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 12:02:17 on 11/22/2015. AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015). Horry County Schools. South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd I PO Box 260005 Conway, SC 29528 District Office Phone 843,488,6700 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 New Carolina Forest Middle School (per Owner's Request for Proposals No. 1415-91) Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. PAGE 2 Per "Design Requirements" published for Solicitation No. 1415-91 and . Design-Builder's Proposal to Owner pursuant to Solicitation No, 1415-91 selected by the Horry County Board of Education on November 2, 2015. 3 Per "Design Requirements" published for Solicitation No, 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No 1415-9 selected by the Horry County Board of Education on November 2, 2015. 1. Per "Design Requirements" published for Solicitation No, 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No 1415-91 selected by the Horry County Board of Education on November 2, 2015., Additions and Deletions Report for AIA Document A141 TM -2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. M/ARNING: This AIA° Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AlAe 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 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale, (1970631282) User Notes: PAPR - 001200 1 Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 services, are as follows: for submith4g or applying tea . Number not used. Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: Per "Design Requirements" published for Solicitation No. 1415-91 SFL+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. PAGE 4 Additions and Deletions Report for AIA Document A141'5 — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: T iris AIA F Document is protected by U.S. Copyright Law and International Treaties. Unauthorised reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1970631282) User Notes: PAPR - 001201 ' 2 Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3) including all post-occupancy requirements published in the solicitation as amended by addenda, Ehis t name, a ddr ess an d other i n fo rm a tion . ) Executive Director of Facilities (or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Highway 50 Con way, SC 29526 843.488.6965 Owner may utilize third party project management which will also receive submittals. T o be determined by Owner. If retained, such consultants will be identified promptly.. Robbie Ferris, S.C. AR.6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 {--X ] Litigation in a court of competent 4sd4etiea Other. j urisdiction, nonjury before a circuit Judge in Horry County, SC. § 1,4.7 Owner. The Owner is the persen-ef-entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees, PAGE 6 Additions and Deletions Report for AlA Document A141" — 2014, Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA' Document is protected by U.3. Copyright Law and International Treaties. Unauthorised reproduction or distribution of this AIA ~' noCo neat, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximurn extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.02395B6208_1 which expires on 07/14/2D16, and is notfor resale. (1970631282) User Notes : PAPR - 001202 3 The Design-Builder may invoice the owner for $1 118 043. for its design work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. , , 2.1 number not used] Rate • r ti - r fr~srss. § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice, ATniouHtts-unpaid— -( (Insort rate of monthly or annual interest agreed upon.) The Owner will not pay interest on unpaid sums This is a specific waiver of requirements of S.C. Code Ann. S$ 29-6-30 and 29-6-50, Building Permit and Other Permits and Fees: No general building permit is required in accordance with § 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, permits ,and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5) days that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the project's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. Additions and Deletions Report for AIA Document A141 TI — 2014. Copyright ©2004 and 2014 by The American Institute of Architects, All rights reserved. WARNING: This AIA' Docementis 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 penealties, and will be prosecuted to the inaxi,num extent possible under the lava. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001203 4 PAGE 7 § 3.1.4 The Design-Builder shall be responsible to the Owner for eel=s-acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1,6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's school facilities. § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. 8n-a-men4h1y besis, enetherwise ^ ag °^a to by +> Owner ^ a r,o , rz.,;ta t' As stated in the Design Requirements, the reports, photographs of Work in rogress, p and Design-Builder shall submit written progress other data to the Owner electronically, or through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: a v,t e.. a. a Des:,, 4de1 .12 Additional information as agreed to b., t designated by the Owner through its project management software data requirements. § 3.1.8.2 In xim-m-Priee4he-Dcsign Builder shall inede4hethllewmg-ad4#ien4-trannti-en-an its progress reports: ee repent; Design Bui'da , rq °pow ,znu ts o , panted east estimate—addition to the requirements of § 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. ^^t ,^l ees Design-Builder § 3.1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright 02004 and 2014 by The American Institute of Architects, All rights reserved. WARNING; This Al-A" Document is protected by 1.1.5, 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 maxlnwm extent possible under the law. This document was produced by ALA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001204 5 PAGE 10 [Numbers §4.2 & §4,3 intentionally not used] _ • r r. • .flRS'iS!!~ • 7 Cato P l an ; as~ rcvPrmr~ b D ' Additions and Deletions Report for AIA Document A141 " — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WAIthIING: This AIA°i Document is protected by US, 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 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1970631282) User Notes: PAPR - 001205 6 4.4 Design Builder's Construction Proposal §4.4.1 a, The Design-Builder's Construction Proposal shall include the following: 1 A list of the Preli : ^^ ' Desig^ documents and other information, including the Design-Builder's 1,4 ,.^t: prig.. and de.,:^a:,..,^ f,,.,., th e n.,..., er 's r,r :t ri original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the ~m~ LYn'a ~ YYV b Design-Builder's Proposal is based; The proposed Contract Sum, including the compensation s ethed ^nd, if ba ed „p .2 n tL C„&t e`+"° b .3 ; method; The proposed date the Design-Builder shall achieve Substantial, Gemp4etien •, Completion ; .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the permitting and approval process for this work. hy .,-., Maintenance of Record Draw ings: The Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor'-s-Quality Control-Program.-The-Contractor shall institute and maintain__thr-oughoutthecontract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents including any changes at all times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). , , Cornpliaiece with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation the f ollowing: A. Title VII of the Civil Rights Act of 1964, as maybe amended. B Age Discrimination in Employment Act of 1964, as may be amended. C Title I of the Americans Disabilities Act of 1990, as may be amended. D. Equal Pay Act of 1963, as maybe amended. Additions and Deletions Report for AIA Document A141 TM — 2014. Copyright P2004 and 2014 by The American Insttute of Architects. All rights reserved. WARNII.IG: This Al, 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 12:02:17 on 11122/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: - (1970631282) PAPR - 001206 7 E. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as maybe amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion , color , sex, age, handicap , or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is • an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this -paragraph in every subcontract or purchase agreement of more than $10,000. Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Key Staff — Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager to the project and identified in Exhibit A. The Project Manager shall secure the materials of proper _q uality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work , and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without approval of the District. Project Key Staff -- Worksite Superintendent(s): The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other dudes however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent or the duties or status of same during the course of the project without approval of the District. The Worksite Superintendent(s) shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: The Project Manager and Worksite Superintendent(s) are representatives of the Design Builder and communications given to them , either orally or in writing, shall be as binding as if given to the Principal of the Design Builder. § 5.5.1 Unless otherwise provided in the Design-Build Docu ments, th e D esig n-B u ilder shall secu re and pay for the > u ildin g hermit as w ell ^s any e t e -permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. PAGE 13 § 5.7,2 If the Design-Builder changes-desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the Additions and Deletions Report for AIA Document A141 T'^ — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA'' Document is protected b y U,S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis 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 1202:17 on 11(22/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001207 8 proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection, § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. if the rejected p°rs a er ,b r The-In addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.114.3 The Design-Builder shall reimburse the Owner and other contractor(s) for costs the Owner i -th ar`e and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities Week-or defective construction. .1 • l nitio dd nal-costs-ef-peofessional seeeiees;.Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify with appropriate supporting data. direct costs attributable to the change. Direct costs attributable to the change in work shall be limited to the following: A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping, handling, fabricating, sales tax (8% required in Horry County and 9% within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract. time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existing work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any additional contract time or laborers shall be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. b stem na erke•°' e cation i e)C. Costs of fringe benefits for additional direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by O • w Additions and Deletions Report for AIA Document A141 - - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. VhARNING: 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 documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1970631282) PAPR - 001208 the Contractor or any subcontractor affected-by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shall not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. eensttmed. E. Costs of permits or inspection fees directly attributable to the change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the. Contract Agreement. F. Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. The Contractor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue-of Means Construction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: Design n,,:' a °r e *' ° ^;A. Labor hours and fringe benefit costs of the worksite superintendent(s) when such. costs were included , or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove , to the satisfaction of the District , such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use rental, purchase or replacement of equipment generally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation hand tools, generators, cleaning equipment, scaffolding, signage, fencing, vehicles, fuel, and so forth. D Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, fo uipment and processes to the worksite by the Contractor's or subcontractor's own forces including parking, tolls, fines, meals per diem , hotel, living expenses, or other such costs t e Weer'-k aE. Costs attributable to expediting delivery of materials, equipment or processes including telephone calls ,facsimile transmissions. copying, employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office , home office or corporate office as well as office staffing. equipment and consumables, and so forth. G Costs for maintaining on-site facilities ,including work trailers ,telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers, attorneys, catering and so forth. I Catering or vending services, portable toilets, dumpsters, and so forth. J. Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the change in contract pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. Additions and Deletions Report for AIR Document A141' — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA7 Document, 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 12:02:17 on 11/22/2015 under Order No.02395862081 which expires on 07/14/2016, and is notfor resale. (1970631282) User Notes: PAPR - 001209 10 For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is C. allowable by the Contractor for administration of the sub-contract. A itienal ee ri ~ la rr of a: t!y att:?butar i + ti, e .,. be°12etainaQe° The District requires a retainage of three and one-half percent (3,5%) of the total contract price, as may be amended by any approved Change Order to be withheld from the Contractor's payments throughout the term of the Agreement and payable at the time of final payment after a) full completion of all work to be performed and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. Asa condition of the contract , no more than three and one-half percent (3,5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of timing during the contract is mandatory. The Contractor shall ,at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. a , § 7,1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written ne ee of cr e. f ree r ee'hanie' request, information necessary and relevant for the Design-Builder to ev ' t , _notices of project commencement and take other action to protect the integrity and exclusivity of the roiect payment bond(s) Jttiie § 7,2,4 The Owner shall cooperate with the Design-Builder in securing'"' -g-land development, zoning, and other permits, licenses and inspections. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Peepesal Th er ea fer tr e De sig n rode= may only request such evidence .if 1) the 0.wuer fails to make (. § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build 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 Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Additions and Deletions Report for AIA Document A141" — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U,S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AlA software at 12:D2:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1970631232) User Notes: PAPR - 001210 Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project (or defined component thereof) the ten-day period referenced herein is reduced to five (5) days during the 60 days prior to substantial completion as shown on the last schedule properly submitted under & 3.1.9. $ 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL, AND FINAL COMPLETION OF THE WORK. The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant. damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of proiect workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term: general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Owner. § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or delay in purchase of any proiect property or owner provided surveying and testing of such property); or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time extension request shall be in writing and submitted to the District with its Application for Payment. The approved extension of time shall be incorporated in the next Change Order. $ 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather , " and such time shall not be considered justification for an extension of time. If adverse weather days beyond the two (2) days anticipated are substantiated by written (NOAA) data indicating precipitation greater than ,10" occurred that day an extension of time will be allowed to the extent of one (1) full day of extended time for each full working day of adverse weather conditions .. If the preciTitation over .10" is so great that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. PAGE 22 Additions and Deletions Report for AIA Document A141 TM — 2014. Copyright © 2004 and 2014 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 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001211 12 § 9.3.1 At least ten--TWENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. _§ A.1.5.1.3 FOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.1.3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. PAGE 23 repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents, .7 § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. If-the Dent, Builder f ll. t o n,en;sh s h evid nee wi thin se''en day^ the Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see „ ethe...,.: se be r-ed by(,,..,.Contractor, to the payment of money to a Consultant or C e..t..ae te ' c , ep t iI1llUOtWIfl1P1fliUfluI 1 "it ■ ■ _ § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare a nd sub" t to tti e Owner submit to the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final paymetFaiLure to include an item on such list does not alter the responsibility of the Design-Builder. to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner, In such case, the ct Substanti-al tief by t" Owner t„ dote Design-Builder shall then submit a request for another glen-review of the Work by the Owner. Additions and Deletions Report for AIA Document A141°' —2014. Copyright O 2004 and 2014 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 ofthis 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 12:02:17 on 11/22/2015 under Order No.0239586208_t which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001212 13 § 9.5.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will the-Owner ,...•,..,..,>,...,, obtain for the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build 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. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly i-nspeet review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. PAGE 25 .2 .3 .4 failure of the Work to comply with the requirements of the Design-Build Documents; € terms of special warranties required by the Design-Build rtsDocuments post-occupancy services to be provided by or through the Design-Builder. PAGE 27 § 11.2,1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the.Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within ? e- r a r t -4ate of the three-year duration of the Desist Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 The-one-yeas-This year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. -yeas-This period for correction of Work shall not be extended by corrective Work performed by § 11.2.2.3 q4i the Design-Builder pursuant to this Section 11.2. Additions and Deletions Report for AIA Document A141 T 1 —2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WART/INC: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorised reproduction or rlistribution of this AIA oocument, or any portion of It may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07114/2016, and is notfor resale. (1970631282) User Notes: - PAPR - 001213 14 § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the eneyear two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the 'Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconfotming Work may only be evidenced by written agreement specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction .or implication. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service sole lyaftd exelasi ely for purposes of constructing, using, b maintaining, altering and adding to the Project. . The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service ol e,y and exclusi ely- for use in performing services or construction for the .b Project. ~ 1.2.3.1 PROTOTYPE The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Any architect receiving the original plans from the Owner must first acknowledge and accept full responsibility for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architect(s) for other Projects, then the original Architect, if not retained for the other project(s) shall be relieved of any liabilities arising out of the other Project(s) and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3,1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason ether-tha the defa ult of the Own or in the event the DesignBuilder's , to obtain a limited, irrevocable and non-exclusive license ele y a nd exeluskeeiy- for purposes of constructing, using, maintaining, altering and adding to the Project, preyi.ded that-the- Qwn.etr-(4)-agees-4e-pay-1e--the-At'ehlteet - subject to South Carolina regulations and policies concerning successor design professionals... § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The Owner to `he en4eet Additions and Deletions Report for AIA Document A141 " — 2014. Copyright © 2004 and 2014 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 he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/2212015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes : PAPR - 001214 1 5 h.eeti T° terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. . 1 § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to inatio~ togeth with Reh burs^ bl e E pease `end °termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greaterthan the compensation set forth in Section 2,1. ter PAGE 30 § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and prefiprofit on that executed Work, and costs incurred by reason of such ti-en ,and damage termination. termi § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the r emtraet Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. PAGE 31 § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive h Yeasonable head and payment for Work executed, and costs incurred by reason of such ter xa ^^ ^long w4h termination. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder 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 binding dispute resolution method selected in Section 1.3, within the time period specified by applicable lay,', but in any case not more-than tO years aftcr the date of Substantial Completion F ..:a,4w;^8 ~,,.'. PAGE 32 .2 damages incurred by the Design-Builder 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 Werk, Work and otherwise available under this Agreement. Additions and Deletions Report for AIA Document A141 " - 2014. Copyright ©2004 and 2014 by The American Institute of Architects. Al! rights reserved. wARNINc: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this A[e Oocumenf, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/1412016, and is notfor resale. (1970631282) User Notes: PAPR - 001215 16 PAGE 33 § 14.3.2 The parties shall endeavor to resolve their Claims by , mediation. `t .T The , b 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. b Y. . Additions and Deletions Report for AIA Document A141--2014. Copyright ©2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'° Document is protected by U.S. Copyright Law and International Treaties. tluauthorized reproduction or distribution of this AlA'n Docurent, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001216 17 4IJPiIiIiPlI& The Contract shall be governed by the law of the place where the Project is '^^^+^a .. e + + if r ve Semi & l-44.located. PAGE 34 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaging functionality of BIM and/or project he parties for the project. management software used by the PAGE 35 Conduct of the Design-Builder's Principals, Employees, Agents and Representatives The safety and security of District staff , students and the general public are of utmost priority to the District To that end, the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees, agents or representatives , or subcontractors of the Design-Builder , including all Design Consultants, to the following: A. No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B No fraternizing with ,threats to , or use of abusive or profane language in the presence of students, parents, visitors, or. District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property, No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Design-Builder's Principals, employees agents and representatives ,and subcontractors , performing work on District property and contractually require the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children , or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal background checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the District's legal counsel immediately-upon request Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the design of the Project among the Design Builder ' s promotional and professional materials. The D e s i g n B u ii d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and D e s i g n B u i l d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written copy rior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement. Additions and Deletions Report for AIA Document A141 T1A — 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. VVARNII'iG: This AIAr' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale 18 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 documentwas produced by AlA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1970631282) User Notes: PAPR - 001217 Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-free programs shall conform to Title 44, Chapter 107, $ 44-107-10 through & 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any Design Consultants performing services under the Architect's direction. The Office of General Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architect's records related to any Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Department of Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor ,Federal Highway Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and egress to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: The Iran Divestment Act List is a list published by the [Stated Board pursuant to Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: http://procuremeat.sc.gov/PS/PS-irandivestinent.phtm(.) Consistent with Section 11-57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter into a subcontract, that person is on the then-current version of the Iran Divestment Act List Im migrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify program and verify the status of new employees within three business days, using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. Additions and Deletions Report for AIA Document A141 TM —2014. Copyright © 2004 and 2014 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 airy portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001218 19 Sc IG 'TON LAW. S.C. Code & 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will comply with the requirements of S.C. Code $ 8-14-10 et seq. and agrees to provide to the Owner any documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. PAGE 37 . 4 nrn n eeu nt MIIM 7n7n c.,H;L :+r C„ + 10 v. :o + ; F lo+o t eempteted -ea'--tlae-f&l4e4wgt -Owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91, Joe Defeo ,Chair of the Board of Education Robert Ferris, Authorized Member Additions and Deletions Report for AIA Document A141" —2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA ` Documentis protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this Alf" Uoc:rmsnt, or any portion of it, may result in severe civil and criminil penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001219 20 Certification of Document's uthen `c `ii A/A® Document D401 TM —2003 , hereby certify, to the best of my knowledge, information and I, belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 12:02:17 on 11/22/2015 under Order No, 0239586208 1 from AIA Contract Documents software and that in preparing the attached fmal document I made no changes to the original text of AIA ® Document A14lTM — 2014, Standard Form of Agreement Between Owner and Design-Builder, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Tigned) (Title) (Dated) AIA Document 0401 TM —2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` r 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 documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.02395862081 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 001220 iE 'h/ i ak Insurancee ;nd and Bonds for the following PROJECT: (Name and location or address) ADDITIONS AND DELETIONS: New Carolina Forest Middle School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) THE OWNER: (Name, legal status and address) l lorry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd.. Conway, SC 29521i THE DESIGN-BUILDER: (Name, legal status and address) F.IRSTFLOOR ENERGY POSITIVE LLC, 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. 333 Fayetteville St., Suite 225 Raleigh, NC 27601 THE AGREEMENT This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . (In words, indicate day, month and year.) ARTICLE B,1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B.2.1 and/or B.3.2.. ARTICLE B.2 DESIGN BUILDER'S INSURANCE AND BONDS Init. / ALA Document A141 "-2014 Exhibit B. Copyright © 2004 and 2014 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 ordistrihution 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 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 001221 § B.2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, The Design-Builder' shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 11.2.2.1 ofthe (Paragraphs deleted) Agreement. § B.2.1.1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 ) for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury; damages because of injury to or destruction of tangible property, and must contain the subcontractor .3 exception to the "your work" exclusion; bodily injury or property damage arising out of completed operations; and .4 contractual liability applicable to the Design-Builder's obligations under Section 3.1.14 of the .5 . Agreement. § B,2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 ) per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. § B.2,1.3 The Design-Builder may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections B.2,1,1 and B.2. L2. § B.2.1.4 Workers' Compensation at statutory limits. § B.2.1.5 Employers' Liability with policy limits as provided below: $100,000 per accident. § B.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 ) per claim and two million ($ 2,000,000 in the aggregate. (Paragraphs deleted) § B.2.1.8 The Design-Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article B.2. The Design-Builder shall provide such written notice within five (5) business days of the date the Design-Builder is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. § B.2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds onthe Design-Builder 's primary and excess_ insurance_ policies for Commercial General Liability, and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § B.2.1,10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1. snit. AIA Document A141 Tv — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AI' 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 16:09:04 on 11/21/2015 under Order No.0239586208I which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 001222 2 The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. § B.2.2 Performance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows: ('Specifji type and penal sun? of bonds.) Type A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's professional liability insurance, Penal Sum ($0.00) 100% of contract value. § B,2,2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds or shall permit a copy to be made, ARTICLE B.3 OWNER'S INSURANCE § B.3.1 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § B.3.2 Property Insurance § B.3.2.1.Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on South Carolina Insurance Reserve Form PD-23. Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. (Paragraph deleted) § B.3.2.1.2 If the insurance required under Section B.3.2.1 requires deductibles, the Owner shall pay costs not covered because of such deductibles. (Paragraph deleted) § B.3.2.1.4 Partial occupancy or use in accordance with Section 9.9 of the Agreement shall not commence until the insurance company or companies providing the insurance required under Section B.3.2.1 have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Design-Builder 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. § B3.2.2 Boiler and Machinery- Insurance. The-Owner shall purchase and maintain boiler and machinery insurance_in the form of S.C: Insurance Reserve Fund ("IRF") PD-01, PD-09, and PD-12. (Paragraphs deleted) § B.3.2.6 Before an exposure to loss may occur, the Owner shall file with the. Design-Builder a copy of each policy that includes insurance coverages required by this Section B.3.2. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. The Owner shall provide written notification to the Design-Builder of the cancellation or expiration of any insurance required by this Article B.3. The Owner shall provide such written notice within five (5) business days of the date the Owner is first aware of the [nit. AlA Document 4141 T" — 2014 Exhibit 8. Copyright © 2004 and 2014 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 ordistributic,n ofthis AIA 5 Document, or any portion of it, rrssy result In severe civil and erindnal penalties, and will be prosecuted to the inaximum extent possible under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 001223 cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. (Paragraph deleted) § B.3.2,8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section B,3,2.10. The Design-Builder shall pay the Architect, Consultants and Contractors their just shares of insurance proceeds received by the Design-Builder, and by appropriate agreements, written where legally required for validity, the Design-Builder shall require the Architect, Consultants and Contractors to make payments to their consultants and subcontractors in similar manner. § B.3.2,9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Design-Builder. 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 Design-Builder after notification of a Change in the Work in accordance with Article 6 of the Agreement. § 6.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. I In It. (Paragraphs deleted) AlA Document A141 rM — 2014 Exhibit B. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and Internat Ion aI Treaties. Unauthorized reproduction or distribution of th is AlA" Doc ument, or arty portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 001224 4 jr f,°`1 andfor TM AIA 0 Document A141 — 2014 Exhibit B 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 16:09:04 on 11/21/2015. New Carolina Forest Middle School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) Horn,' Co unty Sch ools, South Ca rolina, a pol itical sub div ision of the St at e of South Carolina. 335 Four Mi le Rd. Conway; SC 29528 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B.2.1 and/or B.3.2.. § B,2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or 'companies lawfully authorized to do business in the jurisdiction where the Project is located, The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in tip_ rent durati on i s Section 11.2.2.1 of the ^ m - t nl ..- a d f tated rWori ,. t ; tc the ,r . ~ ) Agreement. § B.2,1,1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 ) for each occurrence and five million ($ 5,000,000,00 ) in the aggregate providing coverage for claims including Additions and Deletions Report for AIA Document A141 " — 2014 Exhibit 6. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved . WARNING: This Ally" 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 he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1715753780) PAPR - 001225 .3 damages because of injury to or destruction of tangible prepeit-y; property, and must contain the subcontractor exception to the your work" exclusion; § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 ) per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. $100,000 per accident. § B.2.1,6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 ) per claim and two million ($ 2,000,000 ) in the aggregate. , ( -'[TIIT]CTC1ZaL' -tlrG nT[ PeF el 'an, ar i ~C$~ in hh eaggfegatB. - § B.2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on. the Design-Builder's primary and excess insurance policies for Commercial General Liability, Autemebi-le L iability aria Pelieti ei and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. . The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B,2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9,10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1. The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, ^ utemebi e r iabilit § B.2.1.10 Certificates of Insurance ,-and Automobile Liability. Information concerning reduction of coverage on account of revised limits, rid- ^' claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. PAGE 3 A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's 100% of contract value. Additions and Deletions Report for AIA Document A141 ' — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved . WARNING: This NIA Document in protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution or any portion pf it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible of this AIA under the law. This documentwas produced by AIA software at 16:09:04 on 11/21/2015 under Order .No.0239586208 1 which expires on 07/14/2016, and is not for resale. User Notes : (1715753780) PAPR - 001226 professional liability insurance, § B.3.2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the ivalent-pelis? -farm m the arrieunt L• u i lder '^ ==s k " al ,--ris t k" " Project is located, property insurance written on man ~ Con 1ee' aeeeadnee 4Th Beet - ~ ~g;~ ~ 9 8 e fth e A gfee n-eet. South Carolina Insurance Reserve Form PD-23. . Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11,2.2 of the Agreement. §.B.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery ins b> De ig Bui1 ° ^h a lt b e t^ and inss eds.insurance in the form of S.C. Insurance Reserve Fund ("IRF') PD-01, PD-09, and PD-12. Additions and Deletions Report for AIA Document A141 T^' — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING This AA` Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible of this AIA under the law, This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1715753780) PAPR - 001227 § B,3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. 4f4he-Ownet -an-d-Design--Bui1der4ave -seleeted--at'biti'saien-as Additions and Deletions Report for AIA Document AI41 TM — 2014 Exhibit B. Copyright ©2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'' Docurent 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 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 001228 From: Keith R. Powell Sunday, November 22, 2015 1:30 PM Sent: To: Subject: Robbie Ferris Re: CORRECTED E: RF revisions to checked draft 11 20 2015 Follow Up Flag: Flag Status: Follow up Flagged Red Category How about 3. I will need to make and print the 5 sets then drive to Conway Keith R. Powell Childs & Halligan, P.A, Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 1:28 PM, Robbie Ferris < RFerris@sfla.biz > wrote: Keith These look great... I am presenting at 4:00, would you like to meet before that to sign contracts. We could meet at 2:30 or 3:00 if you like... Robbie From: Keith R. Powell [ mailto:kpowell@childs-halligan.net ] Sent: Sunday, November 22, 2015 12:17 PM To: Robbie Ferris Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halllean.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute 1 PAPR - 001229 permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [ mailto:RFerris(&sfla.biz ] Sent: Saturday, November 21, 2015 7:10 PM To: Keith R. Powell Cc: Aaron Thomas ( athomasmetconus.com ); Michael Richter Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith, When you make these changes I need to send the final to the bonding company for their approval. Here are my comments. I just happened to find one item A.3.1.6 and A.3.1.7 that I thought were had agreed upon that was changed. if there are other substantial things that you changed please let me know where they are. Main Document The weather delays and anticipated weather language I sent you thins morning or something like that needs to be included. Most of our subs plan on working Saturday and or Sunday to get the work done. To not allow rain days if they fall on the weekend would be to defeat the purpose. Also we are told getting a rain day out of HCS with their current language takes a supreme court judge, seriously! We don't want to have to hire a scheduling expert and a lawyer every time it rains. The language needs to be simple, if it rains more than 2 days per month we get the extra days. As I see it were are saving HCS a lot of embarrassment by making this concession. They unnecessarily delayed the procurement process not us. I would rather not recount the delays because it would be unproductive at this point. We are taking risk here. What if we have a dry year? Regardless of the time extensions they should know we will do everything in our power to finish these jobs when they need them. We would not be able to withstand the political pressure of kids not have a school to attend even if we contractually had the time, Exhibit A ® A.1.5.1.3-exhibit f that you sent us from HCS says if we submit application for payment by the 25'd we get paid by the 15`h of the following month. The last blank is (30) days according to exhibit F ® A.2.2 May 1" goes here I think ® A.3.1.6- We need something like this, again, we don't need to argue about if our proposal complies with the conceptual design or any other project requirement. They accepted our proposal. ----The design builders proposal clarifies the design builders assumptions and clarifications. ® A.3.1.7- The design builders proposal has been determined by the owner to be an acceptable interpretation of the RFP and the project requirements. Front: Keith _R. Powell [mailto 'kpowell(dchilds- halligan.netl Sent: Saturday, November 21, 2015 4:14 PM To: Robbie Ferris Subject: CORRECTED E: RF revisions to checked draft 11_20_2015 Importance: High Forget prior. Here they are. Remote computer not as simple as being there. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 2 PAPR - 001230 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, 2015 4:13 PM To: 'Robbie Ferris' Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [maiIto:RFerrisCcbsfla,biz] Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" Subject: FW: RF revisions to checked draft 11_20_2015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 K3 PAPR - 001231 days over .10 and we would get an extension via change order for 3. <(5) days over 10" — (2) days expected in contract = (3) days extension> 2. 1 also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, 4 PAPR - 001232 From: Sent: To: Subject: Keith R. Powell Sunday, November 22, 2015 3:49 PM Robbie Ferris Re: CORRECTED E: RF revisions to checked draft 11_202015 Follow Up Flag: Follow up Flagged Flag Status: Red Category The board has to vote first at its meeting Monday night - he knows to not leave without signing Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www. child s-hall lea n.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 1:44 PM, Robbie Ferris wrote: Sounds good, will you contact the board chair to meet us, he could meet us at 3:30, that will give me a few minutes to double check all the allowances and contract amounts... From: Keith R. Powell [mailto:kpowell(n childs-halligan.net ] Sent: Sunday, November 22, 2015 1:30 PM To: Robbie Ferris Subject: Re: CORRECTED E: RF revisions to checked draft 11_202015 How about 3. I will need to make and print the 5 sets then drive to Conway Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 1:28 PM, Robbie Ferris wrote: 1 PAPR - 001233 Keith These look great... I am presenting at 4:00, would you like to meet before that to sign contracts. We could meet at 2:30 or 3:00 if you like... Robbie From: Keith R. Powell [mailto:kpowell©childs-halligan,net] Sent: Sunday, November 22, 2015 12:17 PM To: Robbie Ferris Subject: RE: CORRECTED E: RF revisions to checked draft 1120_2015 Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halliean.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nondisclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [mailto:RFerrisC fla,biz] Sent: Saturday, November 21, 2015 7:10 PM To: Keith R. Powell Cc: Aaron Thomas (athomas@metconus.com ); Michael Richter Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith, When you make these changes I need to send the final to the bonding company for their approval. Here are my comments. I just happened to find one item A.3.1.6 and A.3.1.7 that I thought were had agreed upon that was changed. If there are other substantial things that you changed please let me know where they are. Main Document ® _ The weather delays_ and anticipated weather language I sent you thins morning or something like that needs to be included. Most of our subs plan on working Saturday and or Sunday to get the work done. To not allow rain days if they fall on the weekend would be to defeat the purpose. Also we are told getting a rain day out of HCS with their current language takes a supreme court judge, seriously! We don't want to have to hire a scheduling expert and a lawyer every time it rains. The language needs to be simple , if it rains more than 2 days per month we get the extra days. As I see it were are saving HCS a lot of embarrassment by making this concession. They unnecessarily delayed the procurement process not us. I would rather not recount the delays because it would be unproductive at this point. We are taking risk here. What if we have a dry year? Regardless of the time extensions they should know we will do everything in our power to finish these jobs when they need them. We would z PAPR - 001234 not be able to withstand the political pressure of kids not have a school to attend even if we contractually had the time. Exhibit A ® A.1.5.1.3-exhibit f that you sent us from HCS says if we submit application for payment by the 25"d we get paid by the 15 ® th of the following month. The last blank is (30) days according to exhibit F 1st A.2.2 May goes here I think A.3.1,6- We need something like this, again, we don't need to argue about if our proposal complies with the conceptual design or any other project requirement. They accepted our proposal, ----- The design builders proposal clarifies the design builders assumptions and clarifications. A.3.1.7- The design builders proposal has been determined by the owner to be an acceptable interpretation of the RFP and the project requirements. From: Keith R. Powell [mailto:kpowell@childs-halli an.net Sent: Saturday, November 21, 2015 4:14 PM To: Robbie Ferris Subject: CORRECTED E: RF revisions to checked draft 11_20_2015 Importance: High Forget prior. Here they are. Remote computer not as simple as being there. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halliRan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nondisclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, To: 'Robbie Ferris' 2015 4:13 PM Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nondisclosable and protected by attorney-client privilege. If you have received this e-mail in 3 PAPR - 001235 error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris jmailto:RFerris©sfia.bizl Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11202015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" Subject: FW: RF revisions to checked draft 11202015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, 4 PAPR - 001236 Sheri L. Wainscott From: Sent: To: Cc: Subject: Attachments: Keith R. Powell Sunday, November 22, 2015 3:56 PM Robbie Ferris William F. Halligan Re: Horry County Schools-contracts image002.png Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category We will have to, see about that with the district. This is a significant change from what was published in the RFP and committed to in your comments. We issued an addendum on this because others did express concern and HCS arrived at a compromise that the bond would only be excess to the professional liability policies. In a design-build the HCS has one entity counterparty for design and build and wants both performed with security. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-hallican.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 3:24 PM, Robbie Ferris wrote: Keith, I am sorry but the bonding company just sent me these two items: They promised they have no other comments... o In the AIA 312 Performance Bond, please remove section 16.2; and replace with: "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract." o In Exhibit B, and more specifically in in B.2.2, please insert the following as was modified in the RFP: (they did not like what you had) "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract. 1 PAPR - 001237 Robert W, Ferris, AIA, REFP, LEED AP CEO/ President SfL+a Architects 333 Fayetteville Street, Suite 225 Raleigh, NC 27601 Cell: 919.610.2251 Fax: 919.573,6355 rferris®sfla.biz www.sfla.biz "I'd put my money on solar energy... I hope we don't have to wait till oil and coal run out before we tackle that." Thomas Edison, in conversation with Henry Ford and Harvey Firestone, March 1931. `A PAPR - 001238 Sherri La Wainscott Keith R. Powell Sunday, November 22, 2015 4:04 PM Robbie Ferris Re: CORRECTED E: RF revisions to checked draft 11_20_2015 From: Sent: To: Subject: Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Sure I would appreciate that because of all the variety Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halliRan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disciosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 4:02 PM, Robbie Ferris wrote: Ok , if possible, lets still meet at 3 so I can double check all amounts... From: Keith R. Powell [mai Ito: kpowell(&childs-haIligan.net ] Sent: Sunday, November 22, 2015 3:49 PM To: Robbie Ferris Subject: Re: CORRECTED E: RF revisions to checked draft 11_20_2015 The board has to vote first at its meeting Monday night - he knows to not leave without signing Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,cliilds-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 1:44 PM, Robbie Ferris wrote: I PAPR - 001239 Sounds good, will you contact the board chair to meet us, he could meet us at 3:30, that will give me a few minutes to double check all the allowances and contract amounts... From; Keith R. Powell [mailto:kpowell(&childs-halliclan.net ] Sent. Sunday, November 22, 2015 1:30 PM To: Robbie Ferris Subject: Re: CORRECTED E: RF revisions to checked draft 11202015 How about 3. I will need to make and print the 5 sets then drive to Conway Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nondisclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately, On Nov 22, 2015, at 1:28 PM, Robbie Ferris wrote: Keith These look great... I am presenting at 4:00, would you like to meet before that to sign contracts. We could meet at 2:30 or 3:00 if you like... Robbie From: Keith R. Powell [mailto: kpowell@childs-halligan.net] Sent: Sunday, November 22, 2015 12:17 PM Too Robbie Ferris Subject. RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material, If you receive this message in error, please notify us by telephone as listed above immediately. Q PAPR - 001240 From: Robbie Ferris [ mailto:RFerris© osfla.biz ] Sent: Saturday, November 21, 2015 7:10 PM To: Keith R. Powell Cc: Aaron Thomas ( athomas(&metconus,com ); Michael Richter Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith, When you make these changes I need to send the final to the bonding company for their approval. Here are my comments. I just happened to find one item A.3.1.6 and A.3.1.7 that I thought were had agreed upon that was changed. If there are other substantial things that you changed please let me know where they are. Main Document The weather delays and anticipated weather language I sent you thins morning or something like that needs to be included. Most of our subs plan on working Saturday and or Sunday to get the work done. To not allow rain days if they fall on the weekend would be to defeat the purpose. Also we are told getting a rain day out of HCS with their current language takes a supreme court judge, seriously! We don't want to have to hire a scheduling expert and a lawyer every time it rains, The language needs to be simple , if it rains more than 2 days per month we get the extra days, As I see it were are saving HCS a lot of embarrassment by making this concession. They unnecessarily delayed the procurement process not us. I would rather not recount the delays because it would be unproductive at this point. We are taking risk here. What if we have a dry year? Regardless of the time extensions they should know we will do everything in our power to finish these jobs when they need them. We would not be able to withstand the political pressure of kids not have a school to attend even if we contractually had the time. Exhibit A A.1.5.1.3-exhibit f that you sent us from HCS says if we submit application for payment by the 25 rd we get paid by the 15 t" of the following month. The last blank is (30) days according to exhibit F ® A.2.2 May 1 5t goes here I think A.3.1.6- We need something like this, again, we don't need to ---argue-about-if our-proposal-complies with .the conceptual design or any other project requirement. They accepted our proposal. - The design builders proposal clarifies the design builders assumptions and clarifications. A,3,1.7- The design builders proposal has been determined by the owner to be an acceptable interpretation of the REP and the project requirements. fltgjk oweIl@chiIds-haIliqan.net From: Keith R. Powell Sent: Saturday, November 21, 2015 4:14 PM To: Robbie Ferris 3 PAPR - 001241 Subject: CORRECTED E: RF revisions to checked draft 11_20_2015 Importance: High Forget prior. Here they are. Remote computer not as simple as being there. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, 2015 4:13 PM To: 'Robbie Ferris' Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris fmailto:RFerrisC©sfla.bizl Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: 4 PAPR - 001242 From: Aaron Thomas < athomas(@metconus.com > Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" < rferris@sfla.biz > Subject: FBI: RF revisions to checked draft 11_20_2015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example if we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, Aaron Thomas, MCM, LEE -AP President M etèon, Inc. 1 763 Comtech give PO Box 1149 Pembroke, NC 28372 I I office 910.521.3013 mobile 910.734,0537 email:athomos @ metconus.com website _I _linkedin I twi-tter _.I _ instao~rc~ l - 5 PAPR - 001243 From: Sent: To: Keith R. Powell Sunday, November 22, 2015 4:12 PM Robbie Ferris William F. Halligan Re: Horry County Schools-contracts Cc: Subject: Flag Status: Follow up Flagged Categories: Red Category Follow Up Flag: FYI It's not extra liability insurance- the bond is there to ensure that the surety will pay for somebody whose design will meet the SC standard of care if the DB fails to do so. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halliean.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 4:01 PM, Robbie Ferris wrote: I actually did not see this as different than what was already in exhibit B. I am not a lawyer or an insurance guy and am likely missing something. I have sent your comment to the bonding company, lets see what they say. From: Keith R. Powell [mailto:kkpowell@childs-halligan,net] Sent: Sunday, November 22, 2015 3:56 PM To: Robbie Ferris Cc: William F. Halligan Subject: Re: Horry County Schools-contracts We will have to see about that with the district. This is a significant change from what was published in the RFP and committed to in your comments. We issued an addendum on this because others did express concern and HCS arrived at a compromise that the bond would only be excess to the professional liability policies. In a design-build the HCS has one entity counterparty for design and build and wants both performed with security. Keith R. Powell Childs & Halligan, P.A, Columbia, South Carolina www.childs-halligan,com (803) 2S4-4035 1 PAPR - 001244 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 3:24 PM, Robbie Ferris wrote: Keith, I am sorry but the bonding company just sent me these two items: They promised they have no other comments... o In the AIA 312 Performance Bond, please remove section 16.2; and replace with: "in no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract." o In Exhibit B, and more specifically in in B.2.2, please insert the following as was modified in the RFP: (they did not like what you had) "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract. Robert W. Ferris, AIA, REFP, LEED AP CE0/President SfL+a Architects 333 Fayetteville Street, Suite 225 Raleigh, NC 27601 Cell: 919,610.2251 Fax: 919.573.6355 rferris@sfla.biz www.sfla.biz "I'd put-my-money on-solar-energy._._ I hope we don't have to wait till oil and coal run out before we tackle that." Thomas Edison, in conversation with Henry Ford and Harvey Firestone, March 1931. PAPR - 001245 From: Keith R. Powell Sent: To: Cc: Sunday, November 22, 2015 4:17 PM Robbie Ferris William F. Halligan Subject: Re: Horry County Schools-contracts Follow Up Flag: Follow up Flag Status: Flagged Categories : Red Category And On the payment bond it is to ensure that designers get paid so the district does not have to worry about that. VWR have seen this as an issue with civil engineering services around post occupancy storm water systems covenants to DHEC, for example. SC law allows design professionals payment bond protection so I want the payment bond to mirror the statute and not have HCS drawn into a disputed engineer payment - legally or politically. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE : This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 4:12 PM, Keith R. Powell < kpowell(~ childs-halligan.net > wrote: FYI Its not extra liability insurance - the bond is there to ensure that the surety will pay for somebody whose design will meet the SC standard of care if the DB fails to do so. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e- mail may contain information that is personal and confidential , non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine , copy or distribute the accompanying material . If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 4:01 PM, Robbie Ferris < RFerris@sfla.biz > wrote: 1 PAPR - 001246 I actually did not see this as different than what was already in exhibit B. I am not a lawyer or an insurance guy and am likely missing something. I have sent your comment to the bonding company, lets see what they say. From: Keith R. Powell [ mailto:kpowell(&childs-halIigan.net ] Sent: Sunday, November 22, 2015 3:56 PM To: Robbie Ferris Cc: William F. Halligan Subject: Re: Horry County Schools-contracts We will have to see about that with the district. This is a significant change from what was published in the RFP and committed to in your comments. We issued an addendum on this because others did express concern and HCS arrived at a compromise that the bond would only be excess to the professional liability policies. In a design-build the HCS has one entity counterparty for design and build and wants both performed with security. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nondisclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 3:24 PM, Robbie Ferris < RFerris(~ sfla.biz > wrote: Keith, I am sorry but the bonding company just sent me these two items: They promised they have no other comments... o In the AIA 312 Performance Bond, please remove section 16.2; and replace with: • "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract." o In Exhibit B, and more specifically in in B.2.2, please insert the following as was modified in the RFP: (they did not like what you had) "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, rA PAPR - 001247 architects or consultants in connection with this contract. Robert W. Ferris, AIA, REFP, LEES AP CEO/President SfL+a Architects 333 Fayetteville Street, Suite 225 Raleigh, NC 2.7601 Cell: 919.610.2251 Fax: 919.573.6355 rferris@sfla.biz www. sfla. biz "I'd put my money on solar energy... I hope we don't have to wait till oil and coal run out before we tackle that." Thomas Edison, in conversation with Henry Ford and Harvey Firestone, March 1931, 3 PAPR - 001248 Flag Status: Follow up Flagged Categories: Red Category Follow Up Flag: While we're there today can you give Robbie the info he will need to submit invoices? Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege, If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately, From: Robbie Ferris [ mailto:RFerris sfla.biz ] Sent: Sunday, November 22, 2015 6:23 PM To: Keith R. Powell Subject: FW: HCS - Revised Invoices Keith, These are the invoices I plan on submitting. Since the school folks are not talking to us until we get a contract can you tell me what we need to do to officially submit these? If they do wire transfers that is always best for us so we can pay people faster. We have included wire transfer instruction in case they are able to do wire transfers. Robbie From: Rick Green Sent: Sunday, November 22, 2015 6:14 PM To: Robbie Ferris Subject: HCS - Revised Invoices Here you go!! 1 I've also attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T. Richard A. Green Firstfloor Inc. 4400 Silas Creek Parkway, Ste. 200 Winston Salem, NC 27104 Office: (336) 794-2325 1 PAPR - 001249 Fax: (336) 768?7666 PAPR - 001250 INV! First'luc-r Energy [2siive LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO: Horry County Schools 335 Four Mile Rd Conway, SC 29528 FOR: Carolina Forest Middle School Please remit to Firstfloor Energy Positive, LLC, See attached wire instructions. PAPR - 001251 Fkstfloor Eemy Pisitive LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO: Horry County Schools 335 Four Mile Rd Conway, SC 29528 FOR. Myrtle Beach Middle School Please remit to 'Firstfloor Energy Positive, LLC. See attached wire instructions. Thank you for your business! PAPR - 001252 uy Firstfloor Energy L:osi1Ve LLC R, wa E. 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO FOR: Horry County Schools 335 Four Mile Rd Conway, SC 29528 Socastee Elementary School Please remit to Firstfloor Energy Positive, LLC. See attached wire instructions. Thank you for your business! PAPR - 001253 iriv Firstfloor Energy Positive LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO: FOR Horry County Schools 335 Four Mile Rd Conway, SC 29528 Socastee Middle School Please remit to Firstfloor Energy Positive, LLC. See attached wire instructions. Thank you for your business! PAPR - 001254 INVOICE Firstfloor Enerc (stive LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 To Horry County Schools 335 Four Mile Rd Conway, SC 29528 FOR St. James Intermediate School Please remit to Firstfloor Energy Positive, LLC, See attached wire instructions. Thank you for your business! PAPR - 001255 Bank Name: BB&T (Branch Banking & Trust Company) Bank Address: 434 Fayetteville Street Raleigh, NC 27601 Phone #: (919) 716-9000 Transit Routing#: 053101121 Bank Account#: 0005205033949 Account Address: Firstfloor Energy Positive LLC 4400 Silas Creek Parkway, Ste. 200 Winston Salem, NC 27104 Phone #: (336) 794-2325 Contact Name: Richard Green PAPR - 001256 Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan,com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From Robbie Ferris [ mailto:RFerris©sfla.biz ] Sent: Sunday, November 22, 2015 6:23 PM To: Keith R. Powell Subject: FW: HCS - Revised Invoices Keith, These are the invoices I plan on submitting. Since the school folks are not talking to us until we get a contract can you tell me what we need to do to officially submit these? If they do wire transfers that is always best for us so we can pay people faster. We have included wire transfer instruction in case they are able to do wire transfers. Robbie From: Rick Green Sent: Sunday, November 22, 2015 6:14 PM To: Robbie Ferris Subject: HCS - Revised Invoices Here you go l I I I've also attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T. 1 PAPR - 001257 PAPR - 001258 TM 2010 CONTRACTOR: (Name, legal status and address) SURETY: (Name, legal status and principal place of business) (( ))(( (( )? (( >)(( )) 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 available from the author and should be reviewed. )) OWNER: (Name, legal status and address) ((Holly Couun1tV School District, South Carolina—))((, Political Subdivision of'the State of South Carolina —» (< )> is CONSTRUCTION CONTRACT Date: « )> Amount: $ « >L Description: (Name and location) (} Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. BOND Date: (Not earlier than Construction Contract Date) Amount: $ « a Modifications to this Bond: I (LJ None CONTRACTOR AS PRINCIPAL (Corporate Seal) Company: SURETY Company: <(> See Section 18 (Corporate Seal) Signature: Signature: (< an » Name and Name and < ' » (( )> Title: Title: (Any additional signatures appear on the last page of this Payment Bond.) (FOR INFORMATION ONLY— Name, AGENT or BROKER: a )) «» a)) address and telephone) OWNER'S REPRESENTATIVE: (Architect, Engineer or other party:) (( .» «» a)) <( )) «» 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 A312 ° - 2010 Payment Bond, 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 draft was produced by AIA software at 12:40:33 on 11/06/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001259 g § I The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien orsuit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy .1 the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13), § 6 If a notice of non-payment required by Section 5.1 .1 is given by the Owner to the Contractor, that satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5,1.1. is sufficient to § 7 When a Claimant has satisfied the conditions of Sections 5,1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts, § 7.3 The Surety's failure to discharge its obligations under Section 7,1 or Section 72 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety, § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond, By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor Surety in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor under this Bond, subject to the Owner's priority to use the funds for the completion of the work. and AIA Document 5,312" - 2010 Payment Bond, 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 draft was produced by AIA software at 12:40:33 on 11/06/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001260 § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5,1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so famished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: the name of the Claimant; .1 the name of the person for whom the labor was done, or materials or equipment furnished; 2 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was .3 furnished for use in the performance of the Construction Contract; a brief description of the labor, materials or equipment furnished; .4 the date on which the Claimant last performed labor or last furnished materials or equipment for use .5 in the performance of the Construction Contract; the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of .6 the Claim; the total amount of previous payments received by the Claimant; and .7 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the .8 date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract,' architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien maybe asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. AIA Document A312 ° - 2010 Payment Bond. 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 draft was produced by AIA software at 12;40:33 on 11/06/2015 under Order No.02395B6208_1 which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: PAPR - 001261 § 16,4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor, § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page,) SURETY CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title: a >x< > Address: aa (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: a aa Address: AIA Document A312" - 2010 Payment Bond. The American Institute of Architects. All rights reserved. WARNING, This AIA' oocument is Document, or any protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA' portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. 124033 on 11/06/2015 under Order No.0239580208_1 which expires on 07/14/2016, and is not for at was produced by AIA software This draft resale. User Notes; (1030605778) PAPR - 001262 4 x R ., i SURETY: CONTRACTOR: (Name, legal status and address) (Name, legal status and principal place of business) (( ))« )) <( » ADDITIONS OWNER: (Name, legal status and address) I-lon'y- County Schools•D-ist4et, apolitical subdivision of the State of South Carolina.e- <<—>> CONSTRUCTION CONTRACT Date: (<'')) Amount: $ Description: (Name and location) I This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. BOND Date: (Not earlier than Construction Contract Date) < Amount: $ o a> Modifications to this Bond: 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. <` p None <m n < >m n Name and Title: Title: (Any additional signatures appear on the last page of this Performance Bond.) (FOR INFORMATION ONLY Name, address and telephone) OWNER'S REPRESENTATIVE: AGENT or BROKER: (Architect, Engineer or other party.) 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 A312 n - 2010 Performance Bond. 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 draft was produced by. AIA software at 142637 on 07/21/2015 under Order No,0233566208 ^1 which expires on 07/14/2016, and is not for resale. User Notes; (1280266606) PAPR - 001263 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference, § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner'?is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference, If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3,1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terminates the Construction Contractand_notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the' Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the 'surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: After investigation, determine the amount for which it may be liable to the Owner and, as soon as .1 practicable after the amount is determined, make payment to the Owner; or Deny liability in whole or in part and notify the Owner, citing the reasons for denial. .2 § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. AlA Document A312 ° - 2010 Performance Bond . 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 draft was produced by AIA software at 1426:37 on 07/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1280266606) User Notes : PAPR - 001264 § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract, Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond, § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that', are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may-must be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located-an d s hall bee stituted-witsrnw yeaars f.,;l ~ .,No,. +hoc , .o+<, , ofi,000 f th- Pa ,h r.... o, f ,.. ~ .:+., .,h Y: ,..,+;.,., ~ Lin d er +his B o na Whichever o s f,„•r+ rf rha „'a § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted hereftom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14,2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default . Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract, § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. AIA Document A312 ” - 2010 Performance Bond . The American Institute of Architects . All rights reserved. NARNING: 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 draft was produced by AIA software at 14:26:37 on 07/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1280266606) PAPR - 001265 § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 16 Modifications to this bond are as follows: 16.1.o Performance of the Construction Contract includes ost-occupancy obligations of the Contractor incorporated into the Construction Contract, 16.2 Performance of the Construction Contract includes performance of the responsibilities of the design professionals participating in the Design-Build Construction Contract. v (Space is provided below for additional signatures of addedparties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title Address: a »( v (Corporate Seal) SURETY Company: Signature: Name and Title: Address: (Corporate Seal) H »« >) AIA Document A312 ° - 2010 Performance Bond. The American Institute of Architects, All rights reserved. WARNIN0; This AIA' Document is protected by U.S. Copyright Law and International 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 draft was produced by AIA software at 1426:37 on 0'1/21/2015 under order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1280266606) PAPR - 001266 4 Importance: High Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Crap. I mean performance bond form. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Monday, November 23, 2015 11:16 AM To: 'Robbie Ferris' Subject: RE: HCS - Revised Invoices Hang on I need to get the current payment bond Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [mailto:RFerris@sfla.biz] Sent: Sunday, November 22, 2015 6:23 PM To: Keith R. Powell Subject: FW: HCS - Revised Invoices Keith, These are the invoices I plan on submitting. Since the school folks are not talking to us until we get a contract can you tell me what we need to do to officially submit these? If they do wire transfers that is always best for us so we can pay people faster. We have included wire transfer instruction in case they are able to do wire transfers. Robbie 1 PAPR - 001267 Fromm: Rick Green Sent: Sunday, November 22, 2015 6:14 PM To: Robbie Ferris Subject: HCS - Revised Invoices Here you go! H I've also attached the wire instructions to move funds into the Firstf l oor Energy Positive (HCS Team) account at BB&T. ~ PAPR - 001268 Subject: Keith R. Powell Monday, November 23, 2015 11:16 AM Robbie Ferris RE: HCS Revised Invoices Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category From: Sent: To: - Hang on I need to get the current payment bond Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [maiIto:RFerris@sfla.biz] Sent: Sunday, November 22, 2015 6:23 PM To: Keith R. Powell Subject: FW: HCS - Revised Invoices Keith, These are the invoices I plan on submitting. Since the school folks are not talking to us until we get a contract can you tell me what we need to do to officially submit these? If they do wire transfers that is always best for us so we can pay people faster. We have included wire transfer instruction in case they are able to do wire transfers. Robbie From: Rick Green Sent: Sunday, November 22, 2015 6:14 PM To: Robbie Ferris Subject: HCS - Revised Invoices Here you go!!! I've also attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T. I PAPR - 001269 Categories: Red Category Keith, I just realized that the contract says we have to pay our subcontractors all of their retainage as the work progresses but that we cannot bill for that retainage. That means we will have to front 3 1/2% of the contract which is millions of dollars Is that really your intent, is there anyway we can get that relaxed Sent from my iPhone > On Nov 18, 2015, at 3:08 PM, Keith R. Powell < kpowell(a)childs-halligan.net > wrote: > I'll tell you after this call I'm about to start > Keith R, Powell > Childs & Halligan, P.A. > Columbia, South Carolina > www.childs-halligan.com > (803) 254-4035 > NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. >> On Nov 18, 2015, at 3:06 PM, Robbie Ferris < RFerrisCcDsfIa.biz > wrote: >> Keith, >> How are you feeling about signing contracts on Thursday, is Friday >> more realistic. I am trying to plan my day. I would hate to push it >> out until Monday but I can also do it on Monday since I will be there >> anyway for the board meeting at 4 o'clock >> Sent from my Phone 1 PAPR - 001270 Sher i . iii :t Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Keith, Attached are what I believe are the last few changes. Call me any time, day or night, to discuss if you like. Please remember there are differences in the allowances, also don't forget the allowance for socastee ms site. Of 2.5 mil Also we added language that says we get time extension for them not having a site. From: Aaron Thomas [ mailto:athomas@1metconus.com ] Sent: Friday, November 20, 2015 7:26 PM To. Robbie Ferris Subject. FW: RF revisions to checked draft 11_20_2015 Warm Regards, IMPORTANT- This e-mail message is intended solely for the individual or individuals to whom it is addressed. It may contain confidential information. If the reader of this message is not the intended recipient, you are requested not to read, copy or distribute it or any of the information it contains. Please delete it immediately and notify us by return e-mail or by telephone (910) 521- 013. From: Aaron Thomas Sent: Friday, November 20, 2015 6:56 PM 1 PAPR - 001271 To: Robert W. Ferris Subject: RF revisions to checked draft 11202015 PAPR - 001272 A141 — Suggested Changes 2.1,1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Insert amount of or basis for, compensation, including compensation for any Sustainability Services, or indicate the exhibit in which the information is provided. If there will be a limit on the total amount of compensation for Work performed prior to the execution of the Design-Build Amendment, state the amount of the limit.) owner for $1,118,043. for its design work The Design Builder may invoice the Design-' performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. § 8.2 Delays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or delay in purchase of any project prow or owner provided surveying and testing of such property' (in no case shall the duration of the project be less than the duration outlined in the design builders original proposal to the owner); or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by weather data from the National Oceanic and Atmospheric Administration (NOAA) for the locale of the project using a ten year average (2005-2014) of accumulated record mean values of rn °i f_ e a ef4amp ;:, :" h cew ,a ne t climatological data .suhstautiating-the-weatheveon4itiens ha-ye b ,, a bly ° h+;..ip a te Win: The approved extension of time shall be incorporated in the next Change Order. § 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time, Dana""" °" h ° " 1 ° °' ""'` If adverse weather days beyond the two (2) days anticipated are substantiated by written (NOAA) data indicating precipitation greater than .10" occurred that day and an extension of time wil -, e granted of teare4'one (1) full day of extended time for each calendar day of adverse weather conditions which-prevented +d . If the precipitation over .10" is so great that it causes fe subsequent days work to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations. A request for adverse weather extension shall not be allowed after the date established for substantial completion. PAPR - 001273 Exhibit A - Suggested Changes Exhibit B - Suggested Changes B.3,2- ARTICLE B.1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and DesignBuilder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B2, 1 & B.3.2 PAPR - 001274 Categories: Red Category Keith, Our plan is that if they pick a bad CX we will hire our own CX because we need a quality commissioning job.. I think them not giving us approval authority is short sighted. I guess they don't see themselves as a part of a team, they see themselves as separate from the team. Odd!! From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent: Friday, November 20, 2015 12:43 PM To: Robbie Ferris Subject: RE: HCS contracts forms Forgot to add — they did not want to do the consent to the CX. They felt it would fuel adverse press if FFEP got to "pick its own" owner agent. Obviously you will be free to complain about whoever they do get, if warranted. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosahle and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately, From: Keith R. Powell Sent: Friday, November 20, 2015 12:17 PM To: 'Robbie Ferris' Subject: RE: HCS contracts forms Robbie — I've got a block of time from now to about 3:30 where I can't work on this, The A141 is attached with changes related to your points below. I am going to have to take this to the Board on Monday night for a motion, and will probably change the signatory from John Gardner to the board chair. Joe is aware of this. I have put in the more generous time claims provisions that you think will get you the time you need, and I have updated the prototype language and increased the initial invoice per your chart. On SMS we will probably leave in the 5/1 date as with the others, but can put in a clause allowing time for delays in acquiring a site — same principle. The insurance idea is worth considering but we don't have time to fully vet it, so I have added a note in Exhibit B that the insurance can be changed by agreement at any time. 1 PAPR - 001275 still need to fix 2.1.1 and to copy over the HCS's exhibits e and f, but wanted to get this to you before get distracted for a few hours. What do you think? 1will run you a variance-checked veo onofeverythinge M1le atertodayvvhen thinkwehaveaU settled. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail ma contain information tha is person anwoonfidemia .nuouuc wmueanupmteomuuratxmoy-o/mmprivileg» Ifyou have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If YOLI receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris Sent: Thursday, November 19, 2015 4:24 PM To: Keith R. Powell Subject: RE: HCS contracts forms Here is where think vve are, call me anytime to discuss if you have questions: 1. On the schedule I have talked with our subs and they can't accelerate the schedule with an increase in cost. I wish this answer were different so I guess we will have to go get the board to address the issue. 2. We consider the following a very big concession. We will grant HCS use of the drawings as you outlined in 12.3 by law" in the second to last line. My logic is that if they use my but I prefer drawings and I am sued at the very least they should guarantee that they will pay my cost of defense and time asoociatedvvithsuchdefense.A so,in12.3.1-inthe0otUneohunge"shaU"0o ° wiUendeavorto". I don't even know who all of the designers are at this point plus I can't guarantee that they will agree. I will work very hard to get this done. In addition, in exchange for this right to use the drawings we would ask the following three things be added to the contract. a ' We be paid for our up front work as previously discussed within 2 weeks of signing the contract. b. We be given the right to approve the owners selection of and scope for the commissioning agent. The owner will not hire the commissioning agent without our approval. 3. If the owner is interested we have found that we can buy a $15,000,000 professional liability insurance policy with an 8 year tail that covers all known designers at the time we bind the policy. That policy will cost us about $1,300,000.00 but if the owner is willing to limit our liability to the limits of our professional liability insurance we will spend the extra money on that policy. This would be a great benefit because the owner would have significantly more coverage (7 times) more than they would otherwise have. Plus it protects the owner over the 8 years. It costs us more money but I think it would protect us all. 4. Typos: a. 2.1.1- the design builder is repeated b. 9.O.3- review the —..i think you left the word work out? c. Were fine with exhibit e and f that you sent over. We would ask that you consider the following. Under • section 53 Key Personnel, Contractors and Suppliers: If the Owner has objection to personnel, Contractors, or suppliers and require that another personnel, Contractor, or supplier be used, they should pay for the difference in price. From: Keith R. Powell Sent: Thursday, November 19, 2015 12:30 PM To: Robbie Ferris PAPR - 001276 Subject: FW: HCS contracts forms - mportance: High Getting down to home stretch I hope: 1. The staff does not believe it has authority to extend beyond the May 1 St date. It is clear to me that I'm not going to be able to do anything about that in the absence of a board action. However, FFEP has a monthly report directly to the Board, so certainly you will have many opportunities to explain the reasonableness and basis of the proposed durations to the Board and seek the necessary extensions — so much was made of this in the informal statements and press, though, that it may not be in anyone's interest to breach the May 1 date while so much public attention is focused on this. When the SMS site is pinned down, for example, might be a time to address it. 2, Mark has a simpler outline of the prototype issue. As far as I can tell this is the main clause to bear down upon today and tomorrow. 3. I can't make any progress on the proposal costs reimbursement. 4. I can't make any progress on the retainage issue. 5. Everyone is relieved there has been no protest. I think we ought to plan to do this execution meeting on Monday. I would like to get all the terms settled by mid-day tomorrow and then be able to create and circulate the final sets of all 5 projects on Friday afternoon. Keith R. Powell Childs & Halligan, PA. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Mark Wolfe [ mailto:MWolfe002(dihorrycountyschools.net ] Sent: Thursday, November 19, 2015 11:35 AM To: Keith R. Powell; John Gardner; Ara Heinz; Rick Maxey; Kenneth Generette; Daryl Brown; William F. Halligan Subject: 3 PAPR - 001277 Mark A, Wolfe, RLA I rXCCLIth,`P Director of Facilities xony County Schools Facilities zzsos, Highway so\ Conway, 6czyrzs p:o*x/4nu'ons7 Email: wa»ute: wwwhorrycountyschoolsnet Ors olrrm Freedom or rfermoiiorr Aol (FOIA) Thin correspondence s (rrtendixd euolusiveih Ire lire Au mrtt curl rsporwhrrrce to rrdiuidueroc rrlily Ire rchrclr is ddreusett rrrrri rosy coriteOr inioreririron her is proprIetary, priuile5ett corrlrdenhiel or otherwise tensile exempt from disclosure, II you are not tire seined addressee. you are 5sf oullrorrzrrd lrr need riot rerrdr, coIry or diruerrrirrete firer rnerosrge rrn any pert of 1. II purl recrriued fins cc'rresporrdence Or error pteose nrrlorm ho rterrdor imrrredisloly and detele the entail aOd coy 4 PAPR - 001278 From: Sent: To: Subject: Attachments: Robbie Ferris Saturday, November 21, 2015 1:17 PM Keith R. Powell Fwd: RF revisions to checked draft 11_20_2015 image002.png; ATT00001.htm; RF revisions to checked draft 11_21_2015.docx; ATT00002.htm Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" Subject: FW: RF revisions to checked draft 11_20j015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over 10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, Aaron Thomas, MCM, LEEbAP President Metcon, Inc. 763 Comtech Drive PO Box 1149 Pembroke, NC 28372 office 916.521.8013 mobile 910.734.0537 email:athomas@metconus.com website linkedin twitter instagrom I 1 I I I I PAPR - 001279 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Insert amount of or basis for, compensation, including compensation for any Sustainability Services, or indicate the exhibit in which the information is provided. If there will be a limit on the total amount of compensation for Work performed prior to the execution of the Design-Build Amendment, state the amount of the limit.) owner for $1,118,043. for its design work The Design Builder may invoice the performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. § 8.2 Delays and Extensions of Time § 5.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or delay in purchase of any project property or owner provided surveying and testing of such proper' (in no case shall the duration of the project be less than the duration outlined in the design builders original proposal to the owner); or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by weather data from the National Oceanic and Atmospheric Administration (NOAA) e e f tisne which , eul abno,...,al f for the locale of the project.substantiatin h e ., ther eend4tion s a ,. ea § 5.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time. , If adverse weather days beyond the two (2) days anticipated are substantiated by written (N®AA) data indicating precipitation greater than .10 occurred tlid day an extension of time will be granted of allowed the-extent-of one (1) full day of extended time for each calendar day of adverse weather conditions wh4ch.prevented f rty heur worle ^ withi ° n (7) d y ealendar-wee] If the precipitation over .10" is so great that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations. A request for adverse weather extension shall not be allowed after the date established for substantial completion. eek PAPR - 001280 Exhibit A - Suggested Changes Under allowances- Don't forgetthat the value for some allowances differ on some schools, For example don't for et that Socastee Middle School has a site allowance that needs to be listed for $2,5OO,OOOOO Exhibit B—Soeeeote6Chances B.32' ARTICLE 0.1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B, Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and DesignBuilder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B.21. & PAPR - 001281 Sheri L. Wainscott Categories: Red Category I will be at my office in about one hour and I will take a look at this and get back with you ASAP. You're one heck of a hard worker. I hope HCS appreciate all that you do for them Sent from my Phone 1 PAPR - 001282 Sher : L. V-®ai c ®t From: Sent: To: Cc: Subject: Robbie Ferris Saturday, November 21, 2015 7:10 PM Keith R. Powell Aaron Thomas (athomas@metconus.com ); Michael Richter RE: CORRECTED E: RF revisions to checked draft 11202015 Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Keith, When you make these changes I need to send the final to the bonding company for their approval. Here are my comments. I just happened to find one item A.3.1.6 and A,3.1.7 that I thought were had agreed upon that was changed. If there are other substantial things that you changed please let me know where they are. Main Document The weather delays and anticipated weather language I sent you thins morning or something like that needs to be included. Most of our subs plan on working Saturday and or Sunday to get the work done. To not allow rain days if they fall on the weekend would be to defeat the purpose. Also we are told getting a rain day out of HCS with their current language takes a supreme court judge, seriously! We don't want to have to hire a scheduling expert and a lawyer every time it rains. The language needs to be simple , if it rains more than 2 days per month we get the extra days. As I see it were are saving HCS a lot of embarrassment by making this concession. They unnecessarily delayed the procurement process not us. I would rather not recount the delays because it would be unproductive at this point. We are taking risk here. What if we have a dry year? Regardless of the time extensions they should know we will do everything in our power to finish these jobs when they need them. We would not be able to withstand the political pressure of kids not have a school to attend even if we contractually had the time. Exhibit A ® A.1.5.1.3-exhibit f that you sent us from HCS says if we submit application for payment by the 25 , we get paid by the 15"' of the following month. The last blank is (30) days according to exhibit F ® A.2.2 May 1St goes here I think ® A.3.1,6- We need something like this, again, we don't need to argue about if our proposal complies with the conceptual design or any other project requirement. They accepted our proposal. ----The design builders proposal clarifies the design builders assumptions and clarifications. ® A.3.1.7- The design builders proposal has been determined by the owner to be an acceptable interpretation of the RFP and the project requirements. From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent: Saturday, November 21, 2015 4:14 PM To: Robbie Ferris Subject: CORRECTED E: RF revisions to checked draft 11_20_2015 Importance: High Forget prior. Here they are. Remote computer not as simple as being there. Keith R. Powell Childs & Halligan, P.A, PAPR - 001283 Columbia, South Carolina www.chiIds-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you. have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, 2015 4:13 PM To: 'Robbie Ferris' Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris fmailto:RFerris@@sfla.bizj Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas < athomas@metconus.com > Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" < rferris@sfla.biz > Subject: FW: RF revisions to checked draft 1120 2015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is 2 PAPR - 001284 over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10,—(2) days expected in contract = (3) days extension> 2. also added ACT 0F GOD Language to the 8.21 We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, 3 PAPR - 001285 Sheri L. Wainctt Categories: Red Category Awesome !!! I will be home in about 30 minutes and will take a look at it, thanks Sent from my iPhone On Nov 22, 2015, at 12:04 PM, Keith R. Powell < kpowell@childs-halligan.net > wrote: Sorry Robbie — I ran the "final" off the wrong base document, which is why you had fewer changes. Try this one. Getting to Ex A separately. Keith R. Powell Childs & Halligan, P,A. Columbia, South Carolina www.childs-hallifzan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [ mailto:RFerris @sfla.biz ] Sent : Saturday, November 21, 2015 7:10 PM To: Keith R. Powell Cc: Aaron Thomas ( athomas(a~ metconus.com ); Michael Richter Subject : RE: CORRECTED E: RF revisions to checked draft 11 ^20_2015 Keith, When you make these changes I need to send the final to the bonding company for their approval. Here are my comments. I just happened to find one item A.3.1.6 and A.3.1,7 that I thought were had agreed upon that was changed. If there are other substantial things that you changed please let me know where they are. Main Document The weather delays and anticipated weather language I sent you thins morning or something like that needs to be included. Most of our subs plan on working Saturday and or Sunday to get the work done. To not allow rain days if they fall on the weekend would be to defeat the purpose. Also we are told getting a rain day out of HCS with their current language takes a supreme court judge, seriously! We don't want to have to hire a scheduling expert and a lawyer 1 PAPR - 001286 every time it rains. The language needs to be simple , if it rains more than 2 days per month we get the extra days. As I see it were are saving HCS a lot of embarrassment by making this concession. They unnecessarily delayed the procurement process not us. I would rather not recount the delays because it would be unproductive at this point. We are taking risk here. What if we have a dry year? Regardless of the time extensions they should know we will do everything in our power to finish these jobs when they need them. We would not be able to withstand the political pressure of kids not have a school to attend even if we contractually had the time. Exhibit A • A.1,5.1.3- exhibit f that you sent us from HCS says if we submit application for payment by the 25 t `' we get paid by the 15 th of the following month. The last blank is (30) days according to exhibit F ® A.2,2 May 1St goes here I think ® A.3,1.6- We need something like this, again, we don't need to argue about if our proposal complies with the conceptual design or any other project requirement. They accepted our proposal. ----The design builders proposal clarifies the design builders assumptions and clarifications, ® A.3.1.7- The design builders proposal has been determined by the owner to be an acceptable interpretation of the RFP and the project requirements. From: Keith R. Powell mailto: k owelI@childs-halligan.net ) Sent: Saturday, November 21, 2015 4:14 PM To: Robbie Ferris Subject: CORRECTED E: RF revisions to checked draft 11_20_2015 Importance: High Forget prior. Here they are. Remote computer not as simple as being there. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, 2015 4:13 PM To: 'Robbie Ferris' Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halliean.com (803) 254 -4035 PAPR - 001287 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [mailto:RFerris©sfla.biz] Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas Date- November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" Subject: FW: RF revisions to checked draft 11_20_2015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8,2.1, We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards ; Aaron Thomas, MCM, LE -AP President Metcon, Inc. 763 Comfech Drive P0 Box 1149 I Pembroke, NC 28372 office 910.521.8013 mobile 910.734.0537 website I linkedin I twitter I instagram I email:athomas@ metconus.com 3 PAPR - 001288 *t Categories: Red Category Keith These look great... 1 am presenting at 4:00, would you like to meet before that to sign contracts. We could meet at 2:30 or 3:00 if you like,.. Robbie From: Keith R. Powell [mailto:kpowell@chills-halligan.net] Sent: Sunday, November 22, 2015 12:17 PM To: Robbie Ferris Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith R. Powell Childs & Halligan, P.A, Columbia, South Carolina www.childs-halliean.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [mailto:RFerris@sfla.biz] Sent: Saturday, November 21, 2015 7:10 PM To: Keith R. Powell. Cc: Aaron Thomas (athomas@ metconus.com ); Michael Richter Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 I Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" < rferris@sfla.biz > Subject: FW: RF revisions to checked draft 11202015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8,2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, Aaron Thomas, MCM, LEEbAP President Metcon, Inc. 763 Comtech Drive PO Box 1149 Pembroke, NC 28372 office 910.521.8013 mobile 910.734,0537 email:athomasC metconus,com website linkedin ( twitter instalram I 1 I I 3 PAPR - 001291 ShrK. WairE;scott Categories: Red Category Sounds good, will you cont ctthebuap6chair\omeetws,heuou dmeetusat3:3lthatvviUgivemeafewminutesto doub echecheUtheaUommnoesandcontmctomountsFroom: Keith R. Powell [maUto:konwe ©chUdsfhaUigan.net ] Sent: Sunday, November 22 2015 1:30 PM To: Robbie Ferris Subject: Re: CORRECTED E: RF revisions to checked draft 11_20_2015 How about 3. I will need to make and print the 5 sets then drive to Conway Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nnn'diodosaWe and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. wrote: On Nov 22, 2015, at 1:28 PM, Robbie Ferris Keith These ookgreat ampnesentinQut4:0O would you like to meet before that to sign contracts. We could meet at 2:30 or 3:OUif you UkeRobbie - ' From: Keith R. Powell Sent: Sunday, November 22, 2015 12:17 PM To: Robbie Ferris Subject RE: CORRECTED E: RF revisions to checked draft 11_2O_2O1S Keith R. Powell Childs & HaUigan, P.A. 1 PAPR - 001292 Columbia, South Carolina www.childs-haIligan.com (803) 254 4035 - NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [mailto:RFerris@sfla.biz] Sent: Saturday, November 21, 2015 7:10 PM To: Keith R. Powell Cc: Aaron Thomas (athomas@metconus,com); Michael Richter Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith, When you make these changes I need to send the final to the bonding company for their approval. Here are my comments. I just happened to find one item A.3.1.6 and A.3.1.7 that I thought were had agreed upon that was changed. If there are other substantial things that you changed please let me know where they are. Main Document The weather delays and anticipated weather language I sent you thins morning or something like that needs to be included. Most of our subs plan on working Saturday and or Sunday to get the work done, To not allow rain days if they fall on the weekend would be to defeat the purpose. Also we are told getting a rain day out of HCS with their current language takes a supreme court judge, seriously! We don't want to have to hire a scheduling expert and a lawyer every time it rains. The language needs to be simple , if it rains more than 2 days per month we get the extra days. As I see it were are saving HCS a lot of embarrassment by making this concession. They unnecessarily delayed the procurement process not us. I would rather not recount the delays because it would be unproductive at this point. We are taking risk here. What if we have a dry year? Regardless of the time extensions they should know we will do everything in our power to finish these jobs when they need them. We would not be able to withstand the political pressure of kids not have a school to attend even if we contractually had the time. Exhibit A ® A.1.5,1.3-exhibit f that you sent us from HCS says if we submit application for payment by the 25' d we get paid by the 15 th of the following month. The last blank is (30) days according to exhibit F ® A.2.2 May 1 St goes here I think ® A.3.1.6- We need something like this, again, we don't need to argue about if our proposal complies with the conceptual design or any other project requirement. They accepted our proposal. ----- The design builders proposal clarifies the design builders assumptions and clarifications. A.3.1.7 The design builders proposal has been determined by the owner to be an acceptable interpretation of the RFP and the project requirements. - Frorrsi: Keith R. Powell jmailto:kpowell@childs-halli gan net] Ser_ ~ : Saturday, November 21, 2015 4:14 PM To: Robbie Ferris Subject: CORRECTED E: RF revisions to checked draft 11_20_2015 Importance: High PAPR - 001293 Forget prior. Here they are. Remote computer not as simple as being there. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. if you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, 2015 4:13 PM To: `Robbie Ferris' Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris Cmailto:RFerrisC@?sfla.biz], Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas < athomas@metconus.com > Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" < rferris@sfla.biz > Subject: FW: RF revisions to checked draft 11202015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: PAPR - 001294 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example if we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, 4 PAPR - 001295 Categories: Red Category Keith, I am sorry but the bonding companyjust sent me these two items: They promised they have no other comment — o In the AIA 312 Performance Bond, please remove section 16.2; and replace with: "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this mntrad.~ o In Exhibit B, and more specifically in in 8.2.2, please insert the following as was modified in the RFP: (they did not like what you had) "in no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract. sfit a Robert W. Ferris, x ~ REFP, LEED AP CEO/President SfL~a Architects 333 Fayettevit(e Street, Suite 225 Raleigh, NC 27601 Cell: 91961022S1 Fax: 9195736335 rferris®sfla. biz "I'd put my money on solar energy... I hope we don't have to wait till oil and coal run out before we tackle that." Thomas Edison, in conversation with Henry Ford and Harvey Firestone, March 1931. 1 PAPR - 001296 From : Sent: Robbie Ferris Sunday, November 22, 2015 4:01 PM To: Keith R. Powell Cc: Subject: William F. Halligan RE: Horry County Schools-contracts Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category I actually did not see this as different than what was already in exhibit B. I am not a lawyer or an insurance guy and am likely missing something. I have sent your comment to the bonding company, lets see what they say. From: Keith R. Powell [mailto:kpowell@chills halli ~an.net] Sent: Sunday, November 22, 2015 3:56 PM - To: Robbie Ferris Cc: William F. Halligan Subject : Re: Horry County Schools-contracts We will have to see about that with the district. This is a significant change from what was published in the RFP and committed to in your comments. We issued an addendum on this because others did express concern and HCS arrived at a compromise that the bond would only be excess to the professional liability policies. In a design-build the HCS has one entity counterparty for design and build and wants both performed with security. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halli2an.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disciosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 3:24 PM, Robbie Ferris wrote: Keith, I am sorry but the bonding company just sent me these two items: They promised they have no other comments... o In the AIA 312 Performance Bond , please remove section 16.2; and replace with: In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract." PAPR - 001297 o in Exhibit B, and more specifically in in B.2.2, please insert the following as was modified in the RFP: (they did not like what you had) "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract. Robert W. Ferris, AlA, REFP, LEED Al' CEO/President Jo-~omditerts 331t Fayetteville Street ' Suite 225 pamiyx ' wCz/oo1 Cell: 919.6102251 Fax: 919.5736355 "I'd put my money on solar energy... I hope we don't have to wait till oil and coal run out before we tackle that." Thomas Edison, in conversation with Henry Ford and Harvey Firestone, March I931. 2 PAPR - 001298 Categories: Red Category Ok , if possible, lets still meet at 3 so I can double check all amounts... From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent: Sunday, November 22, 2015 3:49 PM To: Robbie Ferris Subject: Re: CORRECTED E: RF revisions to checked draft 11_20_2015 The board has to vote first at its meeting Monday night - he knows to not leave without signing Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halliean.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 1:44 PM, Robbie Ferris < RFerris@sfla.biz > wrote: Sounds good, will you contact the board chair to meet us, he could meet us at 3:30, that will give me a few minutes to double check all the allowances and contract amounts... From: Keith R. Powell [m ailto: kpowell@ chills-halli an.net ] Sent: Sunday, November 22, 2015 1:30 PM To: Robbie Ferris Subject: Re: CORRECTED E: RF revisions to checked draft 11_20_2015 How about 3, I will need to make and print the 5 sets then drive to Conway Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halli2an.com (803) 254-4035 1 PAPR - 001299 NOTICE: This e-mail may contain information that is personal and confidential, non-disciosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 1:28 PM, Robbie Ferris wrote: Keith These look great... I am presenting at 4:00, would you like to meet before that to sign contracts. We could meet at 2:30013:00 if you like... Robbie From: Keith R. Powell [mailto:kpowell©childs-halligan.net ] Sent: Sunday, November 22, 2015 12:17 PM To: Robbie Ferris Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nondisclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [maiIto:RFerris@sfla.biz] Sent: Saturday, November 21, 2015 7:10 PM To: Keith R. Powell Cc Aaron Thomas (athomas©ametconus.com ); Michael Richter Subject: RE: CORRECTED E: RF revisions to checked draft 11_20_2015 Keith, When you make these changes I need to send the final to the bonding company for their approval. Here are my comments. I just happened to find one item A.3.1.6 and A.3.1.7 that I thought were had agreed upon that was changed. If there are other substantial things that you changed please let me know where they are. Main Document The weather delays and anticipated weather language I sent you thins morning or something like that needs to be included. Most of our subs plan on working Saturday and or Sunday to get the work done. To not allow rain days if they fall on the weekend would be to defeat the purpose. Also we are told getting a rain day out of HCS with their current language takes a supreme court judge, 2 PAPR - 001300 seriously! We don't want to have to hire a scheduling expert and a lawyer every time it rains. The language needs to be simple , if it rains more than 2 days per month we get the extra days. As I see it were are saving HCS a lot of embarrassment by making this concession. They unnecessarily delayed the procurement process not us. I would rather not recount the delays because it would be unproductive at this point. We are taking risk here. What if we have a dry year? Regardless of the time extensions they should know we will do everything in our power to finish these jobs when they need them, We would not be able to withstand the political pressure of kids not have a school to attend even if we contractually had the time. Exhibit A ® A.1.5.1.3-exhibit f that you sent us from HCS says if we submit application for payment by the 25"' we get paid by the 15 th of the following month. The last blank is (30) days according to exhibit F ® A.2.2 May 1' t goes here I think ® A.3.1.6- We need something like this, again, we don't need to argue about if our proposal complies with the conceptual design or any other project requirement. They accepted our proposal. ----The design builders proposal clarifies the design builders assumptions and clarifications. ® A.3,1.7- The design builders proposal has been determined by the owner to be an acceptable interpretation of the RFP and the project requirements. From: Keith R. Powell [mailto:kpowell©childs-halliga q n,net1 Sent: Saturday, November 21, 2015 4:14 PM To: Robbie Ferris Subject: CORRECTED E: RF revisions to checked draft 11_20_2015 Importance: High Forget prior, Here they are. Remote computer not as simple as being there. Keith R. Powell Childs & Halligan, P,A, Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-. disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, 2015 4:13 PM To: 'Robbie Ferris' Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell PAPR - 001301 Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, nondisclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris Finailto:RFerris(Q@sfla.bizj Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the? °s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas < athomas@metconus.com > Date- November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" < rferris@sfla.biz > Subject: FW: RF revisions to checked draft 11_20_2015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over 10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office. Warm Regards, PAPR - 001302 Aaron Thomas, MGM, Presiden?i? Makers, Inc. 763 Comfech Drive Box 1149 IPembmke, NC 28372 office 910.521.8013 I mobiie 910.734.0537 websi're linkedin fwi?er PAPR - 001303 Subject: Robbie Ferris Sunday, November 22, 2015 4:14 PM Keith R. Powell William F. Halligan RE: Horry County Schools-contracts Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category From: Sent: To: Cc: I am arguing that point as I type this. From: Keith R. Powell [maiIto:kpowell@childs-halliga n.net] Sent: Sunday, November 22, 2015 4:12 PM To: Robbie Ferris Cc: William F. Halligan Subject: Re: Horry County Schools-contracts FYI Its not extra liability insurance- the bond is there to ensure that the surety will pay for somebody whose design will meet the SC standard of care if the DB fails to do so. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halliean.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 4:01 PM, Robbie Ferris wrote: I actually did not see this as different than what was already in exhibit B. I am not a lawyer or an insurance guy and am likely missing something. I have sent your comment to the bonding company, lets see what they say. From: Keith R. Powell [mailto:kpowell@childs-halli gan.net] Sent: Sunday, November 22, 2015 3:56 PM To: Robbie Ferris Cc: William F. Halligan Subject: Re: Horry County Schools-contracts We will have to see about that with the district. This is a significant change from what was published in the RFP and committed to in your comments. We issued an addendum on this because others did express concern and HCS arrived at a compromise that the bond would only be excess to the 1 PAPR - 001304 professional liability policies. In a design-build the HCS has one entity counterparty for design and build and wants both performed with security. Keith R. Powell Childs & Halligan, PA. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 015, at 3:24 PM, Robbie Ferris wrote: Keith, I am sorry but the bonding company just sent me these two items: They promised they have no other comment — o In the AIA 312 Performance Bond, please remove section 16,2; and replace with: "In no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract." o In Exhibit B, and more specifically in in 13.2.2, please insert the following as was modified in the RFP: (they did not like what you had) "in no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract. ^imageOUI.png> Robert W. Ferris AN ' K[FP ' LscoAP cco/pre,iuent 8l~a«ohiuzu 333' FayeUeville Street, Sufte 225 Raleigh, wc27601 Cell: 919610,2251 Fax: 919573.6355 - www. sf La, biz "I'd put my money on solar energy... I hope we don't have to wait till oil and coal run out before we taclde that.' Thomas Edison, in conversation with Henry Ford and Harvey Firestone, March 1931, 2 PAPR - 001305 To: Cc: Subject: Robbie Ferris Sunday, November 22, 2015 4:59 PM Keith R. Powell William F. Halligan RE: Horry County Schools-contracts Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category From: Sent: Keith, The bonding agent agrees that your language should suffice. He is trying to rally the lawyers. I think you want the same thing they want but they are stuck on their words. I don't quite get that. I think this will get resolved no later than first thing in the morning.... The agent says he thinks he can help them thru the language. Your last two notes about your concerns were very, very helpful. Robbie From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent: Sunday, November 22, 2015 4:17 PM To: Robbie Ferris Cc: William F. Halligan Subject: Re: Horry County Schools-contracts And On the payment bond it is to ensure that designers get paid so the district does not have to worry about that. VWR have seen this as an issue with civil engineering services around post occupancy storm water systems covenants to DHEC, for example. SC law allows design professionals payment bond protection so I want the payment bond to mirror the statute and not have HCS drawn into a disputed engineer payment - legally or politically. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halliga n,com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 4:12 PM, Keith R. Powell < kpowell@childs-halligan.net > wrote: FYI It's not extra liability insurance- the bond is there to ensure that the surety will pay for somebody whose design will meet the SC standard of care if the DB fails to do so. Keith R. Powell Childs & Halligan, P.A. 1 PAPR - 001306 Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 4:01 PM, Robbie Ferris wrote: I actually did not see this as different than what was already in exhibit B. I am not a lawyer or an insurance guy and am likely missing something. I have sent your comment to the bonding company, lets see what they say. From: Keith R. Powell Sent: Sunday, November 22, 2015 3:56 PM To. Robbie Ferris Cc: William F. Halligan Subject: Re: Horry County Schools-contracts We will have to see aboutthat with the district. This is a significant change from what was published in the RFP and committed to in your comments. We issued an addendum on this because others did express concern and HCS arrived at a compromise that the bond would only be excess to the professional liability policies. In a design-build the HCS has one entity counterparty for design and build and wants both performed with security. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halligan.com (803) 254-4035 NOTCE:Thise-mai1mayconteinin8omnadonthaLispecmna andonn0denda[nun' diadusab eand protected by attorney- ierk privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 22, 2015, at 3:24 PM, Robbie Ferris wrote: Keith, I am sorry but the bonding company just sent me these two items: They promised they have no other comments... o In the AIA312 Performance Bond, please remove section 16.2; and replace with: "in no event shall the surety be liable under this bond for any design services or design work PAPR - 001307 furnished by the Principal, or its engineers, architects or consultants in connection with this contract" o In Exhibit B, and more specifically in in BlZ, please insert the following as was modified in the RFP: (they did not like what you had) "in no event shall the surety be liable under this bond for any design services or design work furnished by the Principal, or its engineers, architects or consultants in connection with this contract. Robert W. Ferris, AIA, REFP, LEED AP CEO! President sx+aAohftec ~ s 333 Fa ul S t reet, Suite zs Raieih, NC 27601 CeU; 9196102251 Fax; 919.573,6355 rferris®sf La, biz www.sf Ia. biz "I'd put my money on solar energy... I hope we don't have to wait till oil and coal run out before we tackle that." Thomas Edison, in conversation with Henry Ford and Harvey Firestone, March 1931, 3 PAPR - 001308 Follow up Flagged Red Category Keith, Feel free to use this as a double check after you fill in the contract amounts and allowances. From: Sam Isham Sent: Sunday, November 22, 2015 4:40 PM To: Robbie Ferris Cc: Aaron Thomas; Michael Richter; Mike Mitchell; Ryan Parker Subject: Horry County to FFEP Contract and Allowance Values H~ [ry CountV5chm S'nmrnaiv nkrt1 1J22/20q Carolina Forest Middle Myrtle Beach Mittle St James I ~ Project Contract Value Owner Fumiture Allowance Owner Hardware Allowance Owner Controls Allowance Owner Fire Alarm Allowance Owner Playground Equip. Allowance Owner Special Inspections Allowance Owner Commisioing Allowance owner Technology Allowance Design Builder Landscaping Allowance DesiEn Builder Complete Site Package Allowance Respectfully, Sam n~~cP[~ Vice ~~~ Sa m) s b am 32 » ' LEED AP Executive Metcon, Inc. ~ 763 CouzbeubI)rh/e PQ Box \l49 Pembroke, NC 28372 email:' mobile offic °e website linkedin twitter instagrarn 1 PAPR - 001309 ,101"W4,1111, kIllo"WollwilwWW"I'll" 11 LIbLF I up LC At a -Uf- uyeN0,161 fit In I "L IC MINwWwwalaw Flawo"llm-ow"ww"aw— MOWANAmpol , , (910) 521-8013, PAPR - 001310 Horry County Schools Summary Report 11/22/2015 Carolina Forest Middle P lyrtle Beach Mit.ie S James intermediate Socastee Middle Socastee Elementary- Proiect Contract Value S 45,930,227 S 66,485,102 S 47,742, 333 S 42,488,116 S 57,953,991 Owner Furniture Allowance S 1,500,000 S 1,500,000 S 1,500,000 S 1,250,000 S 1,000,000 Owner Hardware Allowance S 350,000 S 350,000 S 350,000 S 350,000 S 250,000 Owner Controls Allowance S 650,000 S 650,000 S 650,000 5 650,000 S 500,000 Owner =ire Alarm Allowance 5 750,000 S 750,000 S 750,000 S 750,000 S 600,000 S 150,000 S 350,000 150,000 Owner Playground Equip. Allowance Owner Special Inspections Allowance S 150,000 S 150,000 S 150,000 S 150,000 S Owner Commisioing Allowance S 125,000 S 125,000 S 125,000 S 125,000 S 100,000 Owner Technology Allowance 5 1,865,000 S 1,565,000 S 1,565,000 S 1,645,000 S 1,275,000 Design Builder Landscaping Allowance S 200,000 $ 200,000 S 200,000 S 200,000 5 200,000 s 2,500,000 Design Builder Complete Site Package Allowance PAPR - 001311 From: To: Subject: Attachments: Robbie Ferris Sunday, November 22, 2015 6:23 PM Keith R. Powell FW: HCS - Revised Invoices Invoice_#1_Carolina Forest_2.docx; Invoice_#1_Mrytle Beach MS_2.docx; Invoice_#1 _Socastee ES_2.docx; Invoice_#1_Socastee MS_2.docx; Invoice_#1_St. James_2,docx; Wire Instructions for FFEP LLC HCS Team 11172015.docx Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Sent: Keith, These are the invoices I plan on submitting. Since the school folks are not talking to us until we get a contract can you tell me what we need to do to officially submit these? If they do wire transfers that is always best for us so we can pay people faster. We have included wire transfer instruction in case they are able to do wire transfers. Robbie From: Rick Green Sent: Sunday, November 22, 2015 6:14 PM To: Robbie Ferris Subject: HCS - Revised Invoices Here you go!!! I've also attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T. t PAPR - 001312 Firstfk ®° Fcr 'rgle iv LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 T: Horry County Schools 335 Four Mile Rd Conway, SC 29528 FOR: Carolina Forest Middle School Please remit to Firstfloor Energy Positive, LLC. See attached wire instructions. Thank you for your business! PAPR - 001313 kitfloor Energy LC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO. Horry County Schools 335 Four Mile Rd Conway, SC 29528 FOR: Myrtle Beach Middle School Please remit to Firstfloor Energy Positive, LLC. See attached wire instructions, Thank you for your business PAPR - 001314 Firstfloor Enrjjy Posith LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO: FOR: Horry County Schools 335 Four Mile Rd Conway, SC 29528 Socastee Elementary School Please remit to Firstfloor Energy Positive, LLC. See attached wire instructions. Thank you for your business! PAPR - 001315 Firsts 9c e -0 Fraer j y -: e LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO FOR Horry County Schools 335 Four Mile Rd Conway, SC 29528 Socastee Middle School Please remit to Firstfloor Energy Positive, LLC, See attached wire instructions, Thank you for your business! PAPR - 001316 1 Frsth©rr L®Lie rgy Positive LLC 4400 Silas Creek Parkway, Suite 200 Winston-Salem, NC 27104 Phone (336)794-2325 Fax (336)768-7666 INVOICE #1 DATE: MARCH 21, 2017 TO FOR Horry County Schools 335 Four Mile Rd Conway, SC 29528 St. James Intermediate School Please remit to Firstfloor Energy Positive, LLC. See attached wire instructions. PAPR - 001317 Bank Name: BB&T (Branch Banking & Trus Company) Bank Address: 434 Fayetteville Street Raleigh, NC 27601 Phone 4t: (919) 716-9000 Transit Routing#: 053101121 Bank Account# 0005285033949 Account Address: Firstfloor Energy Positive LLC 4400 Silas Creek Parkway, Ste. 200 Winston Salem, NC 27104 Phone #: /336\7y4-232S Contact Name: Richard Green PAPR - 001318 Keith R. Powell Monday, November 23, 2015 11:19 AM Robbie Ferris (RFeniu@sUa.biz) A3l2PaymertBond-28I0 Working Draft 001.docx.docx(Attachrnent) A3l2PaymertBond-20lU- Working Draft -UOI.docxdocx Follow up Flagged A312Paymend3ond-2U10' Working Draft-OOI.docx,docx (Attachment) EM KRP to Davis, Heinz, Ferris, Wawrzyniak, nt bo d draft) Peeples,Gardner, Wolfe ( RE: Payment Bond request - Horry County Schools Projects From: Keith R, Powell To: Danielle Davis; 1 PAPR - 001319 IA Document Ate, - CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) FIR.STFLOOR ENERGY POSITIVE e » « • u» 2TM 2010 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 loriginal AIA standard form. An Additions and Deletions Report that noes added information' as well as revisions to the standard form text is available from the author and should be reviewed. .. 333 Fayetteville St., Suite 225 Raleigh, NC 27601 K D} OWNER: (Name, legal status and address) el-lorry County Scho ol I).ist rict. Sou th Carolina >) —:[?olitie al Su b div ision of the StateoflS outh Carolina--)> > Amount: $ <( Description: Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. (Name and location) iI4en o y Sthe hl D sk )>[one for cachl BOND Date: (Not earlier than Construction Contract Date) «November 19 , 2015 >> Amount: $ o >> Modifications to this Bond: (t » None e-X See Section 18 3> CONTRACTOR AS PRINCIPAL (Corporate Seal) Company: SURETY Company: Signature: Name and e as a Title: Signature: _ Name and <( as a Title: (Corporate Seal) (Any additional signatures appear on the last page of this Payment Bond,) (FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: ea « )> )> OWNER'S REPRESENTATIVE: (Architect, Engineer or other party.) Executive Dire cto r of F ac ilities « ,[ lorry County Schools 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. <0-a AIA Document A312 ° - 2010 Payment Sond. 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 draft was produced by AIA software at 124033 on 11/06/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: _ PAPR - 001320 protected by U,9, 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 draft was produced by AT_A software at 12:4033 on 11/06/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale, (1630695778) User Notes; _ PAPR - 001321 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms, § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5,1, 1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. AIA Document A312"' - 2010 Payment Bond. 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 draft was produced by AIA software at 12:40:33 on 11/06/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. user Notesi X1630695778} PAPR - 001322 § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and . other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5,2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under. the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties', as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. §15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; the name of the person for whom the labor was done, or materials or equipment furnished; .2 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was .3 furnished for use in the performance of the Construction Contract; a brief description of the labor, materials or equipment furnished; .4 the date on which the Claimant last performed labor or last furnished materials or equipment for use .5 in the performance of the Construction Contract; the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of .6 the Claim; the total amount of previous payments received by the Claimant; and .7 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the .8 date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The tenn Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. AIA Document A312 10 - 2010 Payment Bond, 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 draft was produced by AIA software at 12:40:33 on 11/06/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: PAPR - 001323 § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract, § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor, § 18 Modifications to this bond are as follows: *—As used in 162 tl ephi isc to furnish lahoi materials 01 equipent m for use in the peifoi rnance of the Construction Contract " includes the entire scope of the term "improve" as defined in S.C. Code 26-6-10(2), which term "means and includes any design or other professional or skilled servi c es furnished byarchitectengineer land surveyors, and landscape architects." (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: a x< > Address: a a Signature: Name and Title: a >a >> Address: aa AIA Document 0.312" - 2010 Payment Bond, 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 0.10. Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12,40,33 on 11/06/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes, 1630695778) PAPR - 001324 5 Sheri L. Wairtct From: Sent: To: Subject: Attachments: Keith R. Powell Monday, November 23, 2015 11:18 AM Robbie Ferris (RFerris@sfla.biz) 312 performance 651979.pdf Follow Up Rag: Flag Status: Follow up Flagged Categories: Red Category 1 PAPR - 001325 1 CONTRACTOR: SURETY: (Name, legal statics and address) (Name, legal status and principal place of business) I" This document has important legal consequences. OWNER: (Name, legal status and address) Horry County Schools, a political subdivision of the State of Sori ~ li Carolina. Consultation with an attorney is encouraged with respect to its completion or modification. CONSTRUCTION CONTRACT Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. Date: Amount: $ Description: (Name and location) Ho rry County Schools BOND Date: (Not earlier than Construction Contract Date) Amount: $ Modifications to this Bond: CONTRACTOR AS PRINCIPAL (Corporate Seal) Company: None ® See Section 16 SURETY Company: Signature: Signature: Name and Title: Name and Title: (Corporate Seal) (Any additional signatures appear on the last page of this Performance Bond) (FOR INFORMATION ONLY--Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or other party: ) 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 A312T11 - 2010 Performance Bond. The American Institute of Architects. All rights reserved. UVARNllIC: This AIA" Document is protected by U . Copyright lawandi Internatiocal Treaties, Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, inay result in cavern civil and Criminal penalties, and will be prosecuted to the maximum extent possiblb Linder the lave. This draftwas produced by AIA software at 17:05:16 on 08/11/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1198023252) PAPR - 001326 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3, § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after the Owner first provides notice to the Contractor and the Surety that the Owner is considering .1 declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; the Owner declares a Contractor Default, terminates the Construction Contract and notifies the .2 Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction. Contract. a § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and take one of the following actions: at the Surety's expense § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment' bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to theOwner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: After investigation, determine the amount for which it may be liable to the Owner and, as soon as ,1 practicable after the amount is determined, make payment to the Owner; or Deny liability in whole or in part and notify the Owner, citing the reasons for denial, .2 § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5,4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. AIA Document A312TM — 2010 Performance Bond. The American Institute of Architects. All rights reserved. WARNING. This AIA" Document is protected by U.S. Copyright Law and Inlernauonal 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 time. maximum extent possible under the law. This draft was produced by AIA software at 17:05:18 on 08/11/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1198023252) User Notes: PAPR - 001327 2 § 7 If the Surety elects to act under Section 5.1, 5,2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for the responsibilities of the Contractor for correction of defective work and completion of the .1 Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual .3 damages caused by delayed performance or non-performance of the Contractor, § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set offon account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity otherthan the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond +nay- must be instituted in any court of competent jurisdiction in the location in which the work or part of the work is nt . h o ; a: o f4 o ,: >n do r; tira.located. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond, § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance tolthe'Contactor of any amounts received or to be received by the Owner in settlement of insurance or other claims forldamages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contactor, which has not been remedied or waived, to comply with a material term of the Construction Contract. to perform or otherwise § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. AIA Document A312TM — 2010 Performance Bond, The American Institute of Architects. All rights reserved. WARNING: This AIA"" Document is protected by U•5, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of It, may result in severe civil and rriminai penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced byAlA software at 17:05;18 on 08/11/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (1198023252) User Notes: PAPR - 001328 3 § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor, § 16 Modifications to this bond are as follows: 16.1 Performance of the Construction Contract includes post-occupancy obligations of the Contractor incorporated into the Construction Contract. 16,2 Performance of the Construction Contract includes performance of the responsibilities of the design professionals participating in the Design-Build Construction Contract. (Space is provided below for additional signatui es of added parties, other than those appearing on the cover page.) SURETY CONTRACTOR AS PRINCIPAL (Corporate Seal) Company: (Corporate Seal) Company: Signature: Name and Title: Address: Signature: Name and Title: Address: AIA Document A312TM — 2010 Performance Bond. 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 draft was produced by AIA software at 17:05:18 on 08/11/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1198023252) User Notes: PAPR - 001329 4 From: Sent: To: Nancy Zablud Tuesday, November 24, 2015 12:09 PM Keith R. Powell Subject: Executed Horry County Contracts A141, Exhibit A and Exhibit B Follow Up Flag: Flag Status: Follow up Flagged Hi Keith, When you have a moment, could you please forward the executed copy of the entire contract with Exhibit A and B. This will allow me to continue with the A143 and C441 to ensure I have all the final language. Thanks so much. Nancy Zablud, CPA CGMA MBA wm oUei uwxm ~.~ na^ 22 Saye K ev K Stjet. u..rzo x°w : ^,^xzmo, m=, pm 75-sao Cell: 959-118-2810 Fee, 010-571-6255 nzablud@sflabiz From: Robbie Ferris Sent: Tuesday, November 17, 2015 9:56 AM To: Nancy Zablud; Mike Wawrzyniak; Kenneth 3. Peeples; Aaron Thomas; Mike Richter Subject: Fwd: Hcs Guys , See attached exhibit B in the email from Keith Powell. Robbie Sent from my iPhone Begin forwarded message: From: "Keith R. Powell" 3~ ate: November l7 ' 20l5a19:47:32&MEST To: "Robbie Ferris "Ara Heinz , John Gardner Mark Wolfe " PAPR - 001330 Cc: "William F. Halligan" Subject: RE: Hcs Ex B updated draft attached for review & comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halligan,coin (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM, Robbie Ferris Tuesday, November 24, 2015 2:03 PM Keith R. Powell; Robbie Ferris (RFerris@sfla.biz) RE: HCS I Exhibit B - Builder's Risk Coverage Builders Risk Considerations.pdf Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category From: Sent: Keith, I have received two quotes for Builder's Risk coverage from Zurich and AmRisc, and I should receive a third quote today from ACE. I will provide you with a spreadsheet comparing the three options and allow for HCS to compare the coverage to the coverage available through the IRF. I can also provide sample coverage forms. A large factor in determining the cost of the Builder's Risk insurance is the # of months that coverage will be needed. Do you know if HCS will want Builder's Risk coverage in force immediately or would like to wait until vertical construction/subsurface work to accommodate vertical construction begins? After review of the IRF coverage form, causes of loss form, and the flood and earthquake endorsements, I still have the same concerns as outlined in our original correspondence for protection of the Design-Builder. ® Damage to the project by a subcontractor would be covered by the IRF's Builder's Risk policy; however, the Builder's Risk insurer may look to 3 rd party coverage to pay the claim which could lead to a delay on the project. We recommend providing the Design-Builder and subcontractors with a waiver of subrogation on the Builder's Risk policy as all covered claims will be First Party claims and should be settled much more swiftly. ' Materials at temporary storage facilities are not covered on the IRF policy. ® Materials must be within 100 feet of the described premises to be covered. Since the Design-Builder and subcontractors of all tier will not be Named Insured's on the IRF's policy, the word "you" and "your" as used in the policy only refer to HCS as a Named Insured. o Covered Property is defined in 1.b.(2) as "your building material and supplies used for construction". If HCS has not paid Firstfloor/their subcontractors for materials located at the site, it can be argued that those materials are considered Property of Others. o There is coverage limitation of $2,500 of Property of Others ® Delay is not covered on the IRF policy. If a covered cause of loss on the Builder's Risk policy damages one or more schools, would HCS want insurance proceeds to pay for the extra expense to accommodate those students that were to occupy these schools? • The endorsements that you provided indicate that coverage will extend for Flood and Quake. • Can you please confirm that the deductibles for Wind, Flood, and Quake will be $1,000 as outlined in the Thank you, Brad Clark, CIC Vice President BB&T Insurance Services PAPR - 001332 From : Keith R . Powell [ mailto:kpowell @ childs-halligan.net] Sent: November 18, 2015 2:20 PM To: Clark, Brad ; Robbie Ferris ( RFerris@sfla.biz) Subject : RE: HCS I Exhibit B I'm talking to them about a lot of last minute edits this afternoon and will include the builder-provided BR policy as a topic on the list. The terms provide for FFEP to place coverages after execution so we have a few days , although of course next week is truncated for business purposes. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From : Clark, Brad [ maiIto:Brad.Clark @ BBandT.com ] Sent: Wednesday, November 18, 2015 2:17 PM To: Keith R . Powell ; Robbie Ferris ( RFerris0bsfla.biz ) Subject : RE: HCS ( Exhibit B Thank you Keith. I will review the coverage and inform Robbie / Firstfloor Energy Positive LLC ("FFEP ") of any concerns. If you would like, I will pursue a Builder's Risk coverage option in the voluntary marketplace that will list HCS, FFEP, and subcontractors as named insureds . HCS can compare this to the premium and coverage available through the IRF. Do you know what wind / named storm deductible the IRF uses? Thanks, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919,281.4545 Direct 678.612.7403 Cell brad,clarkCa)bbandt,com m a i l co d e: 120-80-01-15 From: Keith R. Powell [ maiIto:kpowellCc~i childs-halliaan.net ] Sent: November 18, 2015 12:56 PM 2 PAPR - 001333 To: Clark, Brad; Robbie Ferris ( RFerris(&sfla.biz ) Subject, FW: HCS I Exhibit B Importance: High Attached info for your use. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From Ara Heinz [ mailto:AHeinz5horrycountyschools.net ] Sent: Wednesday, November 18, 2015 12:40 PM To: Keith R. Powell Subject: RE: HCS I Exhibit B Mr. Powell, Sorry for the delay. In a mtg this morning and dr's appt right after. Let me Know if you need anything else. Regards, Ara Heinz I Procurement Services SifP: 843/488-6930 E-0-rryy County Schools 1 335 Four Mile Rd. I Conway, SC 29526 Website: Pr Date: November 17, 2015 at 5:30:59 PM EST To: "Keith R. Powell" < kpowell @,childs-halli an.net >, Robbie Ferris < RFerris@sfla.biz > Subject: RE: IICS I Exhibit B Keith, Can you please send me the Causes of Loss Form referenced in the Builders Risk Coverage Form and all applicable endorsements/exclusions? I would like to review the excluded perils as the policy wording in the attachments you send provides very limited coverage for the exposure. Thank you, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919;281.4545 Direct 678.612.7403 Cell brad.clark@bbandt.com mailcode: 120-80-01-15 From: Keith R. Powell [ mailto:kpowell@childs-halli gan.net ] Sent: November 17, 2015 1:22 PM To: Robbie Ferris Cc: Clark, Brad Subject: RE: HCS I Exhibit B Here are the forms. The BR policy talks about "your" property, but the IRF won't let HCS name a nongovernment entity as an insured or loss payee. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [ mailto:RFerris@sfla.biz ] Sent: Tuesday, November 17, 2015 12:22 PM To: Keith R. Powell Cc: Clark, Brad ( Brad.Clark@BBandT.com ) Subject: FW: HCS I Exhibit B Keith, Apparently our insurance company sent me an email about this a few days ago that I never sent you. Sorry!! 4 PAPR - 001335 Robbie/Mike, After reviewing this updated draft, I still see the same potential problem areas as previously outlined. There are some significant gaps in the protection of First Floor and subcontractors with the language used for Builder's Risk coverage, specifically: ® ® ® Design-Builder and subcontractors of all, tiers should have insured status on the Builder's Risk policy in order to ensure your interests are protected. HCS should agree to waive subrogation against First Floor and subcontractors of all tiers for losses covered by the Builder's Risk policy. This waiver will prevent HCS' insurer from seeking subrogation against First Floor's or a subcontractor's GL coverage if a contractor caused damage to the project. The contract states that HCS has the responsibility to pay losses not covered by deductibles, but the contract does not state anything regarding excluded perils, inadequate limits, or property not covered. These can all be significant exposures. Other areas as outlined in the attached "Builder's Risk Considerations". Additional Insured status is still referenced for Pollution Liability coverage even though that coverage is not required by HCS. I recommend striking this language since First Floor is not required to carry Pollution Liability by HCS. As discussed previously, BB&T still recommends that you purchase Pollution Liability coverage to protect First Floor. Thanks, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678.612.7403 Cell brad.clark@bbandt.com ma i lcode: 120-80-01-15 From: Peeples, Kenneth Sent: November 17, 2015 10:30 AM To: Blanchard, Kathy; Clark, Brad Subject: Fwd: Hcs lien Peeples 919-281-4510 office 919-215-9779 cell Via iPhone Begin forwarded message: 9 PAPR - 001336 Guys, See attached exhibit B in the email from Keith Powell. Robbie Sent from my iPhone Begin forwarded message: From: "Keith R. Powell" Date: November 17, 2015 at 9:47:32 AM EST To: "Robbie Ferris (RFerris@sfia.biz)" , MarkWolfe , "Ara Heinz (AHeinz@horrvcountyschools.net)" , John Gardner , Kenneth Generette , "rmaxey@horrycountyschools,net" Cc: "William F. Halligan" Subject: RE: Hcs Robbie & HCS folks: Ex B updated draft attached for review & comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-haUigan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disciosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: Keith PAPR - 001337 Can you send the latest version of the contract for review Robbie Sent from my iPhone ijibiu' iI?fO1'IT/ff 1Q11 Of The tJ?J//i/ifT./l 11/ liii /1(117S17'/tc.V701? ]I R /V L'üfl(C/iJi prop/(c, fLf1i üi?C/ LL 1 M , IIS (iJ///1(I1(V ((/II 11/U) L)i Sl.(()JCI 10 p/HI/wI/oil UI/dO! /he lao, Tho message is inInJer( iiidivivhuil 0/ ewify 10 Oh/U/i 1/15 tIiIdIeSSCtl. 1/1.1)71 1710 /701 the ia/coded 1eCl/2(.?1I. 000 (/10 171)/i//ed f/ial aou use, dimrihmion or copy/ag of the oless//ge is slikid' D)'HIUI)I/U/ I. 17yoa 1010/00// this Jflc.V5U'O 117 01101, /710(150 tic/etc the I/la/c/oaf //oin 'aiit system 'i(voiil 'iuidiiiy (lie /0 /7/0))! a//// oofítv 11w seniIi /Jmnedia/eI/.' a/the 1fl/lt//'ertOlit fI'mismIss/o/i, /dO I/e vole ase 0! (/10 7 PAPR - 001338 • ØJ _ ~ ..> Brad Clark 4309 Emperor Blvd., Suite 300 Durham, NC 27703 Phone (919) 281-4545 Fax (888) 746-8761 Toll Free (800) 672-1674 Builder's Risk Considerations / Questions for ICS B.3.2.6 indicates that the Owner will file a copy of the Builder's Risk policy. Will the Owner provide the Design-Builder with a specimen (sample) copy of the policy that will be used? 2. BB&T recommends that the Design-Builder and subcontractors of all tiers should be added as named insured on the Builder's Risk policy, a. B.3.2.5 indicates that the owner will provide a waiver of subrogation in favor of the Design-Builder for adjacent property. If the owner will not add the Design-Builder as named insured, request should be made that the owner waive subrogation on the Builder's Risk policy in favor of the Design-Builder and subcontractors of all tiers, i. Section B.3.2.7 has been struck which would normally provide the waiver on the Builder's Risk policy. BB&T recommends that this section be added back into the contract. 3. B.3.2.I.2 indicates owner shall pay costs not covered because of such deductibles, Will owner also pay costs not covered because of excluded perils, excluded property, or inadequate limits? a. Areas of exposure that may not be covered on the SC policy include, but are not limited to: delay in completion, expediting expenses, testing, and construction forms and scaffolding. 4. Section 5.1.4.3 states that the Design-Builder will reimburse the owner for delay, improperly timed activities, and defective construction. A loss to the project caused by a subcontractor that is covered by the Builder's Risk policy may also delay the project. If the Builder's Risk policy obtained by the owner does not include Delay in Completion coverage, the uninsured costs from the delay may be the responsibility of the Design-Builder, 5. B.3.2.1.3 states that the Builder's Risk policy will provide coverage for portions of the work stored off the site and portions of the work in transit; however, the SC policyholder manual indicates that "covered property" includes machinery, equipment and supplies within 100 feet of the premises. BB&T recommends clarifying coverage for off-site property and property in transit. 6. BB&T recommends obtaining a full list of exclusions and a list of property not covered on the Builder's Risk policy obtained by Owner. PAPR - 001339 From: Sent: To: Cc: Subject: Attachments: Robbie Ferris Tuesday, November 24, 2015 4:49 PM Clark, Brad Keith R. Powell Re: HCS I Exhibit B Builder's Risk Coverage image001,png Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category - Brad Would it make sense for you to meet with Hcs staff About insurance options next week Say wednsday Sent from my iPhone On Nov 24, 2015, at 2:03 PM, Clark, Brad wrote: Keith, I have received two quotes for Builder's Risk coverage from Zurich and AmRisc, and I should receive a third quote today from ACE. I will provide you with a spreadsheet comparing the three options and allow for HCS to compare the coverage to the coverage available through the IRF. I can also provide sample coverage forms. A large factor in determining the cost of the Builder's Risk insurance is the # of months that coverage will be needed. Do you know if HCS will want Builder's Risk coverage in force immediately or would like to wait until vertical construction/subsurface work to accommodate vertical construction begins? After review of the IRF coverage form, causes of loss form, and the flood and earthquake endorsements, I still have the same concerns as outlined in our original correspondence for protection of the DesignBuilder. ® Damage to the project by a subcontractor would be covered by the IRF's Builder's Risk policy; however, the Builder's Risk insurer may look to 3 rd party coverage to pay the claim which could lead to a delay on the project. We recommend providing the Design-Builder and subcontractors with a waiver of subrogation on the Builder's Risk policy as all covered claims will be First Party claims and should be settled much more swiftly. ® Materials at temporary storage facilities are not covered on the IRF policy. ® Materials must be within 100 feet of the described premises to be covered. ® Since the Design-Builder and subcontractors of all tier will not be Named Insured's on the IRF's policy, the word "you" and "your" as used in the policy only refer to HCS as a Named Insured. o Covered Property is defined in 1.b.(2) as "your building material and supplies used for construction". If HCS has not paid Firstfloor/their subcontractors for materials located at the site, it can be argued that those materials are considered Property of Others. o There is coverage limitation of $2,500 of Property of Others 1 PAPR - 001340 ® Delay is not covered on the IRF policy. If a covered cause of loss on the Builder's Risk policy damages one or more schools, would HCS want insurance proceeds to pay for the extra expense to accommodate those students that were to occupy these schools? ® The endorsements that you provided indicate that coverage will extend for Flood and Quake, ® Can you please confirm that the deductibles for Wind, Flood, and Quake will be $1,000 as outlined in the coverage overview? Thank you, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678.612,7403 Cell brad.clarl<@bbandt.com mailcode: 120-80-01-15 From: Keith R. Powell [mailto:kpowell(a childs-halligan.net ] Sent: November 18, 2015 2:20 PM To: Clark, Brad; Robbie Ferris (RFerrisCa sfla.biz) Subject: RE: HCS I Exhibit B I'm talking to them about a lot of last minute edits this afternoon and will include the builder-provided BR policy as a topic on the list. The terms provide for FFEP to place coverages after execution so we have a few days, although of course next week is truncated for business purposes. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan,com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this Message in error, please notify us by telephone as listed above immediately. From: Clark, Brad [mailto: Brad.Clark@BBandT.com] Sent: Wednesday, November 18, 2015 2:17 PM To: Keith R. Powell; Robbie Ferris (RFerris@sfla.biz) Subject: RE: HCS I Exhibit B Thank you I Date: November 17, 2015 at 5:30:59 PM EST To: "Keith R. Powell" < kpowell a,childs-halligan.net>, Robbie Ferris : HCS I Exhibit B Subject: ~ Keith, Can you please send me the Causes of Loss Form referenced in the Builders Risk Coverage Form and all applicable endorsements/exclusions? I would like to review the excluded perils as the policy wording in the attachments you send provides very limited coverage for the exposure. Thank you, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678.612.7403 Cell brad,clarl<@bbandt.com mailcode: 120-80-01-15 From: Keith R. Powell [ mailto:kpowell@childs-halli gan.net ] Sent: November 17, 2015 1:22 PM To: Robbie Ferris Cc: Clark, Brad Subject: RE: HCS I Exhibit B Here are the forms. The BR policy talks about "your" property, but the IRF won't let HCS name a nongovernment entity as an insured or loss payee. Keith R. Powell Childs & Halligan, P.A. PAPR - 001343 Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege, If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material, If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [maiIto:RFerris@sfla.biz] Sent: Tuesday, November 17, 2015 12:22 PM To: Keith R. Powell Cc: Clark, Brad (Brad.Clark@BBandT.com ) Subject: FW: HCS I Exhibit B Keith, Apparently our insurance company sent me an. email about this a few days ago that I never sent you. Sorry!l Feel free to call Brad directly to discuss his concerns. Robbie Robbie/Mike, After reviewing this updated draft, I still see the same potential problem areas as previously outlined. There are some significant gaps in the protection of First Floor and subcontractors with the language used for Builder's Risk coverage, specifically: ® • • • Design-Builder and subcontractors of all tiers should have insured status on the Builder's Risk policy in order to ensure your interests are protected. HCS should agree to waive subrogation against First Floor and subcontractors of all tiers for losses covered by the Builder's Risk policy. This waiver will prevent HCS' insurer from seeking subrogation against First Floor's or a subcontractor's GL coverage if a contractor caused damage to the project. The contract states that HCS has the responsibility to pay losses not covered by deductibles, but the contract does not state anything regarding excluded perils, inadequate limits, or property not covered. These can all be significant exposures, Other areas as outlined in the attached "Builder's Risk Considerations" Additional Insured status is still referenced for Pollution Liability coverage even though that coverage is not required by HCS. I recommend striking this language since First Floor is not required to carry Pollution Liability by HCS. As discussed previously, BB&T still recommends that you purchase Pollution Liability coverage to protect First Floor. Thanks, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct PAPR - 001344 678.612.7403 Cell brad.clark@5bbandt.com mailcode: 120-80-01-15 From: Peeples, Kenneth Sent: November 17, 2015 10:30 AM To: Blanchard, Kathy; Clark, Brad Subject: Fwd: Hcs Ken Peeples 919-281-45l0 office 919-215-9779 cell Via iPhone Begin forwarded message: Guys, See attached exhibit B in the email from Keith Powell. Robbie Sent from my iPhone Begin forwarded message: From: "Keith R. Powell" Date: November 17, 2015 at 9:47:32 AM EST To: "Robbie Ferris (RFerris@sfla.biz) , Mark Wolfe , "Ara Heinz (AHeinz@horrycountyschools.net )" , John Gardner , Kenneth Generette , "rniaxey@horrycountyschools net" Cc: "William F. Halligan" Subject: RE: Hcs 6 PAPR - 001345 Robbie & HCS folks: Ex B updated draft attached for review & comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www,childs-halligan,corn (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disciosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: Keith Can you send the latest version of the contract for review Robbie Sent from my iPhone 711e 1I/Oiiii/t/t)J1 ill I/uS 1I'1U.V1ii/SviO1? 1H(/ ,, cootairl puUpiIe[fl' cIfl(/ JZO)/-]211/)I1C !!C)iJTiitiO/1 0/ //i: / 0!' /1 (f//i/jO/OS jO/C! CC/ti)' I/O .0/i/TOO! 0) 1)101cc/mO mdci thu /uo. I'd is oiieio/udfs' i/ic sole use of ihe iodiciuiuu/ or ell/lie w which ii 1/ nil are no/flue 11)10 iC/OL / i ' ecipieni. )'C) 1/ (1/0 /71)1 i/ic (if/nil u/lie /150, 110/s/mu! /5 C/CL (lose if. 0/ 00/7)1/1/0 0/1/70 1/105/0/0 /5 S/li//tO /)I'(ullilYliOi. lJ/0SSC0 111 u1'lO/', p/0050 Pe/e/e If I/'tu 1110001iui/ /101(1 /0111' 5)51011? (hi. lealling the /0(1 1'O'u'011Ou/ ii/'i0Uf cu/lien.! uiiOI i'in(iti ii'"( , seflocr /iiuI/'I(/u/Iu/fO//' 0//I/o i//(/1h0I'tc1/i fi'(lliSll7i.'XIOIf.. wrote: Keith, I have received two quotes for Builder's Risk coverage from Zurich and AmRisc, and I should receive a third quote today from ACE. I will provide you with a spreadsheet comparing the three options and allow for HCS to compare the coverage to the coverage available through the IRF. I can also provide sample coverage forms. PAPR - 001347 A large factor in determining the cost of the Builder's Risk insurance is the # of months that coverage will be needed. Do you know if HCS will want Builder's Risk coverage in force immediately or would like to wait until vertical construction/subsurface work to accommodate vertical construction begins? After review of the IRF coverage form, causes of loss form, and the flood and earthquake endorsements, I still have the same concerns as outlined in our original correspondence for protection of the DesignBuilder. ® Damage to the project by a subcontractor would be covered by the IRF's Builder's Risk policy; however, the Builder's Risk insurer may look to 3 r `~ party coverage to pay the claim which could lead to a delay on the project. We recommend providing the Design-Builder and subcontractors with a waiver of subrogation on the Builder's Risk policy as all covered claims will be First Party claims and should be settled much more swiftly. ® Materials at temporary storage facilities are not covered on the IRF policy. ® Materials must be within 100 feet of the described premises to be covered. © Since the Design-Builder and subcontractors of all tier will not be Named Insured's on the IRF's policy, the word "you" and "your" as used in the policy only refer to HCS as a Named Insured. o Covered Property is defined in 1.b.(2) as "your building material and supplies used for construction". If HCS has not paid Firstfloor/their subcontractors for materials located at the site, it can be argued that those materials are considered Property of Others. o There is coverage limitation of $2,500 of Property of Others ® Delay is not covered on the IRF policy. If a covered cause of loss on the Builder's Risk policy damages one or more schools, would HCS want insurance proceeds to pay for the extra expense to accommodate those students that were to occupy these schools? ® The endorsements that you provided indicate that coverage will extend for Flood and Quake. •.. Can you please confirm that the deductibles for Wind, Flood, and Quake will be $1,000 as outlined in the coverage overview? Thank you, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678.612.7403 Cell brad.clark@bbandt.com mailcode: 120-80-01-15 From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent : November 18, 2015 2:20 PM To: Clark, Brad; Robbie Ferris (RFerris@sfla.biz) Subject : RE: HCS I Exhibit B I'm talking to them about a lot of last minute edits this afternoon and will include the builder-provided BR policy as a topic on the list. The terms provide for FFEP to place coverages after execution so we have a few days, although of course next week is truncated for business purposes. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com PAPR - 001348 (803) 254-4035 NOTICE: This e-mail niay contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Clark, Brad [ mailto:Brad.Clark@BBandT.com ] Sent: Wednesday, November 18, 2015 2:17 PM To: Keith R. Powell; Robbie Ferris ( RFerris@sfla.biz ) Subject: RE: HCS I Exhibit B Thank you I yschools.net ] Sent: Wednesday, November 18, 2015 12:40 PM 3 PAPR - 001349 Mr. Pow [ Sorry for the delay, In a mtg this morning and dr's appt right after. Let me know if you need anything else. Regards, Ara xcin/ vm*u,=wmt Service s ' ~ p:mG/48aa9s0 Horny County schoo{x ass Four Mile Rd. !Conway, sc2sszs vvcLuue: From: Keith R. Powell Sent: Tuesday, November 17, 2015 6:39 PM To: Ara Heinz Subject: Fwd: HCS Exhibit B Ara - can you get your irf policy to me? I know you sent two excerpts in the summer but the insurance agent for ffe p needs to see it all. Thanks. Keith R. Powell Childs & Halligan, P.A. Columbia , South Carolina (803) 254-4035 NOTICE: Thi e-mail may contain information that is personal and confidential, non - disclosable and protected by attorney-client privilege.If you have received this e-mail in erro r , this does not constitute permission to examine, copy or distribute the accompanyi n g mater u1. If you receive this message in error, please notify us by telephone as listed above immediately. messageFrom: "Clark, Brad" Brad. Clark@BBandT.com > Date: November l7 ^ 2Ol5mt5:3U:599M]80I To: "Keith R. Powell' Robbie Ferris Subject: RE: HCS Exhibit B Keith, Can you please send me the Causes of Loss Form referenced in the Builders Risk Coverage Form and all applicable endorsements/exclusions? I would like to review the excluded perils as the policy wording in the attachments you send prov i des very limited coverage for the exposure. 4 PAPR - 001350 Thank you, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281,4545 Direct 678.612.7403 Cell brad.clarl<@bbandt.com m a i l co d e: 120-80-01-15 From: Keith R. Powell [ mailto:kpowell©a?childs-halliaan.net ] Sent: November 17, 2015 1:22 PM To: Robbie Ferris Cc: Clark, Brad Subject: RE: HCS I Exhibit B Here are the forms. The BR policy talks about "your" property, but the IRF won't let HCS name a nongovernment entity as an insured or loss payee. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [ mailto:RFerris@sfla.biz ] Sent: Tuesday, November 17, 2015 12:22 PM To: Keith R. Powell Cc: Clark, Brad ( Brad.Clark@BBandT.com ) Subject: FW: HCS Exhibit B Keith, Apparently our insurance company sent me an email about this a few days ago that I never sent you. Sorry!! Feel free to call Brad directly to discuss his concerns. Robbie Robbie/Mike, After reviewing this updated draft, I still see the same potential problem areas as previously outlined. There are some significant gaps in the protection of First Floor and subcontractors with the language used for Builder's Risk coverage, specifically: ® Design-Builder and subcontractors of all tiers should have insured status on the Builder's Risk policy in order to ensure your interests are protected. PAPR - 001351 ® ® HCS should agree to waive subrogation against First Floor and subcontractors of all tiers for losses covered by the Builder's Risk policy. This waiver will prevent HCS' insurer from seeking subrogation against First Floor's or a subcontractor's GL coverage if a contractor caused damage to the project. The contract states that HCS has the responsibility to pay losses not covered by deductibles, but the contract does not state anything regarding excluded perils, inadequate limits, or property not covered. These can all be significant exposures. Other areas as outlined in the attached "Builder's Risk Considerations". Additional Insured status is still referenced for Pollution Liability coverage even though that coverage is not required by HCS. I recommend striking this language since First Floor is not required to carry Pollution Liability by HCS. As discussed previously, BB&T still recommends that you purchase Pollution Liability coverage to protect First Floor. Thanks, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd,, Suite 300 Durham, NC 27703 919.281.4545 Direct 678.612.7403 Cell brad.clark@bbandt.com m a i l c o d e: 120-80-01-15 From: Peeples, Kenneth Sent: November 17, 2015 10:30 AM To: Blanchard, Kathy; Clark, Brad Subject: Fwd: Hcs Ken Peeples 919-281-4510 office 919-215-9779 cell Via iPhone Begin forwarded message: From: Robbie Ferris Date: November 17, 2015 at 9:55:52 AM EST To: Nancy Zablud , Mike Wawrzyniak , "Kenneth J. Peeples" , Aaron Thomas ,Mike Richter Subject: Fwd: Hes PAPR - 001352 Guys, See attached exhibit B in the email from Keith Powell, Robbie Sent from my iPhone Begin forwarded message: From: "Keith R. Powell" Date: November 17, 2015 at 9:47:32 AM EST To: "Robbie Ferris (RFerris@sfla.biz)" , Mark Wolfe , "Ara Heinz (AHeinz@honycountyschools.net )" John Gardner , Kenneth Generette , "rmaxey@horrycountyschools.net " Cc: "William F. Halligan" Subject: RE: Hes Robbie & HCS folks: Ex B updated draft attached for review & comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disciosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: Keith Can you send the latest version of the contract for review PAPR - 001353 Sent from my iPhone J 1U7 /1)J)i'11iClk!)(? in t1/6S /IY:d1?S1)71 ~ssioll (;Olitfii1Z j)li)721 .'tal''y and ]"}!,?l? pithI/c /)7/ 11-71N11`ioi% t)J i5 f;t: 07" fl S u/f ull({/C,C' ("/;?ij (11(o , b' uliieci to ],wotecif011 iin'1{ et' the /011 _ U/iU1- The iT i.s0z'e r; 1J?/CCU/C1//01 1/lu SO/C u.VC o the irtc(iviclui/l or I)Iwa/c fu 1'rhic11 it /;' Cir_T1`Iu t l`cl, [/101.1 U/`C 1101 1hC Cii1e?i/f.'d1CClp/COt, von true I2olrficC /hol evI1J' ore, 6/iNl1h11tion1 Oi COp i/'i,/ of I/ic Iou/sage IS S'1 /'TC'C/l'/7tO/'lihi/C(, I/ you i'ecciuedl this f) `;C! !--'e /i7 E.i roi', o/ U S' Pc/ioE' the 1'/'laic ial 1"hn"'? vow 510 0011 li-ll/lot'1 P'C'.ir/iiZ4'y I/lu /rl{'.'n7/ (lOU i/Oi.1/V I /iC '1(1111/CiC iO1ni/CG/l(`(C/1) u/ //ic iYILI(ll C CICOI lioji rn1a5wi, PAPR - 001354 From: Sent: To: Cc: Subject: Attachments: Keith R. Powell Tuesday, November 24, 2015 5:12 PM Clark, Brad Robbie Ferris Re: HCS I Exhibit B Builder's Risk Coverage imageOOl.png Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category - That's probably best Keith R. Powell Childs & Halligan, PA. Columbia, South Carolina www.childs-halliaan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 24, 2015, at 5:05 PM, Clark, Brad wrote: I'm available Tuesday and Friday next week to meet with HCS staff to review insurance options, Thanks, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678.6127403 Cell brad.cIark bbandt.com mailcode: 120-80-01-15 From: Robbie Ferris [mailto:RFerris©sfla.biz] Sent: November 24, 2015 4:49 PM To: Clark, Brad 1 PAPR - 001355 Cc: Keith R. Powell Subject: Re: HCS I Exhibit B - Builder's Risk Coverage Brad Would it make sense for you to meet with lies staff About insurance options next week Say wednsday Sent from my iPhone On Nov 24, 2015, at 2:03 PM, Clark, Brad < Brad.Clark@BBandT.com > wrote: Keith, I have received two quotes for Builder's Risk coverage from Zurich and AmRisc, and I should receive a third quote today from ACE. I will provide you with a spreadsheet comparing the three options and allow for HCS to compare the coverage to the coverage available through the IRF. I can also provide sample coverage forms. A large factor in determining the cost of the Builder's Risk insurance is the # of months that coverage will be needed. Do you know if HCS will want Builder's Risk coverage in force immediately or would like to wait until vertical construction/subsurface work to accommodate vertical construction begins? After review of the IRF coverage form, causes of loss form, and the flood and earthquake endorsements, I still have the same concerns as outlined in our original correspondence for protection of the Design-Builder. ® Damage to the project by a subcontractor would be covered by the IRF's Builder's Risk policy; however, the Builder's Risk insurer may look to 3` d party coverage to pay the claim which could lead to a delay on the project. We recommend providing the Design-Builder and subcontractors with a waiver of subrogation on the Builder's Risk policy as all covered claims will be First Party claims and should be settled much more swiftly. • Materials at temporary storage facilities are not covered on the IRF policy. • Materials must be within 100 feet of the described premises to be covered. • Since the Design-Builder and subcontractors of all tier will not be Named insured's on the IRF's policy, the word "you" and "your" as used in the policy only refer to HCS as a Named Insured. o Covered Property is defined in 1.b.(2) as "your building material and supplies used for construction". If HCS has not paid Firstfloor/their subcontractors for materials located at the site, it can be argued that those materials are considered Property of Others. o There is coverage limitation of $2,500 of Property of Others Delay is not covered on the IRF policy. If a covered cause of loss on the Builder's Risk policy damages one or more schools, would HCS want insurance proceeds to pay for the extra expense to accommodate those students that were to occupy these schools? ® The endorsements that you provided indicate that coverage will extend for Flood and Quake. • Can you please confirm that the deductibles for Wind, Flood, and Quake will be $1,000 as outlined in the coverage overview? PAPR - 001356 Thank you, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678.612.7403 Cell brad.clark@bbandt.com mailcode: 120-80-01-15 From: Keith R. Powell [ mailto:kpowell©childs-halligan.net ] Sent: November 18, 2015 2:20 PM To: Clark, Brad; Robbie Ferris ( RFerris©sfla.biz ) Subject: RE: HCS I Exhibit B I'm talking to them about a lot of last minute edits this afternoon and will include the builder-provided BR policy as a topic on the list. The terms provide for FFEP to place coverages after execution so we have a few days, although of course next week is truncated for business purposes. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Clark, Brad [ mailto:Brad.Clark@BBandT.com ] Sent: Wednesday, November 18, 2015 2:17 PM To: Keith R. Powell; Robbie Ferris ( RFerris@sfla.biz ) Subject: RE: HCS I Exhibit B Thank you Keith. I will review the coverage and inform Robbie / Firstfloor Energy Positive LLC ("FFEP") of any concerns. If you would like, I will pursue a Builder's Risk coverage option in the voluntary marketplace that will list HCS, FFEP, and subcontractors as named insureds. HCS can compare this to the premium and coverage available through the IRF. Do you know what wind/named storm deductible the IRF uses? Thanks, Brad Clark, CIC Vice President PAPR - 001357 BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678,612,7403 Cell brad.clark@bbandt.com mailcode: 120-80-01-15 From Keith R. Powell [ mailto: kpowell@rchilds-halliaan.net ] Sent: November 18, 2015 12:56 PM To: Clark, Brad; Robbie Ferris ( RFerris©sfla.biz ) Subject: FW: HCS I Exhibit B Importance: High Attached info for your use. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Ara Heinz [ mailto:AHeinz@horr ycountyschools.net ] Sent: Wednesday, November 18, 2015 12:40 PM To: Keith R. Powell Subject: RE: HCS I Exhibit B Mr. Powell, Sorry for the delay. In a mtg this morning and dr's appt right after. Let me know if you need anything else. Regards, Ara Heinz I Procurernent Services Hurry County Schools 1 I P: 843/488-6930 335 Four Mile Rd, I Conway, SC 29526 Website; Procurement,horrycountyschools.net cimage001.png> From: Keith R. Powell [ mailto:kpowell@childs-halligan.net ] Sent: Tuesday, November 17, 2015 6:39 PM To: Ara Heinz Subject: Fwd: HCS I Exhibit B Ara - can you get your irf policy to me? I know you sent two excerpts in the summer but the insurance agent for ffep needs to see it all. Thanks. Keith R. Powell 4 PAPR - 001358 Childs & Halligan, P.A. Columbia, South Carolina www.childs-halli an.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. Begin forwarded message: From: "Clark, Brad" Date: November 17, 2015 at 5:30:59 PM EST To: "Keith R. Powell" , Robbie Ferris CS Exhibit Subject: Keith, Can you please send me the Causes of Loss Form referenced in the Builders Risk Coverage Form and all applicable endorsements/exclusions? I would like to review the excluded perils as the policy wording in the attachments you send provides very limited coverage for the exposure. Thank you, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678,612,7403 Cell brad.clark@bbandt.com m a i l co d e: 120-80-01-15 From: Keith R. Powell [ mailto:kpowell@lchilds-halliclan.net ] Sent: November 17, 2015 1:22 PM To: Robbie Ferris Cc: Clark, Brad Subject: RE: HCS I Exhibit B Here are the forms. The BR policy talks about "your" property, but the IRF won't let HCS name a nongovernment entity as an insured or loss payee. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com 5 PAPR - 001359 (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [ mailto:RFerris@sfla.biz ] Sent: Tuesday, November 17, 2015 12:22 PM To: Keith R. Powell Cc: Clark, Brad ( Brad.Clark@BBandT.com ) Subject: FW: HCS I Exhibit B Robbie/Mike, After reviewing this updated draft, I still see the same potential problem areas as previously outlined, There are some significant gaps in the protection of First Floor and subcontractors with the language used for Builder's Risk coverage, specifically: ® ® ® ® Design-Builder and subcontractors of all tiers should have insured status on the Builder's Risk policy in order to ensure your interests are protected. HCS should agree to waive subrogation against First Floor and subcontractors of all tiers for losses covered by the Builder's Risk policy. This waiver will prevent HCS' insurer from seeking subrogation against First Floor's or a subcontractor's GL coverage if a contractor caused damage to the project. The contract states that HCS has the responsibility to pay losses not covered by deductibles, but the contract does not state anything regarding excluded perils, inadequate limits, or property not covered. These can all be significant exposures. Other areas as outlined in the attached "Builder's Risk Considerations". Additional Insured status is still referenced for Pollution Liability coverage even though that coverage is not required by HCS. I recommend striking this language since First Floor is not required to carry Pollution Liability by HCS. As discussed previously, BB&T still recommends that you purchase Pollution Liability coverage to protect First Floor. Thanks, Brad Clark, CIC PAPR - 001360 Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678612.7403 Cell mai oode: I20'80'01'15 From: Peeples Kenneth Sent: November 17, 2015 10:30 AM To: Blanchard, Kathy Clark, Brad Subject: Fwd: Hcs Ken Peeples 919-281-4510 office 919-215-9779 cell Via iPhone Begin forwarded message: Guys See attached exhibit B in the email from Keith Powell, Robbie Sent from my iPhone Begin forwarded message: From: "Keith R, Powell" Date: November 17, 2015 at 9:47:32 AMESI To: "Robbie Ferris " Mark Wolfe net>, 'Ara Heinz PAPR - 001361 , John Gardner , Kenneth Generette Cc: "William F. Halligan" Robbie & HCS folks: Ex B updated draft attached for review & comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina wv,rw,childshalligan,com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disciosable and protected by attorney-client privilege. If you have received this email in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: Keith Can you send the latest version of the contract for review Sent from my iPhone PAPR - 001362 7 '1 /i1/071/'I/Io// (1/ liii 0(1/Of/HO/OH Il/Hi :0/lifIlil J)iO/)/lC'i(/I I f/HI! /)!I!/H /I//o//I(I//(J/l of RJY / 01' i"s (I//i//H/Os /11/ alld moo bc ci to jirko/mi! il//c/cO i/s /uw, fur f/Ic ,/ 's of 1/ic /io/IiIc/i.oi/ or /101 (/l '1I/s//10r11 IC' volil" I/o' ink!/I(1"(1 or this 0/0/7/ u/Is/I J?J'i/ 011/11/lu 1(1 1/10/1/ li/I! arc, u/ihs ni' ff00 in iIi01U1/' III, ('/10/', 1(11/rh II is 1l(/cfr!,V:m/L 1/ J)7'ufe c/sii 1I',s )v1/'11m11 icciiI/iic iho ociiiciii and (/1/rn lom/im'] 111611, 0/1/ 110 117(1/1 /5 oIl/h/is I, 010150/0/ /10/u 001/j V I/ic SO//c/Of' 0111 Ii'H1loHxSio// xnble and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM Robbie Ferris wrote: Keith Can you send the latest version of the contract for review Robbie PAPR - 001365 Sent from my iPhone PAPR - 001366 Design3uik An ndiner: This Amendment is incorporated into the accompanying AIA Document A141Tm-2014, Standard Form of Agreement Between Owner and Design-Builder dated the twenty-third day of November in the year two thousand fifteen (the "Agreement') (In words, indicate day, month and year.) for the following PROJECT: (Name and location or address) New Socastee Elementary School per Owner's Request for Proposals No. 1415-91and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91 THE OWNER: (Nance, legal status and address) Horry Counter Schools, South Carolina, a political subdivision ofthe StRL. of South Carolina. 335 Four Mile Rd. Conway, SC 29526 THE DESIGN•BUILDER: (Name, legal status and address) FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 The Owner and Design-Builder hereby amend the Agreement as follows. 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. Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located. TABLE OF ARTICLES A.1 CONTRACT SUM • ARTICLE Al CONTRACT SUM § A.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder's performance of the Contract after the execution of this Amendment. The Contract Sum shall be one of the following and shall not include compensation the Owner paid the Design-Builder for Work performed prior to execution of this Amendment: (Check the appropriate box.) [ X ] Stipulated Sum, in accordance with Section A.1.2 (Paragraphs deleted) Init. Document Al 41 T11 — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This Alai;" Document is protected by U.h Copyright I_aw 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 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale, (728068658) User Notes: AIA PAPR - 001367 below § A.1.2 Stipulated Sum § A,1.2,1 The Stipulated Sum shall be thirty-seven million nine hundred fifty-three thousand nine hundred ninety-one dollars ($ 37,953,991.00), subject to authorized adjustments as provided in the Design-Build Documents. (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § A.1.5 Payments § A.1.5.1 Progress Payments § A.1.5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design-Build Documents. § A.1.5,1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. § A.1.5.1.3 An itemized payment request shall be submitted to the District by the 25" day of each month that payment is being requested and at completion of the project, using the form provided by the District. The payment request shall not include a) any work anticipated to be completed but not completed by the end of each month being requested; b) any materials not incorporated into the work to be performed except those properly stored as stated in the Contract Agreement; c) any damaged, used, inferior or substituted materials not meeting the requirements and standards of the contract; nor d) any amounts the Contractor does not intend to pay to any subcontractor or supplier, where performance or material quality is in question or any other dispute is pending. If, upon review of the payment request and based upon the best determination of the District, the amount requested does not accurately represent, in the District's opinion, the progress of the completed work to be performed in the Scope of Work the District shall have the right to adjust the payment request to more accurately reflect the percentage of completed work/services. The District shall approve and Payment by the District of authorize payment to the Contractor no more often than once monthly. undisputed amounts shall be made by the 15" day of the following month if request is received by Contractor by the 25"' of the month. If payment request is not received by the 25". the payment will be made within thirty (30) days from the date the District receives the payment request (Paragraph deleted) § A.1.5.1.5 With each Application for Payment the Design-Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. Compensation for design services, if any, shall be shown separately. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. § Al .5.1.6 In taking action on the Design-Builder's Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections A,1.5.1.4 or A.1.5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid. 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. § A.1,5.1,7 Except with the Owner's prior approval, the Design-Builder shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. init AlA Document A141 T'^ — 2014 Exhibit A. Copyright © 2004 and 2014 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 a Document, or any portion of It, may result ht severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (728068658) User Notes: PAPR - 001368 § A.1.5.2 Progress Payments--.Stipulated Sum § A.1.5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § A.1.5.2.2 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be computed as follows: Take that portion of the Contract Sum properly allocable to completed Work as determined by .1 multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of three and one/half percent ( 3.5 %) on the Work. Pending final determination of cost to the Owner of Changes in the Work, amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement; Add that portion of the Contract Sum properly allocable to materials and equipment delivered and .2 suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of three and one-half percent (3.5 %); Subtract the aggregate of previous payments made by the Owner; and .3 .4 Subtract amounts, if any, the Owner has withheld or nullified, as provided in Section 9.5 of the Agreement. § A.1.5.2.3 The progress payment amount determined in accordance with Section A.1.5.2.2 shall be further modified under the following circumstances: Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the .1 full amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.6 of the Agreement discusses release of applicable retainage upon Substantial Completion of Work) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Design-Builder, any additional amounts payable in accordance with Section 9.10.3 of the Agreement. (Paragraphs deleted) § A,1.5,5 Final Payment § A.1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days after the Design-Builder has fully performed the Contract and the requirements of Section 9,10 of the Agreement have been satisfied, except for the Design-Builder's responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements which extend beyond final payment. (Paragraph deleted) ARTICLE A.2 CONTRACT TIME § A.2.1 Contract Time, as defined in the Agreement at Section 1,4.13, is the period of time, including authorized adjustments, for Substantial Completion of the Work. § A,2.2 The Design-Builder shall achieve Substantial Completion of the Work as follows: May 1, 2017. (Table deleted) , subject to adjustments of the Contract Time as provided in the Design-Build Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) Liquidated damages per A141-2014. Init. AIA Document A141 TM ® 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA` Document in 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 arlminal penalties, and will be prosecuted to the maximum extant possible under the law. This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001369 ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the Owner's Design Requirements (including addenda to the RFP) and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91,: (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraph deleted) § A.3.1.5 Allowances and Contingencies: (Identify any agreed upon allowances and contingencies, including a statement of their basis,) I Allowances Owner Furniture Allowance $ 1 ,0000,000 Owner Hardware Allowance $ 250,000 Owner Controls Allowance $ 500,000 Owner Fire Alarm Allowance $ 600,000 Owner Playground Equipment Allowance $350,000 $ 150,000 Owner Special Inspections All Owner Commissioning Allowance $ 00,000 Owner Technology Allowance $ 1 ,275,000 $200,000 Owner Landscaping Allowance .2 Contingencies Owner contingency is currently Not in Contract and amounts will be determined by Modification. § A.3.1.6 Design-Builder's assumptions and clarifications: Pursuant to the Proposal accepted by the Horry County Board of Education on November 2, 2015. The Design-Builder's Proposal clarifies the Design-Builder's assumptions and clarifications. The Horry County Board of Education accepts the Proposal as an acceptable interpretation of the Design Requirements. I (Paragraphs deleted) ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder's key personnel are identified below: (Identify name, title and contact information.) Socastee ES: Superintendent: Dale McCoy (Paragraph deleted) Project Manager: Mike Dickman (Paragraphs deleted) Assistant Superintendent: David (sham § A.4.2 The Design-Builder shall retain the following Consultants, Contractors and suppliers, identified below: (List name, discipline, address and other information,) SfL+a Architects: Architect, Raleigh NC Metcon/TA Loving joint venture: General Contractor, Pembroke NC Inot. AIA Document A141 TM — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unaul:horized reproduction or distribution otthis Ale Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale, (728068658) User Notes; PAPR - 001370 4 (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § A.5.4 Other Agreements (Paragraph deleted) § A,5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Documents. § A,5.4.3 The agreements between the Design-Builder and Architect and other Consultants identified in the Agreement shall be in writing. These agreements shall be promptly provided to the Owner upon the Owner's written request. § A.5.5 Accounting Records The Design-Builder 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 the Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Design-Builder's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Contractor's proposals, purchase orders, vouchers, memoranda and other data relating to the Contract. The Design-Builder shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. § A.5.6 Relationship of the Parties The Design-Builder accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to exercise the Design-Builder's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. This Amendment to the Agreement entered into as of the day and year first written above. Init. OWNER (Signature) DESIGN-BUILDER (Signature) Joe Defeo, Chairman of the Board of Education (Printed name and title) Robert Ferris, Authorized Member (Printed name and title) AIA Document A141 TM — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA` Documeni is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA 5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to tire maximum extent possible under the law. This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001371 Additions andJ dww Report for AlA '5 Document A141 r "° — 2014 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 11:51:25 on 11123/2015. This Amendment is incorporated into the accompanying AIA Document A14lT"'-2014, Standard Form of Agreement Between Owner and Design-Builder dated the twenty-third day of November in the year two thousand fifteen (the "Agreement") chool per Owner's Request for Proposals No. 1415-91and the Design-Builder's New Socastee Elementary School proposal to the Owner pursuant to Owner's Solicitation No. 1415-91 Horryçgu.trty Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd. Conway, SC 29526 FIRSTFLOOR ENERGY POSITIVE LLC , 333 Fayetteville St., Suite 225 Raleigh, NC 27601 [ X ] Stipulated Sum, in accordance with Section A.1.2 below -i.-. § A.1.2.1 The Stipulated Sum shall be ( $ ), thirty-seven million nine hundred fifty-three thousand nine hundred ninety-one dollars ($ 37,953,991.00), subject to authorized adjustments as provided in the Design-Build Documents, Additions and Deletions Report for AlA Document A141 55 - 2014 Exhibit A. Copyright © 2004 and 2014 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`e0 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible. under the law. This documentwas produced by AIA software at 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001372 i Y ~ • 6 Additions and Deletions Report for AIA Document A141 TM —2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. VVARNINCi: This AIA Document is protected by U.S. Copyright Law told 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 11:51:25 on 11/23/2015 under Order No.02395862081 which expires on 07/14/2016, and is not for resale. (728068658) User Notes; PAPR - 001373 § A.1.5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the h enth f #ews: month. § Al .5.1.3 _itemized payment request shall be submitted to the District by the 25" day of each month that payment is being requested and at completion of the project, using the form provided by the District. The payment request shall not include al any work anticipated to be completed but not completed by the end of each month beingrec uested; b) any materials not incorporated into the work to be performed except those properly stored as stated in the Contract Agreement: c) any damaged, used, inferior or substituted materials not meeting the requirements and standards of the contract: nor d) any amounts the Contractor does not intend to pay to any subcontractor or supplier, where performance or material quality is in question or any other dispute is pending If, upon review of the payment request and based upon the best determination of the District the amount requested does not accurately represent, in the District's opinion, the progress of the completed work to be performed t t the payment request to more accurately reflect in the Scope of Work the District shall have the right to adjus the percentage of completed work/services. The District shall approve and authorize payment to the Payment by the District of undisputed amounts shall be Contractor no more often than once monthly. made by the 15" day of the following month if request is received by Contractor by the 25" of the month. If payment request is not received by the 25". the payment will be made within thirty (30) days from the date the District receives the payment reauest a Stipulated Suf , Wort ^ f § A.1.5.1.5 With each Application for Payment w 1 ere tt e Gent faet S.•,^^ i s b ase d u .„ict. A,re°i. the ` ork ^ Guarantee ,.,. D~ ^° +' ° Design-Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. Compensation for design services, if any, shallbe °h &A% separately Wh ere the shall be shown separately. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. ZTtr Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of three and one/half percent (3.5%) on the Work. Pending final determination of cost to the Owner of Changes in the Work, amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement; Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. f/dARNING: 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 11:51:25 on 11/23/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale, (728068658) User Notes: PAPR - 001374 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of three and one-half percent (3_5 %); ._ .. 3 ■_ e Additions and Deletions Report for AIA Document A141 15 — 2014 Exhibit A. Copyright © 2004 and 2014 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 alibis AIA°'' Doci.iment, or any portion of it, may result in severe: civil and criminal penalties, and will be prosecuted to the maximum extent possible under the lava. This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No. 0239586208_1 which expires on 07/14/2016, and is not for resale, (728068658) User Notes: PAPR - 001375 § A,1,5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days after the Design-Builder has fully performed the Contract and the requirements of Section 9.10 of the Agreement have been satisfied, except for the Design-Builder's responsibility to correct non-conforming Work discovered after final payment or to satisfy other °" emeMs :F °"° requirements which extend beyond final payment, § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work not-later than— date of th i' Amendment r as follows: )-days f em e Work.) May 1, 2017, Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'°` Docurent, or any portion of it, may result In severe civil and criminal pen5ltles, and will be prosecuted to the maximum extent possible under the lam, This documentwas produced by AIA software at 11:51:25 on 11/23/2015 under Order No,0239586208_1 which expires on 07114/2016, and is not for resale. (728068658) User Notes: PAPR - 001376 Liquidated damages per A141-2014. PAGE 4 : Owner's Design Requirements (including addenda to the RFP) and the Design-Builder'srrooposal to the Owner pursuant to Owner's Solicitation No, 1415-91,: § A.3,1 The Contract Sum and Contract Time set forth in this Amendment are based on the & A . 3 A A Th e S uppl e.,-,o,.,+afy Uoument „F_ he G ont ~uv,. Date Pages Date Pages Date Num 09 $ 1 0000 000 Owner Furniture Allowance $ 250,000 Owner Hardware Allowance $ 500,000 Owner Controls Allowance $ 600,000 Owner Fire Alarm Allowance Owner Playground Equipment Allowance $350,000 $ 150,000 Owner Special Inspections All $ 00,000 Owner Commissioning Allowance $ 1 ,275,000 Owner Technology Allowance $200,000 Owner Landscaping Allowance Additions and Deletions Report for AIA Document A141 T^^ —2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARRING: This AIA” Document is protected by I.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 fienaities, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001377 Owner contingency is currently Not in Contract and amounts will be determined by Modification. Pursuant to the Proposal accepted by the Horry County Board of Education on November 2, 2015, The Design-Builder's Proposal clarifies the Design-Builder's assumptions and clarifications. The Horry County Board of Education accepts the Proposal as an acceptable interpretation of the Design Requirements. —permt endent Socastee ES: Superintendent: Dale McCoy ;2 A-gje t MtmegerProiect Manager Mike Dickman Assistant Superintendent: David (sham SfL,+a Architects: Architect, Raleigh NC Metcon/TA Loving ioint venture: General Contractor, Pembroke NC PAGE 5 Additions and Deletions Report for AIA Document A141 M — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING,: This /UA L Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of I:Iris AIA`' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001378 e 1. . V ~ Additions and Deletions Report for AIA Document A141 T M —2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects, All rights reserved, WAR NINE: 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 11:51:25 on 11/23/2015 under Order No.0239586208,,1 which expires on 07/14/2016, and is not for resale, (728068658) User Notes: PAPR - 001379 Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit A. Copyright OO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIRS' 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 11:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001380 § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Deeiament tor is awarddon-a-eest--p1tts-a--e consent of the Sectio n A C 6 hole... Documents. Joe Defeo, Chairman of the Board of Education Robert Ferris, Authorized Member Additions and Deletions Report for AIA Document A141TM — 2014 Exhibit A. Copyright© 2004 and 2014 by The American Institute of Architects. All rights reserved. lNARidlNfi: This AIA °" Document is protected by U.S. Copyright Law end International Treaties. Unauthorized reproduction or distribution of this AlA' CDocument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:51:25 on 11123/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001381 1® Certification of Document tiuthentcity AlA® Document D401 TM — 2003 , hereby certify, to the best of my knowledge, information and I, belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:51:25 on 11/23/2015 under Order No. 0239586208 1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA ® Document A141TM — 2014 Exhibit A, Design-Build 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 ti,S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, rrr y result in severe civil and criminal perialties, and will be prosecuted to the maximum extent possible tinder the law, This document was produced by AIA software at 11:51:25 on 11/23/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is notfor resale. (728068658) User Notes: PAPR - 001382 for the following PROJECT: (Name and location or address) ADDITIONS AND DELETIONS: ew Socastee Elementary School New (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response esponse to the solicitation.) THE OWNER: (Name, legal status and address) Ilorry County Schools, South Carolina, a political subdivision of the State. of South Carolina. 335 Four Mile Rd. Conway, SC 29528 - THE DESIGN-BUILDER: (Name, legal status and address) FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 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. THE AGREEMENT This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . (In words, indicate day, month and year.) ARTICLE B.1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B,2,l and/or B.3.2., ARTICLE B.2 DESIGN BUILDER'S INSURANCE AND BONDS Init. AIA Document A141 TM — 2014 Exhibit B. Copyright © 2004 and 2014 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 ofthis AIR 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 11:13:51 on 11123/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001383 § B.2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 11.2.2.1 of the (Paragraphs deleted) Agreement, § B.2.1.1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 ) for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including damages because of bodily injury, sickness or disease, including occupational sickness or disease, .1 and death of any person; .2 personal injury; damages because of injury to or destruction of tangible property, and must contain the subcontractor 3 exception to the "your work" exclusion; bodily injury or property damage arising out of completed operations; and .4 contractual liability applicable to the Design-Builder's obligations under Section 3.1,14 of the .5 Agreement. § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 ) per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. § B.2.1.3 The Design-Builder may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections B.2.1,1 and B.2.1.2. § B.2.1.4 Workers' Compensation at statutory limits. § B.2.1.5 Employers' Liability with policy limits as provided below: $100,000 per accident. § B.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 ) per claim and two million ($ 2,000,000 ) in the aggregate. (Paragraphs deleted) § B.2.1.8 The Design-Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article B.2. The Design-Builder shall provide such written notice within five (5) business days of the date the Design-Builder is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. § B.2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § B.2.1.10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B,2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9,10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1, Init, AIA Document A141 TM -2014 Exhibit B. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA x Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` a Document, or any portion of It, rosy 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 11:13:51 on 11/23/2015 under Order No.0239566208_1 which expires on 07/14/2016, and is not for resale, (911158130) User Notes: PAPR - 001384 The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. B.2.2 Performance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows: (Specify type and penal sum of bonds.) Type Penal Sum ($0,00) A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's professional liability insurance. 100% of contract value. § B.2.2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE B.3 OWNER'S INSURANCE § B.3.1 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § B.3,2 Property Insurance § B.3.2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on South Carolina Insurance Reserve Form PD-23, Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. (Paragraph deleted) § B.3.2.1.2 If the insurance required under Section B.3.2.1 requires deductibles, the Owner shall pay costs not covered because of such deductibles, (Paragraph deleted) § B,3.2.1.4 Partial occupancy or use in accordance with Section 9.9 of the Agreement shall not commence until the insurance company or companies providing the insurance required under Section B.3.2.1 have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Design-Builder 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. § B.3.2.2 Boiler and Machinery Insurance, The Owner shall purchase and maintain boiler and machinery insurance in the form of S.C. Insurance Reserve Fund ("IRF') PD-01, PD-09, and PD-12. (Paragraphs deleted) § B,3.2.6 Before an exposure to loss may occur, the Owner shall file with the Design-Builder a copy of each policy that includes insurance coverages required by this Section B.3.2. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. The Owner shall provide written notification to the Design-Builder of the cancellation or expiration of any insurance required by this Article B.3. The Owner shall provide such written notice within five (5) business days of the date the Owner is first aware of the IniQ. AlA Document A141 TM — 2014 Exhibit B. Copyright 0 2004 and 2014 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 ordistrihution of this AIA Document, or any portion of it, may result in severe civil and criminal penalllec, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001385 cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. (Paragraph deleted) § B.3.2.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section B.3.2.10. The Design-Builder shall pay the Architect, Consultants and Contractors their just shares of insurance proceeds received by the Design-Builder, and by appropriate agreements, written where legally required for validity, the Design-Builder shall require the Architect, Consultants and Contractors to make payments to their consultants and subcontractors in similar manner. § B,3.2.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Design-Builder. 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 Design-Builder after notification of a Change in the Work in accordance with Article 6 of the Agreement. § B.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers un]ess one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. I Init. (Paragraphs deleted) AIA Document A141TM — 2014 Exhibit B. Copyright© 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA C document is protectucl by 1.1,5. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the rnaxhmm extent possible under the law, This document was produced by AIA software at 11:13:51 on 11/23/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale, (911158130) User Notes: PAPR - 001386 4 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 11:13:51 on 11/23/2015. ~l! I' New Socastee Elementary School (per Owner's Request for Proposals No, 1415-91 and Design-Builder's Proposal in response to the solicitation,) ina. FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in $ B.2.1 and/or B.3.2.. § B.2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located. The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 11.2.2.1 of the n I a: ff .. + a., .,+: en ; s+..+ a L 1 ...; Agreement. § B.2.tl Commercial General Liability with policy limits of not less than two million ($ 2,000,000 ) for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including Additions and Deletions Report for AIA Document A141 15 — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNll'IG: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Alf/ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (911158130) PAPR - 001387 .3 damages because of injury to or destruction of tangible ; prod and must contain the subcontractor exception to the "your work" exclusion: § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 ) per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. § B.2.1,9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, A r :a bility, a .,a Pell aio and Automobile Liability, The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § 8.2,1.10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1. The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, A „te..,e b.ro T :,.r„rt., enP awn—and Automobile Liability, Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. I A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's 100% of contract value. Additions and Deletions Report for AIA Document A141 TM —2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' 0ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the meximurn extent possible of this AIA under the law. This document was produced by AIA software at 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (911158130) User Notes: PAPR - 001388 professional liability insurance. § B.3.2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on South Carolina Insurance Reserve Form PD-23. Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. tee § B.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery i Design B i lder sh 11 be named i suredsinsurance in the form of S.C. Insurance Reserve Fund ("IRF") PD-01, PD-09, and PD-12, .. ii :ir 1L1 -flii Additions and Deletions Report for AIA Document A141 TM —2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WAFt NtNG: This AIA`'' Document is protected by U.S. Copyright Law and International treaties. Unauthorized 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 rna ximum extent possible under flie law, This document was produced by AIA software at 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001389 § 6.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. rat' " ° ° T , sign B uilder have seleete afb:ti' t Additions and Deletions Report for AIA Document A141 1 " — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and Intemafional Treaties, Unauthorized reproduction or distribution of this ALA Docurent, 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 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001390 O for the following PROJECT: (Name and location or address) ADDITIONS AND DELETIONS, New Socastee Middle School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response esponse to the solicitation,) 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 THE Deletions Report that notes added OWNER: information as well as revisions to (Name, legal status and address) the standard form text is available from the author and should be reviewed. A vertical line in the left Ilorry County Schools, South Carolina, a political subdivision of the State of South Carolina . 335 Four Mile Rd. margin of this document indicates where the author has added necessary information and where Conway, SC 29528 the author has added to or deleted from the original AIA text. THE DESIGN - BUILDER: (Name, legal status and address) This document has important legal consequences. Consultation with an attorney is encouraged with respect FIRSTFLOOR ENERGY POSITIVE LLC, to its completion or modification. 333 Fayetteville St., Suite 225 Raleigh, NC 27601 THE AGREEMENT This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . (In ivords, indicate day, month and year.) _ XT RW*13 1: lLa~~ .; ARTICLE B.1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B,2,1 and/or B.3,2.. Init. AIA Document A141TM — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNII'IG: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this NA' Document, or any pardon or it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extort possible under the law, This document was produced by AIA software at 11:13:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1902851185) PAPR - 001391 § B,2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located. The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 11.2,2.1 of the (Paragraphs deleted) Agreement. § B,2.1,1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 ) for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including damages because of bodily injury, sickness or disease, including occupational sickness or disease, .1 and death of any person; .2 personal injury; damages because of injury to or destruction of tangible property, and must contain the subcontractor 3 exception to the "your work" exclusion; bodily injury or property damage arising out of completed operations; and .4 contractual liability applicable to the Design-Builder's obligations under Section 3.1.14 of the .5 Agreement. § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 ) per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. § B,2.1.3 The Design-Builder may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections B,2.1.1 and B.2.1.2. § B.2.1.4 Workers' Compensation at statutory limits. § 6.2.1.5 Employers' Liability with policy limits as provided below: $100,000 per accident. § B.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 ) per claim and two million ($ 2,000,000 in the aggregate. (Paragraphs deleted). § 13.2.1.8 The Design-Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article B.2, The Design-Builder shall provide such written notice within five (5) business days of the date the Design-Builder is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. § B.2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § B.2.1.10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2,1. Init. AIA Document A141 TM 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.U. Copyright Law and International Treaties. Unauthorized reproduction or distribution cfthis AIA T Document, or any portion of it, may ronolt in severe civil and criminal penalties, and will he prosecuted to the naxin uni extent possible under the law, This document was produced by AIA software at 11:13:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001392 The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness, § B.2.2 Performance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows: (Specify type and penal sum of bonds.) Type A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's professional liability insurance. Penal Sum ($0.00) 100% of contract value. § B.2,2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE B.3 OWNER'S INSURANCE § B,3.1 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § B.3.2 Property Insurance § B.3.2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on South Carolina Insurance Reserve Form PD-23. Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. (Paragraph deleted) § B.3.2.1.2 If the insurance required under Section B.3,2.1 requires deductibles, the Owner shall pay costs not covered because of such deductibles. (Paragraph deleted) § B.3.2.1.4 Partial occupancy or use in accordance with Section 9.9 of the Agreement shall not commence until the insurance company or companies providing the insurance required under Section B,3.2.1 have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Design-Builder 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. § B.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance in the form of S.C. Insurance Reserve Fund ("IRF") PD-01, PD-09, and PD-12. (Paragraphs deleted) § B,3.2.6 Before an exposure to loss may occur, the Owner shall file with the Design-Builder a copy of each policy that includes insurance coverages required by this Section B.3.2. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. The Owner shall provide written notification to the Design-Builder of the cancellation or expiration of any insurance required by this Article B.3. The Owner shall provide such written notice within five (5) business days of the date the Owner is first aware of the Init. AIA Document A141' ^9 — 2014 Exhibit B. Copyright © 2004 and 2014 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 11:13:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001393 cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. (Paragraph deleted) § 6,3.2,8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section B.3.2.10. The Design-Builder shall pay the Architect, Consultants and Contractors their just shares of insurance proceeds received by the Design-Builder, and by appropriate agreements, written where legally required for validity, the Design-Builder shall require the Architect, Consultants and Contractors to make payments to their consultants and subcontractors in similar manner, § 6.3.2.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties, The cost of required bonds shall be charged against proceeds received as fiduciary, The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Design-Builder. 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 Design-Builder after notification of a Change in the Work in accordance with Article 6 of the Agreement. § 6.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. (Paragraphs deleted) Init. AIA Document A141TM — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIilG: This AIA` AIA' Document, or any ~ ocument is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this portion of it., may result io cavern civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1902851185) PAPR - 001394 4 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 11:13:38 on 11/23/2015. New Socastee Middle School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St„ Suite 225 Raleigh, NC 27601 This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in 6 B.2.1 and/or B,3,2., § B.2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located. The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in _t , less a a:f ret t ,,,.....tier : st tea t...r,...., Section 11.2.2.1 of the n o Agreement. § B.2.1.1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 ) for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. AAJAR KING_ This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis AIA or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001395 damages because of injury to or destruction of tangible .3 ; property, and must contain the subcontractor exception to the "your work" exclusion; § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 ) per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B,2,1.2, along with any other statutorily required automobile coverage. § B,2.1.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, r :,.r.:lh!l a v„nutien and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. n-' § B.2,1,10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1, The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, utemeb4 e r :.,bn.t„ en uedof utio -and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. WKW A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's 100% of contract value. Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit B. Copyright © 2004 and 2014 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 AlAr" Docurrront, 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 11:13:38 on 11/23/2015 under order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001396 professional liability insurance. § B.3.2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on a-b er's-risk "all ° isle errt } oleoy=f®rT:r rtl3e et xiori ,t ~ ~ .:° n g °F.ti° A ° . South Carolina Insurance Reserve Form PD-23. _Carolina Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2,2 of the Agreement. ~ § B,3,2.2 Boiler and Machinery insurance. The Owner shall purchase and maintain boiler and machinery ' De gn Bui feet s"a " PD-09, and PD-12. ' ° .....,.ed :a uredinsurance in the form of S.C. Insurance Reserve Fund ("IRF" PD-01, UIVi Additions and Deletions Report for AIA Document A141TM — 2014 Exhibit B. Copyright © 2004 and 2014 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 11:13;38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001397 § ,3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power, If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. if'he ^ ____ _nd Desig. Builder have selected arbitr tier Additions and Deletions Report for AIA Document A141 TM -.2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARIJING: 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 11:13:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001398 .Ire t ~ r for the following PROJECT: (Name and location or address) ADDITIONS AND DELETIONS: New St. James Intermediate School (per Owner's Request for Proposals No, 1415-91 and Design-Builder's Proposal in response to the solicitation.) THE OWNER: (Name, legal status and address) 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 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 Horry County Schools, South Carolina, a political subdivision of the State, of South margin of this document indicates Carolina. 335 Four Mile Rd. where the author has added necessary information and where Conway, SC 29528 the author has added to or deleted from the original AIA text. THE DESIGN-BUILDER: (Name, legal status and address) FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 This document has Important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. THE AGREEMENT This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . (In words, indicate day, month and year:) TABLE OF ARTICLES B.1 GENERAL ARTICLE B.1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B.2,1 and/or B.3.2,. Init. AIA Document A141 TM — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA Docurent is protected by I.LS. copyright Law and International Treaties, Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:13:18 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1228161900) PAPR - 001399 § B.2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located. The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 11.2.2.1 of the (Paragraphs deleted) Agreement. § B.2.1.1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 ) for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including damages because of bodily injury, sickness or disease, including occupational sickness or disease, .1 and death of any person; .2 personal injury; damages because of injury to or destruction of tangible property, and must contain the subcontractor 3 exception to the "your work" exclusion; bodily injury or property damage arising out of completed operations; and .4 contractual liability applicable to the Design-Builder's obligations under Section 3.1.14 of the .5 Agreement. § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($1,000,000 ) per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B,2.1.2, along with any other statutorily required automobile coverage. § B.2.1.3 The Design-Builder may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections B.2.1.1 and B.2.1.2, § B.2.1.4 Workers' Compensation at statutory limits. § ,2.1,5 Employers' Liability with policy limits as provided below: $100,000 per accident. § B.2.1,6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 ) per claim and two million ($ 2,000,000 ) in the aggregate. (Paragraphs deleted) § B.2.1.8 The Design-Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article B.2. The Design-Builder shall provide such written notice within five (5) business days of the date the Design-Builder is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. § B.2.1.9 Additional Insured Obligations, The Owner and its consultants and contractors shall be additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability, The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § 13.2.1.10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B,2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B,2.1. Init. AIA Document A141 T" — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING; This AIA' Gocurnene is protected by US. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:13:18 on 1112312015 under Order No.0239586206_1 which expires on 07114/2016, and is not for resale. (1228161900) User Notes: PAPR - 001400 2 The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. § B.2.2 Performance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows: (Spec(y type and penal sum of bonds.) Type Penal Sum ($0.00) A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's professional liability insurance. 100% of contract value. § B.2.2,1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE B.3 OWNER'S INSURANCE § B.3.1 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § B.3.2 Property Insurance § B.3.2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on South Carolina Insurance Reserve Form PD-23, Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. (Paragraph deleted) § B.3,2.1.2 If the insurance required under Section B.3.2.1 requires deductibles, the Owner shall pay costs not covered because of such deductibles, (Paragraph deleted) § B.3.2.1.4 Partial occupancy or use in accordance with Section 9.9 of the Agreement shall not commence until the insurance company or companies providing the insurance required under Section B.3.2.1 have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Design-Builder 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, § B.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance in the form of S.C. Insurance Reserve Fund ("IRF") PD-01, PD-09, and PD-12, (Paragraphs deleted) § B.3.2.6 Before an exposure to loss may occur, the Owner shall file with the Design-Builder a copy of each policy that includes insurance coverages required by this Section B.3.2. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. The Owner shall provide written notification to the Design-Builder of the cancellation or expiration of any insurance required by this Article B,3, The Owner shall provide such written notice within five (5) business days of the date the Owner is first aware of the [flit. AlA Document A141 °A — 2014 Exhibit B. Copyright © 2004 and 2014 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 11:13:18 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1228161900) User Notes: PAPR - 001401 cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first, (Paragraph deleted) § .3.2.E A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section B.3.2.10. The Design-Builder shall pay the Architect, Consultants and Contractors their just shares of insurance proceeds received by the Design-Builder, and by appropriate agreements, written where legally required for validity, the Design-Builder shall require the Architect, Consultants and Contractors to make payments to their consultants and subcontractors in similar manner. § .3.2.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties, The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Design-Builder. 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 Design-Builder after notification of a Change in the Work in accordance with Article 6 of the Agreement. § .3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. I Init. (Paragraphs deleted) AlA Document ,4141 TM' -2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARI'ilNG: This AIA' Document is prolected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion or it, may result in severe civil ,.nd criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:18 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1228161900) User Notes: PAPR - 001402 4