall occur only upon prior consent of the Owner. PAGE 12 ARTICLE 2 OWNER § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization, Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. Additions and Deletions Report for AIA Document A201 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 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) § 2.1.2 The Owner shall furnish to the e....» .::., : f f cc.. days aft:. receipt of a written rogue, -A, informatien neeezary end:clevant for the Contractor to c.aluate, give notice of or enforce e haR-ic o lien rights. Such .::ffrmation shall iaclu:le a correct .,tato----- - of the roe rd legal title to the prcperty on which the Project is located, usuall3y referred to ao the sit:, and the Ow.ncc's interest therein. representative. who at the commencement of the Project shall be Ethan Bernau. of Shiels. Obletz. Johnsen. Inc. § 2.2.1 Prior_ - - -tea'- of the Work the Contractor ---a3' = te t i ; r:`ung that the Owner provids ,,., . . Contract. Thcrcafc , the Co .f=acto= nay only .equc.,, such cv ideffe ...`(1) the Owner fails to mak; payment tc the Contactor as the Con`raet Documents require; (2) a change in the :nat Tally change: tl"f Contract Sutr,; or (3) the Contractor idcztifico in writing a rc»senable c ncerr..,bardtng the Owner's ability to mal: I-17 cr. duc. The Owner ohall furnish such evidence »., » condition precedent to commc.._cmcat or aailtio ratien of -the Work or the portion of the Work affected h a mat ai c h . Afterfu nishe: thec id:mo the , t „y er:..0 ,�.;i�e : � the Iv - =z' -.Ca , -J :'[:?c- si.atl rc�9 materially vary ouch financial arrangements o. ithoat prier notice to the Contractor. FIntentionally Omitted] PAGE 13 § 2.5 EXTENT OF OWNER CONTROL In no event shall the Owner have control over. charge of. or any responsibility for construction means. methods. techniaues. 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 stfsh-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" mean:, the Contractor or includes the Contractor and the Contractor's authorized representative. § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has the requisite 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 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 Proiect site and surrounding areas: (ii) generally prevailing climatic conditions: (iii) anticipated labor supply and costs: (iv) availability and cost of materials. tools and equipment and (v) other similar issues. The Owner assumes no responsibility or liability for the physical condition or safety of the Project site or any improvements located on the Project site. Except as set forth in Section 10.3. the Contractor shall be solely responsible for providing a safe place for the performance of the Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Section 3.2.1. PAGE 14 Additions and Deletions Report for AIA Document A201" - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and 7 International Treaties. Unauthorized reproduction or distribution of this 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) 347 348 § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless 3thz.\visc specifically p_3vided in the Contract Documents. recognizing that the Contractor has performed Pre -construction services with the Architect and shall use such performance to inform its review under this section. The Contractor shall further satisfy itself as to the accuracy of all grades. elevations, dimensions and locations. In all cases of interconnection of its Work with existing or other work, Contractor shall verify at the site all dimensions relating to such existing or other work. Any failure of the Contractor to carry out the obligations of this section which result in errors shall be promptly rectified by the Contractor at no cost to the Owner. § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, ones; the CcRtraCt Dco=:_t.. T: _ _ u f n-srr:,-g tHc: f _ .., a.-; _ .,t_.3s epee_:_ :ast:a�f_ene c•3.._ a -___..z _mwt_e_c. Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect.If the Contractor is than instructed to proceed with the required : ca::;, mcthod , techniques, sequences r procedures ;vithc t acceptance of changes pr3p sed by the C ntractor, the Owner shall b3 so?e'.y :ecpensib?e fenny :c -ar damage arising soicls fr m those Owner r-equire*dd means, mcthcds, sequences or procedures. PAGE 15 § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. The Contractor shall employ labor capable of working harmoniously_ and shall use best efforts to minimize the likelihood of any strike, work stoppage or other labor disturbance. The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements 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 right to enforce such warranties during the warranty period following the date of Substantial Completion as set forth in Section 12.2. Additions and Deletions Report for AIA Document 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 be prosecuted to the maximum axtent 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) § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit a; .. c!! as for other permits, f cs, !ice. coo, and -inspection: by government agencies. all permits. fees, licenses and inspections necessary for proper execution and completion of the Work that a:: :o:ton :arily ___,.__., aft:: execution of the C ntract and legally require at the time bid: arc r___. •:d o. _.:bot_at_ors con c1u 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 Proiect. The Contractor shall obtain and pay for all approvals that may be necessary for the performance of the Work. such as street closures and other similar matters. § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall notice to -the Ov. v . and the Are"--t''cfone condition: are di•turbed. and in _ . cat !at:rlhan 21 day: after fi.t oh:ervance of the _,.d.cn.,• The `A-rehitcct ':: ill pron_pt!y invest gate such conditions and, if the Architect determine: that they differ materially and -R an inercasc er-decrea: c in the Contractor': oost of, or time required for, performance of any part of the Work, ll":!! recommend ?n equitah!s •4•a .. ..a .1 t . a al. ere not i —atcria !y dif` ext f:or: those indicated in the and ' in the t_....,, o f th„ ..� � .. �. �. Contract Dvciiri�i.:it.. tzc`e•r::'? change.... - ..., Contract if cd the A hi ...1 t1 notify O and - -tat: the If .s,:..,.. ., _ . :c iter. shall Yr�s=.,��.y ..., _, t!i:, :.:icrC�ri�.._�_..., writing, � -==b - reasons. _• 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 :ha!! notify the Own:_ and Architect. Upon receipt of such notice, the O'. nc.:ha!! poompt!J take any aeticn necessary to .obtain go.'crnmen ta! authorization required to resume ,ha!! continue with all other operations that do not affect those -remains or features. Requests for adjustment: in the aric.ng from t'•.: Cxisteneee-ef a eh mai : or features may 4c made as provided in Article 15.comply with the notice. and (if applicable) protest. provisions of Section 15.1.5. PAGE 16 .3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. Order before procurement or performance of the allowance work. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. -As provided in the Agreement, Contractor's superintendent and project manager shall be identified in the Guaranteed Maximum Price Amendment. Contractor shall not substitute the superintendent or project manager without the consent of the Owner for such substitution as provided in the Agreement. Additions and Deletions Report for AIA Document A201" — 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 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) 349 350 § 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 " cr'.:. Tie 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 ccnctructi.,r. schedule, Construction Schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. PAGE 17 § 3.10.4 The Construction Schedule shall be in a detailed precedence -style critical path management ("CPM") or primavera-type format satisfactory to the Owner and the Architect that shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work: (ii) identify each phase of construction and occupancy: and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents (hereinafter referred to as "Milestone Dates"). Upon review and acceptance by the Owner and the Architect of the Milestone Dates. the Construction Schedule shall be deemed part of the Contract Documents and attached to the Guaranteed Maximum Price Amendment. If not accepted, the Construction Schedule shall be promptly revised by the Contractor in accordance with the recommendations of the Owner and the Architect and resubmitted for acceptance. The Contractor shall monitor the progress of the Work for conformance with the requirements of the construction schedule and shall promptly advise the Owner of any delays or potential delays. The accepted construction schedule shall be updated to reflect actual conditions as set forth in Section 3.10.1 or if requested by either the Owner or the Architect. In the event any progress report indicates any delays, the Contractor shall propose an affirmative plan to correct the delay, including overtime and/or additional labor, if necessary. In no event shall any progress report constitute an adjustment in the Contract Time, any Milestone Date or the Contract Sum unless any such adjustment is agreed to by the Owner and authorized pursuant to Change Order. Float in the schedule belongs to the Project. § 3.10.5 In the event the Owner determines that the performance of the Work. as of a Milestone Date, has not progressed or reached the level of completion required by the Contract Documents, the Owner shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction. including without limitation. (i) working additional shifts or overtime. (ii) supplying additional manpower, equipment and facilities and (iii) other similar measures (hereinafter referred to collectively as "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The Owner's right to require Extraordinary Measures is solely for the purpose of ensuring the Contractor's compliance with the Construction Schedule. Additions and Deletions Report for AlA 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 A1.4° 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) .1 The Contractor shall not be entitled to an adiustment 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 durinu 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 (iil such rescheduling or postponement is reauired 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 profcasic: a13, provided the Owner and Architect hay: apecifed to the Contract r all professionals. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents, The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. PAGE 19 § 3.13.2 Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work. it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Project site from weather, theft, damage and all other adversity is solely the responsibility of the Contractor. The Contractor shall ensure that the Work, at all times, is performed in a manner that affords reasonable access, both vehicular and pedestrian, to the Additions and Deletions Report for AIA Document A201 TM — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and 11 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 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: (3B9ADA2B) 351 352 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 Nil the Work in the event of partial occupancy, as more specifically set forth in Section 9.9. Without prior approval of the Owner. the Contractor shall not permit any workers to use any existing facilities at the Project site. including without limitation, lavatories, toilets. entrances and parking areas other than those designated by the Owner. .1 Without limitation of any other provision of the Contract Documents. the Contractor shall use its best efforts to comply with all rules and regulation promulgated by the Owner in connection with the use and occupancy of the Project. The Contractor shall immediately notify the Owner in writing if during the performance of the Work the Contractor finds compliance of any portion of such rules and regulations to be impracticable. setting forth the problems and suggesting alternatives. The Owner. in its sole discretion. may adopt such suggestions or require compliance with existing rules and regulations. .2 The Contractor shall comply with all insurance requirements and collective bargaining agreements applicable to the Project. PAGE 20 § 3.18.1 T3 1:11:: f,i..ZSa. G:.tC . r'' _caJ L,-; __-;._ LL,„ C U i_ te shall in:.le--;-fy-arrcl ..Il Lr._,_s,c..the 0-,vner , _'_'c oit:et Archive -et': cc,.o: lta -Its anal ieaci' tC ane! 3,:.x,:3yeti., of any efth`a from an -2 against cl _._. damages, 1,. .. ,,..J .. _ :.. ..1.. J:. .. L.,.♦ .. ,.s 1.Y' ,.J af, ..u.. ,..' f... - :... .� ,.r ._... 1a'.. C_,...... ..,....F,....« «.... ..F sL_ ■ ork tr•VidedThe Contractor shall defend. indemnify and hold the Owner. its officers. officials. employees and volunteers harmless from any and all claims. injuries. damages. losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement. except for injuries and damages caused by the sole negligence of the Owner. that .,.... I. ; aim daaia;.c, :C.....,. C :r.....:_ is attrih';,.tab!3 to 'oz.:lily injury, sickness, disease o..cath, or to i jo:ry to or of tong bli_prof crty (cthe tI_N the WO± itself), but ally to the eatcot caused u y the negligent acts or omissions Uf the rU. tFact3=, z SubeeKatraetor, anyor,s dirie.tly . neli zetly e rtploycd Ly the... s. ahyona for —., :..L 1,. _JI _,. ,, F. .L -.aL .... ,.a ...._L ,.I... .. -- ,. ,. = »....a L.. ,. f:idl.'..".:::: :'..l L..i�.IaticJ.l.r'. 3.., obl_gati rr_ shall n.., .L1'. zonst....�u tC ntgat-, .1.+....aS, 3Y re uce other right: or ehligatio sof inJC_i:f.cty that oui.: ethe- isc ax-st as to a party or person deec=ihcd is this Section 3.18 .4 3.18.2 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then. in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Owner. its officers. officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that Additions and Deletions Report for AIA Document A201 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) § 3.1 .2 In:.•lai .., against any person r entity w this.1 Q1 of the Contract ��d�maifi:, under c,; lien 3 - by ancmp.o3-cz r a Subcoatractcr, anyone directly r indirectly employed by thorn o an5on_ for `.i- Lose act they may be Ii:bl2, the inden .nificat ;n cbliga_ on under Soction 3.15.1 shall r t e limit...limit...A by a limitation or. c Keit cr :yY of ~"~:ages, ccmpensat.cu o bonefito payablo by or for the Ccntractor or a St::::::_mtractor undcr v: crk«' _3:apeasatio _ acts, f-to.thc indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance. Title 51 RCW. solely for the .urposes 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 t':- .. . ... t o r 1 F =` "nµ' 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 Architoot will not be required t make exhaustive r continua= 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 co..struction ochoduls Construction Schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. PAGE 22 § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. site and whose procurement and contract shall comply with Ch. 39.10 RCW for GC/CM projects. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. Additions and Deletions Report for AIA Document A201" — 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 AIAc Document is protected by U S. Copyright Law and 13 International Treaties. Unauthorized reproduction or distribution of this AlA=' Document, Dr any portion of it, may result in severe 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) 353 354 § 5.2.1 Unless As provided by Ch. 39.10 RCW for GC/CM projects and unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14 -day period shall constitute notice of no reasonable objection. § 5.2.5 The Contractor shall comply with other subcontracting requirements in the Contract Documents, including without limitation Sections 2.3.3 and 2.6 of the Agreement. PAGE 23 By etc a,._..ow.cnt, v.rac -::hero'--=-a"y roguirod for validity, written subcontract agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the O.vrcr and Archacot. 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 days7days 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• p rtf s related te insurance and waiver of s:,t rcgaticn. If the tiettr-acter- claims that della, or additional cost is ::1y !ved because f such action by the Owner, the Contractor sl l i e -such Claim as pt vidcd in Article 15.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 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) § 6.1.2 When scYa.».e ecatroets are awarded for different pc.tienc f the Project r other cons`_: -_tion..,. operations on the site, the term `Contract r" .., the Ccntract Dee,......_..., in each ea:: :ha" mean the C.__..aete.::he execute:, separate Owner C ntraetor Agrcement.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 €.I. 4 The Owner chap Froye „ ...,t. H ',Vorh the Cont« ♦ r who :ha!! ..a,. with, ±ea Contractor shall pate .;tl. ...-_...L d�!(L.. the .r of ��-�..: z. E! 1.�__ ..., .. s..,.S» • ....f -., _..... t.•.. _... �_ , __ .' _.»._ them. The Contraetor »_..,a ..._ .< �a...._.Y»... .� tier ~ ~a the 07 e _ thconstrlictieneir ..1 _:Li The Con-trector s:a'l „ zl- any levizion, to the con,,tneet.on schedaie deei:ic:1 after ajoin.._.._.. ..: a ___»toal agreement. The eonstruetion ...L„ r t«..,.t_« .. .._,. „,.ant«aat_r r. .«,.nta re-.-i--".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 re uired 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 Proiect Consultant/Contractors in this regard and the Owner §6.1A "riles: other.. ice pre vides in the Contract D cun:'ntc, v he n the Owner perf .t,._ oonstr»et..,..... operation: related to the Project with the Owner's ow forces, the Owner shall be decried to !oe s. bject to the came ch'igagog.: an-' to have the same right: that apply to the Contractor under the C nditiens of the C mtreet, in_h:di- g, .: he:;t exch di ng others, those stated in Article 3, this Article 6 and .^,rt ie?e: 19, 11 and 12.shall incorporate reasonable terms in its agreements with the Owner's Consultant/Contractors to facilitate the Contractor's construction management role. Those Owner's Consultant/Contractors performing construction work as Project Contractors shall be required to endorse their insurance coverage's to name the Contractor as an additional named insured for their commercial general liability insurance coverage. This reauirement shall include the Owner's Consultant/Contractor retained to remove and or abate Asbestos and other Hazardous Materials. The Contractor is not responsible for the work of the Asbestos and Hazardous Materials removal Project Contractor. § 6.1.3 The Contractor shall be responsible for all Owner pre -purchased items as if the Contractor were the original purchaser where such items have been identified n the Contract Documents. PAGE 24 § 7.2.2 Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order. including without limitation. all direct and indirect costs and consequential damage associated with such change. including the cumulative impacts of that change with other changes. and any and all adjustments to the Contract Sum and Contract Time and Construction Schedule. PAGE 25 § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise Additions and Deletions Report for AIA Document A201" — 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 Trestles. Unauthorized reproduction or distribution of this Al.An Document, or any portion of it, may result in severe civil end 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) 355 356 provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the fiellowifigireasonable 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 rr= ::::m: fcr a!! Lands arri insurzncc, permit fees, and sales, use or similar taxes related to the Work; and To support the reasonableness of the costs attributable to a chance. Contractor shall provide supporting information and documentation reasonably requested by Owner. including without limitation. certified payrolls and invoices. PAGE 26 § 7.5 OVERHEAD. PROFIT. AND OVERTIME § 7.5.1 For any adjustments to the Contract Sum that are based on any method other than the unit price method. the Contractor agrees to charge and accept as payment for overhead and profit. the following percentages of costs attributable to the chance in the Work: .1 Eight percent (8%1 for Changes in the Work paid from Owner's contingency. .2 Zero percent (0%) for Changes in the Work naid 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 Chanced 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 Chance Work. Therefore no additional markups or direct costs will be 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 Alk-' Document is protected by U.S. Copyright Law and 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 prosenuted 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: (3B9ADA2S) allowed in Chance Order pricing. This includes, without limitation, coordination. ordering of materials. field office and home office costs. estimating and scheduling. preparation of the chance 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 only to the extent such seacooab o time ac the Archit__t may determine. delay (i) is not caused or could not have been anticipated by the Contractor: (ii) could not be limited or avoided by the Contractor's timely notice to the Owner of the delay or reasonable likelihood that a delay will occur: and (iii) is of a duration not less than one (11 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 paths of the current CPM at the time of the Notice to Proceed was issued for the chance. Should the Contractor submit CPM or chance order schedules showing early completion of the project or affected activities, the Contractor is not entitled to claim the float between the early completion and the contract scheduled completion or the affected paths of the current CPM for any compensation purposes, including, without limitation, the assertion of delay and damages § 8.3.4 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. The m -Total Contract Cost (TCC) is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. The "Contract Sum." as used in the Contract Documents. shall refer to shall refer to the TCC. \'Where the Contract is basc n a ctipolatcd c,.:: or Guarantees Maximum Price, the § 9.2.1 The Contractor shall submit to the Architect, before the first Application for Payment, within ten (10) days of full execution of the Guaranteed Maximum Price Amendment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as Additions and Deletions Report for MA 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) 357 358 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. PAGE 28 § 9.3.1 At least ten (10) days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.3 Each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner: (i) a current Contractor's lien waiver and duly executed and acknowledged sworn statement showing all Subcontractors and material suppliers with whom the Contractor has entered into subcontracts. the amount of each such subcontract. the amount requested for any Subcontractor and material supplier in the requested progress payment and the amount to be paid to the Contractor from such progress payment. together with similar sworn statements from all such Subcontractors and material suppliers: (ii) duly executed waivers of mechanics' and material suppliers' liens from all Subcontractors and. when appropriate. from material suppliers and lower tier Subcontractors establishing payment or satisfaction of payment of all amounts requested by the Contractor on behalf of such entities or persons in any previous Application for Payment: and (iii) all information and materials required to comply with the requirements of the Contract Documents or reasonably requested by the Owner or the Architect. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, interest and which as to offsite materials at a minimum will establish title vested in the Owner evidenced by documentation, including without limitation, recording financing statements, UCC filings and UCC searches. and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for 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 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) 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 arisinc 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 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 richt 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 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 mouse: 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 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 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) 359 360 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 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 accent 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 final C2ct :a e far ra meat 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 Do -o—:: o:: o a tk-t.. Documents. Upon receipt of all reauired 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 accented by the Owner. PAGE 32 §9.10.3Tf Substantial vJmpleatU» Cft .v»„l.t:J„ th.er....f io t._:.1ly a,1....J t! -.rough ,. fault of :.... .,.Ji .. »....,. ..r Ly looc...L i....z,. v..a La..a.. .s. »_.,, ..z_.,.,.....a >•....-L ..v ..i ......... . ............2 ...1 aC..l.t :C3 veira .11.r , tCO C-,3,•ncr tL.v »»»1--.a:f_»a. _.� Lj the . ALL.a__a t.J without itLC»a a .....»..:b tL. /", L.. L..1..„,.,. ,J..,. fL. 111_..1_ G.II_. .....v »I.. ..- far Work ».a fully -Jfpt_a_d _Urr_ltCJ t:less -than rc;C:tna�lstJ ..i.t._:J.J in the a./..Ji..„Tal.a.L.,t. D ,.....1... ..o, .:.�'.. if v. n.:lo h;..` a ..,CCL. faeniot CS, the. .. r:`.`.'_rtalit—o X.`. of an -et) .. palyrat..... Jt t.vc. J.tTt.i.e..due for that portion of .L.Work fully ...t..t.»4 and shall L. S»LJ.vtaa.» Ly the .»t.A.tw- a a -.L ..Za_.LlYa... „:.J: ... ,.....t: F.....t•,.» ..f L.. 11 L- .--,. .1 ,. .»,J .... t,....v .. ..».J that it JL,.vV.v L..L..tC..»....f°lai~:c.-Intentionally 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 nronertv adiacent to the Proiect and improvements therein. Any damage to such nronertv 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 AIAn 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 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. § 10.3.3 T9 t1:c fullest erste at—permitted by lay:, the Ow_r :hall indemnify and hs'a ha.::lco: the Contractor, Susctiontracto_ , Architect, Architect': consultant and agont: and -employees of any of them from and• agair�t , perf3rrianee,.f the Work it the affected area :r :.. fact the material v_ .,uI:.a..cs Y..,.,.....: tl;c :Ash otf. bodily ir.,»_y c. death az described Scotia-. 10.3.1 and has not been rendered harmless, Y. that ,»_.. o.»; _, rl."iaaf, loco Dr rt i_ » (other than the X11 l_ :ac,.l f) c c_pt tar tke extent that such damage, I :f or expense :s due to the fault o= regi;;enc of th- party :ee,_ing indemnity The term "rendered harmless" shall be interpreted to mean that levels of asbestos and polychlorinated biphenvls are less than any applicable exposure standards set forth in OSHA regulations. In no event, however, shall the Owner have any responsibility for any substance or material that is brought to the Project site by the Contractor. any Subcontractor, any material supplier or any entity for whom any of them is responsible. The Contractor agrees not to use any fill or other materials to be incorporated into the Work that are hazardous, toxic or made up of any items that are hazardous or toxic. PAGE 34 § 1.A C It thontcgligo .__ on the cart of the Contractor,the Contractor is hold liable by a government agency for th— _a.,t of rc...edfation of a h'zar woo: material or ro.aborancc solelyh -__:on of rf Contract D .-.»..._.. the Oise._. :hall .i_ L._m_' .hc Contractor for all cors- and c ns thereby incurred. § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Cent„acter shall purchase from and r * or con:panics la.,f»'l' author_ncad tc as tie::iacso in taro j»,i:dation in which the Project ..; located such _a:...rance as will protect the Contractor from claims cot forth `cls ::::.h.:_Ir may arise out of o: rc:olt front the Insurance Term. The Contractor shall procure and maintain insurance. as reauired 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"' — 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 AIAr Document, or any portion of it, may result in severe 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) 361 362 Cortracto. ; z,T=tions . d completcd oper, i nns—lor tho Ocntrac_ and for ::' i ' the Cortraotor may ho ..bcth such be b . tl _ ct or by _ :Erectly n:li -sl- .... _ � . er s�,, oporations ....; .-�c Cort:,.,.t3r or by a Subcontractor ...:; 3::., ...._....� or in ...,.,..; o:r-ployod by any of than:, cr by of yo :e for whose acts any § 11.1.2 No Limitation. The Contractor's maintenance of insurance, its scone of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the Owner's recourse to any remedy available at law or in equity. of t=en: may h;; !:ab!c: 11.1.3 Minimum Scope of Insurance. The Contractor's required insurance shall be of the types and coverage as stated below: ......., ..__. -.=fir,=cnlpc�sato:,z oat :l.t; bo:_ft arz.ot:_. ;iri.a- employee benefit acts that arc arr!!oa`!o to the Work tc be per cr: ned:l. Automobile Liability insurance covering all owned, non - owned. hired and leased vehicles.Coveraee shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. .2 Claims f r a'amagcs 'cooai:oo of bo i= -;:jar-; , occ zpaticaal- oickt .ss er disca;:, or death f !ho Contractor's o ploycoc;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 iniury and advertising iniurv. and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aeereeate 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 usine ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. of any oa ct'.:or than the Contractor': c.ivlo- ces: Workers' Compensation coverage as required by J rs:,...... r viz.. _. the Industrial Insurance laws of the State of Washington. for damages _n::red basual Ycr'oor.:i injury liability :e':eroge; .5 Claims for dltl7ay.s, J., __ than to th_ .oe: itself, bcccus: f injury to or dcstrti:ti, s of toia.h.: prof. Fty , ii'-cl:xling loos of uoe ?ti: tb,crcfron .: i. 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 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 f 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 f including unapproved deviations) arising from the professional liability or cwncrship, maintenance or use errors and omissions of Contractor and the Subcontractors providing, design, engineering or other professional services, at all tiers, shall be written on a proiect-specific basis. The insurance policy shall include an endorsement. in form approved by the Owner, providing the Owner with vicarious liability coverage. Such insurance shall be excess to liability insurance required hereunder as respects third party bodily injury and property damage claims. The policy shall not contain any provision or exclusion (including any so-called `insured versus insured' exclusions or `cross -liability' exclusion) the effect of which would be to prevent, bar. or otherwise preclude the Owner or the Contractor from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy. § 11.1.4 Minimum Amounts of Insurance. The Contractor shall maintain the following insurance limits: a motor pellicle: i . Automobile Liability insurance with a .7 fcrC�»r� . n :z--rty »».sae "-_..:� G:,.-,`., r».e e4 :r»---- -- 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. .., -.._ ....,-_--»____ s -,.,.fa»...;..:. »...._. 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 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) 363 364 § 11.1.2 The .: ser:c::. ir:d b� Sceti n 1111 shall be written for: of lee., than limits of lliabilit em . . u � ..y ::het:lc written or a: occ::rr c: 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 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. Cr cl»ia : w=ade »s , :h i b -ataincd ., tthout intern -tion fro :4e :late of _C _:e`_en' _nt of the Work until the watt of f as pap tent nod ter^i 7»tion § 11.1.6 Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain. or be endorsed to contain that they shall be primary insurance as respect the Owner. Any insurance, self-insurance, or self-insured pool coverage maintained by the Owner shall be excess of the Contractor's insurance and shall not contribute with it. of nay cecorab .c .. re maintained aft_r final payment, a d, `.nth respect to the Contractor's cea j,:t.cd or - eiieratto:is Cv-ycrag�., :inti. the cxY;ration Gr:hc farda.t far cdr:cct=o;i of Workfor each :,the: period for ::...iateaanee of completed operation: _.,;crag_ as sp`oificd i:: th-e Ccnteact D c a entc.§ 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. L.. the Work »_a thcrca"..,..zr upon reacv al aireplacenlent of 11.1.8 Verification of Coverage. The Contractor shall furnish the Owner with original certificates and a cony 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 reauest by the Owner. the Contractor shall furnish certified conies of all required insurance policies. including endorsements. required in this contract and evidence of all subcontractors' coverage. 3,0 days pro. .sitter n3<_cc ha: be:a giver. to the Ov,'a:.. An additional certificate d€!clog continuation of liability cc crage,rn:h ding age for completed operations, 11.1.9 Subcontractor's Insurance. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein. except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Owner is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. shall be c.:± :imca .,ith the final Application for Payment -as regnired by Section 9.10.2 and thereafter upon renewal or replacement of e..ch coverage until the expiration cfthc time required by Section 11.1 Information concerning .ea'netio , of coverage on ace ant of revisod l nitc or claims aid under the General Aggregate, r bothshall Lo L L :.L ' l t 11.1.10 Notice of Cancellation. The Contractor shall 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) 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 § 11.1.4 The Contract r shall cause the c=e=t=al liability coverage required. by the Contract Do_nrn2-ntt:to include (I) the Owner, the Architect and the A Feh: ect's cor.cultants as additional insured: for claims caused in --e' cle or in Contractor's completed operations.''.'.'' Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract. upon which the Owner may. after giving five business days' notice to the Contractor to correct the breach. immediately terminate the contract or, at its discretion. procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Owner on demand. or at the sole discretion of the Owner, offset against funds due the Contractor from the Owner. § 11.3 PROPERTY INSURANCE § 11.3.1 T i»I th _. a,: provided,the Ov..ne - shall p„rehase and maintain, in a company .1r c lies t.. ..: ,..] .. ,J .. :» :..4: ..:1. all ..,1. .,. ei—:.alent policy form in the .....,,»..t of the ......», C ....»et Sum, '_1... sal. ,.f ,..L onbscqnent Cont -net CG:f: »..._, »I _os_ of material:supplied c_installed by others, _o"» --"-'g total ._1._-, for the r»«»e --�--- `. the „___ on a - »1=r-aeeme.nt _c:t h.=is without optional deductibles. Such property insnrattec :hull ho maintained, r�re unle:: other" i:e pro'v'ided in the Contract Document; or othcrw:e agree'' in writing by all I erson: a»d entities v:h3 are benefie.an._: of sue!: in:uraae , until final payment has been made as provided in Section 9.1C or until no parccr_ tl tt tt Ow lti_‘.an insurable interest in the property required by this Section 11.3 to be covered, .�!:iehe. _r is later. This insurance shalt include irte-ests of the Owner, the Contractor, Subcontractors and Sub subcontractor: :_ the -P -.-:.The Owner shall purchase and maintain Builder's Risk Property Insurance for property .,.. _ tits L...._= z.._ 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 sublimity included within the Builder's Risk policy. § 11.3.1.1 _ ' , _ :.c,.,, , ,, : _, : L. _t l: ».. insurance against the pealls of fire (with extended coverage) and physical loss or damage including, without duplication ofco._rage, theft, ..anda:i::':,i naliciaus mischief, collapse, earthquake, flood, windstorm, faloeworlc testing and startup, temporary buitd'n gs and dobri; removal including demolition occasioned by enforcement of any applicable legal requirement:, and shall cover rcas✓ able compensation for Archttoct's and Contractor's ssrviecs and expenses required as a result of such insured lcss.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. Additions and Deletions Report for AMA 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: 25 (3B9ADA2B) 365 366 § 11.3.1.3 If tc . ... .kn"_ r2n».r2 u_a»�::b, , ±Lc -O ;hal'. pay ccot t c.. c -c4 bo.aa: cf sool dcductiblcs.jlntentionally omittedl § 11.3.1.4 This ....ty insu.a..:.. rho!! portions cfthr, `\Tor': .l off :1 zit, =4 »'s it.J::: of in transit.jlntentionally omittedl ..:a *L= ^-.::tc" oc r'ootrootor c' w'.'. Sc oameJ [Intentionally omittedl Thr i xo t tho 1..�:'....'.r'c tic: , ::a- rT :olla:_ ar.:!. maintain nan „�..c�':..o root_ w., ^ Cl3 � » .�» : f» `:1 c J :... r' r r `_:r :l _. l a :'s, u .._. _. _.t...or .T_ o O::oo. v, .. _s U _.a'-.: of acticn tL_ Ccntrorto: for !.. ofocz: ofa}.,. (1. _>,.prei7crty, '.cocco to fire or cthor [Intentionally omittedl § 11.3.4 Ic t!.: r_ .a__=a= -=a= ......:a: al.^a ... _ _.. _.. = c al, . aL 424,4s4 ..0 1.. L... ..I...I...1 aL..... .....a.. ..I: is,,. n.. ..L..IIL :l.l.. ..I.. d.a .. t. ...J 41... /`- .+" .a. L.• WAIVERS OF SUBROGATION �.. tL ,. ...t.. L.. .. *1- fir— ' tL_ O :er:ball .._.. _ all ..� t ... :1::1:- z_.... I 1.:31icio::ha ! ; _c::dc this ::a.': r of ro rogationb; e: aercc a:`. c: c'.' c:::'.cc.T_f permitted by the Owner's and Contractor's insurance companies. without penalties, the Owner 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) § 11.3.6 Before an c:po:_re tc loss a ay occur, the n,_ a y shall f tc with Contractor a copy of each policy that ..eludes insurance CC"..agCS required by this SCcti 11.3. Each policy shall contain all be ...alj applicable conditions, definitions,..clt:Lions and en iorscn;cats rotated to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to capire, and that its 1ir:itc rt ? not be reduced, until at least 20 days' prior ,vrittea notice has been given to the Contractor. § 11.3.? t"'A-I\'ERS OF SUBROGATION 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 proceeds under any property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. in good faith. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub -subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § 11.3.8 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 min 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 min 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 fin 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 Tho n.,. :Cr a: fiduciary 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 min 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) 367 368 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 Ownor ch:!: hay: '12 _ 1 L t1-12 (`....4..... to to Contractor shall furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract.Contract and in compliance with Ch.39.08 RCW: provided that the surety for each bond agrees that it consents to and waives notice of any addition. alteration, omission. change. or other modification of the Contract Documents and such events shall not release the surety of its obligations. Surety also shall be obligated under the bonds to any successor. grantee or assignee of the Owner. § 11.4.3 The Contractor shall keen 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 subseauently 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 damaged by the failure of the other party to purchase or maintain insurance reauired 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. D EFCDF. CR AFTER SUB C`TAhTTIAT CCTAUT L' § 12.2.1 �,�.. �_�. , �.. L__ � � �L_, �...� v�...�. LLTIONIf a portion of the Work is covered contrary tot e 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 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 nay the costs of examination and reconstruction. Additions and Deletions Report for AIA Document A201 TM - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This 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) § 12.2.3 The Contractor shall promptly correct Work rejected by the Architect r ,''~g found by Owner not to conform to the requirements of the Contract Documents, whether Eliscovcred-observed before or after Substantial Completion and whether or not fabricated, installed or coo p etas'. Casts o`c rocot=ng snob. rejected Work, including adzk i : a' tcotiag oo opeeti3fi", the cc:t of unco eriog ao:d replacement, and cornpzno»tion forth: ^ r:` _- o eo...coo and e:-ponoeo o ode oc:....»:; th:r:b , shall be at the Centro._tor': exp:ao?.installed. or completed.. Contractor shall bear all costs of correcting such nonconformine Work. including additional testing and 12.2.2 AFTER SUBSTANT!AL COMP ETI�NN §-1.4,24.4 In a t_tio . the r'ootractor'c obli-ga` c s under Sectio - 3.5, if, inspections. If, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the ?ate for commencement of ,,v-arranties eotabli:hcd :Inde: Sectio:: 9.9.I; or b ; terms of an thereof- or within the terms of any applicable special warranty required by the Contract s7 -Documents if loneer 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 acoptance of oach conuitiwo. The Owner to do so. Owner shall give such notice promptly after discovery of the condition. Daring the one year pori€-" fer ecrrectior. of Wer:, if the Owner =ail: t netif3• the Contractor and give the Contractor a:: €rportanity t niche thc e3rrcctic , the Owner waives the rights to fzquira correction by the Contracor and to make a claim for breach of warranty. If the Centra:tcrfails tom, c; :rect noiice.tifcrming Work within » re zs3nahz: time during that p :13a after receipt of notice fro thc Ove tier co Architect, the Own:: ':.ay correct ft i.- accorda::: with Se-ction 2./..This period of correction L - » . _ oc I.. _ ._._ a shall be extended, with respect to portions of Work rot perf r.:.ed aft:: Substantial Completion finished after Substantial Completion, by the period of time between Substantial Completion and the actual co::.pletien of that portion performance of the Work. § 12.2.2.3 The one year period for correction of Werk :hall not bee :tendo.b}inrrective Work Yen ormed by the Contractor pur ,Gant tc this Section 12.2.Contractor's duty to correct with respect to Work repaired or replaced shall run for one year from the date of repair or replacement. § 12.2.3 The 12.2.4 Contractor shall remove from the Project site portions of the Work that which are not in accordance with the requirements of the Contract Documents and are neither corrected by the -Contractor nor accepted by Owner. the Owner .412.2.5 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 charee 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 AIR' Document is protected by U.S. Copyright Law and 29 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) 369 370 § 12.2.4 The 12.2.6 Contractor shall bear the cost of correcting destroyed or damaged,Work, whether completed or partially completed, of the 1..) -,-; :lar cr caparat: a trz4 rc 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 the Contractor has ander that Contractor might have according to the Contract Documents. Establishment of the one year ,period far •correction of W rl: ac Scoti n 12.1.2 time period of one year as described in above relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the Contractor's obligation to comply with the Contract Documents may be sought to be enforced, nor to including the time within which proceedings may be eomm©nc.d to establis'. t.`.c C;, :tractor'; liability 7:it!: r,opcct to the Contractor's obligations titer than specifically to corr_ct the Work.such proceedings may be commenced. § 12.3 ACCEPTANCE A NCE OF NO TC'ONrc PT,rx r WORK 12.2.8 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 114rsum may be reduced as appropriate and equitable.Such adjustment shall be eff)ctcd whcthcr or net {nal payment has beer: age. § 13.1.1 Governing Law and Venue. The laws of the state of Washineton shall govern the Contract shall be governed h.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 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 durine the term of this Preconstruction Contract all reauired 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 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) deemed to have been created under Chapter 82.29A RCW. the law & 13.1.5 Use of Recycled Content Paper. The Contractor shall, whenever practicable. use recycled content paper on all documents submitted to the Owner. of the place sv'hcrc the Project is located except that, if the parties hay::: ccloctca a trader cc the nletlI , "' Jf •- a dispute resol;ttion, the Federal Arbitration Act she:: govern Section 15.1.§ 13,1.6 Americans with Disabilities Act. The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 (ADA) in performing its obligations under this Preconstruction Contract. In particular, if the Contractor is providing services. programs. or activities to Owner employees or members of the public as part of this Preconstruction Contract. the Contractor shall not deny participation or the benefits of such services. programs. or activities to people with disabilities on the basis of such disability. Failure to comply with the provisions of the ADA shall be a material breach of, and grounds for the immediate termination of, this Preconstruction Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender or other entity providing construction financing or credit enhancement for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. PAGE 40 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last bushes address known to the -party gi: ing address stated on the first nage of the Agreement. unless a party gives notice of a change in address. § 13.4.1 Duties Except as expressly provided in the Contract Documents, duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. The Contractor also agrees the cost of testing services required for the convenience of the Contractor in its scheduling and performance of the Work and the cost of testing services related to remedial operations performed to correct deficiencies in the Work shall be borne by the Contractor. 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 31 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) 371 372 applicable law, but in any casc n t more than 10 year after a. As to acts or failures to act occurring prior to the relevant date of Substantial Completion. any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such Date of Substantial Completion; the data of S::bstamtic! Cotnpletiot of thz Work. The Owner and Contractor waivc all a!aims 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 alleaed 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. cod causes of action not commenced c. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate of Payment. any applicable statute of limitations shall commence to run and any alleaed 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 1.7...The provisions of the Contract Documents shall not be changed. amended. waived or otherwise modified in any respect except by a writing signed by the Owner. § 13.9 NOTICE REGARDING LIENS The Contractor shall provide all notices required or permitted by the laws of the State of Washington for the protection of the Owner from liens and claims of lien if permitted or required by applicable law, including without limitation. notices received by Subcontractors and suppliers to the Contractor. § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 4-60 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 AI/0 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) .2 An act of government, such as a declaration of national emergency that requires all Work to be 6topped;stopped. .2 Because the Archite,ct has not isc'ncd a Cert ficate for Pay -lent and has not notified the Contractor of dL: -_,..Jo- for hLolai n; __rt:::i:,.tion as Y: ovided in Section 9.1.E er because th n.:.n_r has not made payment on a Certificate for Payment within the time stated in the Contract r,...-nt ; - n ez idcr-- require:' by Section 2.2.1. _.tl.'., 7 —Y § 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 >r poate persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. PAGE 43 § 14.4.3 In _as, of such torr -'ration for the Owner': convenience, the Contract r :ha=: he entitled to rccL.ivc payment for Work enecated, and c sts incurred by reas-on of such termination, along v ith reasonable overhead aid profit on the Wort: act e::ocutcd.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 Proiect site, delivered and stored in accordance with the Owner's instructions. The Contractor hereby expressly waives and forfeits all other claims for payment and damages. including without limitation anticipated profits. The Owner shall be credited for (i) payments previously made to the Contractor for the terminated portion of the Work: (ii) claims that the Owner has against the Contractor under the Contract and (iii) the value of the materials. supplies. equipment or other items that are to be disposed of by the Contractor that are part of the Contract Sum. § 15.1 CLAIMS PROCEDURES MANDATORY All claims for additional costs and/or time fre2ardless of how described) must be made in accordance with the reauirements 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 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 33 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) 373 374 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 conies to the Architect and Owner's Designated Representative, at the addresses on the first nage of the Agreement. § 15.1.1 DEFIiTanNCLAIMS DEFINED A Claim is a substantiated demand or assertion by or. of the partieG the Contractor seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The --__-_ - :*-• t r' :W_ L q 1.. e'..:-_ claims do not include written notices that are not substantiated in accordance with this Article. § 15.1.2 INITIAL NOTICEOF-CLAIMS L . :.,..a L ,...tL ..« — ,._a a`, aL .. T„:a:..I `al.. ,. «. aL .. A ..,.L a....a al... A _L:a,.,.a : a .. .� aL_ T�;a;..l Tl,...:..'..... 1�,f..l.,... R.f:i: .��.:. lk: �t.G .. 't....:., _� ...._ . `: t.1 _t_..J h:i.. ��.••:« u... JI.- H ....tt ll�\. L.T:Vt. C�t_tW s by „:lhcr party 21 Lftz l 3::l__et, .�rrAn« 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 L. �. _ .•41.. '11 aIf 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 (141 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: aL,. ..�,-:.....,...t r..,..t ____g_iz ,...-a:ticn ;:-.:gig 1 A detailed factual statement of the Claim for additional _-•- ----...cZ•t. n.�.,, teruubtlr�.CS the tv, a..��.. a..b . 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 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) rise to t, c Clci , ::::ichcvor }c letcr..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: CONT!NU'ING CONTRACT PERFORMANCE .5 The identification of any documents and the substance of any oral communications that support the Claim: and Ponding final rccclut on of .6 Copies of any identified documents, other than the Contract Documents, that support the Claim. a -Claim, Yt as thary:iso aD._cd is wl:`in c _ ac rro.vrdcd Sects:::: 9.7 and Article I'I, the C3ntract:r shall 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: PAGE 44 thc. Contact and the O°.: cc.:hall co: tin:::e to make payments ents ... c : d .. _ .: ith th.c Cort: ct Ducu..._:.:. `rho a• n :r. . r _ .... .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: A o o f the ^t Dim T i l �..,c.c:;,: ;. ,,_ ..._ ;Zai.. _ti=,,...._ _ z Fr. ,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 reauired by the Contract Documents: and �c CLA!MS FOR enDIT!O.NP.L COST 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 AlA® 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) 375 376 !f.!:: Contra tat v.'fC! C to mak: a C1"'..,. for on ..._. _».,_ in the Contract S»r::, w ittat -notice as pro�:dccd herein hall �., given `:fo.c proceeding to ....cent:, t o `aro"k. Prior notice .o not4-zquiro4 or r'!µi.ms ra!-»t-irg to an cmcr;c c j ....3 A statement certifvinc, under penalty of perjury, that the Claim is made in Rood 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. 4.5.1.5 CLAIMS FOR ADDITIONAL TIME 1,5.1.C.1 rftt,e Ce....»,... .......»!..... ".a:..: f... an ^ontrac.. Ti..._ ,.c..c.. notice- Yr...'raed Fcr_.n :hal!'be given. The Contractor': Clain: hc..!1 in.c41..12 an _ot? n at: of and of jreba'.! . cffoct of dc!:, _ n f ogYe"" 0f the Woo!` In the ono:. of a continuing delay, on!y ono Clain: if; occ_oo :y.In the event the Contractor believes that a chance 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 chance and must demonstrate the impact by utilizing comparisons of the Work performed during the impacted period with Work performed during a non - impacted period or on a closely similar but different part of the Work if such comparisons are reasonably available or feasible. &15.1.4 ADVERSE WEATHER § 15.1.5,2 If adverse weather conditions are the basis fora C!: n for aaat: al t' ~e, an Initial Notice and Claim, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period oftime and could not have been reasonably anticipated and that weather conditions had an adverse effect on the ch:duled con;truction.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 CLAWS FOR CONSEQUENTIAL DAMA.GES15.1.5 SUBSURFACE CONDITIONS T c Cand ontractor O:.:ae..: Own::: again:...k:r for c3:.eqG7".ial damages arising out of or rc!a ..c!: ...g this Ceptract. This rnutaal waiver inc!ude, If conditions are encountered at the site that constitute subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or from those ordinarily found to exist and generally recognized as inherent in construction activities of the Project (including those conditions described in Sections 3.7.4 and 3.7.5. then written notice by the Contractor shall be given to .1 .ar?-aac5 inei=red cL-; the Owner for rentaI: c`.YC. s:C, for !o;ses of use, ncorn , profit, financing, 'nsir.e:s and repntatfen, analf!o:s of ::ange..ent ernp!;yee ;:o±ctivity or of the eervi'ceo : f 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 or 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) ouch persons; the Owner promptly before such conditions are disturbed and in no event later than three (31 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 adiustment 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 Claimproperly 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 by the Ccntr ctor- for principal afficec::pens_: including the compcnsatf .. cf _1 �, .....o C.,i..._ ....Cs e,:.there, rf losses of financing, business an_1 reputation,and fc-,r .o ss c f profit :Kcept anticipate:1 profit arising directly from the .x'c�:le.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 Th c ... »t::al '.i"».. »Yp1:_a� le, ' . :ro t. 1i± _` t:? tC all consequential damages` is to e:thcr party's tgrniin .tion in accordance •.: i± Artie -lc 14. Nothi .g cc::tai =cd i , this Section 15.1.5 shall li, deemed to Frce ode an e'<va d of is ^a ., .•t ^ n. -.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, excluding th se arising -sac: Scetio :s 19.3, 10.'l 11.2.9,and 11.3.10shall be referred Claims denied by the Owner may be annealed by Contractor to the Initial Decision Maker for initial decision. The Architect :tl the Initial _ unless .,d:tl, n E .,t fa t ..., .......... ........ ..., ... ....... L �.:,,.,,.._':1z1:^r the... xcZ x.. x__.cd in ...e . _ar�r.�� t. sec,.. _.,. he.,., Claims exc!-dAd by this Section 1 `.2 ' , 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. 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 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 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) 377 378 §45 -:,?2 The I..-... ,,I Dcci: Maker •II revic.:; n1 • ,J within tea daysr h_ p C1 ♦ I The ., :o:,Y. , e.:iir.o and .. � t.._ �c::,.t of.... am: take one or more of the following actions: (1) reryu3:ct additional. sapporti .a data from The Owner. Architect and the Contractor and every Subcontractor hired to perform Work on this Project is required to follow this process. No mediation or lawsuit may be filed seeking any adjustment in the Contract Sum or Contract Time unless and until each and every step of this procedure has been followed with respect to that adjustment. Every Claim broueht on behalf of a subcontractor shall be broueht through the Contractor. § 15.2.2 FILING AN APPEAL WITH THE INITIAL DECISION MAKER the claimant or a response e.tith supporting data from the other party, /.2j reject the Claim :she.e or in part, (3) Claim, (1) s� the parties Initial Tl- Mal. ..{.i approve the ».. , cC:bbC.. a c :'":Yr..�":{SC, or �`>�: d�'i.,., thatthe Initial __....o%.. ».._..., .,..» .e `te resolve the Claim if Provided that the Contractor has complied with the notice and claims requirements of this Article 15, if the Contractor disagrees with any decision of the Owner reeardine a Claim, the Contractor shall file an appeal with the Initial Decision Maker as herein provided. ti2 Initial Decision Maker lacks sufficient information to :valuate thee :y;Etz cr the C:uE m or if C Initial D c --..c. Mahar ,_ 1. de;tk Init:..l D Maker's . icerl.1 be : ., f„_ the Initial .,.w.,,= ti�,i.�..z�_.. that, in �.,< �z..�.w. �,:�.:s:e:.sole uf.._. �t:a :, it would .,..- aYprcp;:art �v. �..,..... Decision Maher to r<cclyc the Cl:-: Contractor shall file its appeal with the Initial Decision Maker. with a cony to the Owner. not later than 14 days from Contractor's receipt of the Owner's decision. In the event of a Change Order proposal not acted upon by the Substantial Completion date. it will be deemed to have been rejected, and the Owner's decision shall be deemed to have been made on the Substantial Completion date. Any appeal not filed within 14 days from Contractor's receipt of the Owner's decision is waived. § 15.2.2 In evaluating Claims, the IRitial De_isic: Maker may, but shall act he cblligatcd tc, consult v, ith or seek ...1..... ,. :..t t . T«:t:..1 Decision Maker Every appeal submitted to the Initial Decision Maker shall be limited to the substance of and seek the same adjustment to the Contract Sum or Contract Time as that in. the Claim submitted to the Owner. Matters not previously submitted to the Owner as provided in this Article 15 shall not be considered by the Independent Decision Maker. Tt. the ^ v; per's eiipe sc.The appeal shall identify in writing the portion(s) of the Owner's Claim decision that are in dispute and be supported by the documents on which the Contractor bases its appeal. § 15.2.4 If 15.2.3 INITIAL DECISION MAKER ACTION ON A CLAIM 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) the Initial Deeisio: Maher requests a party to provide a responsc to a Claim or to furnish additional ourportiag data, such party shall respond, within ter. days after reocipt of such request, and shall z_°l er (1) provide a response on the requested supporting data, (2) advise the T-:t°al Dcei:ioo Maker when the response or supporting data furnished r (3) advise the Initial Decision Make that no supporting data be furnished. Upon r__ ipt of thz, response or supporting data, if any, th Initial Decision Maher ° ; i" either reject or approve the Claim in wh le or in paFt,Upon receipt of an anneal, 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. 1C.2.� The Initial Decision Maker will render an initial decizs"s: approving rejecting� the Claim, or .:di:ating that the Initial DCcsicn Maker unable to ...te.,.the C.n This decision shall (1) be in writing; <2) state thc reasons therefor; and ;3) notify the panties and the Architect, if the Architect is not serving as the Initial Decision Maher, of any change in the Contract Sum or Contract Time or `,'oth. The initial decision shall be final and binding on the parties but subject to mediation and, if the paries f"'il to resolve- their dispute through mediation, to binding dispute resol=ation.The Owner and Contractor shall agree on compensation for the Initial Decision Maker to be paid by the Owner and Contractor. There will be no formal procedure for the Initial Decision Maker's review of an appeal. The Parties will be entitled to submit whatever relevant evidence each believes supports their position in the dispute. The Initial Decision Maker may elect whether to hear testimony or oral argument. The Initial Decision Maker will endeavor to resolve the dispute in an expeditious and cost effective manner and will render its recommendation in writing to both Owner and Contractor promptly. § 15.2.E Either party may file or mediation of an initial deeis`on at any time., subject to the terms of Section 15.2.6.1.In Claims involving greater than 530.000.00. the PAGE 46 15.2.5.1 Either party may, C.tti.30days f= the date fan initial decision, de nan»a in writing that t -et-L._ party file for mediation ": fO days of the r .zl decision. If :Hell a demand is made and the party recopving th3 demand fails to file for mediati n within the time required, then bath parties waive their rights to mediate or pursue binding dispute resolution pr ceedings with respect to the tial decision. Owner and Contractor will within 30 days of the Initial Decision Maker's recommendation. confer and attempt to reach an agreement regarding the dispute. and if appropriate, enter into a written agreement, which may be a Change Order. or failing agreement. may demand mediation pursuant to Section 15.3. nt or Claimthe theOwnerbut 1. tedtip. the .,». if 15.2.7 In the �-e�'` a against Contractor, may, e5 .tit obligated to, =z� eta , . any, of the nature and amount of the Claim. If the Claim relates to a possibility J -a Contractor's default, the Owner t Lli e surety and request the surety's assistance in res lying the c ntroversy.During the pendency of any such appeal to the Initial Decision Maker, the Contractor shall proceed with the Work of the project. including that portion in dispute, unless directed otherwise in writing by the Owner. In no event shall the Contractor be entitled to 15.22.! If a Claim relates to or is the subject of a m logic's lien, the party asserting ouc/ Claim may accordance law to ccn-Yl ;:ith. the lie: notice or filing deadlines. institute legal 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.S. Copyright Law and 39 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) 379 380 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 ".. -- -1:V«. a-aL..... - - ..r l ♦ tL n aL a , V ide:1 for fa S, ,tion 9.1t'..1, n 1 n c and 1 c, f Claims lSL a:, %.Jy:»_.� ..,:�..,. _.;.,.� >. az._, _... _.., 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. TL,. « L..11 - .... _ ,.1-.,. ,L..:.. !'n-:-_,. L_. § 15.3.2 r ... s s .�:r. « . < . _ m_ .. _-n... [ s ss ket I bti admin..tercd1 ..3 .h.. _. �eriat _ . t. bia..,.tlic,- A.;z 1..: na cr.. to ac,co »: pea .. with its Constructi,e n `; A request for mediation shall be made in �_._t.___a and file 1 -v:th tho o« entity it J.__:-:,. :«._ the writing, delivered to the other party to the Contract, _.,_:t .;'..0 �..� ;�..sti..:,; _..i. -y- a»L t=om .,b �__� ..1. ............ Tontract. The parties shall endeavor to agree on a mediator. If they cannot agreethe party seeking mediation can reauest a mediator to be appointed by the American Arbitration Association. The reauest for mediation may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.If .« arbia.., a:.... : . 1 .. L:.. C « 1 C 1 the cthol' o.. « l a:- �.v+t.»<t t.. �ja"t a U iil�U to L L sA z=o.. _ .3._, UL� path_., .itC.� ..::t._,c Y. _2 tc .b.0 selectiJn of t...rtLitratorC, \ agree 'o' a schedule rjr lSt.r •'� CC �.•'�� ..... a' § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the Seattle. Washington, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 ARBITRATIONCLAIMS AUDITS § 15.4.1 1-"L w: L L aL tL 1 L.. L A !`l.. zubjzot to, tatnot ..1, ,..1 b. ..4: oho b subj cot to crbitr t.ca ,:L.`L, n1Cc.3 the p»-.._: -.-ut ij ,.tL,..... ico ..L..11 L_ ...l.v: «:..a,. .1 L.. L.. A .« A _L:a....a:..... A ,. t' >. » ,1.. _ :aL ., ('...-.c a_....t:;-« µ......G »..i..l [.1.J.._:c:st the ,. «. ,...« .: L; :.: »..�,t: .L` b-_ ................ ....«...._ S _ �..��._�..,, . ,,,,.,L.1z,csrr. acCUt»«::.,., t. at:..� �v:_,,.:,x_..,:_. delivered t the- ether ._.. aL.. !'�,. «a_.. ,.a «,] 4' l,..4 - 'aL L,. -. « . administering aL,. .. L:a_..a:..... TL.. l.C.,. C.C» :.. the- L,._.1_. r;' ') -v :L'l='...rca.•-t•,-, ».-» ___C« ;,i__t the p..s..tL .. entity ..U:t[t:[1:.te,iltb .,.0 «tVLUJ.ttt..t. i__-.. Yparty F.1:«,... .notice of 1' I arSit.at.v , . lust ..L.,.,..t i ..t . .+•it,z nd at.-:.,-..� v then !.t: ..,1 .. that part on � a w r»_-, 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. AG A A A A .1 ...v .....-1 .. L..11 L. -_:..1,. -- ,l:«,... L....,.,1 en the Cid i. .eald he barrc by th. a««1hcahi ctetnte 15.4.2 In support of Owner audit of any Claim. Contractor . ' »r Y......ffs shall. upon reauest. promptly make available to Owner any documents relating to the Claim. including 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. 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: (3B9ADA2B) .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: zr Li: it:t'.cr:o. For ctatate .9 Equipment records (list of company equipment. rates, etc.): .10 Vendors'. rental agencies'. Subcontractors', and agents' invoices: PAGE 47 :f l_ -r tat_c-: v_pozec _::cc t of Contracts between Contractor and each of its Subcontractors. and all lower -tier Subcontractor contracts and supplier contracts; 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 41 International Treaties. Unauthorized 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) 381 382 .12 Subcontractors' and agents' payment certificates; .13 Canceled checks (payroll and vendors): .14 Job cost reports. including monthly totals: .15 Job payroll ledger; .16 Planned resource loading schedules and summaries: .17 General ledger; .18 Cash disbursements journal: for arbitrati n by the porton or entity administering the ar itratter eha?? constitute thz institution of legal or equitable proceedings ba -cd en the Claim .19 Financial statements for all years reflecting the operations on the Work. In addition, the Owner may require, if it deems it appropriate, additional financial statements for 3 years preceding execution of the Work; 15.1.2 The award rendered by the arbitrator er arbitrators shall be fir al, and judgment may be entered upon it in aoGordance with applicable law in any ceurt having jurisdiction thereof..20 Depreciation records on all company equipment whether these records are maintained by the company involved, its accountant. or others: 15.4.3 Thn foregci g agrccnacne to arbitrate and other agreements .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: 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) to arbitrate -„ ith add_ Ci_ai person er entity d1.-.1.5. e3n sentcd to.b . artier to the Agreement shall be ec:c:ca!!y .rorocabl _ac_ _ ._ s_ l :-- M - -f..22 All non -privileged documents which relate to each and every Claim together with all documents which support the amount of any adjustment in Contract Sum or Contract Time sought by each Claim: § 15 .4.4 CO elSO_!D TION OR JOIAIr1ER C A otbor arbitration to which it is a party previdcz that (1) the arbitration agreement governing the other arbitration 1') +h. and (3) t_"_o arbitrations employ materially c'—'lar rrc_edur-c-1 r1:ler and metbcds for selecting arbitratcr(f.)..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, equinment. 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. §15.1.1.2 Either party, at it: role di:__ _ti3n, may inclaie by joinder persons e entities substantially .... c!-. cd ._. » common questti-n of law or fact wh presence .., re aired if ceempletc reliof is to be aeocrzl din arbitration, pro-..idcd that the party sought to be joined c3:ic_nts. 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 �Fr't' a i aeb joinder. Consent to arbitration involving :epi ad itio a! Ccr:on or entity shall. not constitute consent to arbit-ation of any claim, dispute or other matter in question not described in the written comcnt 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. • SCDti3n 15.1, whothcr 15.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for conseauential damages arisina out of or relatina to this Contract. This mutual waiver includes: 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: 43 (3B9ADA2B) 383 384 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 t -Owner and C ::tractor under .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there. for losses of financing. business and reputation. and for loss of profit except anticipated profit arising directly from the Work. PAGE 48 this Agrecmcnt."l his mutual waiver is applicable. without limitation. to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.6 shall be deemed to preclude an award of liquidated damages. when applicable. in accordance with the requirements of the Contract Documents. Additions and Deletions Report for AIA 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.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: (3B9ADA2B) 385 386 AIA Document A133TM - 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 A133T' — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Init. 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) 387 Init. 388 Specified 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 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 severe 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) 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 A133T"' — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA",- Document IA`CDocument 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) 389 390 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.1.1Guaranteed" a4 u Total 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 Guaranteed .!'Taxi ::un Price. Maximum Allowable Construction Cost (MACC) and Total Contract Cost (TCC). As agreed by the Owner and Construction Manager, the Cucrc .tccd,..1car::u:r: Price Total Contract Cost is an amount that the Contract Sum shall not exceed. The Cc~tr t Sura ccnsi,ts of the Ccnctructic: Man gcr'c Fe_ rl": the acct of t`:e `."or'.:, c that term is defir:cd :.. =c'= c`t' i; greemert.Total Contract Cost consists of the MACC (includine the Construction Cost. Neeotiated Support Services. Subcontractor Bonds, and MACC Contineencv): the Fixed Fee: the Fixed Amount for Specified General Conditions work: and applicable Washincton State sales tax. § A.1.1.1 The Contract Sum 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 G: cr?�`tc_d-. xsmuni Pace. Total Contract Cost. Provided below is an itemized statement of the Guaranteed Ma':irr u.n Priee crganizc 7 h y trade tca ;ries allowances, c3ntingcacies, a:'craatcc, the Coactr:iction Manage! -'s Fcc, anu ot? or items that ec np ice the G auanteed 1t :n r Price.Total Contract Cost oreanized by its component parts: Specified General Conditions Maximum Allowable Construction Contract (MACC) Construction Total Negotiated SUDDOrt Services (NSS) Subcontractor Bonds MACC Continaencv e X% Additions and Deletions Report for AIA Document Al 33'" — 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: (1484219205) 391 392 GC/CM Fixed Fee % (Fee is not allowed on the Specified General Conditions. or Preconstruction Allowance) TOTAL CONTRACT COST (Excluding WSST) S A.1.1.2.1 The Preconstruction Services NTE Limit, as previously agreed to by the parties. is: :.,t .,.,.,..,! l .>....z........ �.� § A.1.1.3 The Guarant_ca faximum Pric - 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: PAGE 2 § A.1.1.4 Allowances included in the Cuarut:t-cd :1a -irrum cc, Total Contract Costif any: § A.1.1.5 Assumptions, if any, on which the C=antezzl `.`a:<ir Price Total Contract Cost is based: § A.1.1.6 The Guara-t c_t P •--- ufo-hfvtttv,.i_a C.e--aeccnt..> ,..,.J other Con.l.t.cns .f trc Contract: Total Contract Cost is based upon the following General Conditions: AIA Document A201 - 2007. General Conditions of the Contract for Construction, as modified Document Title bate Page, § A.1.1.7 The Price Total Contract Cost is based upon the following Specifications: § A.1.1.8 The r,r__-_. n_;-- Total Contract Cost is based upon the following Drawings: § A.1.1.9 The Total Contract Cost is based upon the following other documents and information: PAGE 3 § A.2.1 The a.>.. nota, Jo.ccf Su�sta tip Cc -lot on :bl sh:d by t -is riicadmzr.t:Substantial Completion Dates The reauired date for Substantial Completion established by this Amendment: S A.2.2 Physical Completion Dates The reauired date for Physical Completion established by this Amendment: S A.2.3 Final Completion Dates The reauired date for Final Completion established by this Amendment: Additions and Deletions Report for 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: (1484219205) S A.2.4 Construction Schedule Construction Manaeer's Construction Schedule, current as of the date of this Guaranteed Maximum Price Amendment, is attached. ARTICLE A.3 Key Personnel The followine named key personnel shall remain assigned for the duration of the Project unless otherwise agreed to in writing by Owner: Project Manaeer: Project Superintendent: Project Engineer: 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 Al/0 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 3 distribution of this AIA 5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by 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. 393 User Notes: (1484219205) 394 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' — 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) 395 396 City of Tukwila City Council Public Safety Committee PUBLIC SAFETY COMMITTEE Meeting Minutes March 5, 2018 - 5:30 p.m. - Hazelnut Conference Room, City Hall Councilmembers: Kathy Hougardy, Chair; Dennis Robertson, Thomas McLeod Staff: David Cline, Trish Kinlow, Bruce Linton, Jay Wittwer, Laurel Humphrey Guests: Justine Kim, D.J. Baxter, Ethan Bernau, Shiels Obletz Johnsen; Steve Goldblatt, Program Management Quality Assurance Consultant CALL TO ORDER: Chair Hougardy called the meeting to order at 5:30 p.m. I. ANNOUNCEMENT II. BUSINESS AGENDA A. Contract: General Contractor/Construction Management for Justice Center Staff is seeking Council approval of a contract with BNBuilders, Inc. in an amount not to exceed *$240,000.00 for preconstruction services for the Justice Center project in the Public Safety Plan. BNBuilders was selected from seven proposals and three interviews due to its strengths and qualifications, including its successful delivery of a similar project at the University of Washington. The Council's Program Management Quality Assurance (PMQA) consultant was involved in the selection process and also recommends approval of the contract. In this phase, BNBuilders will review drawings and specifications to advise and make recommendations on construction feasibility. Pre -construction also includes estimating, value engineering, scheduling, identification and organization of subcontract packages, procurement strategies, and labor and material condition analysis. Councilmember Robertson asked when the next decision point will be after pre -construction services are complete. Ms. Kim responded that will come at 90% completion of the construction documents phase, approximately a year from now. Due to the cancellation of the March 12, 2018 Committee of the Whole for lack of quorum, this item will be discussed at the March 19 Regular Meeting. Chair Hougardy requested that staff provide the documents to the full Council via email to provide adequate review time. UNANIMOUS APPROVAL. FORWARD TO MARCH 19, 2018 REGULAR MEETING. B. Public Safety Plan Due Diligence Contracts Staff is seeking Council approval to amend the due diligence contracts associated with the Public Safety Plan project properties, which were executed in 2017 to provide geotechnical, environmental, and surveying services. Because there are often unknowns associated with these services, new information and/or additional work has been discovered for each contract as outlined in the memo. The requested amendments plus contingencies total $57,325.00. Councilmember McLeod asked what the consequence would be for not approving the revised scopes of work, and Mr. Baxter replied that the City would be purchasing properties with incomplete information that could result in higher costs later. Councilmember Robertson 397 398 City of Tukwila Allan Ekberg, Mayor Mayor's Office - David Cline, City Administrator The City of opportunity, the community of choice TO: Mayor Ekberg Councilmembers FROM: David Cline, City Administrator DATE: March 14, 2018 SUBJECT: Report for March 19, 2018 Regular Council Meeting The City Administrator Report is meant to provide the Council, staff and community an update on the activities of the City and on issues that concern Tukwila. Please let me know if you have any questions or need additional information about any of the following items. I. Intergovernmental Update • WSDOT Commute Trip Reduction Workshop: Transportation Demand Management staff attended the WSDOT CTR Board Transportation Workshop on February 23 to help identify concepts/flexibility options for the 2019-2023 CTR Strategic Plan. • Kinq County Metro's Communication and Strategy Meeting: Transportation Demand Management (TDM) staff attended King County Metro's Communication and Strategy Meeting on February 28 to kick off the second phase of Metro's Just One Trip campaign. TDM staff received Regional Mobility Grant funding from King County Metro to implement trip reduction programs at employment centers in south King County as part of this campaign. • Tukwila School District Taking Stock: The Tukwila School District is undertaking a strategic planning process, Taking Stock, and has invited members of the community to participate. Mayor Ekberg and Community Engagement Manager Mia Navarro attended meetings the week of March 5 as part of this effort. This is a continuation of the work the School District began in December and will continue throughout the Spring. The Schlechty Center is facilitating the strategic planning process, and the end product will be a vision, mission, and strategic goals document. • Port of Seattle Round Table: On March 6 Mayor Ekberg and City Administrator David Cline attended the Port of Seattle Round Table at SeaTac Airport with Port Commissioner's Fred Felleman and Peter Steinbrueck and the Port's new Executive Director, Stephen Metruck. • Regional Gang Violence Forum: On March 7 Mayor Ekberg, Chief Linton and Deputy Chief Mitchell attended a Regional Gang Violence Forum hosted by the City of Kent. • Kinq County City Managers/City Administrators Meeting: On March 7 City Administrator David Cline hosted the King County City Managers/City Administrators meeting at the Tukwila Community Center. At the meeting AWC provided a legislative update, representatives from King County provided an update on the Puget Sound Tukwila City Hall • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov 399 City Administrator's Report March 14, 2018 Page 2 Emergency Radio Network (PSERN), discussion took place about WCMA/ICMA Summer Internship and the Women's Leadership Academy and Sound Cities Association provided an update. • Economic Forecast Conference: On March 8 Councilmembers Hougardy, Idan, Kruller, McLeod and Robertson, City Administrator David Cline and Economic Development Administrator Derek Speck attended the Economic Forecast Conference hosted by the Economic Development Council of Seattle and King County. • Hopelink's South King County Mobility Coalition Meeting: Transportation Demand Management (TDM) staff attended Hopelink's South King County Mobility Coalition meeting on March 8 at the King County Housing Authority offices in Tukwila. Attendees provided updates on community transportation programs and resources, and Hopelink and TDM staff provided an update on the South King County Mobility Assessment Report. II. Community Events • TPD Community Academy: The Tukwila Police Department Community Academy started on March 7. There were 19 people that registered. It was a great turn out, and a very diverse group of attendees. Officers from the department are the instructors. The topics covered in the first session included the department's recruiting/hiring process, training and social media, body cameras, police equipment. • Coffee with a Cop: Community Liaison Officer Valdez and Commander Boyd attended Coffee with A Cop on March 10 at the Starbucks on Southcenter Blvd. Officer Valdez and Commander Boyd met with residents and answered questions about the police department. • The Pacific Northwest Numismatic Association 69th Annual Coin Show: The Pacific Northwest Numismatic Association is hosting their 69th annual coin show at the Tukwila Community Center from March 16-18. Over 85 vendors will be attending. The show is open to the public. III. Staff Updates Public Safety • Regional Training: Boat Instructor Firefighter Merle Brooks has been the lead for county wide training of fire departments in the region during the first week in March. • Neighborhood Meeting: The Community Police Team detectives attended a neighborhood meeting for residents near S 144th St and 34th Ave S. The meeting covered several issues from potential break-ins to parking complaints. Project Updates • TUC Pedestrian/Bicycle Bridge: Estimated Completion: April 2018 Handrail materials are expected to be delivered to the job site by the end of March 2018. • 42nd Ave Phase III: Estimated Completion: Fall 2018 Contractor continues installing underground electrical and communications facilities for the overhead to underground utility conversion from SR -518 to S 160th St. The joint utility trench for communications utilities is continuing to progress up the hill. Gilliam 400 Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov City Administrator's Report March 14, 2018 Page 3 Creek Culvert crews have completed the next phase of stream bypass and are moving forward on excavation of the north culvert footing. Placement of the north footing is currently scheduled to be complete next week. • Major Maintenance on 3 Bridges: Estimated Completion: April 2018 o Grady Way Bridge: Contractor is waiting for steel to be fabricated so it can be placed on the columns. o Frank Zepp Bridge (S 180th): Contractor continues to work on painting the underside of the bridge and work on the plan to lift the bridge and replace the bearing pads. There will be one additional weekend closure of the bridge towards the end of April. o Beacon Avenue Bridge: Work is substantially complete. • 53rd Ave S: Estimated Completion: June 2019 There is a pre -construction meeting scheduled for March 15. Puget Sound Energy is currently relocating some of their utilities. • Strander Blvd Ext Phase 3: Consultant is currently working towards a 30% design submittal. After this is received we will submit an update to the approved environmental documents (NEPA). Staff is compiling a grant application to the Puget Sound Regional Council (PSRC) for $4.8 million for construction. • Boeing Access Rd over Airport Way Bridge: The Transportation and Infrastructure Committee approved the acceptance of the $2.9 million in grant funding. Staff has submitted this project to the PSRC's State Transportation Improvement Project (STIP) list and once the project is accepted on the STIP the City will move forward with federal funding allocation and advertisement for design consultant services • FEMA Flood Map Update: Draft FEMA Flood Insurance Rate Maps are now available for public comment. FEMA is hosting a public open house at the Kent City Hall on March 21. A notice is being mailed to affected properties within Tukwila about these revisions and Tukwila staff will attend the meeting to assist Tukwila property owners with questions. • Interurban Hotel: The Interurban Hotel property is in the final processes for fire safety inspections. Boards and Commissions Vacancies are currently being advertised on the City's website, on Channel 21, in the Tukwila Reporter, through social media and outreach to local schools. • Arts Commission: Vacant Position: Position #2 Resident. • Civil Service Commission: Vacant Position: Position #2 Resident. • Community -Oriented Policing Citizens Advisory Board: Vacant Positions: Position #5 Resident and Student Representative. • Equity & Social Justice Commission: Vacant Positions: Position #2 Education Representative and Student Representative. • Human Services Advisory Board: Vacant Positions: Position #4 Resident and Position #6 Business Representative. One application received. • Landmark Commission: No vacancies. • Library Advisory Board: Vacant Positions: Position #7 Resident and Student Representative. Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov 401 City Administrator's Report March 14, 2018 Page 4 • Lodging Tax Advisory Committee: Vacant Positions: Position #4 and #5 Business Collecting Tax. • Park Commission: Vacant Positions: Position #2 and Position #4 Residents and Student Representative. One application received. • Planning Commission: No vacancies. IV. Resaonses to Council/Citizen Inquiries Date of Inquiry Inquiry Response March 5 Council President Seal would like Staff will follow up with information on Council the Council or the Community abatement cases at an upcoming CDN Meeting Development and Neighborhoods Committee meeting. Committee to receive a report on long-term or "problem" code enforcement cases, as Councilmembers are frequently asked about these properties. March 5 Councilmember Kruller inquired The final version of the state budget Council about the status of City financial includes a state match of $300,000 which Meeting support for the SeaTac Airport may not be spent unless $300,000 in Study budget proviso currently in local matching funds is transferred to the the legislature. department. Administration is meeting with the City of SeaTac on March 29 and will request clarification on this issue. An update will be scheduled for a Transportation and Infrastructure Committee meeting in April. 402 Phone: 206-433-1800 • Email: Mayor@TukwilaWA.gov • Website: TukwilaWA.gov March 14, 2018 TO: Tukwila City Council FROM: Steve Goldblatt PMQA Consultant RE: Public Safety Plan March update The Council now has a clear understanding of the Plan's significant budget stress. The Fi- nance Committee and City staff are addressing the challenge, while the Project Executive Team has had another productive month on all fronts. Timely due diligence, access, and property acquisitions are key to maintaining the Plan's momentum. FIRE STATIONS • Site acquisition Depending on due diligence and a Phase 2 report, the Council should expect final pric- ing and closed transactions for Fire Station 54's properties in May. • Station 51 design development Per Council consensus 12 February to move forward from schematic design, Weinstein AU has begun Station 51's design development phase. Stations' budget With input from GC/CM Lydig Construction, Station 51's schematic design estimate of $12.5 million was the first "real" number presented to Council 12 February. The pro- ject team is working on understanding Station 51's schematic design estimate and its implications on the other two station budgets, specifically adjusted to the final sites. At this point, the overage is expected to total $20.5 million for all three stations. • Sustainability features Due to the budget's stress, optional sustainability features have been put on hold. • GC/CM pre -construction services Lydig's next task is to develop a Station 51 design development estimate. Equity/diversity and local participation The City is considering piloting a program similar to the City of Seattle's: formalized in a Project Labor Agreement (PLA) and Community Workforce Agreement (CWA). The Council needs to weigh the cost and efficacy of a formal PLA/CWA approach in light of the City's new equity policy, your apprenticeship requirements (Resolution 1814), and the stations' budget stress. Lydig has a very good track record with disadvantaged business enterprise and apprenticeship utilization. On 19 March, Public Safety will continue discussing alternate approaches with staff, Lydig, and me. Council should ex- pect this topic on the 26 March COW agenda for discussion and possible action. 403 JUSTICE CENTER • Property acquisition Depending on due diligence and site access, the Council should expect final pricing and closed transactions for some of the Justice Center's properties in June or July. • Program estimate SOJ and DLR presented the Justice Center's program estimate to the Council 2 January. This estimate is more uncertain than Fire Station 51's 2040 programming estimate due to unknown site development costs. The program estimate is roughly $38 million over the budget developed for the Plan's bond measure, and revenue strategies are being explored in the Finance Committee to address the shortfall. Schematic design DLR completed Justice Center programming and—with the Council's 2 January consen- sus to move forward—has begun schematic design. Schematic design will be com- pleted in April/May. An updated cost estimate with GC/CM input and results of site in- vestigations will be presented to the Council in late May. • GC/CM selection and pre -construction services The Justice Center's GC/CM solicitation and selection process began in December. Seven firms submitted proposals 17 January, three finalists were interviewed 31 Janu- ary, and they submitted final proposals 2 February for selection of the highest -scoring firm that day. A pre -construction contract with BNBuilders was recommended by Pub- lic Safety 5 March for consideration by Council 19 March. CONSOLIDATED SHOPS • Property acquisition Depending on due diligence and site access, the Council should expect final pricing and closed transactions for the Shop's properties later this year. PROPERTY ACQUISITIONS • Due diligence On 20 November, Council approved contracts to conduct surveys, environmental re- views, and geotechnical analyses to prepare for property acquisitions. That work has been underway. As expected, soil contamination has been found on the first Justice Center parcel. On 5 March, Public Safety recommended amendments to all three con- tracts to allow necessary work to continue and to provide contingencies. The amend- ments will be presented for consideration by Council 19 March. PMQA update March 14, 2018 page 2 404 OTHER RESOURCES • Professional services The Project Executive Team is working through procurement of additional consultant resources for the Fire Stations and Justice Center; e.g., envelope consultant, archeolo- gist, environmental, testing, and inspections. Beginning with the envelope consultant 12 February, Council can expect to see more contracts for these services. PROGRAM SCHEDULE • Tight schedule The overall schedule remains very ambitious. With so many activities under way, there is little room for any missteps to meet the Plan's current milestones. The Project Exec- utive Team, City staff, and Council are doing as well as can be expected given all the new properties' access, due diligence, and acquisition challenges. PROGRAM BUDGET Financial gap Without a budgeted program contingency, there will be pressure on all program ele- ments' budgets for the life of the Plan. On 6 February, the Finance Committee began an intensive work plan to develop recommendations for full Council discussion in early April re the Plan's significant financial gap. At its 21 February and 6 March meetings, the Committee discussed staffs financial framework and revenue options in conjunc- tion with the development of the 2019-2020 biennial budget. At its 20 March meeting, the Committee will discuss potential cost implications of delaying any program ele- ment(s). Market conditions Like the Fire Stations, the Justice Center and Consolidated Shops budgets will need to be sensitive to tight construction market conditions and increasing property values. These external budget pressures will manifest themselves as property is procured and project estimates are refined. LEGEND 0 Meeting target Proceeding as planned. Caution advised Steps needed to meet target. Correction needed Steps needed to attempt recovery. 40 Not meeting target No recovery plan in place. PMQA update March 14, 2018 page 3 405 406 Upcoming Meetings & Events March 2018 19th (Monday) 20th (Tuesday) 21st (Wednesday) 22nd (Thursday) 23rd (Friday) 24th (Saturday) > Public Safety Cmte, 5:30 PM (Ha_-elnut Conference Room) ➢ City Council Regular Mtg., 7:00 PM (Council Chambers) > Finance Cmte, 5:30 PM (Ha=elnut Conference Room) ➢ Arts Commission, 5:00 PM (Community Center) Work Party at the Duwamish Shoreline 2:00 PM - 5:00 PM visit www.forterra.org/ events. > Planning Commission, Cancelled > King County Landmarks isComm 5:00 PM Sion, (Museum of Flight. Skyline Room 9404 East Marginal Way South) "Strike Out Hunger" event at ACME Bowl to benefit Tukwila Food Pantry. 10:00 AM to 12 NOON (100 Andover Park W.) For information e-mail StrikeOutHunger@ outlook.com 26th (Monday) 27th (Tuesday) 28th (Wednesday) 29th (Thursday) 30th (Friday) 31st (Saturday) > Transportation & Infrastructure Cmte., 5:30 PM (Foster Conference Room)For > City Council30 Committee of the Whole Mtg., 7:00 PM (Council Chambers) > Community Development & Neighborhoods Cmte., 5:30 PM (Ha=elnut Conference Room) ➢ Public Safety Plan Siting Advisory Cmte, 6:30 PM (Ha:elnut Conference Room) 71h Annual Career Day 12:30 - 3:30 PM (Foster High School - 4242 South 144th St.) Completed applications for the "Tukwila City of Opportunity" Scholarship must be postmarked no later than March Tukwila Int'l. Blvd. Action Cmte's Trash Pickup Day 9:00 10:00 AM location or information contact Sharon Mann 206-200-3616 January 9 thru April 19: Free income Tuesday/Thursday: Visit tax preparation assistance available at Tukwila Community 5:00 — 8:00 PM, Saturday: 10:00 AM — 2:00 PM www.uwkc.org/taxhelp or call 2-1-1. Center >Arts Commission: 3rd Wed., 5:00 PM, Tukwila Community Center. Contact Tracy Gallaway at 206-767-2305. ➢Civil Service Commission: 1st Mon., 5:00 PM, Human Resources Conf. Room. Contact Erika Eddins at 206-433-1816. Community Development and Neighborhoods Committee: 2nd & 4th Tues., 5:30 PM, Hazelnut Conf Room. Contact Laurel Humphrey at 206-433-8993. > COPCAB (Community Oriented Policing Citizens Adv. Board): 2nd Thurs., 6:30 PM, Duwamish Conference Room. Contact Chris Portman at 206-431-2197 >Finance Committee: 1st & 3rd Tues., 5:30 PM, Hazelnut Conf Room. Contact Laurel Humphrey at 206-433-8993. (A) Financing the Public Safety Plan. (B) Review of Compensation Policy for City Employees. >Human Services Advisory Brd: Community Services and Engagement Office. Contact Stacy Hansen at 206-433-7180. ➢ Library Advisory Board: 1st Tues., 5:30 PM, Community Center. Contact Kirstin May at 206-767-2331. > Park Commission: 2nd Wed., 5:30 PM, Community Center. Contact Robert Eaton at 206-767-2332. >Planning Commission/Board of Architectural Review: 4`h Thurs., 6:30 PM, Council Chambers at City Hall. Contact Wynetta Bivens at 206-431-3670. >Public Safety Committee: 1st & 3rd Mon., 5:30 PM, Hazelnut Conf Room. Contact Laurel Humphrey at 206-433-8993. (A) A resolution on Leasebacks as part of the Public Safety Plan. (B) A contract for topographical survey services for the Public Safety Plan. (C) Proposed policies regarding DBE (Disadvantaged Business Enterprise) and local hiring for the Public Safety Plan. >Tukwila Historical Society: 3rd Thurs., 7:00 PM, Tukwila Heritage & Cultural Center, 14475 59`h Avenue S. Contact Louise Jones -Brown at 206-244-4478. >Tukwila Int'I. Blvd. Action Cmte: 2nd Tues., 7:00 PM, Valley View Sewer District. Contact Chief Linton at 206-433-1815. 'Transportation and Infrastructure Committee: 2nd & 4th Mon., 5:30 PM, Foster Conf Room. Contact Laurel Humphrey at . 206-433-8993. 407 Tentative Agenda Schedule MONTH MEETING 1 - REGULAR MEETING 2 - C.O.W. MEETING 3 - REGULAR MEETING 4 - C.O.W. March 5 12 19 26 See agenda packet Public Hearing: cover sheet for Ordinances related to tree this week's agenda: regulations. March 19, 2018 Regular Meeting. Special Issues: -Ordinances (2) revising tree regulations and Zoning Code definitions. -A resolution for Foster Golf Links bridge naming. -Amendment to Interlocal Agreement with Valley View Sewer District for Valley View West Hill Sewer Transfer Area. 408