IIEGH K. LEATHERNAN, $R, (:HAIR, SENATE FINANCE NIKKI l HALEY.CIIMR OtIVEHNOK CLRTLS dl. LO1'r1S, 2R OA FE *1 HE:LSE HER R1C11.4RD ECKSTRO\I, CPA COM P'I'RO1.LER OF.\ F1RIl- W. BRIAN l37TTT'E CHATH, HOUSE WAYS AN1) ML:.1NS COOT}TI'IYr.E SC Bl.'IT10IANi) ('o1 ROI SOARI) InlE n6l$IOS Or vu0C.c RrY1Eti'r sFaivlc, :s DE.LBERT H. SINGLETON, JR. DR'ISIO'6 DIIIEC I (III (IIOJT TI.I 0111 SU\RL:LS S. Al)AWS IEE(:LTIS'E. DIRE.C'TOR 10115 sr, c eeunE IS" rElt[\I Sl-L I EIIALS )TA.NA(;P:MEST OF'FLCFR (003) 737.0600 ENS (BO)) 7)7-0639 September 23, 2014 Darlyn B, Adams, CPPO, CPPB Procurement Officer Horry County School District 335 Four Mile Rd. Conway, SC 29526 Re: Opinion Letter for Horry County School District Procurement Code Dear Ms. Adams: I am writing in response to your request dated August 29, 2014, for a written opinion regarding your district's proposed procurement code and regulations. On March 4, 2014, Horry County School District requested that we approve a local vendor preference in lieu of the resident vendor preference appearing in the current version of our model school district procurement code, a preference drafted to be virtually identical to the resident vendor preference established by S.C. Code Section 11-35-1524, By letter dated April II, 2014 (attached), we notified the District that we did not find the local vendor preference requested to be substantially similar with the State's Consolidated Procurement Code, Several months later, on August 29, 2014, the District again submitted a draft procurement code using the exact same language for a local vendor preference submitted in March, only this time the local vendor preference was offered as a supplement to the model code's resident vendor preference. We find no material differences in these requests, The written determination previously provided to the District in our letter dated April 11, 2014 remains unchanged. Simply stated, the State's Consolidated Procurement Code has no parallel for a local vendor preference or for removing the State Code's resident vendor preference. / Sinel ; Man er J. Audit and Certification / c:V Dr, Cindy E[sberry, Superintendent of Schools John K. Gardner, Chief Financial Officer Delbert H Singleton, Jr., Division Director John St. C. White, Interim Materials Management Officer Attachment Ott NAINS'JJIEE:r,SLATE 600® CC) LESIIILA SOUTH CAROLINA 29201 W\bR S1:WII OC GpS' PAPR - 001628 Sheri L. Wanscott From: Sent: To: Cc: Subject: Keith R. Powell Tuesday, October 14, 2014 3:25 PM Brent Jeffcoat Kenneth L. Childs RE: Horry I have not 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: Brent Jeffcoat [maiIto:bjeffcoat popezeigler,com] Sent: Tuesday, October 14, 2014 3:03 PM To: Keith R. Powell Cc: Kenneth L. Childs Subject: Horry Have you been contacted in the last few days about construction plans? Brent Jeffcoat Pope Zeigler, LLC bieffcoatnpopezeigIer. corn (980) 225-1125 Charlotte (803) 354-4919 Columbia (803) 422 -6579 Cell Ally Center 8th Floor 440 South Church Street Charlotte, NC 28202 P.O, Box 11509 Columbia, SC 29211 1411 Gervais Street, Suite 300 1 PAPR - 001629 From: Sent: To: Subject: Keith R. Powell Monday, November 10, 2014 1:44 PM William F. Halligan hcsd http://horrycountyschools.granicus ,com/GeneratedAgendaViewer.php?view id=2&clip id=132 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. 1 PAPR - 001630 Horry County Board of Education As required by SC Law 30-4-80, local news media were informed of the date, time, place, and agenda of this meeting. Copies of the agenda were posted at the district office and distributed to schools for posting. C. Approval of Minutes (October 13. 2014, October 20, 2014) October 13, 2014 Minutes October 20, 2014 Minutes "11111111111110 1 1111naft~~ KiiiiRrTin A. Facilities 1. Energy Efficient Proposal Information - Mr. James 2. CaDital Finance Plan and Timelines - Mr. Gardner 3. Energy Positive Design - Mr. DeFeo PAPR - 001631 4. Delivery Methods of Schools Mr. Keith Powell Delivery Methods and Source Selection Methods Chart a. Procurement Requirements HCS Procurement Code Excerpt UWPD Architecture Letter Guidelines Memo RFQ Process Memo RFQ for Professional Design Services Memo ki1iijis1T B. Superintendent Report 2. 6. Principal for the Day .i rriir Executive Session for Negotiatio ns I nc i dent Receipt of Legal Advice rs;irr A. Horry County Cleanup Event - Joe DeFeo Horry County Cleanup Event Letter Horn' County Cleanup AAF B. Monitorinq Report: Operational Expectations 3 - Treatment of Stakeholders PAPR - 001632 1G. Faith?Based Cabinet Closind the Achievement Gap Adenda ?are Operational Expectations 3 Treatment of Stakeholders ?Eire (3. Monitoring Report: Operational Expectations 6 - Financial Administration Operational Expectations 8 Financial Administration REVESED "its D. Monitoring Report: Results 8 Perception of Stakeholders 2014 District Survey Graphs Results 8 Perception of Stakeholders - E. Monitoring Report: Operational Expectations 10 instructional Program Operational Expectations ?iO instructional Prouram ?iris?.1 Ft Education Fund Distribution for District 5 Education Fund Distribution AAF - D5 Executive Session fer the Evaieatien of the Superintendent Adieurnment PAPR - 001633 9 Robbie Ferris Friday, October 23, 2015 2:47 PM Ara Heinz rmaxey@horrycountyschools.net ; jgardner@horrycountyschools.net ; joedefeo@horrycountyschools.net ; davidcox@horrycountyschooIs,net; Kenneth L. Childs; Keith R. Powell; Aaron Thomas (athomas@metconus.com ) RE: RFP 1415-91 Negotiation Status Heinz, Ara L01 re respone to 10-21-15 email, 10-23-15.pdf Follow up Flagged Ms. Heinz, Please find attached our response to your below Wednesday, October 21, 2015 email. Best Regards, first c + floor Robert W. Ferris, AR, REFP, LEED AP CEO/President 333 Fayetteville Street, Suite 225 Raleigh, NC 276,01 Cell: 919.610.2251 Fax: 919.573.6355 rferris@sfla.biz www.sfla.biz From: Ara Heinz [ mailto:AHeinz@horrycountyschools.net ] Sent: Wednesday, October 21, 2015 5:42 PM To: Robbie Ferris; Robbie Ferris Cc: Danielle Davis Subject: RFP 1415-91 Negotiation Status Importance: High Mr. Ferris, The motion approved by the Horry County Board of Education at its October 12, 2015 meeting authorized "contract negotiations for each project in rank order." The procedure for this is set forth in Article IV.A.9.h of the HCS Procurement Code. Since the price negotiations with Firstfloor Energy Positive, LLC on Tuesday, October 20, 2015, did not result in a price within the Board-approved budgets for each of the five schools, the District will be conducting negotiations with the second ranked entity. PAPR - 001634 We will notify you at a later time, but as soon as possible, concerning further negotiations or procedures under HCS Procurement Code Article IV.A.9.h. Please contact me if you have any questions about this process. Regards, Ara Heinz I Procurement Services 2 P: 843/438-6930 Harry County Schools 1 335 Four Mile Rd. i Conway, Sc 29526 Website: Procurement.horrycountyschools.net PAPR - 001635 0ctober23 ' 2015 VIA EMAIL ONLY Ara Heinz Procurement Services Horry County Schools 2J5 Four Mile Road Conway, S[295I6 Re: REP 1415-91 Negotiation Status Dear Ms. Heinz: I am writing in response to your email dated October 21, 2015 in which you informed Firxtfoor Energy Positive, LL[ the Horry County School District will be conducting negotiations with the "second ranked entity" in this proposal negotiation process. We are not aware of any deficiencies in our proposal and are unclear as to the District's decision to begin negotiations with another entity. We have concerns this has not been a good faith negotiation process because we were never told during our negotiations our proposal needed to be within the "board approved budgets" as stated in your email. Further, based on the October 12, 2015 presentation by your financial advisor, Brian Nurick, it was our understanding the board intended to increase the budget at their next meeting. In order to resolve any misunderstanding, we believe it is important to explain and highlight the following regarding our proposal: 1. To our knowledge, we are the only entity to have submitted a qualified proposal. 2. To our knowledge, we are the only entity that can meet and deliver on all of the specifications required in the REP under the South Carolina procurement law. ]. Based on conversations with our bonding company, we believe we are the only team that will guarantee via performance bond that our buildings will generate more onsite power than the school buildings will consume. 4. To our knowledge, we are the only team that agreed to meet the schedule requirements outlined in the RFP. 5. Our design is4xhrae1D9.1 compliant. 6. Our team is the only team that has designed, built, and operated energy positive schools in the United States. 7. We exceeded the requirements of the concept design by including much needed spaces such as a main lobby area, an office for the attendance clerk, reconfiguring classrooms to include natural light by way of outside windows, and a number of other essential spaces that were previously not listed. Following our meeting this week it was our under tanding you would be taking the information from our meeting back to the board and there were no requirements we had not satisfied. Since that time, no additional documentation has been requested of us. In closing, PAPR - 001636 we have the best local contractors exclusively on our team with 70% of the contract money projected to remain in Horry County. Therefore, we respectfully request an opportunity to meet with you to further discuss this matter. With kindest personal. regards, I remain Yours very truly, Robbie Ferris President and CEO cc: Dr. Rick Maxey (via email onl y ) John Gardner (via email onl y) Joe DeFeo (via ema i l onl y ) David Cox (via email only) • Aaron K. Thomas (via email onl y) Kenneth L. Childs, Esq. (via email only) Keith R. Powell, Esq. (via email only) PAPR - 001637 From: Sent: To: Subject: Attachments: Keith R. Powell Monday, November 23, 2015 11:00 AM Robbie Ferris RE: HCS Revised Invoices A312PaymentBond-2010 Working Draft 001.docx; A312PerformanceBond-2010 Working Draft (3).docx - - - - - Flag Status: Follow up Flagged Categories: Red Category Follow Up Flag: I'm going to attach the uncompleted forms of bonds to the Ex B for tonight. 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!!! I've also attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T. 1 PAPR - 001638 PAPR - 001639 f TM AIA d— _:17 CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) (( ))l( » « »<( » :. ;ADDITIONS AND DELETIONS The author of this document -'has, added information ;needed for its completion. OWNER: (Name, legal status and address) .a( l-lorry County School Distri)., Sout li Carolina -- ))(< ._ Political Subdivision of the of Soutii . 2010 Carolna–» The author may also have revised the text of the original AIA standard form. An jAddition s and D eletio ns Report thatno es added « » in$ormation'as!well as lrevisions to the standard CONSTRUCTION CONTRACT :iform-.text._.is available.. fro m Date: « » 'reiewed . the author and should be AlriOUrit: $ (< D> This document has important Description: h legal consequences:' Consultation with an (Name and location) attorney is encouraged with (w » Address: c( » Signature: Name and Title: x ». «» Address: 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. Dnauthoriced reproduction or distribution of this AIA Document, or any 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 12140:33 on 11/06/2015 under Order No.0239586206_1 which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: PAPR - 001643 4 iA Document A312 CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) «»(<»... (< )) «» Amount: $ « .>i. Description: This document has important legal co"n"sequences. Consulta5,ion with an attorney is encouraged with respect to its completion or modification. (Name and location) allorry County z I &4Scliools isteict». «» ny .singular reference to Contractor, Surety, Owner or other party shall be considered plural where BOND Date: (Not earlier than Construction Contract Date) << Amount: $ u.» Modifications to this Bond: t< » None aX See Section 16 F CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) SURETY Company: Signature: Name and a »« » Title: Signature: Name and «: »ii » Title: ~ q (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: « D. «;)> «» «:» (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" - 2010 Performance Bond. The American Institute of Architects. All rights reserved. WARNING; This AIA Document is protected by D.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 - 001644 § I 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 Contract and 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 contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Ownerfor 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, § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and Jvith reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial., § 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 tollenforce 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 le entitled to enforce any remedy available to the Owner. ASA Document A312' - 2010 Perfarmance 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 AZA software at 14:26:37 on 07/21/2015 under Order No.0239580208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1280266606) PAPR - 001645 § 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 Contr4etor'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 thatlare 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 m-ay- must be instituted in any jurisdiction in the location in which the work or part of the work is located -and_shalr b€ after a declaration of Contractor Default or within two years after the Contractor ceasn after-the Surety refuses or fails•.t , b § 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 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 perfoi i 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 otl r materiIai terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner AIA 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 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 - 001646 § 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 u Perfonnanceof the Construction C_ontf actt includes past-occupancy obligations of the Contractor - incorporated into the Construction Contract. 1.6.2 Pe€ fomiance of the Construction Contract. includes performance of the responsibilities of the desk p€ fessioiialsparticipating in the Design-Bud Construction Contract. » ~ (Space is provided below for additional signatures ofaddedparties, other than those appear,' 4ng on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) 5 ti Signature: Name and Title: e »(( » Address: a ». Signature: Name and Title: Address: a) u. >) u AIA Document A312 w - 2010 Performance Bond. The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by n.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 14:2637 on 07/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1280266606) PAPR - 001647 4 From: Sent: To: 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 - 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. 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. 1 PAPR - 001648 Sheri L. WtSCOt Importance: High Follow Up Flag: Flag Status: Follow up Categories: Red Category Flagged 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. 'rrr 1 PAPR - 001649 Here you go ! 've aso attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T PAPR - 001650 Sheri L. Wact 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 Flag: Flag Status: Follow up Flagged Categories: Red Category 1 PAPR - 001651 r I O 1 Perio°L Ja''an Soiiw! CONTRACTOR: (Name, legal status and address) SURETY: (Name, legal status and principal place of business) OWNER: (Name, legal status and address) Horry County Schools, a political subdivision of the State of South Carolina. This documerithas important CONSTRUCTION CONTRACT Any singular reference to Contractor, Surety, Owner or other party shall be considered legal consequences. Consultation with an attorney is encouragedwith respect to its completion or medification., ~ .--_._, Date: Amount: $ Description: (Name and location) 1=iorr y Count plural where applicable. hools BOND Date: (Not earlier than Construction Contract Date) Amount: $ Modifications to this Bond: CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) None X 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 A312T' — 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 AlA 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. User Notes: (1198023252) PAPR - 001652 § 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 after ,1 the Owner first provides notice to the Contractor and the Surety that the Ow declaring a Contractor Default. Such notice shall indicate whether the Ownc conference among the Owner, Contractor and Surety to discuss the Contract Owner does not request a conference, the Surety may, within five (5) busine the Owner's notice, request such a conference. If the Surety timely requests shall attend. Unless the Owner agrees otherwise, any conference requested t shall be held within ten (10) business days of the Surety's receipt of the Ow Owner, the Contractor and the Surety agree, the Contractor shall be allowed perform the Construction Contract, but such an agreement shall not waive ti subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terminates the Construction Contr Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordano Construction Contract to the Surety or to a contractor selected to perform th this Bond shall arise is requesting•a---r'siperformance. If the s days after receipt of conference, the Owner idea this Section 3.1 er's notice. If the i reasonable time to Owner's right, if any, t and notifies the; ~ with'the term's ofthe -. 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 obligatio 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 expel take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Conti § 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 Ownerfor a contractfor 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 the1Owner 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 1 § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 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 Ownee shall be entitled to enforce any remedy available to the Owner. AIA Document A31 21 — 2010 Performance Bond. 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 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 draft was produced byAlA software at 17:05:18 on 08/1112015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1198023252) PAPR - 001653 § 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 3 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 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 of,'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 related subcontracts, purchase orders and other obligations. or to § 11 Any proceeding, Iegal or equitable, under this Bond m must be instituted in any court of,competent, jurisdiction in the location in which the work or part of the work is leeate a nd shall be ;„ s atute w- thh t.,,,, j ri ssd i etien-efthe m t he-- sui~.~ i sas l be-apppii v$hvle-located. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address-shown on 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 1 § 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 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 p required under the Construction Contract or to perform and complete or comply with the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the .nd.Contractor: AIA Document A312T0A — 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 AlA" r Document, or any portion of it, may result in severe civil and criminal penalties , and will be prosecuted to the maximum extent possible under the law . This 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. User Notes: (1198023252) PAPR - 001654 § 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-occuoancv oblitzations of the Contractor incorporated into the COII$trtuCtion 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 signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title: Address: (Corporate Seal) .. SURETY Company: (Corporate Seal) Signature: Name and Title: Address: s , it 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 AlA5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:05:18 on 08/11/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1198023252) User Notes: PAPR - 001655 4 From: To: Subject: I(eith R. Powell Monday, November 23 ' 201SII:IyAM Robbie Ferris (RFerris@sfla.biz) A3I2PoymentBnnd'20I0 Working Draft 0OI.docxdocx(Attachment) Follow Up Flag: Flag Status: Follow UP Flagged Sent: A312 01O-VVoddnQDraft-UU1dooxdoox(Attaohment)EK8KRPtoDavis.Hoinz, Ferris, Wawrzyniak, Peeples, Gardner, Wolfe (payment bond - draft) RE: Payment Bond request - Horry County Schools Projects From: Keith R Powell To: Danielle Davis; aheinzhorrycountyschools. net PAPR - 001656 JOCU(nt CONTRACTOR: (Name, legal status and address) 312° SURETY: (Name, legal status and principal place of business) FIRSTFLOOR ENERGY POSITIVE a >x< » ADDITIONS AND DELETIONS: The' author of this document ihes':. added information ;needed for its completion. The author may also have revised the text of the =original AIA standard form. "An `Additions and Deletions Resort that notes added intormation'iasl,well as 'revisions tb the standard 333 Fayetteville St., Suite 225 Raleigh, NC 27601 OWNER: (Name, legal status and address) « Lorry CountySchool District Sout h Carolina --Political Subdivision of the State of South Carolina -» c- 335 Four Mile Rd, Conway, SC 29528 :form_ text ,is available from the author and should be 843.488.6700 '» This document has important legal consequences, Consultation, with an attorney s encouraged with respect to-,its completion or modification, CONSTRUCTION CONTRACT Date: e » Amount: $ ((- Description: Anysingul'ar reference to Contractor Surety,:. ; Owner (Name and location) for {( is eachl or other party shall be ,., considered plural where !; applicable. . W BOND Date: (Not earlier than Construction Contract Date) <(Noveinber_19,.20.15 >i Amount: $ e » Modifications to this Bond: e )) None <(-jt See Section 18 a ~ CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) SURETY Company: Signature: Name and e »a a Title: Signature: Name and t: m( >> 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: OWNER'S REPRESENTATIVE: ({ » ({ )) Executive Directorof I a cilitle5 N—l_-Ioiry Co unt) Scho ols portionN of thisAIAg Document to another electronic file is )) prohibited and constitutes a violation of copyright laws as set forth in the footer of (Architect, Engineer or other party:) :. ({ )) t4 ) .. ........ :.. .::. ......... , ........ any this document. AIA Document A312 91 - 2010 Payment Bond. The American Institute of Architects. All rights reserved. WARNING: This AII. 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 - 001657 << )) 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 14o.0233586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001658 2 § 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 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 080.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001659 § 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•Seetion 5 1-:2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials o} equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. Ii 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 ho 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 le-gal -requireme—nt shall be deemed deleted herefrom and provisions conforming to such statutory or other legaLrequirement 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; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment, for use " in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .6 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the 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 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 ° - 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 - 001660 § 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 _J he hi etofurnish labor, materials or equipment for use..in the performance of the Construction Contract" includes the entire scope of the term ."inlpove" as deiinedin S.C. Code $ 26'-610(2), which. term "means and includes any design of other profcssional or skilled services furnished by architects ) engineeis . land surveyors. and landscape architects." cover (Space is provided below for additional signatures of added parties, other than those appearing on the page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) ) Signature: Name and Title: e ao » Address: e» q Signature: Name and Title: « »u Address: Date: November 17, 2015 at 9:47:32 AM EST T®: "Robbie Ferris ( RFerris o sfla.biz )" , Mark Wolfe , "Ara Heinz (AHeinz ,liorrycountyschools.net )" , John Gardner < JGardner@horrycountyschools.net >, Kenneth Generette < KGenerette cr,horrycountyschools.net >, " rinaxey@horrycountyschools,net " 1 PAPR - 001662 Cc: "William F. Halligan' Subject: RE: Hcs "me121 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-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 wrote: Keith Can you send the latest version of the contract for review Robbie Sent from my iPhone PAPR - 001663 Sheri L. Wainscc From: Sent: To: Subject: Attachments: Keith R. Powell Monday, November 23, 2015 11:00 AM Robbie Ferris RE: HCS Revised Invoices A312PaymentBond-2010 Working Draft 001.docx; A312PerformanceBond-2010 Working Draft (3).docx - - - - - Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category I'm going to attach the uncompleted forms of bonds to the Ex B for tonight. 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. 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. Ei PAPR - 001664 PAPR - 001665 A !,, me CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) (( ))(( )) (( )) (( ))(()> (( )) `- TM ~ ,ADDITIONS AND DELETIONS The author of this document has! added information needed for its completion. OWNER: (Name, legal status and address) _oo n l))stract» - - or modification.. BOND Any.singular-_reference to Date: or other party shall be considered plural where Contractor, Surety, _Owner (Not earlier than Construction ContractDate) Amount: $ « >>: Modifications to this Bond CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) None applicable. 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 1O - 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 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 - 001666 1 § 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, thenthe Surety and the Contractor shall have no obligation under this Bond. 3 If there is no Owner Default under the Construction Contract , the Sure ty' s obliggation to the ®weer 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 ~lte 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 equipmentwas 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.its 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 deemedto 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 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 be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 1240,33 on 11/06/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: PAPR - 001667 § 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 cd'.urt of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or afer'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 sure'ties 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 deliveFed to the on the page on which their signature appears. Actual receipt of notice or Claims, however acconiplis 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 the construction was to be performed, any provision in this Bond conflicting with said statutory -or-1e shall be deemed deleted herefrom and provisions conforming to such statutory or other legdlrequirei 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; .2 the name of the person for whom the labor was done, or materials or equipment furnished; 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 .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; ,7 the total amount of previous payments received by the Claimant; and 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 -ofthe 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 o f 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 a equipment were furnished. cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents,.- ­.. , § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the AIR 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.02395862081 which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: PAPR - 001668 § 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 appepring on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: „- `? (Corporate Seal) Signature: Name and Title: Address: a >>a a 1 ~ r i. r 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 - 001669 4 KA Document A312TN A:. 2010 SURETY: (Name, legal status and principal place of business) <( >i . . DDITIONS] AND DELETIONS: OWNER: (Name, legal status and address) .political subdivision of the 'Stat e of South Horiy County Schools4 +st Carolina.o— n.<=r ..::.......: . he:..author of this document has added information needed for its completion. he author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added i nformation as well as Z< » revi ~ ions to the standard formltext is available from CONSTRUCTION CONTRACT the, > Description: i eviewed.j This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or .modification. (Name and location) <D. applicable. Amount: $ < »; Modifications to this Bond: See Section 16 << . p None » CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) SURETY Company: Signature: Name and (< uo a Title: Signature: Name and « >x< » 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 A312' - 2010 Performance Bond. The American Institute of Architects. All rights reserved, WARNING: This ATA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any 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 - 001670 § 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 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 Contract andnotifies 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. 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 indeper dent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for 4, contract for performance and completion of the Construction Contract, arrange for a contract to be prepared execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds it 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 for § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and 4ith reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. `h § 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 Omer refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner=shall=le entitled to enforce any remedy available to the Owner. 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 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 - 001671 § 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 Contradtor'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 theamount 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. r.' § 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 --an4-°ha71 be instit ;te : w; th n twiwE year^ 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 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. et § 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 Cont"ractor,-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 Docut>;rentsa. §14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perfozr%i 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 otherry , material terms of the Construction Contract, , -•-_=- = _----- : ~ § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner AIA 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 Si this AIA' Document, or any 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. User Notes; (1280266606) PAPR - 001672 § 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(( Perforioanec._of the Construction Contract includes post-occuparoy obligations of the Contractor incorporated into the Construction Contract. 16_2 Performance of the Construction Conti -act includes nerioilnance of the res ionsiliitities of the design : rofessionafs_l3arficrpating in the 9Design-Build Construction Contract. » (Space is provided below for additional signatures of addedparties, other than those appear: ing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: « ae » . Address: c» Name and Title: e )w » Address: c» . t~ ' u ♦. 1 li' }iF ii !Ij i iH AIA Document A312 ° - 2010 Performance Bond. The American Institute of Architects. All rights reserved. WARNING: This AMA' Document is protected by U.S. Copyright Law and International 'Treaties. Unauthorized reproduction or distribution of this AMA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AMA software at 142637 on 07/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1280266606) PAPR - 001673 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:RFerrist 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 - 001674 From. Rick Green Sent: Sunday November 22, 2015 6:14 PM To: Robbie Ferris Subject: HCS - Revised Invoices Here you goM I've also attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T. Rk , "ard A. Green PAPR - 001675 Sheri Wainsco? From: Sent: To: Subject: Attachments: Follow Up Flag; Flag Status; Categories: Keith R. Powell Monday, November 23, 2015 11:18 AM Robbie Ferris (RFerris@sfla,biz) 312 performance 651979.pdf Follow up I Flagged Red Category PAPR - 001676 IW z s; n Pe rfoi;#jce Bond CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) OWNER: (Name, legal status and address) I-Iori y County Schools, a political .subdivision of the State of South Carolina. important legal consequences. Consultation with an attorney is encouraged with respect to its`comoletionbor modification. CONSTRUCTION CONTRACT Date: Amount: $ Description: (Name and location) Horry County Schools BOND Date: (Not earlier than Construction Contract Date) Amount: $ Modifications to this Bond: None X See Section 16 CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) SURETY Company: Signature: Name and Title: Signature: 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 A312M — 2010 Performance Bond. The American Institute of Architects. All rights reserved. VVARNING: 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 draft was produced by AIA software at 17:05:18 on 08/11/2015 under Order No.02395862081 which expires on 07/14/2016, and is not for resale. User Notes: (1198023252) PAPR - 001677 °f § 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.e § 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'sperformance. 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 Contract and notifies: the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the term's of the Construction Contract to the Surety or to a contractor selected to perform the_Constructipn _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 obligatio 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 expensr take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contrac § 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 contractfor 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 .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 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 Owned shall be entitled to enforce any remedy available to the Owner. AIA 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 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 draft was produced by AIA software at 17:05:18 on 08/1112015 under Order No.02395862081 which expires on 07/1412016, and is notfor resale. (1198023252) User Notes: PAPR - 001678 § 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 Contractdr'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 offon"account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity otherfthan the CSwner 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 Iocation in which the work or part of the work is 'oeated ara s"a" b° tit to th r' °years ,., the : ..,t,.,- :,,., fthe s ,:f s" n be ppl ",°.located. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the 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 to's 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 paytheContractor 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 7M — 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 ~C Document, or any 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 AlA software at 17:05:18 on 08/11/2015 under Order No,02395862081 which expires on 07/14/2016, and is not for resale. User Notes: (1198023252) PAPR - 001679 § 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 desien professionals participating in the Design-Build Construction Contract: (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) Sianature: Sienature: AIA Document A312T'w —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 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 draft was produced by AIA software at 17:05:18 on 08/11/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. User Notes: (1198023252) PAPR - 001680 From: Sent: To: Subject: Attachments: Keith R. Powell Monday, November 2l2OISlI:I9AM Robbie Ferris (RFerris@sfla.biz) A3I2PaymentBond-20I0 Working Draft 001.docx.docx (Attachment) A3I2PaymentBond-2010 VVorkingDreft - OOIdoox.doco Follow Up Flag: Flag Status: Follow UP Flagged A3l2PaymentBond-2010 - Working Draft - 001 .docxdocx (Attachment) EM KRP to Davis, Heinz, Ferris, Wawrzyniak, Peeples, Gardner, Wolfe (payment bond - draft) RE: Payment Bond request - Horry County Schools Projects From: Keith ft Powell To: Danielle Davis; aheinzthorrycountyschoolsnet PAPR - 001681 _ o CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) F1RSTFLOOR ENERGY POSiTIV}i ..: j fC; <`{ 333 Fgettevilie St.; Suite 225 Raleigh, NC 27601_ : a )m )) << ?) ADDITIONS AND DELETIONS: The author of this document ,,had' added information for its completion. The author may also have d[—» revised the text of the original AIA standard form. .AnAddition s and Deletions Report that notes added ;information'.; as j: well as revisions to the standard form. text is available m the author and should be OWNER: (Name, legal status and address) .South Caro lina -)*a_Political Subdivision of the State of So uth. Carolina --» Modifications to this Bond: None CONTRACTOR AS PRINCIPAL SURETY Company: Company: (Corporate Seal) , See Section 18 (Corporate Seal) Signature: Signature: a. )w . »... . Name and Name and a: Na » Title: Title: (Any additional signatures appear on the last page of this Payment Bond) (FOR INFORMATION ONLY — Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or other party) « )) E xecut ive Director of I acilities << )) « )) -a— l-urry Couiii\ -_Schoo ls . ~) ZsA: : . ry y 3. 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 7312" - 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 - 001682 1 (( )) i i is AIA Document A3L2"' - 2010 Payment Bond. The American Institute of Architects. All rights reserved. WARNING: This ASA' Document is protected by P.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 1240:33 on 11/06/2015 under Order N0.0239556208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001683 § 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, thenthe 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 ®caner 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 Surey. § 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: i 5.1 Claimants, who do not have a direct contract with the Contractor, have famished 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, of e-gupmntwas, 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 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 CIaimant. § 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 grid 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 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. This draft was produced by AIR software at 12:40:33 on 11/06/2015 under Order N0.0239586208_1 which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: PAPR - 001684 § 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 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 c jurisdiction in the state in which the project that is the subject of the Construction Contract expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety 1 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materi furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. Paragraph are void or prohibited by law, the minimum period of limitation available to sur jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or deli` on the page on which their signature appears. Actual receipt of notice or Claims, however sufficient compliance as of the date received, tion Contract or to ~ if competent mated or after the anttoSection 5. h2 equipment were provisions of this as a defense in the o the address`' hown nnlished, shall be § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location whet the construction was to be performed, any provision in this Bond conflicting with said statutory or`legal'requirezn( 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; .2 .3 the name of the person for whom the labor was done, or materials or equipment furnished; a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; a brief description of the labor, materials or equipment furnished; the date on which the Claimant last performed labor or last furnished in the performance of the Construction Contract; the total amount earned by the Claimant for labor, materials or equipr the Claim; the total amount of previous payments received by the Claimant; and the total amount due and unpaid to the Claimant for labor, materials c date of the Claim. .4 .5 .6 .7 .8 § 16.2 Claimant . An individual or entity having a direct contract with the Contractor ( 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 Contractors subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the lali'or, materials or equipment were furnished. § 16.3 Construction Contract . The agreement between the Owner and Contractor identified on thecover 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.B. Copyright Law and International Treaties . Unauthorized reproduction or distribution of this AIA ' Document, or any portion of it, may result in severe civil and criminal penalties , and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12:40:33 on 11/06/2015 under Order No. 0239586200_1 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001685 § 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: <<-• nAs used -in 16.2,.. the phrase "t.o..furi ish..labor, materials or equipment fo.r..use in the perfoniiance o.f_.the... Construction Contract" includes the entire scope of the t.enn n_proYe". as defined in S.C. Code §.26-6•- -l0(2 which fei ni "means aand m ludes any design or other professional or s killed services furnished by architects, engineers :land surveyors, and landscape architects." "u a ng on the c (Space is provided below for additional signatures of added parties, other than those appe ri CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Signature: Name and Title: Address: <<. )m •<< »• age.) (Corporate Seal) Signature: Name and Title: e >X Address: o» 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.02395862081 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001686 Fromm: Sent: To: Subject: Follow Up Flag: Flag Status: Nancy Zab ud Tuesday, November 24, 20I5 I2:09 PM Keith R. Powell Executed Horry County Contracts A141, Exhibit A and Exhibit B 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 Controller Capital Beak Plaza 3B Fayetteville Street, Sriu^z25 Raleigh, NC 27601 Main: 919-573-6350 Cell: 919-818-2879 Fax: 919-573-6355 nzabtud@sfla,biz www,sfla.biz From: Robbie Ferris Sent: Tuesday November 17, 2015 9:56 AM To: Nancy Zablud; Mike Wawrzyniak; Kenneth ]. 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: PAPR - 001687 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. A 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 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 PAPR - 001688 From: Sent: To: Subject: Attachments: Keith R. Powell Wednesday, November 25, 2015 12:11 PM 'Nancy Zablud' RE: Executed Horry County Contracts A141, Exhibit A and Exhibit B SES Ex A - Final - (1).pdf; SES ex B - Final - (1).pdf; SMS ex B - Final - (1).pdf; SJIS ex B Final - (1).pdf; MBM ex B - Final - (1).pdf, SJIS ex A - Final - (1).pdf; SMS ex A - Final (1).pdf; MBM Ex A - Final - (1).pdf; SMS 141 - Final - (1).pdf; SJIS 141 - Final - (1).pdf; SES 141 - Final - (1),pdf; MBMS 141 - Final - (1).pdf; 673449 EX A - Final - (1).pdf; a141 ffep Final - (1).pdf; EX B v2 - Final - (1)(1).pdf Follow up Flagged This should be all of it (3 per project). The only one possibly off is CFMS exhibits, because on my remote connection today I can't check them. All the rest I know are right, so you can rely on the same language for CFMS. These are as printed and checked by Sam & Robbie on Monday. 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: Nancy Zablud [ mailto:NZablud@sfla.biz ] Sent: Tuesday, November 24, 2015 12:09 PM To: Keith R. Powell Subject: Executed Horry County Contracts A141, Exhibit A and Exhibit B 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. sfita AACH tCCr= Nancy Zablud, CPA CGMA MBA Controller Capital Bank Plaza PAPR - 001689 333 Fayetteville Street, Suite 225 Reeih, NC 37601 Main: 919-573-6350 Cell: 919-818-2879 Fax: 919-573-6355 nzablud@sfla.biz www,sfla,biz From: Robbie Ferris Sent: Tuesday, November 17, 2015 9:56 AM To: Nancy Zablud; Mike Wawrzyniak; Kenneth 1. 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" Date: November 17, 2015 at 9:47:32 AM EST To: "Robbie Ferris (RFerris@sfla.biz)" , Mark Wolfe , "Ara Heinz (AEeinz(@horrycountyschools.net )" , John Gardner , Kenneth Generette , rmaxey@horrycountyschools net" Cc: "William F. Halligan" Subject: RE: Hcs ' 1 Robbie & HCS folks: Ex B updated draft attached for review & comment. Waiting on HCS comments on 141 and Ex A. 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-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 wrote: Keith Can you send the latest version of the contract for review Robbie PAPR - 001690 Sent from. my iPhone PAPR - 001691 IIAJA Document A 4 TM 2014 ExMfltA This Amendment is incorporated into the accompanying AIA Document A141Tm-2014, Standard Form of Agreement Between Owner and Design-Builder dated the twenty-third (the "Agreement") day of November in the year two thousand fifteen (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: (Name, legal status and address) .1lorry.County Schools, South Carolina, a political subdivision of the Carolina. 335 Four Mile Rd. Conwajr, SC 29526 State of South ADDITIONSAND DELETIONS: eauth o 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. ARTICLE A.1 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 A141-- 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 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 111:51:25 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: AIA PAPR - 001692 below § ,4.1.2 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. § A.1.5.1.6 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. 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 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 11:51:25 on 11/23/2015 under Order No.0239586208_i which expires on 07114/2016, and is not for resale. (728068658) User Notes: PAPR - 001693 § 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 I 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 Subtract amounts, if any, the Owner has withheld or nullified, as provided in Section 9.5 of the .4 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. IRIt. AIA Document A141 1a — 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 A]A Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:51:25 on 11/2312015 under Order No.02395862OB1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001694 3 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: (Iden(Lfy any agreed upon allowances and contingencies, including a statement of their basis.) 1 Allowances Owner Furniture Allowance $ 1 ,0000,000 $ 250,000 Owner Hardware Allowance $ 500,000 Owner Controls Allowance $ 600,000 Owner Fire Alarm Allowance Owner Playground Equipment Allowance $350,000 Owner Special Inspections All $ 150,000 $ 00,000 Owner Commissioning Allowance 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. (Paragraphs deleted) ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder's key personnel are identified below: (Ident(i5 name, title and contact information.) Socastee ES: Superintendent: Dale McCoy (Paragraph deleted) Project Manager: Mike Dickman (Paragraphs deleted) Assistant Superintendent: David Isham § 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 Init. AIA Document A141"— 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 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 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 - 001695 t (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. [nit. 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 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 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 - 001696 -_ ii 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 11 /23/2015. 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") 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 Horry County Schools., South Carolina, a political subdivision of the State of South Carolina: 335 F our Mile Rd. Conway; SC 2952E FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 [ J Stipulated Sum, in accordance with Section A.1.2 below with, S eetie .. ^ , 1 ,^ below PAGE 2 § 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, oe-thc numbers oi' other iden to accept other alternates Additions and Deletions Report for AIA Document A141w —2014 Exhibit A. 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 document was produced by AlA 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 - 001697 r iqk nrd I er ka inm Additions and Deletions Report for AIA Document A141 ' —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 AlAe Document, or any portion of it, may result In severe civil and criminal penalties, and will he prosecuted to the maxim urn 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 - 001698 § ,4.1,5,1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day fn, . of the :: n h month. § A.1.5.1.3 _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 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; cl 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 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 130) days from the date the District receives the payment request P,a me3t. " Stipu e• m er Gast of § A.1.5,1,5 With each Application for Payment - h e the r'eft'wa t S- `n i s b, ed ' the Wefk w ith a Guarantee d Ma.,.._,.m n..:,., 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 sep arntel" Wh e 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. late ' `he 17`t 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-- 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' Document, or any portion of it, may result in severe 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 11/2312015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001699 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%); Additions and Deletions Report for AIA Document A141TM —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 A1A` Document, or any portion of it, may result in severe 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.D239586208 1 which expires on 07/14/2016, and is not for resale. (728068658) User Notes: PAPR - 001700 .. _ § 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 requirements correct non-conforming Work discovered after final payment or to satisfy other which extend beyond final payment. § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work net- later-thhast date ef+r,:s A mend en+ as follows: --) ay. m May 1,2017. Additions and Deletions Report for AIA Document A141— — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WAR NING: This Ale' 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 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 - 001701 Liquidated damages per A141-2014. PAGE 4 § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the f'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.: other G o d:liens o f on Date Pages Owner Furniture Allowance $ 1 ,0000,000 $ 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 TP9 — 2014 Exhibit A. 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 of this AIA" Document, or any portion of it, may result in severe 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 - 001702 6 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. a Supeu 4tate dent cocastee ES: Superintendent: Dale McCoy ,2 P-re}eet4 4anaget'Proiect Manager: Mike Dickman Assistant Superintendent: David Isham Additions and Deletions Report for AIA Document A141 TM -2O14 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This At 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 0711412016, and is not for resale. (728068658) User Notes: PAPR - 001703 Additions and Deletions Report for MA Document A141 -- 2014 Exhibit A. Copyright CG) 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This Document is protected by US. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis NAW Doaument, or any portion of it, may result in severe ctvii and criminal penalties, and wiil be prosecuted to the maximum extent possible under the law. This document was produced by MA software at 11:51:25 on 11f23l2015 under Order No.0239586208_1 which expires on 07114l2018. and is not for resale. User Notes: (728068658) PAPR - 001704 ■. - e PJt Additions and Deletions Report for AIA Document A141 ° —2014 Exhibit A. Copyright 02004 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 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. User Notes: (728068656) PAPR - 001705 § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build ceea;ea "{c below.Documents, Joe Defeo, Chairman of the Board of Education Robert Ferris, Authorized Member Additions and Deletions Report for AIA Document A141 re — 2014 Exhibit A. 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 A[A© Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 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 - 001706 10 Certiffi 9kn of Doc umernis Auhentici ty ~ AlA® Document D40ITM — 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 AlA 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 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 AIAC Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:51 : 25 on 11/23/2015 under Order No.0239586208_1 which expires on 07 / 14/2016, and is not for resale. User Notes: (728068658) PAPR - 001707 1 IIAJIA Document Al 41T5 2014 Exhibit Insurance artd Bonds for the following PROJECT: (Name and location or address) New Socastee Elementary 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) Ilorry County Schools, South Carolina, apolitical 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 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. 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.. Init. Document A141— — 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 AIAC Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 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: AIA PAPR - 001708 § 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; personal injury; .2 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. § 8.2.1.4 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. § 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. Init. AIA Document A141 T'" — 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 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 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911168130) User Notes: PAPR - 001709 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.) Em 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 Init. AIA Document Al 41 11 —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 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 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001710 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 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 A141 TM — 2014 Exhibit B. 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 ofthis AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:51 on 11/231201S under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001711 4 L1 1 N• t This Additions and Deletions Report, as defined on page I 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. New Socastee Elementary School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) llorry County Schools, Sou th Carolina a political subdivis ion of the State of South Carolina. 335 Four Mile 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.. §. 6,2.1 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 a: cc_ n a. t °dated elewe Section 11.2.2.1 of the Ag _____nt ^'e__ _. eoiseetien-ef-Work .,fate tie tio ,1ura , 1 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 B. 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 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 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 - 001712 .3 damages because of injury to or destruction of tangible subcontractor exception to the "your work" exclusion; ;property, and must contain the § 6.2.1.2 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. $100,000 per accident. § 6,2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 ) per claim and two million ($ 2,000,000 ) in the aggregate, claim and —($=)n the aggregate. § 6.2.1.9 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, Auteanebile 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. § 6.2.1.10 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 uteme bile. r iabi ity and-Pelltien--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. 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 T" 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 11:13:51 on 11/23/2015 under Order No.023958620B_1 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001713 2 professional liability insurance. § 6.3.2.1 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 , Gempl tin ; et'dm ee with S do o o e f tho n gFeemynt. -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, _ e § B.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance ; 9 J include the interests of the-O . insurance in the form of S.C. Insurance Reserve Fund ('IRE") PD-01, PD-09, and PD-12. Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit S. 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 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 11:13:51 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911156130) User Notes: PAPR - 001714 •• r § 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. TP+' n.,... a a r,,,,,:,.,, Buil4 t ,.o t eted rbit +: the method of binding dispute resolution, the Owncr as fiduciary shall melee setti-ement with inouaers or, in the casc Additions and Deletions Report for AIA Document A141 1 ' — 2014 Exhibit E. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This Ate 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 11:13:51 on 11/23/2015 under Order No.02395862081 which expires on 07/14/2016, and is not for resale. (911158130) User Notes: PAPR - 001715 0 r a 1 sacr m umen m t Al 4ITM 1 it Insclrance and Bonds for the following PROJECT: (Name and location or address) 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 OWNER: (Name, legal status and address) Horry 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) 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. FIRSTFLOOR ENERGY POSITIVE LLC, 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.) TABLE OF ARTICLES ls .,,. 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'^^ — 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 - 001716 § 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. § 6,2,1.1 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 Iimits. § 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.2.1.6 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 Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software all1:13:38 an 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001717 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-0l, 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. AlA Document A141T —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 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 11:13:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1902851185) User Notes: PAPR - 001718 3 cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. (Paragraph deleted) § 8.3.2,3 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 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) AIA Document A141 na — 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 tinder the law. This document was produced by AIA software at 11:13:38 on 11/23/2015 under Order No.02395862081 which expires on 07114/2016, and is not for resale. (19028511 85) User Notes: PAPR - 001719 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.) I-forry County Schools, South Carolina a political subdivision of the State of South Carolina. 335 Four We 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 + ted ol c ,..; a: _ nt a,. +: 1 Section 11.2.2.1 of the n , 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 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 documentwas 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 - 001720 damages because of injury to or destruction of tangible subcontractor exception to the your work" exclusion; ;property, and must contain the § 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, clair ~~t~~ l {$ } 13 ~ ^,xggregate. § .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. 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, brute and-Pellutien- and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be famished by the Design-Builder with reasonable promptness. 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 AlA Document A141T^' —2014 Exhibit B. Copyright© 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible 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 - 001721 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 Ce leti e erdance with Seetio n 9 e of the A greefent. 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 -insurance ; Design n i14er sha be ^ e ^^^ 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 A141T" — 2014 Exhibit B. 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'' Document, or any portion of it, may result in severe 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 - 001722 required under this Exhibit-B b § B321O 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 f t_L O., _ ,.a De& ,, Builde.. h ie s leerec ^tit ^«: a of a-dispute over ditribution..ofimsawee-pfeeeeds--in-aeeordawee4th--th-diaeeties-ofthe-aEbitrators Additions and Deletions Report for AIA 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 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 - 001723 1i.0 11 d lB Insura nce nB aJs for the following PROJECT: (Name and location or address) 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) Horry. 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 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 ns eouement has important le consequences. Consultation with an coo attorney Is encouraged o 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 yemt) 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 13.3.2.. Init. Document A141 11 — 2014 Exhibit B. Copyrights 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 AIAn 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. (1228161900) User Notes: AIA PAPR - 001724 § 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. § 8.2.1.3 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. § 8.2.1.4 Workers' Compensation at statutory limits. § 8.2.1.5 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. ]nit. AIA Document A141TM -.2014 Exhibit B. Copyright O 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 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 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 - 001725 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 Init. AIA Document A141 10 — 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 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 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 - 001726 3 cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. (Paragraph deleted) § 13.3.2.0 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. I /nit. (Paragraphs deleted) AIA Document A141 T —2014 Exhibit B. Copyright 0 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 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. (12281619 00) User Notes: PAPR - 001727 4 /fijfl, nd Deletions flpo' -tfor 0 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 11:13:18 on 11/23/2015. a New St. James Intermediate School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) lorry County Schools, South Carolina, a political subdivision of the Stat c of South Carolina. . 335 Four Mile 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.. § 6:2.1 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- u less a di - t ,1.,..etio..: sheted b Section 11.2.2.1 of the A . Agreement. § 6.2.1.1 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. WARNING: This AlA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software a ll1:13:18 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1228161900) User Notes: PAPR - 001728 damages because of injury to or destruction of tangible prepetty; 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. $100,000 per accident. § 6.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 )per claim and two million ($ 2,000,000 in the aggregate. claim and— ($ ) in the aggregate. to ) per aim and—($—) in- the aggregate. § 13.2.1,9 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 i b:Iity and Pel l tie 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. § 6.2.1.10 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 utemeb:, e r :alni4ity w4Tel,ation-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. 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 A141TM —2014 Exhibit B. 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 AEA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:10 on 1112312015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1228161900) User Notes: PAPR - 001729 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 ,. bHiil er's Fi sk "al Fisk" eF equivalent peliey farxm. iz dedtictiblcs If any consteuetienthat-ipart-of4he-Werk-shall-eemmenee-pi4oMe-eweeutiew-ef-the-Pesi-B4ld , . 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. IJV*I'tM*Jb1J $J c _ § 13.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery itsranee Design- Builder PD-09, and PD-12. shall b e ^abed wstweds.insurance in the form of S.C. Insurance Reserve Fund ("IRF") PD-01, Additions and Deletions Report for AIA Document A141 TM' — 2014 Exhibit R. Copyright '02004 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 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 - 001730 ILII § .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. ift O v « 1 D • g n.4a ha elect a r bit a k 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 AlA`''' Document is protected by U.&. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A[A Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 11:13:1 B on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (1228161900) User Notes: PAPR - 001731 IIA IA D ocume nt AI4ITM ~ mm ~ for the following PROJECT: (Name and location or address) ADDITIONS AND DELETIONS: ew Myrtle Beach Middle School New (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response 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 Deletions Report that notes added THE 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 Slate of South margin of this document indicates Carolina, where the author has added 335 lour Mile Rd. C onw SC 2952£: THE DESIGN BUILDER: - (Name, legal status and address) 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 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 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 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 A141T"'— 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 11:13:01 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. . (729313891) User Notes: PAPR - 001732 § 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 .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury; 3 damages because of injury to or destruction of tangible property, and must contain the subcontractor exception to the "your work" exclusion; .4 bodily injury or property damage arising out of completed operations; and .5 contractual liability applicable to the Design-Builder's obligations under Section 3.1,14 of the 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. hilt. Document Al41 T"' — 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA e ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA' Document, or any Document ❑ portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:13:01 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (729313891) User Notes: PAPR - 001733 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. I (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"" —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. Uri authorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible tinder the law. This document was produced by AIA software at 11:13:01 on 11/23/2015 under Order No.02395B6208_1 which expires on 07/14/2016, and is not for resale. (729313891) User Notes: PAPR - 001734 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. § 13.3.2.10 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 /nit. (Paragraphs deleted) AIA Document A141" — 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 International Treaties. Unauthorized reproduction or distribution ofthis AlA` n Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:01 on 11123/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (729313891) User Notes: PAPR - 001735 4 I. ; a De!etfOnS „ 2 for 0 I DocumentA , , ; 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 AlA 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 11:13:01 on 11/23/2015. New Myrtle Beach Middle School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) Ilorry County Schools, South Carolina. a political subdivision of the Sta te of South Carolina. 33 5 Four Mile 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 (2)15) . 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 a:f e t a' a+' stated-be1-Ow: Section 11.2.2.1 of the ” ' 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 TR1 — 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 11:13:01 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (729313891) User Notes: PAPR - 001736 .3 damages because of injury to or destruction of tangible preper-ty; property, and must contain the subcontractor exception to the your work" exclusion; § 6.2.1.2 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. § 6.2.1.9 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, Automobile bi + and Pe l luden 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. T § 6.2.1.10 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, Automobile Liability, n-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, 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 ALA Document A141TM —2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AI A'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIR"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:13:01 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (729313891) User Notes: PAPR - 001737 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 JIIIJl**uJUiflh1llT11i L# Cemple+:e., : e. aanee wi+t Seetien n a e f- e n greemen+ 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 issur-anee, the Work-ifnet Design Budd.- shalt be nai ed insui°QS,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 —2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA5 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 11:13:01 on 11/23/2015 under Order No.02395862081 which expires on 07/14/2016, and is not for resale. (729313891) User Notes: PAPR - 001738 § .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 .il er h^, „ seleet°,a arbitr-atinn method of binding dispute resolution in the Agreement. If tL, e Ow °r an g T. ^: 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 Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAet Document, or any 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 11:13:01 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (729313891) User Notes: PAPR - 001739 A1 V__Iii__iitii.yiCIIIL 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 St. James Intermediate School per Owner's Request for Proposals No. 1415-91 and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No, 1415-91 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 THE OWNER: reviewed. A vertical line in the left (Name, legal status and address) margin of this document indicates where the author has added Hurry County Schools, South Carolina, a political subdivision of the State of South. Carolina. 335 Four l\4ile Rd. .. . ,Conway, SC 29526 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. 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 [nit. AIA Document Al 41 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. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in savers civil and criminal penalties, and will be prosecuted to the maximum extent possible tinder the law. This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No,0239586208_1 which expires on 07114/2016, and is not for resale. (1413696307) User Notes: PAPR - 001740 (Paragraphs deleted) below § A.1,2 Stipulated Sum § A.1.2.1 The Stipulated Sum shall be forty-seven million seven hundred forty-two thousand three hundred thirty-three dollars ($ 47,742,333,00), 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. § A.1.5.1,6 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. l .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. Init AIA Document A141 TM —2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document 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 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (1413696307) User Notes: PAPR - 001741 2 § 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. § 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 Subtract amounts, if any, the Owner has withheld or nullified, as provided in Section 9.5 of the .4 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.) Init. AIA Document A141 " — 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 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 1112:44 on 11/2312010 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001742 I Liquidated damages per A141-2014. 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: (Identjr any agreed upon allowances and contingencies, including a statement of their basis.) 1 Allowances $ 1 ,500,000 Owner Furniture Allowance $ 350,000 Owner Hardware Allowance Owner Controls Allowance $ 650,000 Owner Fire Alarm Allowance $ 750,000 $ 150,000 Owner Special Inspections All Owner Commissioning Allowance $ 125,000 $ 1 ,865,000 Owner Technology Allowance Owner Landscaping Allowance $200,000 Owner Playground Equipment Allowance $150,000 .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. (Paragraphs deleted) ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder's key personnel are identified below: (Ident(y name, title and contact information.) St. James Intermediate: Superintendent: Randall Jernigan Project Manager: Steve Bond (Paragraphs deleted) Assistant Superintendent: Rodney Nichols § 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 Init. AIA Document A141'"" — 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 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 11:12:44 on 11/23/2015 under Order No.0239586206_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001743 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 Robert Ferris, Authorized Member (Printed name and title) (Printed name and title) AIA Document A141" — 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' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No.0239586206_1 which expires on 07/14/2016, and Is not for resale. (1413696307) User Notes: PAPR - 001744 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 11:12:44 on 11/23/2015. 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") New St. James Intermediate 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 Conway, SC 2952: FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 [ X ] Stipulated Sum, in accordance with Section A.1.2 below with Seeti A . ^ below .' . . , PAGE 2 § A.1.2.1 The Stipulated Sum shall be (—}; forty seven million seven hundred forty-two thousand three hundred thirty-three dollars ($ 47,742,333,00), subject to authorized adjustments as provided in the Design-Build Documents. Additions and Deletions Report for AIA Document A141— — 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" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001745 Additions and Deletions Report for AIA Document A141 ° —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° Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (1413696307) User Notes: PAPR - 001746 § 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 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 request § A.1.5.1.5 With each Application for Payment .,.her° the- °~ et S°°~ ' ased ° ° + ~°°'°aed °°° ° t of D i e fr Design-Builder shall submit the most recent schedule of values in the `x r :fe . ,. - steed n r ,.: 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 sh^ ^ sep^ratel,. Wxn_ a tt e 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. ,, 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 Additions and Deletions Report for ABA Document A141T 0fl — 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" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:12:44 on 11123/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale, (1413696307) User Notes: PAPR - 001747 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 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%); ♦. r. .... . .. . . .. .... . . . ■ - - --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 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution reserved. WARNING: This AIA"' of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001748 § 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 ae ement :fat y requirements which extend beyond final payment. § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work of this Amendment, or as follows: date May 1, 2017. 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. WARNING: This Ale 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 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001749 Liquidated damages per A141-2014. 3g:Owner's § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the fs11 Design Requirements (including addenda to the REP) and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91.: Pages T4& Pages Date Date Numb Date Tape Owner Furniture Allowance Owner Hardware Allowance Owner Controls Allowance Owner Fire Alarm Allowance Owner Special Inspections All Owner Commissioning Allowance Owner Technology Allowance Owner Landscaping Allowance Pages ,500,000 350,000 $ 650,000 $ 750,000 $ 150,000 $ 125,000 $ 1 ,865,000 $200,000 $ 1 $ 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 AIAn Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1413696307) User Notes: PAPR - 001750 6 Owner Playground Equipment Allowance $150,000 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 Comity Board of Education accepts the Proposal as an acceptable interpretation of the Design Requirements, — S Ter ter nt-St. James Intermediate; Superintendent: Randall Jernigan ,2 Pf jeet Ma agerProiect Manager; Steve Bond Assistant Superintendent: Rodney Nichols Additions and Deletions Report for AIA Document A141 w' — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. Al! rights reserved. WARNING: This Ale 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 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001751 Additions and Deletions Report for AIA Document A141 T1 — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WAR IIIING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAC Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001752 - -:. :--- -•?- :--- :s1 1 . \ ■. \. _ . G _ \. Additions and Deletions Report for AIA Document A141 T"" — 2014 Exhibit A. Copyright m 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 AIAN ` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 11/2312015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1413696307) User Notes: PAPR - 001753 § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build basi-sr-the-Design Builder shall provido See ien ^ .5.5, bole Documents, Joe Defeo, Chairman of the Board of Education Robert Ferris, Authorized Member Additions and Deletions Report for AIA Document A141w — 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 AIA0 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 1112312015 under Order No.023958620B_1 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001754 10 to y , 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 11:12:44 on 11/23/2015 under Order No. 02395862081 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA O 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 0401 "— 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:44 on 11/23/2015 under Order No.02395862081 which expires on 07/14/2016, and is not for resale. (1413696307) User Notes: PAPR - 001755 SA1IA Document Al 4ITM — 2014 Exhi A 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 Middle School per Owner's Request for Proposals No. 1415-91 and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91 THE OWNER: (Name, legal status and address) Horry County Schools, South Carolina, a political subdivision of the State 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 A.1 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 A141 "-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" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:29 on 11/23/2016 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1332111982) User Notes: AIA PAPR - 001756 below § A.1.2 Stipulated Sum § A.1.2.1 The Stipulated Sum shall be forty-two million four hundred eighty-eight thousand one hundred sixteen dollars ($ 42,488,116.00), 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. § A.1.5.1.6 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. AIA Document A141T" — 2014 Exhibit A. 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 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1332111982) User Notes: PAPR - 001757 § 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 Subtract amounts, if any, the Owner has withheld or nullified, as provided in Section 9.5 of the .4 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 § Al .5.5.1 Final payment, constituting the entire unpaid balance ofthe 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 ofthe 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 orfor bonus payments for early completion of the Work) Liquidated damages per A141-2014. [nit. AlA Document A141 TM' — 2014 Exhibit A. 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 of this AIA ~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1332111982) PAPR - 001758 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.) .1 Allowances Owner Furniture Allowance $1,250,000 Owner Hardware Allowance $ 350,000 Owner Controls Allowance $ 650,000 Owner Fire Alarm Allowance $ 750,000 $ 150,000 Owner Special Inspections All $ 125,000 Owner Commissioning Allowance Owner Technology Allowance $ 1 ,645,000 $200,000 Owner Landscaping Allowance DB Complete Site Package Allowance $2,500,000 .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. (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 Middle School: Superintendent: Phil Asslynn Project Manager: Mike Dickman (Paragraphs deleted) Assistant Superintendent: Bob Green § 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 Init. t AIA Document A141TI — 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 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 11:12:29 on 11/23/2015 under Order No.0239586206 1 which expires on 07/14/2016, and is not for resale, (1332111982) User Notes: PAPR - 001759 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. (nit. OWNER (Signature) DESIGN-BUILDER (Signature) Joe Defeo, Chairman of the Board of Education Robert Ferris, Authorized Member (Printed name and title) (Printed name and title) AIA Document A141— — 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 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 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1332111982) User Notes: PAPR - 001760 0 1VJ, N! 1 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 11:12:29 on 11123/2015. I!t 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") New Socastee Middle 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 I lorry County Schools. South Carolina, a political subdivision of the State of So u th Carolina. 335 Fo ur Mile Rd. Conway, SC 29526 FIRSTFLOOR ENERGY POSITIVE LLC , 333 Fayetteville St., Suite 225 Raleigh, NC 27601 [ N ] Stipulated Sum, in accordance with Section A.1.2 below with Betio (Based th 1 t: b A , i . ^ below rl n e e;, .A.. .'', A...? ~ r ^ ..^ PAGE 2 ; forty two million four hundred eighty-eight thousand one hundred § A.1.2.1 The Stipulated Sum shall be sixteen dollars ($ 42,488,1 16.00, subject to authorized adjustments as provided in the Design-Build Documents. &tip-u1oted-Swnfev-eeIi-an4h&deadi-ine by-which the altcrnotc--niurt-bc accepted.) Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit A. Copyright 02004 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 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. User Notes: (1332111982) PAPR - 001761 I~ Ifc gw ~ I I~,:~9~w~pP Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit A. 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 of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1332111982) PAPR - 001762 § 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 anenthep-as-4blkt ws month. § A.1.5.1.3 _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 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 qualityiis 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 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 request ) demenste-thth-disbursements already made bythoDasign-Builderon-account-ef .the-Cost of the.Work equal period covered by4he-eeent-Applieatien-thr a Su r c,.„ i , e a , § A.1.5.1.5 With each. Application for Payment w ere4h C ot the Work with a € uarantee d n aeti,„„„, n.:, 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 W ere t the various portions of the Work. Compensation for design services, if any, "^” b e ow^ 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. cf:„„i f s' separatel^ e 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. WARNING: This AlA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA” Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires on 0711412016, and is not for resale. (1332111982) User Notes: PAPR - 001763 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%); -....- . Additions and Deletions Report for AIA Document A141 °' — 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' Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires 00 07/14/2016, and is not for resale. (1332111982) User Notes: PAPR - 001764 ■ ■ § 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 which extend beyond final payment. § A,2.2 The Design-Builder shall achieve Substantial Completion of the Work not ]Mer thanday. fthi A ffien a. ent er as follows: she date e May 1, 2017. Additions and Deletions Report for AIA Document A141"^ — 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 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:29 on 11/23/2015 under Order No.02395862081 which expires on 07/14/2016, and is not for resale. (1332111982) User Notes: PAPR - 001765 Liquidated damages per A141-2014. PAGE 4 § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the €ellewin 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.: Rages Section Numb Ti11e Data Te Rages Data Thin Data Rages $ 1 ,250,000 Owner Furniture Allowance $ 350,000 Owner Hardware Allowance Owner Controls Allowance $ 650,000 $ 750,000 Owner Fire Alarm Allowance $ 150,000 Owner Special Inspections All $ 125,000 Owner Commissioning Allowance $ 1 ,645,000 Owner Technology Allowance $200,000 Owner Landscaping Allowance DB Complete Site Package Allowance $2,500,000 Owner contingency is currently Not in Contract and amounts will be determined by Modification. Additions and Deletions Report for AIA Document A141TII — 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA 5 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 11:1229 on 11/23/2015 under Order No.0239586208_1 which expires on 0711412016, and is not for resale. (1332111982) User Notes: PAPR - 001766 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. Supei4ntet cent-Socastee Middle School: Superintendent: Phil Asslynn :2 Pr.ceet ManageuProject Manager: Mike Dickman Assistant Superintendent: Bob Green .fre=e*sresr ~ Additions and Deletions Report for AIA Document A141 ° — 2014 Exhibit A. 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 elvil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:12:29 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1332111982) PAPR - 001767 From: Sent: To: Subject: Attachments: Keith R, Powell Monday, November 23, 2015 11:00 AM Robbie Ferris RE: HCS Revised Invoices A312PaymentBond-2010 Working Draft 001.docx; A312PerformanceBond-2010 Working Draft (3).docx - - - - - Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category I'm going to attach the uncompleted forms of bonds to the Ex B for tonight. 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.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. 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. 1 PAPR - 001768 PAPR - 001769 iJz SURETY: (Name, legal status and principal place of business) CONTRACTOR: (Name, legal status and address) •« : »<(. » C( ))(( )) )) ~ OWNER: (Name, legal status and address) «tlorr County Schooi District:. South Carolina—>x< Political Subdivision of the. .' State of S outh Carolina—>> « )) ADDTTIONG AND 'DELETIONS: The author of this document has; added information needed for its completion. The author may also have revised the text of the orginal AIA standard form. An Additions and Deletions Report thatl{no$es added information( as well as revisions to the standard form .,text .,is mailable from CONSTRUCTION CONTRACT Date: <..> Amount: $ « the author and s hould be reviewed, This document has important Description: legal consequences: Consultation with an attorney is encouraged with (Name and location) «H.orry County Schooll District» respect to;,it`s completion <( > ;or modification a, Any.,,- singular reference to BOND Date: (Not earlier than Construction Contract Date) Contractor, Surety Owner or other party shall be considered plural where applicable. (< » Amount: $ « >> Modifications to this Bond: j e » None CONTRACTOR AS PRINCIPAL (Corporate Seal) Company: <(. »' See Section 18 SURETY Company: ij (Corporate Seal) Signature: Signature: Name and « »« Name and « oo » Title: Title: (Any additional signatures appear on the last page of this Payment Bond) (FOR INFORMATION ONLY AGENT or BROKER: «.» .. Name, address and telephone) OWNER'S REPRESENTATIVE: (Architect, Engineer or other party:) <<» .................. « >> (<». « .» (< )) ELECTRONIC COPYING of any portion of this AIA5 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. (1630695778) Oser Notes: - PAPR - 001770 § 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, thenthe 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 atthe 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, 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 have sent a Claim to the Surety (at the address described in Section 13). .2 § 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 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 'hot "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. rr § 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 Notes: (1630695778) PAPR - 001771 § 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 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 c( jurisdiction in the state in which the project that is the subject of the Construction Contract expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety l or 5.2, or (2) on which the last labor or service was performed by anyone or the last materi furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. Paragraph are void or prohibited by law, the minimum period of limitation available to sur jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delis on the page on which their signature appears. Actual receipt of notice or Claims, however sufficient compliance as of the date received. Contract or to ,aced or after the mt to-Section-5.1-,2 equipment were provisions of this is a defense in the the § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the the construction was to be performed, any provision in this Bond conflicting with said statutory or le shall be deemed deleted herefrom and provisions conforming to such statutory or other legdl- equirei 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 appearmg to be a potential beneficiary of this Bond9the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. I § 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; j; 1 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-ofthe 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 oiwater, 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" - 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 - 001772 _ § 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 addedparties, other than those appea'ring on the cover page.) CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title: «»«» « » .. Address: SURETY (Corporate Seal) Company: Signature: Name and Title: « »« >> « » . ... Address: (Corporate Seal) .. .. ... . AIA Document A312 e - 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 - 001773 4 J TM e 2010 — CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) « ))<( )) << »<( )) ADDITIONS AND DELETIONS The author of this document has added information {seeded for its completion. OWNER :Tie author may also have "revised the text of the (Name, legal status and address) S. Horny C o unty SChools-iistl'ict, a ])olit]C ~ I Subdivisio n Of the'S tae of South originna1 AIA standard form A Additions an De letions hport that notes added information as well as revi1ons to the standard (< )) form 'text is available from he?atitho,r and should be reviewed,: CONSTRUCTION CONTRACT Date: (( >) Amount: $ « •)i Description: This document has important legal consequences. Consultation with an attorney is encouraged with (Name and location) oi:Iorry C ounty roiekee14 Scho ols i-K4>> « )) respect to its completion or modification. BOND ny. singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. Date: (Not earlier than Construction Contract Date) >) Amount: $ « » Modifications to this Bond » CONTRACTOR AS PRINCIPAL (Corporate Seal) Company: None See Section 16 ((X SURETY Company: (Corporate Seal) Signature: Signature: Name and << »« » •. Narne and e >ie » Title: Title: (Any additional signatures appear on the last page of this Peiformance Bond.) (FOR JXFORA4ATION ONLY—Name, AGENT or BROKER: ((» «» « » . address and telephone) OWNER'S REPRESENTATIVE: (Architect, Engineer or other party.) « »' «» « >> « )) <( » « )) ...: .. ....... .................. .' war fh 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. Document is AIA Document 0312" - 2010 Performance Bond. The American Institute of Architects. All rights reserved. WARNING; This AIA 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. 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. (1280266606) User Notes; PAPR - 001774 § 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 Owneris 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 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 Contract' and 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. 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 ;ifs 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 contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner fora contract for performance and completion of the Construction Contract, arrange for a contract to be prepared execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance 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 for and § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor an_ d ✓ith 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 do the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled toy 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'te entitled to enforce any remedy available to the Owner. AIA 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 14:26;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 - 001775 § 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 Contradtor'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 thatare 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 m must be instituted in any court, of competent jurisdiction in the location in which the work or part of the work is located and shall be instit ed within +„ „ , o . § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address sown 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 to the Contractor of ay 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 i" 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 "perfoi or otherwise to comply with a material term of the Construction Contract, I' § 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 otlidr material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner AIA 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 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 - 001776 § 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 a Perfori -iance of the Construction Contract in cludps:post -occupancy obligations oi'the Contractor incorVo.ratcd. into the Construction Conti -act. 162 .Performance of the Construction C ontract includes performance of the responsibilities of the design participating 7 n;the Design--Build Construction Contract. » professionals .: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title: Address: (Corporate Seal) _ << ><< a» ». SURETY Company: (Corporate Seal) Signature: Name and Title: Address: 5i AIA Document A312° - 2010 Performance Bond. The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Q.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 l which expires on 07/14/2016, and is not for resale. (1280266606) User Notes: _ PAPR - 001777 4 From: Sent: To: Subject: Follow Up Flag: Keith R. Powell Monday, November 23, 2015 11:16 AM Robbie Ferris RE: HCS Revised Invoices - Flag Status: Follow up Flagged Categories: Red Category 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:RFerrisCaisfla.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. 1 PAPR - 001778 Then L. Wansccii 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 [maiIto:RFerrisCatsfla.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. I PAPR - 001779 From: Rick Green Sent: Sunday, November 22, 2015 6:14 PM To: Robbie Ferris Subject: HCS - Revised Invoices Here you goM ye ako attached the wire instructions to move funds into the Firstfloor Energy Positive (HCS Team) account at BB&T, PAPR - 001780 Keith R. Powell Monday, November 23, 2015 11:18 AM Robbie Ferris (RFerris@sfla.biz) 312 performance 651979.pdf Follow up Flagged Red Category 1 PAPR - 001781 NAIA x a CONTRACTOR: (Name, legal status and address) flYiL M ~.; 1 f SURETY: (Name, legal status and principal place of business) This document has important legal consequences. OWNER: (Nome, legal status and address) Horry County Schools, a political subdivision of the State of South Caroli na.. Consultation with an attorney is encouraged; with respect to its`completionbor modification., CONSTRUCTION CONTRACT Any singular reference to Date: Contractor, Surety, Owner or other party shall be considered plural where applicable. Amount: $ Description: { (Name and location) Horry County Schools BOND Date: (Not earlier than Construction Contract Date) Amount: $ Modifications to this Bond: j None CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) 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 Pefformance 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. AlA Document A312TM - 2010 Performance Bond. 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` Document, or any 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.02395862081 which expires on 07/14/2016, and is not for resale. User Notes: (1198023252) PAPR - 001782 7 § I 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 Section3 § 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) busine ~ s 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 Contract and notifieS'thei Surety; and the Owner has agreed to pay the Balance of the Contract Price in accordance with°the'terin lithe .3 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'Ownei 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 th'e 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 A312w — 2010 Performance Bond. 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 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. User Notes: (1198023252) PAPR - 001783 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; additional legal, design professional and delay costs resulting from the Contractor's Default, and .2 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 Construetion 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 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 Contxacd or to related subcontracts, purchase orders and other obligationsi. § 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 'eeated and shall be m ilitate ,, ith4n two a 4, :,...: sdietien o f h e su thal-1 be ap 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 famished, 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'fordamages 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. ti y § 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 paytheContractor 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 AIA Document A312T'" — 2010 Performance Bond, 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" Document, or any 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 AlA 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 - 001784 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. 6.2 lacrfo€mance of the Construction Contract includes performance of the responsibilities of the desig n professionals participating in the Design-Build Construction Contract, (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title: Address: (Corporate Seal) SURETY Company: I (Corporate Seal) Signature: Name and Title: Address: AIA Document A312TM' — 2010 Performance Bond. 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 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 draft was produced by AIA software at 17:05:18 on 08/11/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1198023252) User Notes: PAPR - 001785 4 Sheri L Vainsco:.t From: - Subject: Attachments: Keith R. Powell Monday, November 23, 2015 11:19 AM Robbie Ferris (RFerris@sfla.biz) A312PaymentBond-2010 - Working Draft - 001.docx.docx (Attachment) A3l2 Payment Bond-2010 - Working Draft - 001.docx.docx Follow Up Flag: Flag Status: Follow up Flagged Sent: To: A312PaymentBond-201 0 - Working Draft - 001 .docx,docx (Attachment) EM KRP to Davis, Heinz, Ferris, Wawrzyniak, Peeples, Gardner, Wolfe (payment bond - draft) RE: Payment Bond request - Horry County Schools Projects From: Keith R. Powell To: Danielle Davis; aheinzhorrycountyschools. net PAPR - 001786 ]~ - . . D ocum ent CONTRACTOR: (Name, legal status and address) SURETY: (Name, legal status and principal place of business) FIRSTF LOOR. TE N,I _RG Y POSITIVE << )x< » TM J.0 # 1 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. 333 Fa-~ eiteviIIe St., Suite 225 Ral eigh, NC 27 601 EHD An !Additions and Deletions OWNER: ;;Report into that?notes added (Name, legal status and address) asiwell as revisions to the standard form _text .:is auailable..,fron the author and should be
> • e 335 Four Mile Rd , Coml'ay, SC 29528 .. 843.d88.6700 » This document has important legal consequences Consultation.. with an_. ;•. attorney is encouraged with respect to, its completion for modification, CONSTRUCTION CONTRACT Date: e » Amount: $ « >) Description: Any,, singular- .reference to Contractor, Surety; Owner or other party shall be considered plural where applicable. (Name and location) [3cx yCc3sm>-Schoe ]Cast;iet)> lone for eachl (( )) BOND Date: (Not earlier than Construction Contract Date) (Novemb er 19, 2015 ;>) Amount: $ Modifications to this Bond: None (< > CONTRACTOR AS PRINCIPAL (Corporate Seal) Company: Signature: Name and Title: u' »a a --- - -- -' -- ---'-- rciSee Section 18 SURETY Company: — Name and Title: (Corporate Seal) d• m< » (Any additional signatures appear on the last page of this Payment Bond.) (FOR INFORMATION ONLY— Name, address and telephone) a )>. OWNER'S REPRESENTATIVE: (Architect, Engineer or other party:) T:xecutive.Director of Facilities (< )) «--Horn Conll~ ': Schools AGENT or BROKER: -n—ft ELECTRONIC COPYING of any portion of this AIA5 Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. Kam? AIA Document A312 p1 - 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.0239586258_1 which expires on 07/14/2016, and is not for resale. User Notes: (1630695778) PAPR - 001787 mm 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 i Document, or any 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 Aft 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 - 001788 2 § 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 defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, § 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 .1 the amount claimed and the name of the party to whom the materials wer 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 have sent a Claim to the Surety (at the address described in Section 13). .2 § 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 shallnot 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 th'e 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 D.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 1240:33 on 11/06/2015 under Order NTo, 02395862D8_1 which expires on 07/14/2016, and is not for resale, User Notes: (1630695778) PAPR - 001789 § 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 oi = after th e 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 of 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 suretiesas 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 :ho on the page on which their signature appears. Actual receipt of notice or Claims, however aaccomplished, 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`legalrequirement 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 .2 .3 .4 .5 .6 .7 .8 the name of the Claimant; the name of the person for whom the labor was done, or materials or equipment furnished; a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; a brief description of the labor, materials or equipment furnished; the date on which the Claimant last performed labor or last furnished materials or equipment for use ' 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 the Claim; the total amount of previous payments received by the Claimant; and the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the 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 applicablemechanic's lien or similar statute against the real property upon which the Project is located. Th.e°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 lal or, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified including all Contract Documents and all changes made to the agreement and the Contract AIA Document A312' ° - 2010 Payment Bond. The American Institute of Architects. All rights reserved. WARNING: This AIA ! Document is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 12;40:33 on 11/06/2015 under Order No,0239566208_I which expires on 07/14/2016, and is not for resale. (1630695778) User Notes: PAPR - 001790 °! § 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: » ,s .used in 16 2 the.pbrasc to furnish labor, materials or equipment .for usein the performance .of the Construction Contract " includes the entire -scone of the term "i milim- ove" as defined in S.C: Code 26-6-10(2), which. term "means and includes aidesien or other professional or skilled services furnished by architects engineers; land surveyors, and landscape architects." cover (Space is provided below for additional signatures of added parties, other than those appearing on the page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address: «»s» «» Signature• Name and Title: << >x Address: << • v AMA Document A312" - 2010 Payment Bond. The American Institute of Architects. All rights reserved. WARNING: This AMA ' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AMA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This 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 - 001791 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. sfLa mx€nn crC Nancy Zabkid, CPA CGMA MBA Controller Capital Bank Plaza 333 Faycm"vil/vureet, Soueo5 Raleigh, NC 27601 Main: 919-573-6350 Cell: 919-318 2879 Fax: 919-573-8355 nzabmad@sfla. bin ~~ .bix From: Robbie Ferris Sent: Tuesday November 17, 2015 9:56 AM To: Nancy Zablud; Mike Wawrzyniak; Kenneth]. Aaron Thomas; Mike Richter Subject: Fwd: Hcs Guys , See attached exhibi 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 " ][m; "Robbie Ferris "Ara Heinz , John Gardner Mark Wolfe " 1 PAPR - 001792 an@childs halli g n.inet> Cc: "William F. Halligan" < bhallig cs S ubject: - 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.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 < RFerris@sfla.biz > wrote: Keith Can you send the latest version of the contract for review Robbie Sent from my iPhone 2 PAPR - 001793 Fromm: Sent: To: Cc: Subject: Clark, Brad Tuesday, November 24,2OIS S:]S PM Robbie Ferris Keith R. Powell RE: H[S Exhibit B Builder's Risk Coverage Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Robbie, 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 919.282.4545 Direct 678.612.7403 Cell b/adz ark bbandt.00m mei oode: 120-80-0I-15 From: Robbie Ferris [mailto:RFerris@sfia.biz] Sent: November 24, 2015 4:49 PM To: Clark, Brad Cc: Keith R. Powell Subject: Re: HCS I Exhibit B Builder's Risk Coverage Brad Would it make sense for you to meet with Hcs staff About insurance next week Say wednsday Sent from my iPhone wrote: On Nov 24, 2015, at 2:03 PM, Clark, Brad 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. 1 PAPR - 001794 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 3rd 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 p.rovided 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 [ maiIto:kpowell(a©childs-halligan.net ] Sent: November 18, 2015 2:20 PM To: Clark, Brad; Robbie Ferris ( RFerris@sfla.biz ) Subject: RE: HCS [ 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 rJ PAPR - 001795 (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(c~ 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, C1C 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 12:56 PM To: Clark, Brad; Robbie Ferris ( RFerris(a~ 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(Thorrycountyschools.net ] Sent : Wednesday, November 18, 2015 12:40 PM PAPR - 001796 To: Keith R. Powell Suject: RE: HCS Exh i bit B Mr. Pow e ll, 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 *einz Procvremv,xservicr` 'P: 943/438-6930 Harry County Schools 1335 Four Mile Rd. I Conway,SC 29526 From: Keith R. Powe l l Sent: Tuesday, November 17, 2015 6:39 PM To: Ara Heinz Subject: Fwd: HCS Exhibit B Ara -com' you get your ~ f n»Rontoox~ T k on\~ you sent tvvn insurance agent for ffep needs to see it all. Thanks. i u the xouozocT but the Keith R. Powell C hilds & Halligan , P.A. Columbia, South Carolina (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential , nmu,dimo}uguble privilege. If you have received this e-mail in erro this does not and protected by ' material. If you receive constitute perm i ssion to examine , copy or distribute the accomp this message in error, please notify us by telephone as listed above immediately. Begin forwarded message: From: "Clark Brad" Date: November 17, 2015 u15:30:59pM EST To; "Keith R. Powell' , Robbie Ferri 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 provides very limited coverage for the exposure. ~ PAPR - 001797 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. Columbia, South Carolina www.childs-hal ligan.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!! 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 - 001798 ® ® 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 lco 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: PAPR - 001799 Guys, See attached exhibit B in the email from Keith Powell. Robbie Sent from my iPhone Begin forwarded message: From: "Keith R. Powell" < kpowell@childshalli an.net > Date: November 17, 2015 at 9:47:32 AM EST To: "Robbie Ferris ( RFerris@sfla.biz )" , "Ara Heinz ( AHeinz@horrycountyschools.net )" , John Gardner < JGardner(a~horrycountyschools.net >, Kenneth Gener'ette < KGenerette ~hori~countyschools.net >, " nnaxe hoer ~ c yschools.net " Cc: "William F. Halligan" < bhalligangehildshalligan.net > Subject® RE: Hcs Robbie & I-ICS 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-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 wrote: Keith Can you send the latest version of the contract for review PAPR - 001800 Sent from my iPhone The In! rinadon in this franv111i,Ssion may contain j o]rl7et.`c/r} and non-public inforincttion of'BB&rT or ifs affiliates and nmr y be subject to p1rotectiori under the lmx'. The 144essot e Ls intenderlfbr the sole use oft individual or entity to vrhich it is rrrlch'es'S'e[l, 1/ von are not the intended recipient von are nod/led that any use, distrilmlion (Jr Ilu o f the nK'.; vm T is n tly pi ohihited 7/i on received this message 114 e1'ror, delete the inoiesia-1/low your ,5etc'.112 without reading the Content and noit/ time sender lninmedicitely of the 1fadi'erlint ti'Clr4.Sr91ission. j)/ease at 8 PAPR - 001801