~,81~~0~ ~~ ~ ~ rM Document A141 - 2014 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015). (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other' information) ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also Carolina. 335 Four Mile Rd ~ PO Box 260005 Conway, SC 29528 District Office Phone 843.488.6700 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 and the Design-Builder: (Name, legal status, address and other• information) margin of this document indicates where the author has added Horry County Schools, South Carolina, a political subdivision of the State of South FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 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 for the following Project: ame, location and detailed descripkon~ to its completion or modification. New St James Intermediate School (per Owner's Request for Proposals No. 1415-91) consultation with an attorney is also encouraged with respect to Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. professional licensing requirements in the jurisdiction where the Project is located. The Owner and Design-Builder agree as follows. Init. ~ AIA Document A141T"' — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is proEected by U.S. CopyrighE Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in severo civil and criminal penalties, and will be prosecuted to the maxfrnum extent possible underthe law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002908 ~ TABLE OF ARTICLES 1 GENER/~L PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT 5 WQRK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 17 UNCOVERING AND CORRECTION OF WORK 12 COPYRfGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE, OF THE AGREEMENT TABLE OF EXHIBITS A DESIGN•BUILD AMENDMENT B INSURANCE AND BONDS ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria This Agreement is based on the Owner's Criteria set forth in this Section 1.1. (Note the disposition for the follotiving items by inserting the requested informah'on or• a statement such as "not applicable" or "unknown at time of execz~tion. "If the Owner intends to provide a set of design documexts, axd the regarested informah'on is contained in the design doca~ments, ident~ the design documents and insert "see Owner's design documents" where appropriate.) § 1.1.1 The Owner's program for the Project: (Set fo~~h the program, identify documentation in tivhich the program is setforth, or state the manner in which the program ~t~ill be developed) Per "Design Requirements" published for Solicitation No. 1415-91 and .Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015. Init. ~ AIA Document A141T" — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' ' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distrihution of this AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and v.~ill he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:1123 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002909 2 § 1.1.2 The Owner's design requirements for the Project and related documentation: (Ident~ below, or in an attached exhibit, the documentation that contains the O~+~ner's design requirements, inclzrding any performance specifications for the Project.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-4 selected by the Horry County Board of Education on November 2, 2015. 1. § 1.1.3 The Project's physical characteristics: (Identify a• describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical repot•ts; site, boundary m7d topographic sarrveys; traffic and utility stz~dies; availability ofpublic and private utilities and services; legal description of the site; etc.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.4 "The Owner's anticipated Sustainable Objective for the Project, if any: (Identify the Ownet~'s Sustainable Objective for the Piroject such as Sustainability Cerh;fication, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency. If the Owner identifies a Sustainable Objective, incorporate AIA DocumentA141 T"L-2014, Exhibit C, Sustainable Projects, into ihis.4gf Bement to define the terms, conditions and Work related to the Owner's Sustainable Objective.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 Number not used. § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Provide total for- Owner's budget, and if known, a line item breakdown of costs.) Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: (Paragr aphs deleted) Per "Design Requirements" published for Solicitation No. 1415-91 § 1.1.8 The Owner requires tiie Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: .1 Architect SFL+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. .2 Consultants Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. .3 Contractors Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identify special characteristics or• needs of the Project Tot identifted elsewhere, such as historic p~•eservation r•egzcir-ements.) Init. ~ AIA Document A141'" — 2014. Copyright 02004 and 2014 by The American Institute of Architects. All rights reserved. WARNItdG: This AIA~ Document is protected by U.S. Copyriyht Law and Intemafional Treaties. Unauthorized reproduction or distribution of this AIA~` document, or any portion of it, tnay result in severe civil and criminal penalties, and vain be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes; PAPR - 002910 3 Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3) including all post-occupancy requirements published in the solicitation as amended by addenda. § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 1.1.12 Tfthe Owner and Design-Builder intend to transmit Instruments of Service or any other informarion or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed, the parties will use AIA Document E203T"'-2013 to establish the protocols for the development, use, transmission, and exchange of digital data. and building information modeling. § 1.2 Project Team § 1.2.1 'The Owner identifies the following representative in accordance with Section 7.1.1: Executive Director of Facilities (or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Highway 50 Conway, SC 29526 8'43.488.6965 § 1.2.2 The persons or entities, in addition to the Owner's representative, who are required to review the Design-Builder's Submittals are as follows: (List name, address and other information.) Owner may utilize thud party project management which will also receive submittals. § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of ivorly and, if known, identify by name and address.) To be determined by Owner. If retained, such consultants will be identified promptly.. § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other information.) Robbie Ferris, S.C. AR.6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party. § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following: [ X ]Litigation in a court of competent (Paragraphs deleted) jurisdiction, nonjury before a circuit judge in Horry County, SC. Itlit. ~ AIA Document A141T'" — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U,5. Co~~yrighf Law anti International Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, may result Ire severe civil and criminal penalties, and will be prosecuted to fhe max(mum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2D15 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002911 4 § 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Ageement. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. § X.4.3 The Work. The term "Work" means the design, construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project. § 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construction by the Owner and by separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements, Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those porrions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. § 1.4.7 Owner. The Owner is the entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various (asks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these agents and employees) has no obligation or duty to apply specialty or professional lrnowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees.,, § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Design-Builder" means the Design-Builder.or the Design-Builder's authorized representative. § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion ofttie Work, and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. In(t. ~ AIA Document A741'*' — 2014. Copyright 02004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is profec4ed by U.S. Copyright Law and International Treaties. Unauthor'¢ed reproduction or distribution of this AIA" Document, or any 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 11:11:23 on 11/23/2015 under Order No.0239566206_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002912 § 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and- is lawfully licensed to pracrice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Buitder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To ExecuEion of Design-Build Amendment § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Inner t amount of, or basisfor, compensation, including compensation for any Sustainabilify Services, or indicate the exhibit in which the information is p~°ovided If there will be a limit on the total amortnt of compensation for Wwk perforn7ed prior to the execzttion of the Design-Bacild Amendment, state the amount of the limit.) The Design-Builder may invoice the owner for $1,157,182.00. for its design work performed prior to the execution ofthe Design-Build Amendment. This amount is within and part ofthe price agreed in the Design-Build Amendment. (Paragraphs deleted) § 2.1 number not used] (Paragraphs deleted) (Table deleted) § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. (Paragraphs deleted) The Owner will not pay interest on unpaid sums. This is a specif►c waiver of requirements of S.C. Code Ann. §§ 29-6-30 and 29-6-50. (Paragraph deleted) § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT § 3.1 General § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. Buitlding Permit and Other Permits and Fees: No general building permit is required in accordance with § 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional (nit. ~ AIA Document A141TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects, All rights reserved. WARNING: This AIA"' ❑orument is protected by U.S. Copyright La~v and International Treaties. Unauthorized reproduction or distrihution of this AIA'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 [he taw. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002913 6 cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority} beyond five (5) days that a jurisdictional authoriTy takes to respond to a permit application or similar permit request that is on the project's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-guild Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assumeresponsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither• the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner•, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's school facilities. § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. As stated in the Design Requirements, the Design-Builder shall submit written progress reports, photographs of Work in progress, and other data to the Owner electronically, or through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: Work completed for the period; .1 .2 Project schedule status; .3 Submittal schedule and status report, including a summary of outstanding Submittals; .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; Init. ~ AIA Document A141TM — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~' Document is protected by U.S. Copyright Law and InternaEional Treaties. Unauthorized reproduction or disti•ilxition of this AIAa Document, or any portion of it, may result in severe civil and criminal penalfiQs, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA. software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. User Notes: (1632261730) PAPR - 002914 7 .6 .7 .8 .9 .10 Pending Change Order and Change Directive status reports; Tests and inspection reports; Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; .11 Current Project cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management softwaxe data requirements. § 3.1.8.2 In (Paragraphs deleted) addition to the requirements of § 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner's information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the.Owner. § 3.1.10 Certifications. Design-Builder shall include in each ,Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belied the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require lrnowledge, services or responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepaze a Submittal schedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.X.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents. § 3.1.11.3 The Design-Builder shall perform no pottion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents. The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Ownar in Init. ~ AIA Document A147'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distrihution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11!23/2015 under Order No.0239586208_i which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002915 writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment.• § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 T'he Design-Builder shall pay all royalties and license fees. § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder. § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly.or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. Ini~, ~ AIA Document A141 TM' — 2 14. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA''' Document is proLacfed 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 rnaxlmum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is notfor resale. User Notes: (1632261730) PAPR - 002916 When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 3d days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the ageement. § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. [Numbers §4.2 & §4.3 intentionally not used] (Pmag~~aphs deleted) § 4.4 Design-Builder's Construction Proposal § 4.4.1 The Design-Builder's Construction Proposal shall include the following: .1 A list of the documents and other information, including the Design-Builder's original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completion ; .4 An enumeration of any qualifications and exclusions, if applicable; .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and beconne familiar with local conditions under which the V✓ork is to be completed. § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 T'he Design-Builder shall provide the Construction Documents to the Owner for the Owner's information. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Cons4ruction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents. § 5.1.2.11'he Design-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the permitting and approval process for this work. Init. AIA Document A141T"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAq' Document is proteoted by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA° Document, or any portion of it, inay result in severe cfvfl and criminal penalties, and will be prosecuted to t{ie maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.o239586208 1 which e~ires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002917 ~0 § 5:2 Construction § 5.2.1 Comnnencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder's best skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, elechical, mechanical, and all systems, such as fire and security systems, incorporated into the work. 'The Contractor shall famish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor's Quality Control Program: The Contractor shall institute and maintain throughout the contract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at ail times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation, the following: A. Title VII of the Civil Rights Act of 1964, as may be amended. B. Age Discrimination in Employment Act of 1964, as may be amended. C, Title I of the Americans Disabilities Act of 1990, as may be amended. D. Equal Pay Act of 1963, as may be amended. E. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as maybe amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than $10,000. ~~~~ ~ AIA Document A141"" — 2014. Copyrights 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAm Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dis4rihution of this A(A~' Document, or any portion of it, may result in sevore civil and criminal penalties, and will be prosecuted to the maximum extent possible undor the law. This document was produced by AIA software at 11:11:23 on 11J23/2015 under Order No.0239586208_1 which e~ires on 07N4/2016, and is not for resale. (1632261730) User Notes: PAPR - 002918 ~~ Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project .Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager, to the project and identified in E~chibit A. The Project Manager shall secure the materials of proper quality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted. work, and Contractor provided labor to ensure the continual progress of the work to meet the suUstantial completion date. The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without approval of the Distxict. Project Key Staff.-- Worlcsite Superintendent(s): The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) V✓orksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent or the duties or status of same during the course of the project without approval of the District. The Worksite Superintendents) shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: The Project Manager and Worksite Superintendents) are representatives of the Design Builder and communications given to them, either orally or in writing, shall be as binding as if given to the Principal of the Design Builder. § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. § 5.3.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions only in accordance with Article 6. § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and_ other persons carrying out the Work. "Ihe besign-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. § 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface ox otherwise concealed physical conditions that differ materially from those indicated in the Init. ~ AIA Document A147TM' — 2014. CopyrightO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' ❑ocument is protected by U.S. Copyright Law and International Treaties. Unautliorized reproduction or distribution of this AIAQ Document, or any portion of it, may result in severo civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not fa resale. (1632261730) User Notes: PAPR - 002919 12 Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14. § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Conh•act Sum and Contract Time arising from the existence of such remains or features maybe made as provided in Article 14. § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection. § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly .3 by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section 5.6.2.2. § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall famish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a Init. ~ AIA Document A141T'" — 2074. Copyrightm 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Documen4 is protected by U.S. Copyright Law anci International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any poRion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11!23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002920 .~ 3 special design) proposed for each principal portion~of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Railure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entiTy proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. § 5.8 Documents and Submittals at the Site In addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy o£the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate freld changes and selections made during construction, and one copy of approved Submittals. '11ieDesign-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shall not cut, patch a otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Build's consent to cutting or otherwise altering the Work. § 5.11 Cleaning Up § 5.11.1 T'he Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project. § 5.1X.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Ovmer shall notify the Design-Builder promptly after execution of any separate contract If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14. § 5.13.12 When separate contracts are awarded for different portions ofthe Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individual or entity that executes each separate ageement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. 'The Init. Institute of Architects. All rights reserved. WARNING: This AIA`'' Document is AAA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American protected by U.S. CopyrighE Law and InternaEional Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civl~ and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2013 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002921 14 Design-Bui]der shalt make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder, separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects iri the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable. § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities or defective construction. § 5.14.4 T'he Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction ar to property of the Owner or separate contractors as provided in Section 10.2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in Section 5.10. § 5.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 6 CHANGES IN TAE WORK § 6.1 General § 6.1.1 Changes in the Work maybe accomplished after execution of the Contxact, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Articte 6 and elsewhere in the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. § 6.X.3 Changes in the. Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation; and .3 The extent of the adjustment, if any, in the Contract Time. ~n~ AIA Document A141'*' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" ❑ocumeni is protected by U.S. Gopyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and cNminal penalties, and will be prosecuted to the maximum extent possihle underthe law, This document was produced by AIA software at 17:11:23 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002922 .~ 5 § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or. other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order, § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjustment in the Design-Builder's compensation,.the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .Z Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 6.3.7. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Bui]der, the applicable unit prices shall be equitably adjusted. § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Surn or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder's compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount In such case, and also under Section 6.33,3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 63.7 shall be limited to the following: .Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify with appropriate supporting data. direct costs attributable to the change. Direct costs attributable to the change in work shall be limited to the following; A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping, handling, fabricating, sales tax (8%required in Horry County and 9%within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can. be accomplished with the existing work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any additional contract time or laborers shall ~~~~ AIA Document A147T"' — 2014. 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. U~authorizeA reproduction or distribution of this AfA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:11:23 on 11!2312015 under Ober No.0239586208 1 which e~ires on 07!74/2016, and is not for resale. User Notes: (1632261730) PAPR - 002923 .~ 6 be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. C. Costs of fringe benefits for additional direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by the Contractor or any subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shall not pay for use of Conixactor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. E. Costs of permits or inspection fees directly attributable to the change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the Contract Agreement. ' ~. Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. The Contractor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not (imitation: A. Labor hours and fringe benefit costs of the worksite superintendents) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of equipment generally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, signage, fencing, vehicles, fuel, and so forth. D. Transportarion or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and $om the worksite or between worksites or to pick-up and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including parking, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. E. Costs attributable to expediting delivery of materials, equipment or processes including telephone calls, facsimile transmissions. copying, employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office, home office or corporate office as well as office staffing. equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. J. Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the change in contract Init. ~ AIA Document A141TM' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Cnpyric~ht 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 passible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.023958fi208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002924 17 pricing shall not exceed the following: A. For work performed by the Contractor's owri forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. Retainage: T'he District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by any approved Change Order, to be withheld from the Contractor's payments throughout the term of the Agreement and payable at the time of final payment after a) full completion of all work to be performed and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and on~half percent (3.5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt payment of retainage to all subcontractors at final complerion of their acceptable work regardless of timing during the contract is mandatory. T'he Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. § 6.3.8 T'he amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right of Design-Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.X0 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of ~e Design-Build Amendment, the adjustment in the Design-Builder's compensation and Contract Time, or otherwise reach ageement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. T'he Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with reasonable promptness. In(t. ~ AIA Document A147T'" — 2D14. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thts AIA~' Document is protecFed by U.S. Copyri~hf 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 prosecufed to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1632261730) User Notes: PAPR - 002925 ~8 § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner's control. § 7.2.3 T'he Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoning, and other permits, licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be famished at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the wntrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall the Design-Builder be relieved of iYs responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design-Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Proposal.. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineers) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining that the Submittals are in conformance with the Design-Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner's action will be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under .Sections 3.1.11, 3.1.12, and 5.2.3. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component. Init. ~ AIA Document A141T" — 2074. Copyright 8 2004 and 2014 by The American Institute of Architects. All rtghts reserved. WARNING: This AIA"' Document is protected by U.S. CoNyriyht Law acrd International Treaties. Unauthorized reprod!iction or distribution of this AIA°' Document, or any portion of it, may result In severe ci~~ll and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11!23/2015 under Order No.0239586208_1 which e~iras on 07/1412016, and is not for resale. (163226173D) User Notes: PAPR - 002926 ,19 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design-Builder's rights and responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-guilder's failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 T'he Owner. has the authority to reject Work that does not conform to the Design-Build Documents. T'he Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design-Builder fails to correct V✓ork which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5.13.1.3. § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such. amounts, .the Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project (or defined component thereof the ten-day period referenced herein is reduced to five (5) days during the 60 days prior to substantial completion as shown on the last schedule properly submitted under § 3.1.9. ARTICLE 8 TIlVI~ § S.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. § 8.L2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract, § $.1.3 'Ihe Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF TI-IE WORK. Init. ~ AIA Document A741 TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. Ali rights reserved. WARNING: This AIA`~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIACO Document, or any portion of it, may result in severe cfvii and criminal penaftiss, and will he prosecuted to the maximum extent pnsslbte underthe law. This document was produced by AIA soflwara at 11:1123 on 11123/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (1632261730) UserNotes: PAPR - 002927 20 The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant damage, hardship, and loss if the Work is not substantially completed within the Contract Time, Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruprion of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to cominglin~g of project workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during the academic term when students and full staffare present; harm to the Owner's reputation and established goodwill among the community, parents, stud~ts, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Owner. § 8.2 Delays and Extensions of Time § 8.2.1 If the Design-Buildex is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or delay in purchase of any project property or owner provided surveying and testing of such property); or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. (Paragraph deleted) § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather wnditions. . Such time extension request shall be in writing and submitted to the District with its Application for Payment. The approved extension of time shall be incorporated in the next Change O~•der. § 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time. If adverse weather days beyond the two (2) days anticipated are substantiated by written (NOAH) data indicating precipitation greater than .10" occurred that day an eactension of time will be allowed to the extent of one (1) full day of extended time for each full working day of adverse weather conditions . . If the precipitation over .10" is so great that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. ARTICLE 9 PAYIVIEN'I' APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment. § 9.2 Schedule of Values. Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. Init, ~ AIA Document A141T"' — 2074. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAm 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 possiUle under the law. This documantwas produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is notfor resale. User Notes: (1632261730) PAPR - 002928 2,~ § 9.3 Applications for Payment § 9.3.1 At Least TWENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Ovv~ier, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or offthe site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored ofFthe site. § 9.3.3 T'he Design-Builda~ warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's Imowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment SEE § A.1.5.1.3 FOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.1.3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold CertiScation § 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will, promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible because of .1 defective Work, including design and construction, not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; .3 failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; Init. ~ aA Document A141 n" — 2014. Copyrightm 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This ALA'' Document is profected by U.S. Co~~yriytit Law and Intematfonal Treaties. Unauthorized reproduction or distribution of this AIA`0 Document, or any portion of it, may result In severe civil and criminal penalties, and wiU he prosecuted to fhe maximum extent possible underthe law. This document was produced by AIA software at 11:1123 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (1632261730) User Notes: PAPR - 002929 22 .6 .7 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner~shall make payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Conhactor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained firom payments to the Design-Buiider on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entiTy providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or . work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner wi31, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design-Builder. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid 'The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor. § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. (Paragraph deleted) § 9.7 Failure of Payment Tf the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days' written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be e~ctended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and startup, plus interest as provided for in the Design-Build Documents. § 9.8 Substantiat.Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is su~'iciently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Ini~ ~ AAA Document A741T" — 2074. Copyright ~ 2004 and 2014 by The American Instltute of Architects. Ali rights reserved. WARNING; This AIA"' Document is protected by U.S. Copyriyht 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 underthe law. This document was produced by AIA software at 11:11:23 on 11/23/2D15 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (1632261730) User Notes: PAPR - 002930 23 Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall submit to the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment Failure to include an item on such list does not alter the responsibility of the Design-guilder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another review of the Work by the Owner. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will obtain for the Owner an occupancy permit issued by the South Carolina Oi~ice of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance, and consent of surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreerrtent with the Design-Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have•accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as Qrovided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Buildex shall jointly review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents. § 9.10 final Completion and final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. Init ~ AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civic and criminal penalties, and will be prosecuted to the maximum extent possible ender the law. This document was produced by AIA software at 11:11:23 on 71/23/2015 under Order No.D239586208_1 which e~ires on 07!14!2016, and is not for resale. (1632261730) User Notes: PAPR - 002931 24 When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Owner or the Owner's property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment, (5) as-constructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens; claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against'such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner al( money that the Owner maybe compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. § 9.1Q.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 'The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Design-Build Documents; .3 terms of special warranties required by the Design-Build Documents; .4 post-occupancy services to be provided by or through the Design-Builder. § 4.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or offthe site, under~care, custody or control of the Design-Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design-Builder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction. ~~~~ ~ AIA Document A141T'" — 2014. Copyright m 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 cfv(1 and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002932 25 t `: § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage.and loss (other than damage or loss insured under property insurance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.13; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14, § 10.2.6 The Desi~r►-Builder shall designate a responsible member of the Design-Builder's organization, at the site, whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regarding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PGB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in tt►e event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder wip promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no seasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Contract Time shall be extended appropriately and the Contract Suzn shall be increased in the amount of the Design-Builder's reasonable additional costs of shut-down, delay and start-up. Init. ~ American Institute of Architects. All Hghts reserved. WARNING: This AIPi" Document is AAA Document A141 T" — 2014. Copyright O 2004 and 2014 by The protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AlA~ Document, or any portion of it, may result in severe civil and criml~al penalties, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 11;11:23 on 11/23/2 15 under Order No.0239586206_1 which e~ires on 07!14(2016, and is not for resale. (1632261730) User Notes: PAPR - 002933 26 § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design-Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, siclmess, disease or death, or to injury to, or destruction of, tangible properly (other than the Work itselfl, except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner's Criteria. The Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-Builder's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) where the Design-Builder fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence, § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder's discretion, to prevent threatened damage, injury or loss. ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work T'he Owner may request to examine a portion of the Work that the Design-Builder has covered to determine if the Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust the Contract Time and Contract Sum, as appropriate. If such Work is not in accordance with the Design-Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder's expense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the reyuuements of the Design-Build Documents, the Design-Builder shall correct it promptly aRer receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. Auring this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim Init. ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by Tha 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 crim)nal penalties and will be prosequted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:11:23 on 11/23!2015 under Order No.0239586208_1 which e~ires on 07/14/2D16, and is not for resale. (1632261730) User Notes: PAPR - 002934 27 for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 This year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 This period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by.the Design-Builder's correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written agreement specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic form, are Instruments of Service. 'Ihe Design-Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instrum~ts of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service for purposes of constructing, using, maintaining, altering and adding to the Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the Project. 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Any • architect receiving the original plans from the Owner must first aclrnowledge and accept full responsibility Init. ~ AIA Document A141*"~ — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyriyht Law and International Treaties. UnaufhorizeA reproduction or distribution of this AIAa Document, or any portion of it, may result in severe civic and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/201fi, and is not for resale. (1632261730) User Notes: PAPR - 002935 28 for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architects) for other Projects, then the original Architect, if not retained for the other project(s), shall be relieved of any Liabilities arising out of the other Projects) and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3.1 The Design-Builder sha11 obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. T'he Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive license for purposes of constructing, using, maintaining, altering and adding to the Project, subject to South Carolina regulations and policies concerning successor design professionals... § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The terms o£this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1.If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Ageement, such failure shalt be considered substantial nonperformance and cause for termination or, at the Design-Builder's option, cause for suspension of performance of services under this Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days' written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the susp~sion of the Work. Before resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project, the Resign-Builder shall be compensated for the Work performed prior to notice of such suspension. When the Project is resumed, the Design-Builder shall be compensated for expenses incurred in the interruption and resumption of the Design-Builder's Work. 'I9ie Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder, the Design-Builder may. terminate this Agreement by giving not less than seven days' written notice. § 13.1.4 Either party may terminate this Agreement upon not [ess than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Design-Builder for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated far Work performed prior to termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13.2.1.1 "The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or Init. ~ AAA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Instltute of Architects, All righEs reserved. WARNING: This ALA`°' document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or disfrihution of this AIAA Document, or any portion of it, may result in severe civil and criminal penalties, and wlil be prosecuted to the maximum exEent possible underthe law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is notfor resale. (1632261730) User Notes: PAPR - 002936 29 employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons: Issuance of an order of a court or other public authority having jurisdiction that requires all Work to .X be stopped; .2 An act of government, such as a declaration ofnational emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. § 13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault of the Design-Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.23 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit on that executed Work, and costs incurred by reason of such termination. § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Aocuments with respect to matters important to the progress of the Work, the Design-Builder may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.1.3. 13.2.2 Termination by the Owner I~'or Cause 13.2.2.1 The Owner may terminate the Contract if the Design-Builder .1 fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, Contractors, or workers or proper materials; .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in accordance with their respective agreements with the Design-Bui]der; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or Lawful orders of a public authority; or .5 is otherwise guilty of substantial breach of a provision of the Design-Build Documents. . § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, terminate employment o£the Design-Builder and may, subject to any prior rights of the surety: .1 Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Design-Buildec~~, .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and Init ~ AIA Document A141T"' — 2014. Copyright m 2D04 and 2014 by The American Institute of Architects. Atl rights reserved. WARNING: This AIA'° Document is proEecFed by U.S. Copyright Law and Intemafional Treaties. Unauthorized reproduction or distribution of this AIAS9 Dooumenf, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23!2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002937 30 damages exceed the unpaid balance, the Design-Builder shall pay the dii~erence to the Owner. The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. § 13.2.3 Suspension by the Owner for Convenience § 132.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an.equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design-Builder shall .1 cease operations as directed by the Owner in the notice; .Z take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive ~ payment for Work executed, and costs incurred by reason of such termination. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence atl claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 13, within the time period specified by law. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner or Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated by prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and the Initial Decision requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents. ~~~~' ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIPIG: This P.IA° Document is protected by U.S. Copyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severo civil and criminal penalties, and will be prosecuted fa the maximum extent possihte under the law. This documentwas produced by AIA software at 11:1123 on 17/23!2015 under Ordar No.0239586208_1 which e~ires on 07/14/2016, and is notfor resale. User Notes: (1632261730) PAPR - 002938 31 § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 14.1.6 Claims for Additional 1~me § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, written notice as provided herein shall.be given. The Design-Builder's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. (Paragraph deleted) § 14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and . .2 damages incurred by the Design-Buiider for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work and otherwise available under this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B3.2.9 and B.3.2.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually ageed in writing, the Owner shall render the initial decision on Clauns. § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Build's response: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compronnise. § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special lmowledge or expertise who may assist the Owner in rendering a decision. T'he retention of such persons shat] beat the Owner's expense. § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional supporting data,.the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties Init. ~ AIA Document A141TM — 2014. Copyright ~ 2D04 and 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AiA" ~ocumenf is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`~ Document, or any portion of it, may result in severe c(vfl and criminal penalties, and w111 be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11123/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1632261730) User Notes: PAPR - 002939 32 but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 14.2.6.1. § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to apossibility of aDesign-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. (Paragraph deleted) § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 6d days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually ageed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. (Paragraphs deleted) ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-Build Documents. Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 T'he Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Design-Build Documents. T'he Design-Builder shall execute all consents reasonably required to facilitate such assignment. § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design-Builder, Architect, Consultants, and Contxactors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. Init. AAA Document A141 TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 11:17:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07!14!2016, and is not for resale. (1632261730) User Notes: PAPR - 002940 33 § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaging :functionality of BIM and/or project management software used by the parties for the project. § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations oc lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. T'he Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. § X5.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner maybe present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.52 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work. § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required bylaw or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental Init. ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protected by U.S. Co~~yriyht Lnw 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 11:11:23 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002941 34 entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have welt-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. Conduct of the Design-Boulder's Principals, Employees, Agents and Representatives The safety and security of District staff, students and the general public are of utmost priority to the District. To that end, the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees, agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the following: A. No drags, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane language in the presence of students, pazents, visitors, or District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District property and contractually require the same of all Design Consultants, their employees; agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal background checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the Districts legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the design of the Project among the Design B u i l d e r' s promotional and professional materials. The D e s i g n B u i 1 d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i 1 d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement. Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. 'The drug-free programs Init. ~ AIA Document A141TM — 2014. Copyright 02004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AfA`" Document is protecfed by U.S. Copyright Law and International Treaties. Unauthorizecl reproduction or distrihution of this AIA`~ Document, or any portion of it, may result in severe c(vil and criminal penalties, and will be prosecuted to the maximum extent possible underthe Iaw. This document was produced by AIA software at 11:11:23 on 11!23/2015 under Order No.0239586208_1 which e~¢ires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002942 35 shall conform to Title 44, Chapter 107, § 44-107-10 through § 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any Design Consultants performing services under the Architect's direction. The Office of General Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architect's records related to any Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct. its operations in a manner to not interrupt pedestrian or vehicle traffic excepE as approved by the District and the South Carolina Department of Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewallcs, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Highway Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, a highways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. T'he competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and egress to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term ofthe contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: 'The Iran Divestment Act List is a list published by the [State] Board pursuant to Section 11- 57-3.10 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following iJRT.: http://procurement.sc.Gov/PS/PS-irandivestment,phtm(.1 Consistent with Section 11-57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter into a subcontract, that person is~ on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Lrunigration and Reform Act" requires all employer's to verify the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify program and verify the status of new employees within three business days, using E-Vexify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. SC IMMIGRATION LAW. S.C. Code § 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will comply with the requirements of S.C. Code § 8-14-10 etseg. and agrees to provide to the Owner any Init. ~ AIA Document A141 TM' — 2014. Copyright ~ 2004 end 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distriuufion of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted fo fhe maximum extent posslbfe under the law. This documentwas produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is notfor resale. (1632261730) User Notes: PAPR - 002943 36 documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30)'days of execution of the agreement makes this Agreement voidable at the option of the Owner. ARTICLE 16 SCOPE OF TAE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T"'2014, Standard Form of Agreement Between Owner and Design-Builder .2 AIA Document A141TM2014, Exhibit A, Design-Build Amendment, if executed .3 AIA Document A141TM-2014, Bxhibit B, Insurance and Bonds .4 Owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. (Paragraphs deleted) .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. This Agreement entered into as of the day and year first written above. Init. ~ OWNER (Signature) DESIGN-BUII.DER (Signature) Joe Defeo, Chair of the Board of Educaxion (Printed name and title) Rohert Ferris, Authorized Member (Printed name and title) AIA Document A141T"' — Z014. Copyright D 2004 and 2014 by The American Insfitute of Architects. All rights reserved. WARNING: This AIA"' Document is proEected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and wilt be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:1123 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002944 37 Additions and Deletions Report for AIAo Document A 141r"" — 2014 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 11:11:23 on 11/23(2015. PAGE1 AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015). Horry County Schools South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd ~ PO Box 260005 Conwav, SC 29528 District Office Phone 843.488.6700 FIRSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St.; Suite 225 Ralei~t►, NC 27b01 New St. James Intermediate School (ner Owner's Request for Proposals No. 1415-91) Note• references to Owner's Request for Proposals No. 1415-91 include its addenda. PAGE 2 Per "Design Requirements" published for Solicitation No. 1415-91and . Desi~,n-Builder's Proposal to Owner pursuant to Solicitation No 1415-91 selected by the Horny County Board of Education on November 2, 2015. PAGE 3 Per "Design Requirements" published for Solicitation No 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horry Count~Board of Education on November 2, 2015. 1. Per "Desien Requirements" published for Solicitation No 1415-91 and Desiez►-Builder's Proposal to Owner pursuant to Solicitation No 1415-91 selected by the Horry County Board of Education on November 2, 2015.. Additions and Deletions Report for AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002945 ~ Per "Desigri Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 0 0~~ ~ e Number not used. Per "DesiQr► Requirements" published for Solicitation No. 1415-91 as amended throueh the Board of Education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: :~ ~esi-g,=,=P:~nse~x~s~s~~e-d.a~es: .. e res~:esRs~e Per "Design Requirements" published for Solicitation No. 1415-91 SFL+A Architects P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. Per Desi~c►-Builder's Proposal to Ownerpursuant to Solicitation No.1415-91. PAGE 4 Additions and Deletions Report for AIA Document A147 TM — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protecEed by U.S. Copyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on D7/14/2016, and is not fa resale. (1632261730) User Notes: PAPR - 002946 Z Per "Desien Requirements" published for Solicitation No. 1415-91 (Summary of Services Required Article 31 including all Host-occunancv re4uirements published in the solicitation as amended by addenda Executive Director of Facilities (or a designee identified in writing by the owner. Horry Countv Schools Facilities Department,1160 E Hi~hwav 50 Conway, SC 29526 843.488.6965 Owner may utilize third aartv project management which will also receive submittals. To be determined by Owner. If retained, such consultants will be identified promptly.. Robbie Ferris. S.C. AR.6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 ~—~ Litigation in a court of competent ~er~ jurisdiction, nonjury before a circuit fudge in Horry County, SC. PAGE 5 § 1.4.7 Owner. The Owner is the $e~serl-e~entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representaxive. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such emnlovees may, from time to time, perform vazious tasks or duties.for or on behalf of the Owner under this Agreement. However, it is snecifically understood that the Owner (including these agents and employees) has no obligation or duty to agnly specialty or professional lmowled~e and skill, and shall not beheld to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a desien professional or specially skilled and knowledgeable construction industry member or construction mana¢er, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees. PAGE 6 Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNItdG_ This AIA~' Document is protected by U.S. CopyrighE 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 underthe law. This document was produced 6y AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and Is not for resale. User Notes: (1632261730) PAPR - 002947 3 The Design-Builder may invoice the owner for $1,157,182.00. for its design work performedprior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. S 2.1 number not usedl date ~,...,...,......,. .,a ~,..,...,.,..,._..,".. ~,~,....,... .~ T.- ..s.. s: ..,7 .F1. ,. .,,7 .t ..F ~,. a.. ,.1 ...I .1... ..to • .4 ~rit~~i~g;r • ~---~ r .. . o ~' f ~ s~ie~s--}~~s, st~..a.,_a ~_.., a,,,... e~~ > ,' ; , o § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. m ~~•~'~ ~~~~^~a ~ —0'o The Owner will not pay interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. $& 29-6-30 and 29-6-50. 4L.~, 'll.....,,.. .,+...,.t.,..11.. .. ,,..t ~:.«~,.. F.. ., ...7 .,F r..,... ~ F It...,,:.... e ...,4:..., .,F'tl,e ilo~:..,~._R,,;t~ b Building Permit and Other Permits and Fees: No general building permit is required in accordance with 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which ma ybe required for purposes of inspection at no additional cost to the Disixict. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and Qav for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authoritvl beyond five (5) days that a iurisdictional authority takes to respond to a aermit application or similar permit request that is on the project's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. Additions and Deletions Report for AIA Document A141"" — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Iaw. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (7632261730) User Notes: PAPR - 002948 4 PAGE 7 § 3.1.4 The Design-Builder shall be responsible to the Owner for asks-acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the annlicable codes and referenced standards on state buildings, including the District's school facilities. § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. 8x-~e:~tkly ~,.,..:..~ .. „~,,,,.~.,:..s ., eoa «,. ►,<. «w., n.,,,,,_ ,...,, T,~..:,.., u..:,ae_~ As stated in the Design Requirements, the Design-Builder shall submit written progress ,reports, photo~raphs of Work in prowess, and other data to the Owner electronically, or through the Owner's nation, vroiect management software, showing estimated percentages of completion and other information identified below: PAGE8 .12 Additional information as desibnated by the Owner through its proiect management software data requirements. In , § 3.1.8.2 ~1esi~g~-~ttil~er's-~ver~ €e~Ee rePe~E; robs omiai~wi~~~.Pa~a.~asEaa~ ses~s Ee ~~~a~e~ ses~ es~i~a~es.addition to the requirements of § 3.1.8.1, the Design-Builder shall~rovide similar information through in-person uroQress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. :v Design-Builder § 3.I.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and fiunish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their lrnowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. Additions and Deletions Report for AIA Document A141*" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°p Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA°' Document, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extant possible under the law. This document was produced by AIA software at 11:11:23 on 11123/2015 under Order No.D239586208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002949 S Y.. \. [ 1 Y.. ~ ' _ ~ t _ • _ 1 ! ■. _ ~ Y.. \ - ~ • 1 \~ _ ~- - ~ ~ ~~. r • _ ~ ~ ~ ~_ . ~ •. Y' ' ~" ~ Additions and Deletions Report for AIA Document A~41T"' - 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Document is protected by U.S. Copyright Law and Internafional Treaties. Unauthorised reproduction or distribution of this AIA°̀' Document, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:1123 on 11/23!2015 under Order No.0239586208_t which expires on 07/14!2016, and fs not for resale. (1632261730) User Notes: PAPR - 002950 6 § 4.4 Design-Builder's Construction Praaosal § 4.4.1 . . o ..,a ~„ti.,,:t.~.,, r,e..:.,., n.,:u,,..... n_,...,.....i ,-,,.w„ ~,....,e.. -rwe r,,..;,.., o,,:,,ao..>..~The Design-Builder's Construction Proposal shall include the following: .1 A list of the ~es~g~rdocuments and other information, including the Design-Builder's ,.,.._:~.....:,.~.. ., .......:,..... ,...a ae..:.,.:,...,. ~.,.... «wo n..mo..~,. r~..:,o..;..~ original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; , .2 The proposed Contract Sum, including the compensation .3 ..~:..,.,,..,,:e..~ n,...:,w, a..:,,,,,..~.. ~,,,. ....a ,.+tio_ :.o......w.,, ,, The proposed date the Design-Builder shall achieve Substantial s+~,e ~„~..,,f_e,;method• eEiet~Completion ; The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. & 5121 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to R~utatory Agencies as a portion of the permitting and approval vrocess for this work. PAGE 11 Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (1) record conv of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite When required by the Contract Documents the Contractor shall provide record drawings on all increments of the work such as b~wav of illustration and not limitation, piumbine, electrical, mechanical, and all systems such as fire and security systems incorporated into the work. T'he Contractor shall furnish an electronic and paper cony of record drawings of "as-built" detail to the Architect at final completion of all work excluding punch list items as required by the Contract Documents. Professional Certifications: When vrofessional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor's Quality Control Program: The Contractor shall institute and maintain throughout the contract term a auality control program designed to ensure the work performed is in accordance with the Contract Documents including any changes at all times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). i. Compliance with Emulovment Laws: By entering into a Contract Agreement, the Contractor aexees to abide by all annlicable laws pertaining to employment including, by way_ of illustration and not limitation, the followine: A Tit(e VII ofthe Civil Rights Act of 1964, as may be amended. B. Aye Discrimination in Bmplovment Act of 1964, as may be amended. C. Title I of the Americans Disabilities Act of 1990, as may be amended. D. Equal Pav Act of 1963, as may be amended. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unau4horized reproduction or distribution oFthis AIA`~ pocument, or any portion o(it, may result in severe civil and criminal penalties, and will be prosecuted to Uie maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002951 7 E. Fair Labor Standards Act as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. s. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equa! Opportunity Em»loyer." T'he Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paraQranh in every subcontract or purchase agreement of more than 10'000. Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract vayments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or suvplier employees. . Project Kev Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager to the project and identified in Exhibit A. The Project Manaf~er shall secure the materials of proper guality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without aunroval of the District. Project Key Staff -- R'orksite 5unerintendent(s1: The Contractor shall employ at least one (11 full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s1. No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times duringperformance of any work by the Contractor's own forces or subcontractors and durine deliver~of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties• however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if auproved by the District. The Contractor shall not change any Worksite Superintendent or the duties or status of same during the course of the project without approval of the District The Worksite Superintendents) shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: The Project Manager and Worksite Superintendents) are representatives of the Design Builder and wmmunications given to them, either orally or in writing, shall be as binding as if given to the Principal ofthe Desi~r► Builder. PAGE 12 § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. PAGE 13 § 5.7.2 If the Design-Builder sl~a~ges-desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or desi etr► professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Qwner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the Additions and Deletions Report for AIA Document A141T" — 2014. Copyright ~ 2D04 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Lawand International Treaties. Unauthorized reproduction or clistrihution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extent possible under the law. This document was produced by.AlA software at 11:11:23 on 11!23/2015 under Order No.0239566208_1 which expires on 07/1412016, and is not for resale. (1632261730) User Notes: PAPR - 002952 8 proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. PAGE 14 § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. ,~ ~e-In addition to anv Owner requirements to keep electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. PAGE 15 r~ § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities ~_ aoc,..:.... ,. ....,r.,..:,... -,ti.,. n...~e_ ..~...,~ we _e...,,.....:~.,o .,..we r,o..:,.» n..:~ao..r.. ,.,...«.. ~* defective construction. for PAGE 16 tier3~~s-e~~s~e~xl-ser~ses;.Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and IustifV with appropriate supporting dafa. direct costs attributable to the change. birect costs attributable to the change in work shall be limited to the followine: A. Costs of materials, ui ment and processes to be incorporated into the work including costs of shipnin~, handling, fabricating, sales tax (8%required in Horry County and 9%within certain incorporated arts of the Citv of Mvrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existing work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any additional contract time or laborers shall be actual hourly rates not to exceed thiriv dollars ($30) per hour unless documented proof of paw of a hi er hourly rate for a specific skilled laborer is approved by the District prior to Chan e Order execution. • ,~ e.,~ ,. ,,.«,....,. ..,, .,.,..a.e....~ ,. ..~.:~.. ;.. ~;C. Costs of fringe benefits for additional ~" direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits requued by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the ri t to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or (eased in the short term specifically for completion of the additional work to be performed. Such equ~ment rented leased shall not customarily be owned by Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2D14 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. CopyrighE Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Llocument, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extent possible under the law. This document was produced by AIA soHware at 11:11:23 on 11123/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002953 9 the Contractor or any subcontractor affected by the chance but shall be necessary to the accomn(ishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery ore ui ment. The District shall not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. > > ~B. Costs of permits or inspection fees directly attributable to the change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non=conformance to the Contract Aaxeement. F, Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%1 after application of overhead and profit provided for elsewhere. The Contractor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Conshuction Cost Data. or actual costs justified to the satisfaction of the District. _Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be consideredpart of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: ;A. Labor hours and fringe benefit costs of the worksite superintendents) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract trice for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Mana e~ r or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of eciuinment eenerally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, Qenerators, cleaning equipment, scaffoldine, si ~na~e, fencing, vehicles, fuel, and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including parkin, tolls, fines, meals, per diem, hotel, livingexpenses, or other such costs. •"~~-.:~-' E. Costs aUributable to expediting delivery of materials, equipment or processes including telephone calls, facsimile transmissions. copying, employee labor and benefits, and so forth. F. Costs attributable to maintanung a local office, home office or corporate office as well as office staffing. tec uipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. 7. Other such indirect costs of doing business or costs nornnally considered inclusive in overhead. Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the change in contract pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricine negotiated at the time of award. B. For work performed by a subcontractar's own forces, a maximum of ten percent (10°/a) of the allowable direct costs. Additions and Deletions Report for AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Insfitufe 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" ,~ 0 Document, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to fhe maximum extent possible under the Iaw. This document was produced by AIA software at 11:11:23 on 11/23!2015 under Order No,0239586208_1 which e~ires on 07!14/2016, and is not for resale. (163226173D) User Notes: PAPR - 002954 C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (S%) is allowable by the Contractor for administration of the sub-contract. .RetainaEe• The District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by an~pproved Change Order, to be withheld from the Contractor's payments throughout the term of the Agreement and savable at the time of final ~avment after a) full completion of all work to be performed and all requirements established in the A~xeement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainaee withheld. As a condition of the contract, no more than three and one-half percent (3.5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt paymenf of retaina~;e to all subcontractors at final completion of their acceptable work regardless of timing during the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. PAGE 18 § 7.1.2 T'he Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to ~•~~'••~'~, ~~~.~ ~~*:~~ ~F~~ ~^F~~~ ~~~~'~~~:~'~ n_ ,... 1,. .,.,,a e .,~~, ..F e,l.,. ,.,L.,...;se o ..a «i,o n., r+.. .,.e ~+*L.e ~ ~jVB notices of project commencement and take other action to arotect the integ~ty and exclusivity of the project payment bond(s1. PAGE 19 § 7.2.4 The Owner shall cooperate with the Design-Builder in securing other pe~•mits, licenses and inspections. gland development, zoning, and § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's , obligations under the Design-Build Documents and the Design-Builder's ~aa~. .. vin uaavvw~a v~ u ..iu~w aua wawaljv. a......, ~........ .....+. .».........................,'..f .... ~ .."_' ..""^""'..' """_'_"_"~ •"J .Provosal.. PAGE 20 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its deli lee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. If the Design-Builder de Faults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Addftions and Deletions Report for AIA Document A741TM — 2014. Copyrights 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'~ Document is protected Uy U.S. Copyright Law and International Treaties. Unauthorized reproduction ar distribution of this AIA~' .~ ~ Document, or any portion oP it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208 1 which expires on 07!1412016, and is not for resale. (1632261730) User Notes: PAPR - 002955 Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occuaanc o Project (or defined component thereofl the ten-dav period referenced herein is reduced to five (5) days during the 60 days prior to substantial completion as shown on the last schedule properIv submitted under ~ 3.1.9 § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORK The Owner and the Contractor agree that time is of the essence and that the Owner will suffer si¢nificant damage hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms• use of alternate sites for the educational progam; disruption of class locations; disruption of athletic program• disruption of public service activities planned for the proiect; loss of rental of the proiect; security risks due to corriin~lin~ of project workers with additionalpersons on and near the site; additional safety risks of equipment vehicles, and unfinished work on the' campus during the academic term; general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the community, varents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. T'he measurement of such damages is difficult. Accordinely, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Comaletion, liquidated damages of $1000 will be due from the DesitJn-Builder to the Owner: for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liguidated damages of $500 will be due from the Design-Builder to the Owner. § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a wnsultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or delay in purchase of any project property or owner provided surveying and testing of such proneriv); or by an act of Qod, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. PAGE 21 ~ 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time e~ctension request shall be in writine and submitted to the District with its Application for Payment. The approved extension of time shall be incorporated in the next Charr~e Order. 8.2.4 Anticipated Weather Delays: A total o£two (21 days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time. If adverse weather days beyond the two ~2) days anticipated are substantiated by written (NOAA) data indicatingprecipitation greater than .10" occurred that day an extension of time will be allowed to the extent of one (1) full day of e~ctended time for each full working day of adverse weather conditions . . If the precipitation over .10" is so great that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. PAGE 22 Additions and Deletions Report for AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protecEed py U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and criminal penaltles, and will pe prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_t which e~ires on 07/14/2016, and is not for resale. User Notes: (1632261730) PAPR - 002956 ~2 § 9.3.1 At least ~eq-TWENTY ONE days before the date established for each progress payment, the Design-Build shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. SEE & A.1.5.13 FOR SCHEDULE. In accordance with the schedule set forth in ~ A.1.5.1,3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. PAGE 23 .7 repeafed or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.6.4 The Owner has the right to request written evidence from tl~e Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. ~•-~~~'~ ~ •~'~ ~ •~a~~~~ •••~*'~~~ ~~ ~ a~•~~, ~'~~ Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. 'Ihe Owner shall.have no obligation to pay or to see ontractor. to the payment of money to a Consultant or ~- -- ■■- ~- - - ~ - ■- .. ~- _ - PAGE 24 § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agees to accept separately, is substantially complete, the Design-Builder shall ^~~~^~~ ~~a ~.."--~:+ «„ .i.~ n..me_ submit to the Owner an occupancypermit issuwi by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall ' review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another ~~•review of the Work by the Owner. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright La~v 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 Ue prosecuted to the maximum extant possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (163226173D) User Notes: PAPR - 002957 13 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will ~epaFe-€e~ }'~~ n.•~~~~'~ ~:~-~~`.,~~ ~btain for the Owner an occunancypermitissuwi by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.9.2. Immediately prior, to such partial occupancy or use, the Owner and Design-Builder shall jointly ec~ review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. PAGE 25 .2 .3 .4 failure of the Work to comply with the requirements of the Design-Build Documents; e~ terms of special warranties required by the Design-Build e~s:Documents; Host-occunancv services to be provided boor through the Design-Builder. PAGE 27 § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconformine Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within ~est~err~the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During #~e~et~e-yee~-thlS period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 ~-This year period for correction of Work shall be extended with respect to portions of Wor[c first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 ~~-This period for correction of Work shall not Ue extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. PAGE 28 Additions and Deletions Report for AtA Document A747'"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Documen{ is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or ciisEribution offhis AIA" 14 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:11:23 on 11!23/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and Is not for resale. (1632261730) User Notes: PAPR - 002958 § I1.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the aHe-deaf two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents maybe sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction,. in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by wriften a~xeement specifvine the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and for purposes of constructing, using, non-exclusive license to use the Instruments of Service maintaining, altering and adding to the .Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable for use in performing services or construction for the portions of the Instruments of Service Project. 12.3.1 PROTOTXPE. 1'he Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Any architect receiving the original plans from the Owner must first acknowledge and accept full resnonsibiliiv for the adequacy of the design for its new proiect as well as absolve the original Architect of any responsibility of any kind as relates to the orieinal design. Should the Owner provide the Documents and/or Specifications to the Architects) for other Projects, then the original Architect, if not retained for the other proiect(s) shall be relieved of any liabilities arising out of the other Proiect(s) and the Owner will indemnify and hold harmless the ori~inai Architect from any Claims arising out of such other Proiect(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this "" ~-'-,''~~>= Agreement is terminated for any reason *'~ . u':.,.. ~':~ a~~~'.~ ~~:'.:~ ^. _ .. ~_ ~''_ _ _"""= n~_-a~to obtain a for purposes of constructing, using, limited, irrevocable and non-exclusive license ~a~a..........,_ *"^* *"~ ......_..-, ^••M~°' "` --b---~^"~"' `^ "`~"=`~ maintaining, altering and adding to the ProJect r-~ --- ---- ------ ~""~"t''~ > > ' to South Carolina reeulations and policies concerning successor desig.~n professionals... .subiect § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity,providing services or work for «,.,, ,,.,.~..« any of them, from all claims and causes of action arising from or related to such uses. The ^..m ~-, •~ Additions and Deletions Report for AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Document is protected by U.S. Copyright Law aiicl International Treaties. Unauthorized reproduction or distribution of this AIA`" Document, orally portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extant possible underthe law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (1632261730) User Notes: PAPR - 002959 15 ce,.«:,... , ~ ~ ~ •rti,. berms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. PAGE 29 § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to ~~:~,~.~.u`~^^, *^^~~"~~ ..,:~'~ D~:-~'~..~^^"'~ ~'~^^^^~^ ~'~~^ ~'.~~ termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. PAGE 30 § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 132.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for. Work executed, including reasonable overhead and profit on that executed Work, and costs incurred by reason of such '~-~~;~^~;~~,"~a ~'~-~^~~^ termination. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Worlc and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for Contract and are expressly included in the performance of such payments shall survive termination of the ~'~ the Work covered by the Design-Builder's performance bond. PAGE 31 § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such *~~~~~~~:~~, ~,~~~~ .,.:~'~ ~~~~~~~'~'~ ~„~~"~^a ~~~' .termination. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time a.,fo~_s.., e ,,..,, e .~,., , n , .,ao..~ ~. ~~*~n~:~•.:'ij,i~,~:o.. .~.,~ uR~, period specified by ,. .,,: .,wio i., ~...~ ; ..:s~.t,:..c,.,.r:,.~ in.~.~.12W. PAGE 32 .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the ~IFWork and otherwise available under this Agreement. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protectec! by U.S. Copyright Law ancf International 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 Iaw. This document was produced by AIA software at 11:1123 on 11/23/2015 under Order No.0239566208_1 which e~ires on 07/14/2076, and is not for resale. (1632261730) User Notes: PAPR - 002960 16 PAGE 33 § 14.3.2 The parties shall endeavor to resolve their Claims by -^~a:~':~~ ..,":~'~, ~'~~~ *"~ ~~-':~~ -~.,~..~„•. ~~ b a, mediation. The mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the ~+~,,.ti:~ co,.*;,,~ ,,, ~ ~~b~ r,,,~;o~a.~, order.Tr„„ ,...w:.,.,.~:,.~ .. „ea:.,,.:.. ....,..~,, ,. parties or court ~. - _ ~. r . Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAE~ DocumenE is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or disEribution of Ehis AIA°̀' 17 Document, or any portion of it, may result in severe civil and criminal penalties, and with be prosecuted to fhe maximum e~ctent possible under the law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07l14/20i6, and is not for resale. (1632261730) User Notes: PAPR - 002961 The Contract shall be governed by the law of the place where the Project is ..x....4...7 Jv cam ..S.:Mn4: .. +L. r. ..ft....~ ..F l.:«.~: n a: .4.. ..l..fi ~~ 4~... L'~.~.~ ..~ .-~rlOC2tP~. PAGE 34 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving nonce. Written notice may also be established by acknowledeements and responses exchan ~ed via electronic communications such as electronic mail or anv internal messaging functionality of BIM and/or project mana¢ement software used by the parties for the project. PAGE 35 Conduct of the Design-Builder's Principals, Employees, Agents and Representatives The safety and security of District staff, students and the general public are of utmost priori to the Districk To that end, the Design Suiider shall be responsible for ensuring compliance by the Design Builder and any employees agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the following: A. No drues, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B. No fraternizing with threats to, or use of abusive or profane language in the presence of students, parents, visitors, or District representatives, agents, or employees. C. No improper attire, actions ox sestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, went, or representative. D. Secure SLED (State Law Enforcement Division) criminal backeround checks on all the Design-Builder's Principals eznplovees, agents, and representatives, and subcontractors, nerformin~ work on District property and contractually require the same of all Design. Consultants, their employees, agents, and representatives. No employees agents or representatives, or subcontractors, of the and Desigx► Builder having committed violent crimes crimes against children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal backexound checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the District's legal counset immediately upon request. Promotional Materials The Design Builder .shall have the right to include photo~ranhic or artistic representations of the design of the Project among the .Design B u i l d e r' s promotional and professional materials. The D e s i g n B u i 1 d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and D e s i g n B u i l d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the Disixict without the District's approval of the written copy prior to submission printing and distribution This condition shall survive termination or completion of this Ar reemen~ Additions and Deletions Report for AIA Document A141T"' - 2014. Copyright ~ 2004 and 2014 by Tha American Insfitute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright La~v and International Treaties. Unauthorized reproduction or distribution of this AIA`" Qocument, or any portion of it, may result in severe civil and criminal penalties, acid will 6e prosecuted to the maximum extent possible under the law. This document was produced byAlA software at 11:11:23 on 11/2312015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1632261730) User Notes: PAPR - 002962 ~8 Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-free programs shall conform to Title 44. Chapter 107, & 44-107-10 through & 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the eactent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data.. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (3) years from the date of final pavmenf to the Architect under this Agreement. This requirement shall also apply to any Desi~r► Consultants performing services under the Architect's direction. The Office of General Services of the State of South Carolina, or anv auditor under contract with the District has the right to audit the Architect's records related to anv Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to anv Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Departrrient of Transportation. The worksite shall be confined to the smallest area possibte allowing maximum use of streets, sidewalks, narkng areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Desien-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Depardnent of Labor, Federal Hi~hwav Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated shall not be assiened any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and re~uiremexrts. The competent individual shall serve as spotter where there is exposure ofpedestrians, students, parents or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upri~t►t position to prevent inQxess and egress to "lay down" areas or work areas by unauthorized individuals. Lrcenses and Permits: During the term of the contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, ifanv), permits, inspections and slated fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract Iran Divestment Act: The Iran Divestment Act List is a list published by the f Statel Board uursuant to Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: httn://Urocurenient.sc.Gov/PS/PS-irandivestment.vhtm(.) Consistent with Section 11-57-310(B), the Contractor shall not contract with andperson to perform a part of the Work, if, at the time you enter into a subcontract, thatperson is on the then-current version of the Iran Divestment Act List Immipxant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not le~ally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify program and verify the status of new employees within three business days usine E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the emalover's business licenses. Additions and Deletions Repoli for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All ►fights reserved. WARNING: This AIAa Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA`~ ,~ 9 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:11:23 on 11/23/2015 under Order No.0239586208 1 which e~ires on 07/1412016, and is notfor resale. (1632261730) User Notes: PAPR - 002963 SC IMMIGRATION LAW. S.C. Code & 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will comply with the reauirements of S.C. Code ~ 8-14-10 etseq. and agrees to provide to the Owner any documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. PAGE 37 .4 ~"~T"~~~t ~"~'~yA~4—mdzib~~ E,~sEa b~e ~ejes~s, i~'ee~p~e~e~ .....let,,,, ,._ «we ~ n,....:..,.,n~er's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. Joe Defeo, Chair of the Board of Education Robert Ferris, Authorized Member Additions and Deletions Report for AIA Document A141*"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protectec! by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this Alh' 20 Document, or airy portion of it, may resuif in severe civil a~Q criminal penalties, anti will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:1123 on 11!23/2015 under Order No.0239586208_1 which e~ires on 07114!2016, and is not for resale. (1632261730) User Notes: PAPR - 002964 __ _._ Certification of Document's Authenticity AIA~ Document D407T"' — 2003 I, ,hereby certify, to the best of my lrnowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:11:23 on 11/23/2015 under Order No. 0239586208 1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA~ Document A141T"' — 2014, Standard Form of Agreement Between Owner and Design-Builder, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401T" — 2003. Copyright m 1992 and 2003 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA"' Document is proEected 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 documenlwas produced by AIA software at 11:1123 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1M2016, and is not for resale. (1632261730) User Notes: PAPR - 002965 ~ ~~~`~~1t~~.~~~ Document A141T" - 2014 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015). (In words, indicate day, month andyear.) BETWEEN the Owner: (Name, legal status, address and other information) Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four M11e Rd ~ PO Box 260005 Conway, SC 29528 District Office Phone 843.488.6700 and the Design-Builder: (Na»te, legal status, address and other informarion) FIRSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville.~St., Suite 225 Raleigh, NC 27601 for the following Project: (Name, location and detailed description) New Socastee Elementary School (per Owner's Request for Proposals No. 1415-91) Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. ADDITIONS AND DELETIONS: The author of this document has added information needed for ifs completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Reporf 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. The Owner and Design-Builder agree as follows. Init. ~ AIA Document A141 T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA~ bocumenE, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to tho rnaxfmum extent possible underthe law. This documentwas produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is notfor resale. (1751347832) User Notes: PAPR - 002966 ~ TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN•BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT TABLE OF EXHIBITS . A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria This Agreement is based on the Owner's Criteria set forth in this Section 1.1. (Note the disposition for the follotiving items by inserting the requested informatio~a or a statement such as "not applicable" or "unknown at tine of execzftion. " If the Owner intends to provide a set of design documents, and the regatested information is contained in the design documents, ident~ the design documents and insert "see O~~~ne~~'s design documents" ivltere appropriate.) § 1.1.1 The Owner's program for the Project: (Set forth the program, identify doca~mentation in which the program is setfo~•th, o~• state the mannef~ in which the program will be developed.) Per "Design Requirements" published for Solicitation No. 1415-9X and .Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015. Init. ~ AAA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" ~ocumenf is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distrihufion of this AIA"' Document, or any portion of it, may rosult in severe civil and criminal penalties, and will he prosecuted to the maximum extonE possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (1751347832) User Notes: PAPR - 002967 2 § 1.1.2 The Owner's design requirements for the Project and related documentation: (Identify below, or in an attached exhibit, the documentation that contains the Owner s design requirements,' including any performance specificationsfor the Project.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No,1415-9 selected by the Horry County Board of Education on November 2, 2015. 1. § 1.1.3 The Project's physical characteristics: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; site, boundary and topographic surveys; tr~c and utility stz~dies; availability ofpublic and private utilities and services; legal description of the site; etc.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Ident~ the Owner's Sustainable Objective for the Project such as Sustairrability Certification, benefit to the environment, enhancen7ent to the health and well-being of building occupants, or improvement of energy effrciency. If the Owner identifies a Sustainable Objective, incorporate AL4 Document.4141 T"L2014, Exhibit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 Number not used. § 1.1.6 T'he Owner's budget for the Work to be provided by the Design-Buiider is set forth below: (Provide totalfor Owner's budget, and if krrrnvra, a line item breakdown of costs.) Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the $oard of Education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: (Paragraphs deleted) Per "Design Requirements" published for Solicitation No. 1415-91 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: .1 Architect SFL+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. .2 Consultants Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91, .3 Contractors Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identify special characteristics or needs of the Project not iderrtifted elsewhere, such as historic preservation requirements.) Init. ~ AIA Document A141 T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`' Document is profecfed by U.S. Copyright Law anti Infemational Treaties. Unauthorized reproduction or disfrihution of this AIA~' Document, or any portion of it, may result in severe civil and criminal pe~a(ties, and will be prosecuted to the maximum extent possible underthe law. This dxumentwas produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07!141207 6, and is not for resale. (1751347832) User Notes: PAPR - 002968 3 Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3) including all post-occupancy requirements published in the solicitation as amended by addenda. § 1.1.10 The Design-Builder shall confirm that fhe information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 Ifthe Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 Ifthere is a change in the Owner's Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed, the parties will use AIA Document E203T"T-2013 to establish the protocols for the development, use, transmission, and exchange of digital data. and building information modeling. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: Executive Director of Facilities (or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Highway 50 Conway, SC 29526 843.488.6965 § 1.2.2 T'he persons or entities, in addition to the Owner's representative, who are required to review the Design-Builder's Submittals are as follows: (List name, address and other information.) Owner may utilize third party project management which will also receive submittals. § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if known, identify by name and address.) To be determined by Owner. If retained, such consultants will be identified promptly.. § 1Z.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other information.) Robbie Ferris, S.C. AR.6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party. § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following: [ X ]Litigation in a court of competent (Paragraphs deleted) jurisdiction, nonjury before a circuit judge in Horry County, SC. Init. ~ AIA Document A141 TM' — 2014. Copyright m 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 distrihution of this AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This dxument was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002969 4 § 1.4 Definitions § 1.4.1 Design-Build Aocuments. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. § 1.4.3 The Work. The term "Work" means the design, construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project. § 1.4.4 The Project. The Project is the total design and constriction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construcrion by the Owner and by separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similaz materials. § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. § 1.4.7 Owner. The Owner is the entity identified as such in the Agreerraent and is refereed to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees. § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. 'The term "Design-Builder" means the Design-Builder or the Design-Builder's authorized representative. § 1.4.9 Consultant.. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Worlc, and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. Init. ~ AIA Document A741 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and wlll be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:11:02 on 11!2312015 under Order No.02395862D8_1 which expires on 07!14!2016, and is not fa resale. User Notes: (1751347832) PAPR - 002970 § 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To Execution of Design•Build Amendment § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Insert amount of, or basisfor, compensation, including compensation for any Sustainabiliry Services, or indicate the exhibit in which the information is provided If there 1vi11 be a limit on the total amount of compensation for. Work performed prior to the ea:ecution of the Design-Build Amendment, state the amount of the limit.) The Design-Builder may invoice the owner for $$1,055,481.00. for its design work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. (Paragraphs deleted) § 2.1 number not used] (Paragraphs deleted) (Table deleted) § 2.1.4 Payments to the Design-Bailder Prior To Execution of Design-Build Amendment § 2.I.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. (Paragraphs deleted) The Owner will not pay interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. §§ 29-6-30 and 29-6-50. (Paragraph deleted) § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. ARTICLE 3 GENERAI. REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT § 3.1 General § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. Building Permit and Other Permits and Fees: No general building permit is required in accordance with § 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional Init. ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S, Capyrtghf Law and International Treaties. Unauthorized reproduction or distribution of this AIA'~ Document, or any portion of if, may result in severe civil and crEminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and Is not for resale. (1757347832) User Notes: PAPR - 002971 cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessazy approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. Por each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5) days that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the projects critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. §3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable taws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions oftheDesign-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants aze performed in the sole interest o~ and for the exclusive benefit o~ the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's school facilities. § 3.1.8 Progress Reports § 3.1.8.1 The Design-Buildex sha11 keep the Owner informed of the progress and quality of the Work. As stated in the Design Requirements, the Design-Builder shall submit written progress reports, photographs of Work in progress, and other data to the Owner electronically, or through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: Work completed for the period; .1 . .2 Project schedule status; .3 Submittal schedule and status report, including a summary of outstanding Submittals; .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; Init. ~ AIA Document A141TM — 2014. Copyright m 20D4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAm Document is protected by U.S. CopyriyhE Law and International Treaties. Unauthorized reproduction or distribution of Phis AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.o239586208_1 which e~ires on 07/1412016, and is notior resale. (1751347832) User Notes: PAPR - 002972 7 .6 .7 .8 .9 .l0 Pending Change Order and Change Directive status reports; Tests and inspection reports; Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; .11 Current Project cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management software data requirements. § 3.1.8.2 In (Paragraphs deleted) addition to the requirements of § 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Ovmer's informarion a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. § 3.1.10 Certifications. Design-Builder shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner's approval. T'he Owner's approval shall not unreasonably be delayed or withheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Resign-Build Documents. § 3.1.11.3 'The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents. The Wock may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in Iltit ~ AIA Document A141"" — 2014. Copyright ~ 2004 and 2014 by The American Insfitute of Architects. All rights reserved. WARNING: This AIR" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`D Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible uncierthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~Ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002973 writing bf a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 Ail professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment fiu~nished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. Tf required by the Owner, the Design-Builder shall famish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay ail royalties and license fees. § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from foss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a.copyright or a patent, the Design-Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder. § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted bylaw, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions ofthe Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that assignment is effective only after termination of the Contract by the Owner for cause, pursuant to .1 Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignmexit; and .2. assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. Intt ~ AIA Document A141 T"' — 2074. Copyright m 2004 and 2074 by The American Institute of Architects. All rights reserved. WARNING: This AIPi°' Uocumeiit is protected by U.S. Copyright Law and International TreaEies. 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 underthe law. This document was produced by AIA soHware at 11:17:02 on 11/23/2015 under Order No.0239586208_i which expires on 07/14/2016, and is not fa resale. (1751347832) User Notes: PAPR - 002974 When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design-builder. or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's. or other entity's obligations under the agreement. § 3.1.16 Design-Builder's Insurance and Bonds. T'he Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECTJTION OF THE DESIGN-BUII.D AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and sha11 not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. [Numbers §4.2 & §4.3 intentionally not used] (Paragraphs deleted) § 4.4 Design-Builder's Construction Proposal § 4.4.1 The Design-Builder's Construction Proposal shall include the following: A list of the documents and other information, including the Design-Builder's original Proposal .1 Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completion ; .4 An enumeration of any qualifications and exclusions, if applicable; .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Conshuction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. § S.1Z The Design-Builder shall provide the Construction Documents to the Owner for the Owner's information. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents .unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents. § 5.1.2.1 T'he Design-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the permitting and approval process for this work, Init, ~ AIA Document A141'"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law anc! International Treaties. Unauthorized reproduction or distriUution of tills AIA`~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the rnaximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and fs not for resale. (1751347832) User Notes: PAPR - 002975 ~~ _; C -.. § 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agee in writing, construction may proceed prior to the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder's best skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible £or inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of iliush•ation and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District sha[1 be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor's Quality Control Program: The Contractor shall institute and maintain throughout the contract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation, the following: A. Title VII of the Civil Rights~Act of 1964, as maybe amended. B. Age Discrimination in Employment Act of 1964, as may be amended. c. Title I of the Americans Disabilities Act of 1990, as may be amended. ~. Equal Pay Act of 1963, as may be amended. E. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex; age, handicap, or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setxing forth the provisions of this nondiscrimination clause and shall include the provision of this paragaph in every subconlxact or purchase agreement of more than $10,000. Init. ~ ~A Document A741T" — 2014. 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 ~ntemational 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 soHware at 11:11:02 on 17!23/2015 under Order No.0239586208_1 which e~lres on 07/1412016, and is not for resale. (1751347832) User Notes: PAPR - 002976 ~1 Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or Sfate income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager to the project and identified in Exhibit A. The Project Manager shall secure the materials of proper quality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without approval ofthe District. Project Key Staff -- Worksite Superintendent(s): The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or fiull-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Conhactor shall not change any Worksite Superintendent or the duties or status of same during the course of the project without approval of the District. The Worksite Supe►•intendent(s) shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: 'The Project Manager and Worksite Superintendents) are representatives of the Design $udder and communications given to them, either orally or in writing, shall be as binding as if given to the Principal of the Design Builder. § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work § 5.3.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions only in accordance with Article 6. § 5.3.3 T'he Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Work. 'I'heDesign-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. § 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Init. ~ AIA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Qocument is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result In severe civil and aMminal penalties, and will be prosecuted 4o the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208 1 which e~ires on 07!1412016, and is not for resale. (1751347832) User Notes: PAPR - 002977 12 Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost o~ or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Arricle 14. § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the e~cistence of burial markers, archaeological sites, or wetlands,.not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take anyaction necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 14. § 5.6 Allowances § 5.6.1 "I1ie Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required Yo employ persons or entities to whom the Design-Builder has reasonable objection. § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Confract Sutn but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section 5.6.2.2. § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances. requiring Owner selection. § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or suppliers identified in the . Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder 3n writing, stating (1) whether the Owner has reasonable objection to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a Init ~ AIA Document A141T"' — 2014. Copyright m 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'9 Document, or any portion oFit, may result in severe civil and criminal penalties, and wlil be prosecuted to the maximum extent possihle under the law. This document was produced by AIA software at 11:11:02 on 11123/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and is not fa resale. (1751347832) User Notes: PAPR - 002978 ,) 3 special design) proposed for each principal portion of the Work. "I'he Owner may reply within 14 days to the Design-Builder in writing staffing (1) whether the Owner has reasonable objection to any such proposed person or entity or {2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. § 5.8 Documents and Submittals at the Site Tn addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work. § 5.11 Cleaning Up § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project. § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Rork The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14. § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Init. ~ AIA Document A141TM — 2074. Copyright D 20D4 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 pprtion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extont possible underthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_t which mires on 07/1412016, and is not for resale. (1751347832) User Notes: PAPR - 002979 14 Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder, separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable. § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities or defective construction. § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in Section 5.10. § 5.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under their respective contracts £or maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 6 CHANGES IN THE WORK § 6.1 General § 6.1.1 Changes in the Work maybe accomplished a#~er execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation; and .3 The extent of the adjushnent, if any, in the Contract Time. ~n~~ ~ AlA Document A141 T~" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. NIARNING: Th ts AIA"' Document is protected by U.S. Copyright Law anti InternaEional Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civ(I and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This documentwas produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is Hoffer resale. (1751347832) User Notes: PAPR - 002980 15 § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 6.3.7. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted. § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder's compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 6.3.3.3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following: .Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify with appropriate supporting data. direct costs attributable to the change. Direct costs attributable to the change in work shall be limited to the following: A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping, handling, fabricating, sales tax (8%required in Horry County and 9% within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existing work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any additional contract time or laborers shall Init. ~ AIA Document A141T"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. CoNYright Law and InEernational 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 faw. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1751347832) Use~Notes: PAPR - 002981 16 be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. C. Costs of fringe benefits for additional direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by the Contractor or any subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. '~'he District shall not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. E. Costs of permits or inspection fees directly attributable to the change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the Contract Ageement. F. Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. The Confxactor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost Data or actual costs justified to the satisfaction of the Disixict. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly amibutable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: A. Labor hours and fringe benefit costs of the worksite superintendents) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in conh~act price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of equipment generally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, signage, fencing, vehicles, fuel, and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including parking, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. E. Costs attributable to expediting delivery of materials, equipment or processes including telephone ca}Is, facsimile transmissions. copying, employee labor and benefits, and so forth. F. Costs attxibutable to maintaining a local office, home office or corporate office as well as office staffing. equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. J. Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the change in contract Init. ~ AAA Document A147 T"' — 2014. Copyright O 2 04 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" Llacument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 4his AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, anB will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2D15 under Order No.0239566206_1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002982 ~7 pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a ma~cimum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. Retainage: The District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by any approved Change Order, to be withheld from the Contractor's payments throughout the term of the Agreement and payable at the time of final payment after a) full completion of all work to be performed and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debtslclaims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and one-half percent (3.5%) shall be retained from the progress payments of any subconhactor by the Contractor until final complerion of that portion of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of timing during the contiact is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost.' When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution ofthe Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right of Design-Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders maybe issued for ali or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.l General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall famish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall famish information or services required of the Owner by the Design-Build Documents with reasonable promptness. ~ nt~ ~ AIA Document A141 T°' — 2014. Copyright B 2004 and 2014 by The American Institute of Architecis. All rights reserved. WARNING: This AIA`tl 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 underthe law. This documantwas produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~iras on 07/14!2016, and is not for resale. (1751347832) User Notes: PAPR - 002983 ~8 § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner's control. § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoning, and other permits, licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished'at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design'-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design-Builder. § 7.2.7 Prior to the execution of the Design-Build Am$ndment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Build's Proposal.. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineers) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining That the Submittals are in conformance with the Design-Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. "The Owner's action will be taken in accordance with the submittal schedule approved.by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under Sections 3.1.11, 3.1.12, and 5.2.3. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component Init. ~ AIA Document A147'*' — 2014. Copyright ~ 2004 and 2D14 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Qocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A[Aw Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA sofhvare at 11:11:02 on 11/23/2015 under Order No.0239586208_t which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: ~ PAPR - 002984 ~9 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have wntrol over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design-Builder's rights and responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 The Owner has th@ authoriTy to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design-Builder fails to wrrect Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5.13.1.3. § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project (or defined component thereof the ten-day period referenced herein is reduced to five (5) days during the 60 days prior to substantial completion as shown on the last schedule properly submitted under § 3.1.9. ARTICLE 8 TIME § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents aze of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insarance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract. § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUB3TANI'TAL AND PiNAL COMPLETION OF THE WORK. ~n~' ~ AIA Document A741"" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Doc~meirt is protected by U.S. Copy~ght Law and international Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal pe~alYies, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002985 20 The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of project workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $SOQ will be due from the Design-Buitder to the Owner. § 8.2 Delays and Extensions of Tirae § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the OHner; or.by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or delay in purchase of any project property or owner provided surveying and testing of such property); or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner deternunes may justify delay, then the Contract Time shall be e~ctended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. (Paragraph deleted) § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time extension request shall be in writing and submitted to the District with its Application for Payment. The approved extension of time shall be incorporated in the next Change O~•der. § 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time. If adverse weather days beyond the two (2} days anticipated are substantiated by written (NOAH) data. indicating precipitation greater than .10" occurred that day an extension of time will be allowed to the extent of one (1) full day of extended time for each full working day of adverse weather conditions . . If the precipitation over .10" is so great that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in consizuction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum . The Contract Sum is stated in the Design-Build Amendment. § 9.2 Schedule of Values Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. Init. ~ AIA Document A141T"' — 2D74. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is profecfed by U,S. Copyright Law ~ncl International Treaties, Unauthorized reproduction or distrihution of Uiis AIA° Document, or any poAfon of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002986 2,~ § 9.3 Applications for Payment § 9.3.1 At least TWENTY ONE days before the date established for each progress payment, the Design-Builder shalt submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as.copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Baild Documents. § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments- shall be made for services provided as welt as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or of~the site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and Transportation to the site for such materials and equipment stored off the site. § 9.3.3 Tt►e Design-Builder warrants that title to all Work, other than instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further war:ants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's Imowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment SEE § A.1.5.1.3 FOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.13, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold Certification § 9.5.1 'The Ovmer may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents, If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate fox Payment previously issued to such extent as may be necessary to protect the Owizer from loss for which the Design-Builder is responsible because of defective Work, including design and construction, not remedied; .1 third party claims filed or reasonable evidence indicating probable filing of such claims unless .2 security acceptable to the Owner is provided by the Design-Builder; .3 failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a separate contractor; .5 Inif. ~ AAA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" Documen4 is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduckion or dlstrihution of this AIA`R document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:11:02 on 11!23/2015 under Order No.0239586208_7 which e~ires on 07/14/2016, and is not fa resale. (1751347832) UserNotes: PAPR - 002987 22 .6 .7 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Ownex may, at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 T'he Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Desi~-Builder on account of the portion of the Work performed by the tlrchitect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and oilier person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entiTy providing services or work for the Design-Builder. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor. § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial ox entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. (Paragraph deleted) § 9.7 Failure of.Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days' written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Init. ~ AIA Document A141 T" — 2014. Copyright @ 2004 and 2014 by The American Institute of Architects. Afl rights reserved, WARNING: This AlA" Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:11:02 on 11/23/2015 under Ober No.0239586208_7 which e~iras on 07/14/2D16, and is not for resale. (1751347832) User Notes: PAPR - 002988 23 Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall submit to the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment, Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete ail Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another review of the Work by the Owner. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will obtain for the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall,. upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Ovmer and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance, and consent of surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirem~ts of the Design-Build Documents. § 9.9 Partial Occupancy ar Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate ageement with the Design-Buiider, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them far payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress ofthe Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not consritute acceptance of Work not complying with the requirements of the Design-Build Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. Init. ~ AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Tfiis AIA~ Document is protected by U.S. Co~zyright Law and International Treaties, Unauthorized reproduction or disfrihution of this AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and vailf be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/2312015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is notfor resale. User Notes: (1751347832) PAPR - 002989 24 When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Owner or the Owner's property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment, (5). as-constructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as maybe designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 'The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 . failure of the Work to comply with the requirements of the Design-Build Documents; .3 terms of special warranties required by the Design-Build Documents; .4 post-occupancy services to be provided by or through the Design-Builder. § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Buildex as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or offthe site, under care, custody or control of the Design-Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design-Builder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction. Init. ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Al! rights reserved. WARNING; This AIA'°' Document is proEected 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 passible underthe Iaw. This document was produced by AIA software at 11:11:02 on 11123/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (1751347832) User Notes: PAPR - 002990 25 § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. § 10.2.3'Ihe Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design-Builder shall exercise utmost care, and cant' on such activities under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2 and 10.2,1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.13; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder's organization, at it►e site, whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regarding hazazdous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulring from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Contract Time shall be eactended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder's reasonable addirional costs of shut-down, delay and start-up. Init. ~ AIA Document A147 *" — 2014. Copyright 0 2oD4 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 underthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002991 26 § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design-Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Work itselfl, except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner's Criteria. The Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-Builder's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Design-Builder brings to the site and negligently Dandles, or (2) where the Design-Builder fails to perform its obligations under Section 103.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder's discretion, to prevent threatened damage, injury or loss, ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design-Builder has covered to determine if the Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust the Contract Time and Contract Sum, as appropriate. If such Work is not in accordance with the Design-Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder's expense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. §. I1.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requiremen#s of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additionat testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Ownex to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. 'The Owner shall give such notice promptly after discovery of the condition. During this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim Init. ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`0 Qocument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1751347632) User Notes: PAPR - 002992 27 for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during chat period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 This year period for correction of Work shall be e3ctended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 This period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 112. § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design-Builder's correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptuice of Nonconforming Work may only be evidenced by written agreement specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service for purposes of constructing, using, maintaining, altering and adding to the Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the Project. 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Any architect receiving the original plans from the Owner must first acknowledge and accept full responsibility Ilt(t ~ AIA Document A741T"` — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyriyht 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 et 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114!2016, and is notfw resale, (1751347832) User Noter. PAPR - 002993 28 for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architect{s) for other Projects, then the original Architect, if not retained for the other project(s), shall be relieved of any liabilities arising out of the other Projects) and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive~license for purposes of constructing, using, maintaining, altering and adding to the Project, subject to South Carolina regulations and policies concerning successor design professionals... § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorizaxion or uses the Instruments'of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, 'Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-guild Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design-Builder's option, cause for suspension of performance of services under this Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days' written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. Before resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the Work performed prior to notice of such suspension. When the Project is resumed, the Design-Builder shall be compensated for expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days' written notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Design-Builder for the Owner's convenience and without.cause. § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract ifthe Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or ~n'k AIA Document A141TM — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNfNG: This AIR''' Document is protected by U.S. Gapyright Law and Inlemational Treaties, Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent poss)ble underthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002994 29 employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. §'13.2.1.2 T'he Design-Builder may terminate the Contract if, through no act or fault of the Design-Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit on that executed Work, and costs incurred by reason of such termination. § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Documents with respect to matters important to the progress of the Work, the Design-Builder may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.13. § 13.2.2 Termination by the Owner For Cause § 13.2.2.1 The Owner may terminate the Contract if the Design-Buiider .1 fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a reasonable time consistent with the date of Substantial Completion; repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, .2 Conhactors, or workers or proper materials; fails to make payment to the Architect, Consultants, or Contractors for services, materials or tabor in .3 accordance with their respective agreements with the Design-Builder; repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful .4 orders of a public authority; or is otherwise guilty of substantial breach of a provision of the Design-Build Documents. .5 § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety: Exclude the Design-Builder from the site and take possession. of all materials, equipment, tools, and .1 construction equipment and machinery thereon owned by the Design-Builder; .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient Upon written request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and Init. ~ AIA Document A141TM' — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Capyriyht Law and International Treaties..Unautho~ized reproduction or distribution of this AIA~' Document, or any portion of it, inay result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/2312015 under Order No.0239586206 1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002995 38 damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. § 13.2.3 Suspension by the Ownea• for Convenience § 13.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period oftime as the Owner may determine. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjushnent of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design-Builder shall .1 cease operations as directed by the Ownex in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 13, within the time period specified bylaw. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner or Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such.Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated by prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and the initial Decision requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligently with performance of the Conhact and the Owner shall continue to make payments in accordance with the Design-Build Documents. ~~'~ ~ AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Insfitute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distrihution of this AIAa Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208 1 which expires on 07/1412016, and is not for resale. (1751347832) User Notes: PAPR - 002996 31 § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 14.1.6 Claims for Additional Time § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. Li the case of a continuing delay, only one Claim is necessary. (Paragraph deleted) § 14.1.7 Claims for Consequential Damages The'Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, busuiess and reputation, and for loss of profit except anticipated profit arising directly from the Work and otherwise available under this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final paytnent is due, excluding those arising under Sections 10.3 and ] 0.4 of the Agreement and Sections B.3.2.9 and B3.2.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.13.1: (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special knowledge or expertise who may assist the Owner in rendering a decision. The retention of such persons shall be at the Owner's expense. § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time or both, The initial decision shall be final and binding on the parties Init. ~ AIA Document A141'"` — 2614. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyriyhf Law anti International 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 11:11:02 on 11!23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 002997 32 but subject to mediation and, i£the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 14.2.6.1. § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of aDesign-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. ~ (Paragraph deleted) § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The pazties shall endeavor to resolve their Claims by mediation. The mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by ageement of the parties or wort order. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement ageements in any court having jurisdiction. (Paragraphs deleted) ARTICLE 15 NIISCELLANEOUS PROVISION'S § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-Build Documents. Except as provided in Section 15.2.2, neither party Yo the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such assignment. § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contxactors shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. Init ~ AIA Document A141TM — 2014. 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 AIA Document, or any portion of it, may result in severe civil and criminal penalties, and wlll be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale, User Notes: (1751347832) PAPR - 002998 33 § 15.3 Whitten Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaging functionality of BIM and/or project management software used by the parties for the project. § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 15.4.2 No action or failure to act by the Owner or Design-Builder shall consritute a waiver of a right~or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as rec}uired by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear al] related costs of tests, inspections and approvals. The Design-Builder sha11 give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5,3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions. of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work. § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity except as set forth in Section 15.6.1. § X5.6.1 A party receiving Confidential Information may disclose the Confidential Information as required by law or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental Init. ~ rights reserved. WARNING: This AIA"' Document is ~A Document A141 TM — 2014. Copyright O 2004 and 2014 by The American Institute of Architects.lUl ~ protected by U.S. Cppyriyht Law and International Treaties. Unauthorized reproduction or distrih~~tion of this AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted fo the maximum extent posslbie under the law. This documentwas produced by AIA software at 11;11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (7751347832) User Notes: PAPR - 002999 entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or conteactors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American institute of Architects. § 15.8 Interpretafion § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "a13" and "any" and articles such as "the" and "an," but the fact that a modifiex or an article is absent firom one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with sach recognized meanings. Conduct of the Design-Builder's Principals, Employees, Agents and Representatives The safety and security of District staff, students and the general public are of utmost priority to the Districk To that end, the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees, agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the following: A. No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane language in the presence of students, parents, visitors, or District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District properly and contractually require the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of tt►e and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the Districts premises. Such SLED criminal background checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel. or the District's legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the design of the Project among the Design B u i l d e r' s promotional and professional materials. The D e s i g n B u i 1 d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i 1 d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or completion ofthis Agreement. Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-free programs Init. ~ AIA Document A147 TM' — 2074. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA°' pocumenf is protected by U.S. Copyright Law and International Treaties. Unauthorized reprod~iction or distribution of this AIA9̀ Document, or any portion of it, may result in severe civil and crim)nal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/2312015 under Order No.0239586208 1 which expires on 07114/2016, and is not for resale. User Notes:. (1751347832) PAPR - 003000 35 shall conform to Title 44, Chapter 107, § 44-107-10 through § 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data. Such books and records related to the work covered under this Ageement shall . be maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any Design Consultants performing services under the Architect's direction. Tlie Office of General Services of the State of South Carolina, or any auditor under conixact with the District has the right to audit the Architect's records related to any Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On~Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Department of Transportation. The worksite shall be confined to the smallest azea possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Highway Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian txaff c. The workers so designated shall not be assigned any other duties while engaged in directing trafFic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duTy shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers aze in an upright position to prevent ingress and egress to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entiTy or unit to accomplish the work specified in this solicitation and the contract Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] Board pursuant to Section 71- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: http://urocurenie~~t.sc.gov/PS/PS-irandivestment.phtm(.) Consistent with Section I 1-57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter into a subcontract, that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify program and verify the status of new employees within three business days, using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. SC IlVIIVIIGRATION LAW. S.C. Code § 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will comply with the requirements of S.C. Code § 8-1410 et seq. and agrees to provide to the Owner any Init. ~ AIA Document A141T'" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Documeiif is profiected by U.S. Copyright Law and International Treaties. Unauthorized reproductioai or distribution of this AIA~' Document, or any po~fion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 003001 36 documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised o£the following documents listed below: .1 AIA Document A141T"'2014, Standard Form of Agreement Between Owner and Resign-Builder Z AIA Document A141TM2014, Exhibit A, Design-Build Amendment, if executed .3 ?iIA. Document A141TM2014, Exhibit B, Insurance and Bonds .4 Owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. (Par~agrapl~s deleted) ' .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. This Agreement entered into as of the day and year first written above. lnit. OWNER (Signature) DESIGN-BIJII.DER (Signature) Joe Defeo, Chair of the Board of Education (Printed name and title) Robert Ferris, Authorized Member (Panted name and title) AAA Document A141TM — 2014. Copyright ~ 2004 and 2614 by The American Institute of Architects. All rights reserved. WARNING: This AIR"' Dooumen4 is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this Al/i~° bacument, or any portion of it, may result in severe civil and crlminai penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 1112312015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (1751347832) User Notes: PAPR - 003002 37 Additions and Deletions Report for AIA~ Document A949T"' — 2014 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 tine 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 paR of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 11:11:02 on 11/23/2015. PAGE1 AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015. Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd J PO Box 260005 Conwav, SC 29528 Dist~•ict Office Phone 843.488.6700 FIItSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 New Socastee Elementary School (per Owner's Request for Proposals No. 1415-91~ Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. PAGE 2 Per "Design Rectuirements" published for Solicitation No. 1415-91and . Desien-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015. PAGE 3 Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horry County Board of Education on November 2, 2015. 1. Per "DesigZr► Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AfA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will de prosecuted to the maximum extent posslBle under the law. This document was produced by AIA software at 11:11:02 on 11/23!2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (1751347832) User Notes: PAPR - 003003 .~ Per "Design Requirements" published for Solicitation No. 1415-91 and Desien-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 o ..' F11 .. Number not used. Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2 2015. § 1.1.7 The Owner's design and construction milestone dates: Per "Design Requirements" published for Solicitation No. 1415-91 ~1~JLTfA~RC.~-1~"b f T~[iTiu4Tv1 '/ - SFL+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. Per Design-Builder's Proposal to Ownerpursuant to Solicitation No.1415-91. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. PAGE 4 Per "Desien Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3) including all post-occupancy requirements published in the solicitation as amended by addenda. Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distriqution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuYod to Uie maximum extent posslBle under the law. This documentwas produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_7 which e~ires on 07/14/2016, and is notfa resale. (1751347832) User Notes: PAPR - 003004 2 Executive Director of Facilities (or a designee identified in writing by the owner.) Horr~ounty Schools Facilities Department, 1160 E Highway 50 Conway, SC 29526 843.488.6965 Owner may utilize third partyproiect management which will also receive submittals. To be determined by Owner. Tf retained, such consultants will be identified prom~tly ^. Robbie Ferris. S.C. AR.6106 FIRSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St., Suite 225. Raleigh, NC 27601 919-573-6350 f--~ Litigation in a court of competent~isdiette~ {---~-9~~er~,~ee jurisdiction, nonjury before a circuit judge in Horry County, SC. PAGES § 1.4.7 Owner. The Owner is the ~er~etre~entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (includine these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industrymember or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be annlicable to such emnlovees. PAGE 6 The Design-Builder may invoice the owner for $$1,055,481.00. for its design work performed prior to the execution of the Design-Build Amendment. 'This amount is within and part of the price agreed in the Design-Build Amendment. AddiEfons and Deletions Report for AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protected by U.S. Copyright Lawancl International Treaties. Unauthorized reproduction or clistri6ution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will hs prosecuted to the maximum extent possible under fhe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and is not for resale. (1751347832) User Notes: PAPR - 003005 3 Y.. \. _ \. 2.1 number not usedl Rate ... - - - - - ... _ ... o § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. °~o The Owner will not pav interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. ~& 29-6-30 and 29-6-50. A .........~..~. ~...F ..« 4..r...:.,nF:...-. ..~4ti.:.. A M.....~.....+ ...~:..L. ....u... ,. C.r..4 Building Permit and Other Permits and Fees: No eeneral building aermit is required in accordance with 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, perniits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sunda, and not counting the day the Design-Builder submits its completed application to the authorit~eyond five (5) days that a jurisdictional authority takes to respond to a permit application or similar oertnit request that is on the vroiect's critical oath, the Desien Builder may claim one (11 additional day for the achievement of Substantial Completion. PAGE 7 Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright D 2004 and 2014 6y 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 ctistri6ution of this AIA'~" Document, or any portion of it, may result In severe civil and crirninal penalties, and will be prosecuted to the maximum extent possible wider the law. This document was produced by AIA software at 11:11:02 on 11123/20'I S under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (1751347832) User Notes: PAPR - 003006 4 § 3.1.4 The Design-Builder shall be responsible to the Owner for facts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. The Office of School Facilities fOSF) in conjunction with the State Fire Marshal shall determine the enforcement and_ interpretation of all the applicable codes and referenced . standazds on state buildings, including the District's school facilities. § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. 9~a-~e~} As stated in the Design Requirements, the Design-Builder shall submit written progress ~ep~~-'~~ *~ ~'-~ ^•••~~-, reports, photoeraphs of Work in progress, and other data to the Owner elect~`onically, or through the Owner's option, proiect management software, showing estimated percentages of completion and other information identified below: PAGE 8 .12 Additional information as designated by the Owner through its project management software data requirements. § 3.1.8.2 In , .1 ~les~ig~ ~ia~'s rver~E €erseTe~erE; f .addition to the requirements of & 3.1.8.1, the Design-Builder shall provide similar information through in_person progress report presentations to the Horry County Board of Education each month during one of the Boazd's public meetings. Design-Builder § 3.1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and fizrnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belied the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require lmowledge, services or responsibilities beyond the scope of their services, § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its desienee has approved the respective Submittal. PAGE 10 Additions and Deletions Report for AIA Document A141T" — 2014. Copyright ~ 20Q4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law anci International Traaties. Unauthorized reproduction or clistributfon of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires nn 07/1412016, and is not for resale. User Notes: (1751347832) PAPR - 003007 J r .- - r.. ~ . -. e ~ - `- - ~ • ~. ~ ~ Y"" 1 t • \' Y, _ . Y ~ \- • \" _ • Y . ~ • •. • \• ~ t Y ~ \~ \. Additions and Deletions Report for AIA Document A141T*' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protectec! by U.S. Copyright Ltaw anti International Treaties. Unauthorized reproduction or distribution of this AIA`' Document, or any portion of it, may result in severe civil and criminal penaltiQs, and will 6e prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11!23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. User Notes: (1751347832) PAPR - 003008 6 S 4.4 Desien-Builder's Construction Proaosal § 4.4.1 ., ' 'The Desien-Builder's Construction Proposal shall include the following: .i A list of the D-~'~--~'~~~~ T'~~'~ -'ocuments and other information, including the Design-Builder's original Proposal Development Documents as proposed in the Owner's procurement leading to this Apxeement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation m~~"~a ~~a ;~'~~~~a ,.~~~ *'~~ ~~~* ~F*'-~ .3 ~ii~~,. 7,,. n.,:,ae..~.. ~ee~ ..«a ..4L... :4.....n.w„t ,. ...~... ~,,..,..,,,.« ~...V,~•method; .,.,.. ..b.,ryn,~, ~,.,~~. The proposed date the Design-Builder shall achieve Substantial ~p~et~err;Completion ; The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. 5.1.2.1 The Desi~,n-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the aexmittine and approval process for this work. PAGE 11 Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (11 record conv of the Contract Documents includine approved changes in good order and marked currently to record changes and selections made durine performance of the work. A copv of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When renuired by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by wav of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excludingpunch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and comaleteness of such calculations and certifications. Contractor's Ouality Control Program: The Contractor shall institute and maintain throuehout the contract term a quality control pro~xam, desi¢ned to ensure the work performed is in accordance with the Contract Documents, includin~anv changes, at all times and in all respects. The proexam shall include providing daily pervision su and conductive frequent inspections by the Worksite Superintendent(s). 1. Comaliance with Emalovment Laws: By enterine into a Contract Agreement, the Contractor aerees to abide by all avnlicable laws pertaining to employment including, by way of illustration and not limitation, the followin¢: A. Title VII of the Civil Rights Act of 1964, as may be amended. a. Age Discrimination in Employment Act of 1964, as may be amended. C. Title I of the Americans Disabilities Act of 1990, as may be amended. D. Equal Pav Act of 1963, as may be amended. E. Fair Labor Standards Act, as may be amended. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WFtRNING: This AIA°j Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~' pocument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible unAer the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which a~ires on 07/14/2016, and is not for resale. User Notes: (1751347832) PAPR - 003009 7 F. South Carolina Wa¢es Act. Code 37-10-10 et sea. as may be amended ~. South Carolina Worker's Compensation Act Code 42-1-10 et seq, as may be amended The Contractor shall not discriminate against any emnlovee or applicant for emplovtnent because of race religion, color, sex, aQe handicap or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor The Contractor in all solicitations or 'advertisements for employees shall state the Contractor is an "Equal Opportunity Employer " The Contractor agrees to cost in conspicuous places visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than $10,000. Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes or any employment-related taxes normally withheld on the District's employees Further the District shall notprovide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor subcontractor or supplier employees. Project Key Staff — Proiect Manager• The Contractor shall assi~r► a skilled experienced and dedicated Proiect Manager to the project and identified in Exhibit A. The Project Manager shall secure the materials of proper quality and quantity to meet the Contract Documents and manaee the appropriate timing of all materials sub-contracted work and Contractor provided labor to ensure the continual proQxess of the work to meet the substantial completion date. The Contractor shalt not change the Project Manager or the duties and status of the Proiect Manager during the course of the proiect without approval of the District. Project Kev Staff -- Worksite Sunerintendent(s): Tl~e Contractor shall emvlov at ]east one (1) full-time competent Worksite Superintendent and if required by the Contract Documents an addirional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the proiect Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the warksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if anvroved by the District. T'he Contractor shall not change any Worksite $Uperintendent or the duties or status of same during the course of the proiect without approval of the District. "The Worksite Sunerintendent(s) shall enforce strict discipline and good order among the Contractar's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: The Project Manager and Worksite Sunerintendent(s) are representatives of the Design Builder and communications liven to them, either orally or in writing, shall be as binding as if given to the Principal ofthe Desien Builder. PAGE 12 § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the '".:,a:~R ~M'-~:` ~~ ...~„ ~~ ~-.. ~''-~- permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Complerion of the Project. PAGE 13 § 5.7.2 If the Design-Builder edges-desires to chanee any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. Additions and Deletions Report for AIA Document A147T'" — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected 6y U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, an~i will 6e prosecuted to the maximum extent possible under the law. This document was produced byAlA soflwara at 11:11:02 on 11123/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not fw resale. User Notes: (1751347832) PAPR - 003010 $ PAGE14 § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection.'u::~~ ~~:~~°~~' ~~-~~„ ~> „w...:..:,, > .,a ~e-In addition to anv Owner requirements to keep electronic nroiect data up to date the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. PAGE 15 § 5.14.3 The Design-Builder shall reimburse the Owner and other contractor(sl for costs the Owner r~. and other contractor(s), respectively, incur because of the Design-Builder's delays, Improperly timed activities for defective construction. PAGE 16 ~iCt~ GOJC, JJipII[[r3G112GLS. Change _ _ A ~J ~L2~~~R.0 y~~ `~ O'I`~~~~•~ ' Order Allowable Pricing: For anv chan~?a in contract price, the Contractor shall provide, itemize, and justify with appropriate sunportin~ data direct costs attributable to the change. Direct costs attxibutable to the change in work shall be limited to the followin¢: A. Costs of materials, eauinment and processes to be incorporated into the work includine costs of shipping, handling, fabricating, sales tax (8%required in Horry County and 9%within certain incorporated parts of the City of Hurtle Beach as of Aueust 1, 20091, or other such costs inherent in the provision and delivery of such materials, equiument and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existin¢ work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for env addiriona! contract time or laborers shall be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of pa ent of a h~her hourly rate for a specific skilled laborer is approved by the Districtprior to Change Order execution. ,~ .Costs of frinee benefits for additional ' direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight vercent (28%1 and the District has the ritrht to ~r .c uest itemized documentation provincethe fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by the Contractor or any subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Conies of invoices for such rental shall be provided to Additions and Deletions Report for AIA Document A141T" — 2014. Copyright 0 2004 and 2D14 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protectec! by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result 7n severe civil and crlminat penalties, and will be prosecuted to the maximum extent possible under the law. This dacumentwas produced by AIA software at 11:11:02 on 11/2312015 under Order No.0239586206_i which e~ires on 07/14/2016, and is not for resale. User Notes: (1751347832) PAPR - 003011 9 document the cost of rental or lease of machinery or equipment. The District shall not pav for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. eer~s~ed;E. Costs of permits or inspection fees directly attributable to the change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the Contract Aexeement. F. Other such direct costs directly attributable to the work and approved by the Dishict. G, Any additional cost resulting from an amendment to performance and navment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. T'he Contractor shall be responsible for notifying the Surety of any changes in the conhact price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost .Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included indirect costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: ~:~-~ n..:'a~- ~~ ~~'~~-~;A. Labor hours and fringe benefit costs of the worksite superintendent(sl when such costs were included or should have been included, in the original bid submitted or result from the Contractor's inability to meet the aaproved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of equipment ~enerally or customarily necessary_to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, generators, cleanin~eyuipment, scaffoldi~, sianaQe, fencing, vehicles, fuel, and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials. equipment and urocesses to the worksite by the Contractor's or subcontractor's own forces including parking, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. *'~~ ~~~QE. ~I Costs attributable to expediting delivery of materials, equipment or processes including telephone calls, facsimile transmissions. coavin~, employee labor and benefits, and so forth. F. Costs attributable to maintainine a local office, home office or coruorate office as well as office staffing equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/utilities, and so forth. H. Contracted services such as accountants, aavroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. 7. Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead xnd Profit Charees: Additional overhead and profit attributable to the change in contract pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work.performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%1 is allowable by the Contractor for administration of the sub-contract. Additions and Deletions Report for AIA Document A141TM —2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AfA~ Document is profectecl by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distri6utfon of this AIAm ~~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:71:02 on 11/23!2015 under Order No.0239566208_1 which expires on D7/1M2016, and Is not for resale. (1751347832) User Notes: PAPR - 003012 .Retaina~e• 'The District requires a retaina~e of three and one-half percent (3.5%1 of the total contract price, as may be amended by any approved Change Order, to be withheld from the Contractor's navments throughout the term of the Agreement and navable at the time of final payment after a) full completion of all work to be performed and all requirements established in the Aereement and acceptance by the District, b) submittal of all closeout documents, and c~ submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the uroiect evidencing they have received final payment of undisputed work and retaina¢e withheld. As a condition of the contract no more than three and one-half percent (3.5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Promut payment of retainaee to all subcontractors at final completion of their acceptable work regardless of timin¢ during the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. PAGE 18 § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall famish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to ~~~'•~~*~, ~••~ ~~«:~e ~°~~ e~F-~, ---~~,.~„:~'~ ,. .give notices of nro'tect commencement and take other action to protect the inte~xity and exclusivity of the proiect payment bond(s). PAGE 19 § 7.2.4 The Owner shall cooperate with the Design-Builder in securing ~g-land development, zoning, and other permits, licenses and inspections. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Da~~~~~, T"ere~ae. «,,,, T,,,..:,.., n..:~ae.. .Proposal.. PAGE 20 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall' Say the difference to the Owner. For Work on the critica~ath to beneficial occupancy of the Additions and Deletions Report for AIA Document A141*'" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAd Document is protected 6y U.S, Copyriyht Law and International Treaties. Unauthorized reproduction ordistribufion of this AIA° Document, or any portion o1` it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14(2016, and is not for resale. User Notes: (1751347832) PAPR - 003013 11 Proiect (or defined component thereofl the ten-dav period referenced herein is reduced to five (5 days during the 60 days arior to substantial completion as shown on the last schedule properly submitted under ~ 3.1.9. 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORK The Owner and the Contractor aeree that time is of the essence and that the Owner will suffer significant damage hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms• use of alternate sites for the educational progxam; disruption of class locations; disruption of athletic program• disruption of public service activities planned for the proiect; loss of rental of the proiect; security risks due to comingling of project workers with additional persons on and near the site• additional safety risks of equipment vehicles, and unfinished work on the campus during the academic term; general disruption ofthe teaching and learning process due to project activities during the academic term; movin¢ equipment during the academic term when students and full staffare present; harm to the Owner's reputation and established goodwill amone the community, varents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to fhe ongoing Work during the academic term• harm to the Owner's public relations• disruption and. ineff►ciency of the management of all the Ownet's facilities and other current construction projects. T'he measurement of such damages is dif~cuIt. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Desim-Builder to the Owner: for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Owner. § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress.of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or delay in purchase of any nroiect property or owner provided surveying and testing of such property); or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owaer may determine. PAGE 21 X8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time extension request shall be in wrifin~ and submitted to the District with its Application for Payment. 'The approved extension of time shall be incorporated in the next Change Order. S 8.2.4 Antic➢~ated R'eather Delays: A total of two (2) days ver calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered iustification for an extension of time. If adverse weather days beyond the two f2) days anticipated are substantiated by written OAA) data indicating precipitation Greater than .10" occurred that day an extension of time will be allowed to the extent of one (1) full day of extended time for each full working day of adverse weather conditions . . If the precipitation over .10" is so ereat that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. PAGE 22 Additions and Deletions Report for AIA Document A741TM' — 2014. Copyright 02004 and 2014 by Tha 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°1 ,12 Document, or any portion of it, may result in severe c)vil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:11:02 on 11123/2015 under Order No.0239586209_1 which e~ires on 07114/2016, and is not for resale. User Notes: (1751347832) PAPR - 003014 § 9.3.1 At least ~etrTWEN'TY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. w ii •.w• a u ..« ,.c.we n,...:,.., o..:ia°a., n__i:,,.,+:.... c.. n.........._. SEE ~ A.1.5.1.3 Th ^ r FOR SCHEDULE. in accordance with the schedule set forth in ~ A 1 5 1 3 the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design=Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. PAGE 23 .7 repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. fi=~~~'~ ~,.~'~ ~-~a~~~~ ..~`'~:„ ~~..~- a~..~, "~~ ^caner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or ontractor. ■- - • - ■- - ._ _ _ .. - - - _ - .- PAGE 24 § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall submit to the Owner an occupancYpermit issued by the South Carolina O$'ice of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner sha11 ' review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another Ge~le~}e~r:review of the Work by the Owner. Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright m 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`''~ Qocument, or any portion of it, may result in severe oivil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. User Notes: (1751347832) PAPR - 003015 13 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will aye-fey ~'~~ ^•.~~-'~ ~:~~~~.~~ obtain for the Owner an occupancypermit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.9.2 Lnmediately prior to such partial occupancy or use, the Owner and Design-Buiider shall jointly i~sgee~ review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. PAGE 25 .2 .3 .4 failure of the Work to comply with the requirements of the Design-Build Documents; e~ terms of special warranties required by the Design-Build ~es~e~ts:Documents; post-occupancy services to be provided by or through the Design-Builder. PAGE 27 § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed, Costs of correcting such rejected or nonconformine Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 112.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within ~esx~e~ts;the three-year duration ofthe Design-Builder's post-occupancLobligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During ~he~e~te-~ea~~thls period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 ate-eye-yea~This near period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 ~~:-This period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. PAGE 28 Additions and Deletions Report for AIA Document A141'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protecfed by U.S. Copyriyht Law and Inte~nafianal Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (1751347832) PAPR - 003016 14 § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the eye-~e~ two-yyear period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings maybe commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance ofNonconformin~ Work may only be evidenced by written agreement specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accented Work by inaction or implication. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service ^~,~,.. ~~a ~~~,..~:..~'.. for purposes of constructing, using, •.:a~a «w....~.,, n..Me_ ....,.,...,..,:~,,....,..F.....,. :«,. ,.w,:...,.:...,.. maintaining, altering and adding to the ~z~~~' .Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service ^~'~'-~ ~~a ~~~~'••~~~ ~~'•~ for use in performing services or construction for the Project. . . 1.2.3.1 PROTOTYPE. The Owner shall have the rieht to use the Instruments of Service as a "nroto e" design under South Carolina Board of Architectural Examiners regulations and policies. Anv architect receiving the orignal plans from the Owner must first acknowledge and accept full responsibility for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility of any kind as relates to the original desigan. Should the Owner provide the Documents and/or Specifications to the Architect(sl for other Projects, then the original Architect, if not retained for the other project(s), shall be relieved of any liabilities arising out of the other Project() and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason ~{l"« 4L...« 4L....J.~F ..If ..F+l... ~1.......« .. .. 4L..... ..«F 4L... T.,.....« D..:i a.._~.. to obtain a limited, irrevocable and non-exclusive license for purposes of constructing, using, maintaining, altering and adding to the Project, ^ -~~a~a *"~' *'~~ ^^•~~~ ", ~ ~ *~ ~ ..'~ *'~~ n~~'~;+~~~ ' to South Carolina regulations and policies concerning successor desip_n professionals... .subiect § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action azising from or related to such uses. The ~~-~~ '~'"~ ~~~'~~~ Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAa 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 fhe Iaw. This document was produced by AIA software at 71:11:02 on 11/23/2015 under Order No.D239586208_1 which e~ires on 07114/2016, and is not for resale. User Notes: (1751347832) PAPR - 003017 ,~ 5 ~~~~~~^ ".'.'. 'TM~~ terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Ageement for cause under Sections 13.1.4 or 13.2.2. PAGE 29 § 13.1.6 In the event oftermination not the fault of the Design-Builder, the Design=Builder shall be compensated for Work performed prior to ~ ermination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design=Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. PAGE 30 § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2..1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit on that executed Work and costs incurred by reason of such .termination. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Deslgn-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Desier►-Builder's performance bond. PAGE 31 § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive „.,,.,~ ,. o_~,e.,a ~..a payment for Work executed, and costs incurred by reason of such +o.....:.,..a .... ............:... _ .termination. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Confxact in accordance with the requirements of the binding dispute resolution method selected in Section 13, within the time period specified by , ~,;.,~ .~.:.. tee,..:,... ,~.' .''.law. PAGE 32 .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the ~FWork and otherwise available under this Agreement. Additlons and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAa Document is protecEed 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 wider the law. This document was produced by AIA software al 11:11:02 on 11!23/2015 under Order No.02395862os_1 which e~ires on 07/1412016, and is not for resale. User Notes: (1751347832) PAPR - 003018 16 PAGE 33 :z~`s~ § 14.3.2 'The parties shall endeavor to resolve their Claims by ~~a~~'~~~ ~~~"~~'~, mediation. The mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. . . Additions and Deletions Report far AIA Document A147 T"' — 2074. Copyright O 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or clisfribufion of this AIA" 17 Document, or any portion of it, may result in severe civil and criminal penalties, and will Ge prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (1751347832) User Notes: PAPR - 003019 The Contract shall be governed by the law of the place where the Project is .. ~l,e val....7 ,.F L.:...7: ... ,7: .~., ..I..t: tl.,. L~.,,7.. ..1 ~~ ~ 'cv~vcivFriTT10C2tCCI. PAGE 34 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address (mown to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaein¢ functionality of BIM and/or nroiect manaeement software used by the parties for the nroiect. PAGE 35 Conduct of the Design-Builder's Principals, Employees, Agents and 12epresentatives The safety and security of District staff, students and the Qeneral public are of utmost priority to the District. To that end, the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees, agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the followins: A. No dross, alcohol, knives, firearms or other weauons on District arouerty, whdher or not there is an existing occuaied building. B. No fraternizing with, threats to, or use of abusive or profane lanQuaee in the presence of stud~►ts, parents, visitors, or District representatives, agents, or employees. C__ _No improper attire, actions or sestures while on any District property. No smokine on District property in conformance to Horry County Board of Education policy. Violations of such~li~ shall result in a civil penalty of up to $1,000 ver occurrence to the individual resvonsible ancUor the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal backeround checks on all the Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District property and contractually renuire the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal background checks shall be maintained on file in the offices of the Desi~ Builder and made available to appropriate District personnel or the Districts legal counsel immediately upon request. Promotional Materials The Desien Builder shall have the rieht to include nhotoaraahic or artistic representations of the desien of the Proiect among the Design B u i l d e r' s promotional and professional materials. The D e s i g n B u i 1 d e r shall be eiven reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i 1 d e r in the District's promotional materials for the Proiect. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written con prior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement. Additions and Deletions Report for AIA Document A741T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: This AIA°' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction orclistrihution of this AIA``' .~ $ Documant, ar any portion of it, may result in severe civil and criminal penalt[es, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_i which e~ires on 07H4/2016, and is not for resale. User Notes: (1751347832) PAPR - 003020 Drue-Free Workulace The Architect and the Architect's Design Consultants shall be responsible for initiating maintaining and supervisine all drug-free prop~-ams in connection with the performance of this Agreement T'he drue-free pro ams shall conform to Title 44, Chapter 107, ~ 44-107-10 throush & 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Proiect The District shall have the rieht to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricine aqd Change Order data.. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (31 years from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any Design Consultants verforming services under the Architect's direction. T'he Office of Generai Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architect's records related to any Proiect incorporated under this Agreement durine the time frame stated in the previous para raph. The Architect shall ensure that all records pertaining to any Proiect are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Denarhnent of Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. 'I1~e Desien-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Deparhnent of Labor, Federal Hi~hwav Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads streets, or hi~hways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in proQxess, workers equipped with flaes shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while en~a~ed in directing traffic. Safety Designee: The Desien-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA. construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students parents, or visitors to falling debris and in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright posirion to prevent ingress and egxess to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: Dunne the term of the contract, the Contractor shall be responsible for obtaining and maintainine in good standing, all licenses (including professional licenses, ifanyZpermits, inspections and related fees for each or any such licenses, permits and/or insnecrions required by state, county, city or other ~ovemment entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: The Iran Diveshnent Act List is a list published by the fStatel Board pursuant to Section 11- 57-310 that identifies persons en~a~ed in investment activities in Iran. Currently, the list is available at the following URI,: http://urocurernent.sc.GovlPS/PS-irandivestment.phtm(.l Consistent with Section 11-57-3108) the Contracts shall not contract with any person to perform a part of the Work, if, at the time you enter into a subcontract, that person is on the then-current version of the Iran Divestment Act List Immierant Workers: 1'he "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not le~ly in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verif~proaram and verify the status of new employees within three business days, using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the anplover or susnension/revocation of the employer's business licenses. Addkions and Deletions Report for AIA Document A741T"' — 2014. Copyrights 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protectec! by U.S. Copyright Law and international Treaties. Unauthorised reproduction ordistri6ution of this AIA`" Qocument, or any portion of it, may result in severe civil and criminal penalties, and will pe prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (7751347832) PAPR - 003021 19 SC IlVIlVIIGRATION LAW. S:C. Code & 8-14-40 Compliance: Design-Builder certifies that the Desien-Builder will comply with the requirements of S.C. Code ~ 8-1410 etseq, and aerees to provide to the Owner any documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thiriv (30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. PAGE 37 .4 ~Ir~^ ~A#~T~-~B-ln~ ~c.,w• •~-~s~~ ^' ~~~s;-ireet~:e~e~ -~~,~~~a, ~..''~~ ~„ ~..,;~~:owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. Joe Defeo, Chair of the Board of Education Robert Ferris, Authorized Member Additions and Deietfons Report for AIA DocumenE A141"' — 2014. Copyright~ 2004 and 2014 by The American Inslitute of Architects, All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. UnauFhorized reproduction or distribution of this AIA' document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:11:02 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (1751347832) User Notes: PAPR - 003022 Z0 Certification of Document's Authenticity AIA° Document D401T"' — 2003 I, ,hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:11:02 on 11/23/2015 under Order No. 0239586208 1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA~ Document A141TM — 2014, Standard Form of Agreement Between Owner and Design-Builder, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401TM — 2003. Copyright D 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIN'~ Document is profected by U.S. Copyright Lew and IntemaEional Treaties. Unauthorized reproduction or distribution of this AIA`F Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 11:11:02 on 11!23/2015 under Order No.0239586208 1 which e~ires on 07!14!2016, and is not for resale, User Notes: (1751347832) PAPR - 003023 ~~~~~.~ ~~~6 P~~~~ 0 Document A141 — 204 TM Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015). (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal slatzts, address and other information) Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd ~ PO Box 260005 Conway, SC 29528 District Office Phone 843.488.6700 and the Design-Builder: (Name, legal statz~s, address and other' information) FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville.St., Suite 225 TZaleigh, NC 27601 for the following Project: ADDITIONS AND DELETfONS: 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 (Name, location and detailed desc~~iption) to its completion or modification. New Myrtle Beacli Middle School (per Owner's Request for Proposals No. 1415-91) Consultation with an attorney is also encouraged with respect to Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. professional licensing requirements in thejurisdiction where the Project is located. The Owner and Design-Builder agree as follows. Init. ~ AIA Document A141T"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNfNG: This AIA'-' Document is p~otecfed by U.S. Copyright Law and Infemational Treaties. Unauthorized reproduction or distribution of this AIAa document, or any portion of it, may result in severe civil and criminal penalties, and will br: prosecuEed to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (680227943) PAPR - 003024 .~ TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 1S MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria This Agreement is based on the Owner's Criteria set forth in this Section 1.1. (Note the dispositionfor the following items by inserting the i egztested information or a statement such as "»ot applicable" or "unknown at iinae of execution. "If the Oivner intends to provide a set of design documents, and the requested information is contained in the design documents, identify the design documents and insert "see Owner's design documents." H~here app~•opriate.) § 1.1.1 The Owner's program for the Project: (Set forth the program, identify doczrmentation in which the p~~ogram is setforth, or state the manner in tivhich the program will be developed.) Per "Design Requirements" published for Solicitation No. 1415-91 and .Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015. Init. ~ AIA Document A14'1'"' — 2014. Copyrights 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protected by U.S. Copyright I_aw end International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of if, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:10:39 on 11/23/2015 under Order No.0239586208_i which expires on 07/14/2016, and is not for resale. User Notes: (880227943) PAPR - 003025 z § 1.1.2 The Owner's design requirements for the Project and related documentation: (Identify below, or in an attached exhibit, the documentation that contains the Owner's design rega~irements, including any performance spec cationsfor the Project.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horry County Board of Education on November 2, 2015. 1. § 1.1.3 The Project's physical characteristics: (Ident~ or describe, if appropriate, size, Zocation, dimensions, or otherpertinent information, such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability ofparblic and private utilities and services; legal description of the site; etc.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Ident~ the Owner's Sustainable Objective for the Project such as Sustainability Certification, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency. If the Owner ide~ztifies a Sustainable Objective, incorporate AIA Document A141T"t-2014, Exhibit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 Number not used. § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Provide totalfor Owner's budget, and if known, a line item breakdown of costs.) Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: (Paragraphs deleted Per "Design Requirements" published for Solicitation No. 1415-91 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: .1 Architect SFI,+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. .2 Consultants Per Design-Builder's Proposal to Owner pwsuant to Solicitation No.1415-91. .3 Contractors Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identi,fy special characteristics or needs of the Project not identified elsewhere, such as historic preservation requirements,) ~~~ ~ AIA Document A141'" — 2074. Copyright m 2004 and 2014 by The American Instltute of Architects. Ail rights reserved. WARNING: This AIP;' Document is protracted 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 underthe law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Ordar No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (880227943) User Notes: PAPR - 003026 Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3) including all post-occupancy requirements published in the solicitation as amended by addenda. § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed, the parties will use AIA Document E203T"'~2013 to establish the protocols for the development, use, transmission, and exchange of digital data and building information modeling. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: Executive Director of Facilities (or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Highway 50 Conway, SC 29526 843.488.6965 § 1.2.2 'Ihe persons or entities, in addition to the Owner's representative, who are required to review the Design-Builder's Submittals are as follows: (List name, address acrd other informarion) Owner may utilize third party project management which will also receive submittals. § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of worly and, if known, identify by name and address.) To be determined by Owner. If retained, such consultants will be identified promptly.. § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other information) Robbie Ferris, S.C. AR..6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party. § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following: [ X ]Litigation in a court of competent (Paragraphs deleted) jurisdiction, nonjury before a circuit judge in Horry County, SC. Init AIA Document A141 TM — 2014. Copyright ~ 2004 antl 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ ~ocumenf is protected by U.S. Copyright Law anA International Treaties. Unauthorized reproduction or distribution of this AIAQ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted Yo the maximum extent possible underthe law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_7 which e~ires on 07H 4!2016, and is not for resale. (880227943) User Notes: PAPR - 003027 4 § 1.4 Definitions § 1.4.1 Design-Build Documents. The~Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in Phis Ageement; and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated ageement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. § 1.4.3 The Work. The term "Work" means the design, construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder, The Work may constitute the whole or a part of the Project. § 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the who{e or a part, and may include design and construction by the Owner and by separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now lmown or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. § 1.4.7 Owner. The Owner is the entity identified as such in the Ageement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees. § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Ageement and is referred to throughout the Design-Build Documents as if singular in number. The term "Design-Builder" means the Design-Builder or the Design-Builder's authorized representative. § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. Init. ~ AIA t]ocument A741TM' — 2074. 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 distrihution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted Fo the maximum extent.possible under the law. This document was produced 6y AIA software at 11:10:39 on 11/23/2015 under Order No.02395862D8_1 which e~ires on 07/14/2016, and is not for resale. (860227943) User Notes: PAPR - 003028 § X.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.11 Contractor. A Contractor is a person or entity performing alI or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, ifrequired in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as.if singular in number and means a Contractor or an authorized representative of the Conlxactor. § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendmexit. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To Execution of Design-Build Amendment § 2.1.1 CJnless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly: For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Insert amount of, or basisfor, compensation, including compensationfor any Sustainability Services, or indicate the exhibit in which the information is provided If there will be a limit on the total amount of compensation for YVork performed prio~~ to the execution of the Design-Build ,4mendment, state the amount of'the limit.) The Design-Builder may invoice the owner for $$1,140,027.00. for its design work performed prior to the execution of the Design-Bufld Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. . (Paragraphs deleted) § 2.1 number not used] (Paragraphs deleted) (Table deleted) § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's ihvoice. (Paragt-aphs deleted) The Owner will not pay interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. §§ 29-6-30 and 29-6-50. (Paragraph deleted) § 2Z Contract Sum and Payment for Work Performed After Execution of Desigtt-Bidld Amendment For the Design-Buildex's performance of the Work after execution of the Design-Build Amendment, the Owner shall pay to the Design-Buildex the Contract Sum in current funds as agreed in the Design-Build Amendment. ARTICLE 3 GENERAL REQUIl2EMENTS OF Tf~E WORK OF THE DESIGN-BUILD CONTRACT § 3.1 General § 3.1.1 T'he Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. Building Permit and Other Permits and Fees: No general building permit is required in accordance with § 6-9-110 of the South Cazolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional Init AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.g, 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 penaitles, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11!23/2015 under Ober No.02395862~8_i which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003029 cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5) days that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the project's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder. shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.5 General Consultation. T'he Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. I The Office of School Facilities (OSF) in conjuncrion with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's school facilities. § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. As stated in the Design Requirements, the Design-Builder shall submit written progress reports, photographs of Work in progress, and other data to the Owner electronically, or through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of outstanding Submittals; .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; ~ni~ AIA Document A1d1T'" — 2014. Copyright ~ 2004 and 2014 by The American institute of Architects. A11 rights reserved. WARNING: This AIA`" Document is proEected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA' Document, or any potion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:10:39 on 11/2312015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (880227943) PAPR - 003030 .6 .7 .8 .9 .10 Pending Change Order and Change Directive status reports; Tests and inspection reports; Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; .11 Current Project cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management software data requirements. § 3:1.8.2 In (Paragraphs deleted) addition to the requirements of § 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. § 3.1.9 Design-Build'er's Schedules. § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner's information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under tt►e Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. § 3.1.10 Certifications. Design-Builder shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful ordexs of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field wnstruction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents. The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in ~~~~' ~ AIA Document A147T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of tills AIA°̀ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum oxtent poss)ble under the law. This document was produced by AIA soHwara at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (880227943) PAPR - 003031 writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Buiider shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's wrztten approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifcations or approvals performed by such design professionals. § 3.1.12 Warranty. T'he Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be•of good quality and new unless the Design-Build Documents require or permit otherwise: The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall famish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees. § 3.1.13.2 'The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder. § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted bylaw, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts ar other employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. Init. l AIA Document A141 T'" — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by•U.S. Copyright Law and tnternaEional 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 11:10:38 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not For resale. User Notes: (880227943) PAPR - 003032 g When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assigrunent to the Owner under this Section 3.l .15, the Owner may further assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the agreement. § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUII,D AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. [Numbers §4.2 & §4.3 intentionally not used] (Paragraphs deleted) § 4.4 Design-Builder's Construction Proposal § 4.4.1 The Design-Builder's Construction Proposal shall include the following: .1 A list of the documents and other information, including the Design-Builder's original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completion ; .4 An enumeration of any qualifications and exclusions, if applicable; .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Conshuction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWIlVG EXECUTION OF THE DESIGN-BUII,D AMENDMENT § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2'I'he Design-Builder shall provide the Construction Documents to the Owner for the Oumer's information. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly. notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. T'he failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents. § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the permitting and approval process for this work. Init ~ AIA Document A741T" — 2014. Copyright ~ 2oD4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ❑ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihuYion of this AIA~ Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuEed to the maximum extent possible under the law. This documentwas produced 6y AIA software at 11:10:39 on 11!23/2015 under Order No.0239586208 1 which expires on 07/7 412016, and is not for resale. (680227943) User Notes: PAPR - 003033 ~~ § 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build 'Amendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder's best skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: T'he Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work. A copy of submittals accepted by fhe District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, elecixical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Docunnents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor's Quality Control Program: The Confrac~or shall institute and maintain throughout the contract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation, the following: A. Title VII of the Civil Rights Act of 1964, as may be amended. B. Age Discrimination in Employment Act of 1964, as may be amended. C. Title I ofthe Americans Disabilities Act of 1990, as may be amended. o. Equal Pay Act of 1963, as may be amended. E. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. T'he Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than $10,000. Init ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is profecfed by U.S. Co~yrihht 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 underthe law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (88D227943) PAPR - 003034 11 Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager to the project and identified in Exhibit A. The Project Manager shall secure the materials of proper quality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progess of the work to meet the substantial completion date, The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without approval of the District. Project Key Staff -- Worksite Superintendent(s): The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent or the duties or status of same during the course of the project without approval of the Districx The Worksite Superintendents) shall enforce sfrict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: The Project Manager and Worksite Superintendents) are representatives of the Design Builder and communications given to them, either orally or in 'writing, shall be as binding as if given to the Principal of the Design Builder. § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work § 5.3.2 When a material ar system is specified in the Design-Build Documents, the Design-Builder may make substitutions only in accordance with Article 6. § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Work. T'he Design-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. § 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits,. fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. Ifthe Design-Builder encounters conditions at the site that are (1) •subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Init. ~ AIA Document A741TM' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNfNG: This AIA`~ Document is proEected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' Oorument, ar any porEion of it, may result In severe civil and criminal penaftles, and will be prosecuted to the maximum extent possible under the law. This document was produced 6y AIA software at 11:10:39 on 11123/2015 under Order No.0239586208_1 which e~ires on 07/14/201B, and is not for resale. (880227943) User Notes: PAPR - 003035 ,~ 2 Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in conshvction activities of the character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14. § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the eacistence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise.instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 14. § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances state~3 in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons oz entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection. § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section 5.6.2.2. § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. § 5.7 Key Personnel, Contractors And Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. § 5.7.2 If the Desi~-Builder desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to tha besign-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requves additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable a$er execution of the Design-Build Amendment, shall famish in writing to the Owner the names of persons or entities (including those who are to furnish materials 6r equipment fabricated to a Init ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ordisYribution of this AIA~ Document, ar any portion of it, may result in severe civil and criminal penaitles, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Ordar No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (880227943) User Notes: PAPR - 003036 ,~ 3 special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. § 5.8 Documents and Submittals at the Site In addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shalt maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record oPthe Work as constructed. § 5.9 Use of Site T'he Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work. § 5.11 Cleaning Up § 5.11.1 The Design-Builder shall keep the premises and surrounding azea free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project. § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award sepazate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14: § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Init. ~ AIA Document A141T" — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Yhis AIA~' Document is protected by U.S. Copyright Law and International TreaEies. 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 rnaximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239566208_1 which e~ires on 07114/2016, and is not for resale. (880227943) User Notes: PAPR - 003037 .14 Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The conshuction schedules shall then constitute the schedules to be used by the Design-Builder, separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate con4actors, the Owner shall be deemed to be subject to the same obligations, and to have- the same rights, that apply to the Design-Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the consiructibn or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of the Design-Builder to report shall constitute an aclmowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable. § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner and other contractor(s), respectively, incur. because of the Design-Builder's delays, improperly timed activities or defective construction. § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate conlxactors in Section 5.10. § 5.15 Owner's Right to Clean Up If a dispute arises among theDesign-Builder, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 6 CHANGES IN THE WORK § 6.1 General § 6.1.1 Changes in the Work maybe accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. § 6.2 Change Orders A Change Order is a written instrument signed by the Owner.and Design-Builder stating their agreement upon all of the following: .1 The change in the Work; The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the .2 Design-Build Amendment, the adjustment in the Design-Builder's compensation; and .3 T'he extent of the adjustment, if any, in the Contract Time. Init. j AAA Document A141 ~"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Go~~yright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`'' Qocument, or any portion of it, may result in severrr civil and criminal penalties, and will be prosecuted fo the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11123/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (680227943) User Notes: PAPR - 003038 ~,r § 6:3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Desi~-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total ageement on the terms of a Change Order. § ~ 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjushnent in the Design-Builder's compensation, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum proper]y itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or As provided in Section 6.3.7. .4 § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted. § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Ovmer of the Design-Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder's compensation, the Owner shall determine the method and the adjushnent on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 6.333, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following: .Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify with appropriate supporting data, direct costs attributable to the change. Direct costs attributable to the change in work shall be limited to the following: A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping, handling, fabricating, sales tax (8%required in Horry County and 9%within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor casts, when work required can be accomplished with the existing work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any additional contract time or laborers shall Ihit. ~ AIA Document A741T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA' Document, or any portion of it, may result in severQ civil and criminal penalties, and will be prosecuted to (he maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239566206_1 which e~ires on 07/1412016, and is not for resale. (s8ozz7943) user Notes: PAPR - 003039 .~ 6 be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. C. Costs of fringe benefits for additional direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%)and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or (eased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by the Contractor or any subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shall not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. E. Costs. of permits or inspection fees directly attributable to the change in work and not included as part of fhe Conixactor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the Contract Agreement. F. Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. Ttie Contractor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: A. Labor hours and fringe benefit costs of the worksite superintendents) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of equipment generally or customarily necessary to accomplish the work but not to be incorporated into the.work such as, by way of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, signage, fencing, vehicles, fuel, and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, equipment and. processes to the worksite by the Contractor's or subcontractor's own forces including parking, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. E. Costs attributable to expediting delivery of materials, equipment or processes including telephone calls, facsimile transmissions. copying, employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office, home office or corporate office as well as office staffing. equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. 7. Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the change in contract init ~ AAA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The Amer~an Institute of Architects. All rights reserved. WARNING: This AIA"' document is protected by U.S. Copyright Law and InEemational Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will pe.prosecuted to the maximum extent possible under the law. This dooumentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_i which e~ires on 07/14/2016, and is notfor resale. User Notes: (880227943) PAPR - 003040 ~7 pricing shall not exceed the following; A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. Retainage: The District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by any approved Change Order, to be withheld from the Contractor's payments throughout the term of the Agreement and payable at the time of final payment after a) full completion of all work to be performed and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and one-half percent (3.5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of timing during the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contxactor's ai~davit of payment of debts/claims submitted with final documents. § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the_ Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase,.if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right ofDesign-Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation and Conixact Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall fiunish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Buildex to give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). . . § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with reasonable promptness. ~~~~' ~ AIA Document A747 T"' — 2014. Copyright m 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 AIA`~ Document, or any portion of it, may ~~esult in severe cfvii and criminal penalties, and will be prosecuted to the maximum extont possible underthe law. This documentwas produced by AIA sofNvare at 11:10:39 on.11/23/2015 under Order No.0239586208_1 which e~ires on 07/74/2016, and is not for resale. (880227943) User Notes: PAPR - 003041 ~$ § 7.2.2 The Ovvner shall provide, to the extent under the Owner's control and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner's control. § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoning, and other permits, licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be famished at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work ornon-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design-Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Proposal.. § 7.2.8 Except as,otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Buiider with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. l'he services of geotechnical engineers) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions apd quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining that the Submittals are in conformance with the Design-Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner's action will be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under Sections 3.1.11, 3.1.12, and 5.2.3. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component. Init ~ AIA Document A141"" — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°` Document is protected by U.S. Copyriyht Law anti Internafional Treaties. Unauthorized reproduction or distribution of this AlA`D Document, or any portion of if, may result in severe civil and criminal penalties, antl will he prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_i which expires on 07/74/2016, and is not for resale. (880227943) User Notes: PAPR - 003042 ,~ 9 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design-Builder's rights and responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with the requirements of the Desi~►-Buaid Documents. "The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5.13.1.3. § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project (or defined component thereofl the ten-day period referenced herein is reduced to five (5) days during the 60 days prior to substantial completion as shown on the last schedule properly submitted under § 3.1.9. ARTICLE 8 TIME § S.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract. § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF TF3~ WORK. Init. ~ AIA Document A147 T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" ~ocumenf is protected by U,S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AI A`' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum exEent uossible under the law. This document was produced by AIA soHware at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2D16, and is not for resale. (880227943) User Notes: PAPR - 003043 20 The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of project workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption of the teaching and learnir►g process due to project activities during the academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Owner, § 8.2 Delays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or delay in purchase of any project property or owner provided surveying and testing of such property); or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be e~ctended by Change Order. for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. (Paragraph deleted) § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time extension request shall be in writing and submitted to the District with its Application for Payment. The approved extension of time shall be incorporated in the next Change Order. § 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time. If adverse weather days beyond the two (2) days anticipated are substantiated by written (NOAH) data indicating precipitation greater than .10" occurred that day an extension of time will be allowed to the extent of one (1) full day of extended time for each fiill working day of adverse weather conditions .. If the precipitation over .10" is so great that it causes subsequent work days to be lost tt►ose days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment. § 9.2 Schedule of Values Where the Contract Sum is based on a stipulated sum or Guaranteed Maxinnum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Resign-Builder's Applications for Payment. Init. ~ AIA Document A141TM' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is proEected by U.S. Copyright Law and I~ternalional Treaties. Unauthorized reproduction or @isfribution of this AIA`~ Document, or any portion of it, may result fn severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. User Notes: (860227943) PAPR - 003044 21 _ -- -=--- _ _ .. . ~~- ;: § 9.3 Applications for Payment § 9.3.1 At least TWENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-guilder's right to payment as the Owner may require, such as copies of requisitions firom the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. § 9.3.1.1 As provided in Section b3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or offthe site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's tifle to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, sto►•age and transportation to the site for such materials and equipment stored offthe site. § 9.3.3 'The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment SEE § A.1.5.13 FOR SCHEDiJLE. In accordance with the schedule set forth in § A.1.5.1.3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold Certification § 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design►-guild Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a C~-tificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible because of .1 ~ defective Work, including design and construction, not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; .3 failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a separate contractor; .5 Init. ~ AIA Document A141 T"' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unautharizecl reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible undertha law. This documentwas produced by AIA software at 11:10:39 on 11123/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (680227943) User Notes: PAPR - 003045 22 6 7 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9,5.1.3, the Owner may, at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Cont~•actor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person.or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design-Builder. § 9.6.4 The Owner has the right to request written evidence from the Desigr►-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor. § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. (Paragraph deleted) § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days' written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the V✓ork or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the lnit. ~ AIA Document A141 T'" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thie AIA"' Document is protected by U.S. Copyright Law anti International 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 11:10:39 on 11/23/2015 under Order No.0239586208_i which e~ires on 07H 4/2016, and is not fa resale. User Notes: (880227943) PAPR - 003046 23 Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall submit to the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another review of the Work by the Owner. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will obtain £or the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Bui]der shall finish all items on the list accompanying the Certificate. Warranries required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance, and consent of surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage. when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not,the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. 'The stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise ageed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents. § 9.10 Final Completion and I~nal Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. ~n ~' ~ AIA Document A141"" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Tfiis AIA" Document is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIAQ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maxhnum extent possible under the law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (880227943) User Notes: PAPR - 003047 24 When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Owner or the Owner's property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in efiFect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety; if any, to final payment, (5) as-constructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) ri►anufacturer's waaanties, product data, and maintenance and operations manuals, and (7) if required by the Owne►•, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as may be designated by the Owner. If an Architect, a Consultant, ~or a Contractor, or other person or entity providing services or work for the Design-Builder, refuses to furnish a release or. waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; Z failure of the Work to comply with the requirements of the Design-Build Documents; .3 terms of special warranties required by the Design-Build Documents; .4 post-occupancy services to be provided by or through the Design-Builder. § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising al! safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety o~ and reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or offthe site, under care, custody or control of the Design-Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design-Builder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction. lnit. ~ AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is proEected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or disfrihution of this AIAp' Dooument, or any 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 soHware at 11:10:39 on 11/23/2015 under Order No.0239586208 1 which e~ires on 07/1412016, and is notfot resale. User Notes: (880227943) PAPR - 003048 25 § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. T'he foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder's organization, at the site, whose duty shall be the prevention of accidents. 'lliis person shall be the Design-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regarding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harn~iless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonaUle objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder's reasonable additional costs of shut-down, delay and start-up. Init ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' ❑ocument is protecFed 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 ba prosecuted to the maximum eufent possible under [he law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (880227943) PAPR - 003049 26 § 10.3.3 To the fullest extent permitted bylaw, the Owner shall indemnify and hold harmless the Design-Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Work itsel fl, except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner's Criteria. The Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-Builder's fault or negligence in the use and handling of such materials or substances, § 10.3.5 'The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) where the Design-Builder fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Buildee-'s discretion, to prevent threatened damage, injury or loss. ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design-Builder has covered to determine ifthe Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Desigr►-Builder shall execute a Change Order to adjust the Contract Time and. Contract Sum, as appropriate. Tf suah Work is not in accordance with the Design-Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder's expense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim ~~~ ~ AIA Document A141 T" — 2014. Copyright O 2004 and 2014 by The Amerkan Institute of Architects. Ail rights reserved. WARNING: This AlA'°' Document is prolecfed by U.S. Copyright Law and International Treaties, Unaufhorized repradttction or distriHution of this AIA~ Document, or any portion of it, may result in severe civil attd criminal penalties, and will be prosecuted to the maximum extent passible under the law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003050 27 for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 This year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 112.2.3 This period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. § X1.2.4 The Design-Builder shalt bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design-Builder's correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjushnent shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written ageement specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other xeserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service,,or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service for purposes of constructing, using, maintaining, altering and adding to the Project.. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the Project. 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Any architect receiving the original plans from the Owner must first aclmowledge and accept full responsibility Init. ~ AIA Document A14'1T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protecfed by U.S. Copyright Law and InEernalional7reaties. Unauthorized reproduc4ion or distribution oEthis AIAm Dooument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11!23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003051 28 for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architects) for other Projects, then the original Architect, if not retained for the other project(s), shall be relieved of any liabilities arising out of the other Projects) and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement' is terminated for any reason to obtain a limited, irrevocable and non-exclusive license for purposes of constructing, using, maintaining, altering and adding to the Project, subject to South Carolina regulations and policies coriceming successor design professionals... § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design-Builder's option, cause for suspension of performance of services under this Agreement If the Design-Builder elects to suspend the Wor15 the Design-Builder shall give seven days' written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. Before resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the Work performed prior to notice of such suspension. When the Project is resumed, the Design-Builder shall be compensated for expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days' written notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substagtially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' writtexi notice to the Design-Builder for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or Init ~ '~`~A Document A141 TM' — 2014. 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 underthe law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. User Notes: (880227943) PAPR - 003052 29 employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design-Buiider of the reason for withholding cerrification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. ~ i ~ , I § 13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault of the Design-Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. ~ i § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 eacists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit on that executed Work, and costs incurred by reason of such termination, w ': i § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fulfill the Owner's obligarions under the Design-Build Documents with respect to matters important to the progress of the Work, the Design-Builder may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.13. § 13.2.2 Termination by the Owner For Cause § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder .1 fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a reasonable time consistent with the date of Substantial Completion; .2 ~ repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, Contractors, or workers or proper materials; fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in .3 accordance with (heir respective agreements with the Design-Builder; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .5 is otherwise guilty of substantial breach of a provision of the Design-Build Documents. ~ ~ ~ § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety: .1 Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Design-Builder; .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and Finish the Work by whatever reasonable mett►od the Owner may.deem expedient. Upon written .3 request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of . the costs incurred by the Owner in finishing the ViJork. ~ f § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2A If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and Init. ~ A►A Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~D Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum exie~t possible under the Iaw. This document was produced by AtA software at 11:10:39 on 11!23/2015 under Order No.0239586206_1 which expires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003053 30 damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 1'he Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum shall include profit. No adjustmeart shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design-Builder shall cease operations as directed by the Owner in the notice; .X .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project ageements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such. termination for the Owner's convenience, the Resign-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Definition. A Claim is a demand or assertion by one of the parries seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. 'The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by law. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To FYnal Payment. Prior to Final Payment, Claims by either the Owner or Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated by prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and the Initial Decision , requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents. In it. AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Insfitute of Architects. A(I rights reserved. WARNING: This AIR" Qocument is protected by U.S. Copyriyhf Law and Intarnationat Treaties. Unauthorized reproduction or distribution of this AIAA Document, or any portion of if, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This doc~nentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is notfor resale. (880227943) User Notes: PAPR - 003054 31 § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 14.1.6 Claims for Additionall~ime § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. Tn the case of a continuing delay, only one Claim is necessary. (Paragraph deleted) § 14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This.mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design-Builder fox principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work and otherwise available under this Agreement This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to prelude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure § 14.2.2..1 Claims Initiated by the Owner. If the Owner iniriates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.13.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response; (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt ofthe notice required under Section 14.13.1: (l) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special lrnowledge or expertise who may assist the Owner in rendering a decision. The retention of such persons shall be at the Owner's expense. § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties 1nit. AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`D Document, or any portion of it, may result in severe cfvfl and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.02395862D8_1 which e~ires on 07/14/2D~ 6, and is not for resale. User Notes: ~ (880227943) PAPR - 003055 32 but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 14.2.6.1. § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resoli►tion proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of aDesign-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. (Paragraph deleted) § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. (Pa~•agraphs deleted) ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-Build Documents. Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such assignment. § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistent with this Ageement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require ]rnowledge, services or responsibilities beyond the scope of then services. roil. ~ AIA Document A141TM— 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil an6 criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 11:10:39 on 11!23/2015 under Order No.0239586208 1 which e~ires on 07H4/2016, and, is not fa resale. (880227943) User Notes: PAPR - 003056 33 § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address Imown to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaging functionality of BIM and/or project management software used by the parties for the project. § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a . breach thereunder, except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner maybe present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work. § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entiTy except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required by law or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental Init ~ Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is AAA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`~ Document, or any paifion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 11:16:39 on 11/23/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (860227943) User Notes: PAPR - 003057 ~ entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 15.8Interprefafion § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. Conduct of the Design-Builder's Principals, Employees, Agents and Representatives The safety and security of District staff, students and the general public are of utmost priority to the District. To that end, the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees, agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the following: A, No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane language in the presence of students, parents, visitors, or District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsiUle and/or the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District property and contractually require the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal background checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the District's legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the design of the Project among the Design B u i l d e r' s promotional and professional materials. The D e s i g n B u i t d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i I d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Ageement. Drug-Free Workplace The Architect .and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-free programs Inft. ~ AIA Document A141T"' — 2014. Copyright D 2004 and 2D14 by The American Institute of Architects. All rights reserved. WARNING: This AIAf° Document is protected by U.S. Co~~yriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result In severe civ(I and criminal penalties, and will be prosecuted to the rnaximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003058 35 shall conform to Title 44, Chapter 107, § 44-107-10 through § 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the boo{cs and records of the Architect to the extent that the books and records relate to the performance of this Ageement and shall include all pricing and Change Order data.. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any Design Consultants performing services under the Architects direction. The Office of General Services of the State of South Carolina, ox any auditor under contract with the Disixict has the right to audit the Architect's records related to any Project incorporated under this Agreement during the time frame stated in Ehe previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Department of Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. . The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Highway Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, fo facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. V✓hen such traffic areas are obstructed to any extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and egress to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] Board pursuant to Section 11- 57-310 that identifies persons engaged in inveshnent activities in Iran. Currently, the list is available at the following URL: htta://urocurement.sc.gov/PS/PS-irandivestment.phtm(.) Consistent with Section 11-57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter into a subcontract, that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify program and verify the status of new employees within three business. days, using E-Verify. Failure to use E=Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. SC IlVIMIGRATION LAW. S.C. Code § 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will comply with the requirements of S.C. Code § 8-14-10 et seq, and agrees to provide to the Owner any ~n~t ~ AIA Document A141T"' — 20.14. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIhIG: This AIA°' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, may'result in savere civil and criminal penalties, and will be prosecuted to the maximum extent posslhle underthe law. This documentwes produced by AIA software at 11:10:39 on 11I23/2D15 under Order No.0239586208_1 which e~ires on 07/14!2016, and fs notfor resale. (880227943) User Notes: PAPR - 003059 36 documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T"'-2014, Standard Form of Agreement Between Owner and Design-Builder .2 AIA Document A141TM-2014, Exhibit A, Design-Build Amendment, if executed .3 ~ AIA Document A141T"'2014, Exhibit B, Insurance and Bonds .4 Owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. (Paragraphs deleted) .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. This Ageement entered into as of the day and year first written above. Init ~ OWNER (Signature) DESIGN-BUTT~DER (Signature) Joe Defeo, Chair of the Board of Education (Printed name and title) Robert Ferris, Authorized Member (Printed name and title) AIA Document A141T'" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIR"' ❑ocument is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distriBution of this AIAA Document, or any pardon of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underYhe law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003060 37 Additions and Deletions Report for AIA Document A 941TM — 2014 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 Repoli is provided far 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 11:10:39 on 1112 312015. PAGE1 AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (20151. Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd L PO Box 260005 Conwav, SC 29528 District Office Phone 843.488.6700 FIRSTFLOOR ENERGY POSTTNE LLC 333 Fayetteville St., Suite 225 Raleigh. NC 27601 New Myrtle Beach Middle School (per Owner's Request for Proposals No. 1415-911 Note: references to Owner's Request for Proposals No. 14] 5-91 include its addenda. PAGE 2 CI ICTAIAIARI G DDf1 IGfTC Per "Desipxi Requirements" published for Solicitation No. 1415-91and.. Desigc►-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry Couuty Board of Education on November 2, 2015. PAGE 3 Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horry County Board of Education on November 2.2015. 1. Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. Additions and Deletions Report for AIA Document A141T" — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All ►fights 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 ~~ossible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and Is not for resale. User Notes: (880227943) PAPR - 003061 ~ Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 .. FI1...,,... f.. Fl.~ : ...~:....., .. Number not used. Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: Per "Design Requirements" published for Solicitation No. 1415-91 SFL+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. PAGE 4 Additions and Deletions Report for AIA Document A141T^' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects, All rights reserved. WARMING: This AIA°J Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of tPiis AIA~~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possiUle under the law. This document was produced by AIA software at 11;10:39 on 11/23/2D15 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003062 2 Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3~ includingall post-occupancy requirements published in the solicitation as amended by addenda. Executive Director of Facilities (or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Hi~hwav 50 Conway, SC 29526 843.488.6965 Owner may utilize third party proiect management which will also receive submittals. To be determined by Owner. If retained such consultants will be identified_promptly.. Robbie Ferris, S.C. AR.6106 FIILSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 {--~ r Litigation in a court of competent ~er~ ~-9~l~er~ee~,Tyj jurisdiction, noniury before a circuit judge in Horry County, SC. PAGE 5 § 1.4.7 Owner. The Owner is the ~efsex-e~-entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are desien professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these agents and employees) has no obligation or duty to appl~pecialty or professional lmowledge and skill, and shall not be k~eld to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees. PAGE 6 Add(tions and Deletions Report for AIA Document A741T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected dy U.S. Copyright Law and International Treaties. Unauthorized reproduction or disErihution of this AIA~' Documont, or any portion of it, may result in severe civil and criminal penalties, anti will be prosecuted to the maximum extent possible under tha law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (860227943) User Notes: PAPR - 003063 3 The__DesigirBuilder may invoice the owner for $$1,140,027.00. for its design work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. 2.1 number not usedl Rate 0 § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. ~f~e~s-a~a}d--~ °~—The Owner will not pav interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. &6 29-6-30 and 29-6-50. Building Permit and Other Permits and Fees: No general building permit is required in accordance with 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, utilitypact fees, permits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5~ days that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the project's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. Additions and Deletions Report for AIA Document A141TM' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~~ Document is protected try U.S. Copyright Law and Internaiional 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;10:39 on 11/23/2015 under Order No.0239566208_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003064 4 PAGE 7 § 3.1.4 The Design-Builder shall be responsible to the Owner for se~acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.6 When the Owner's Design Rectuirements or applicable law requires That services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. The Of~'ice of School Facilities (OSFI in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including District's school facilities. § 3.1.8.1 The Design-Builder shall keep the O~~+ner informed ofthe progess and quality of the Work. 9 As stated in the Design Requirements, the Design-Builder shall submit written progress repe~'~ *~''~~ ^•-~~~-, reports, photographs of Work in progress, and other data to the Owner electronically, or throueh the Owner's option, proiect management software, showing estimated percentages of completion and other information identified below: PAGE 8 .12 Additional information as desienated by the Owner through its protect management software data. requirements. § 3.1.8.2 In ~e~'s-~~er-I~€efee-~e~c~~; ~o ~~ ~~~Par~r~g-astral-ses~s ~e a~~e~ces~ es~ir~a~es:addition to the requirements of § 3.1.8.1, the Design-Builder shallprovide similar information throueh in-person progress report presentations to the Horry County Board of Education each month during one of the Board' public meetings. Design-Builder § 3.1.I0 Certifications. shall include in each Annlication for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a}that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require lmowledge, services or responsibilities beyond the scope of their services. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner ar its desi~r►ee has approved the respective Submittal. Additions and Deletlons Report for AIA Document A747T"' — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAW Doc~iment is protected by U.~. Copyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Documen4, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/2312015 under Order No.~239586206_1 which e~ires on 07!14/2016, and is not for resale. (680227943) User Notes: PAPR - 003065 5 ■- ~ • Y.' \' ~ ■" • ~ • r. • _ ~ ~. ~_ .• ~. ~ ~ ~ • . ~. ~ •, ~. ~ `~ 1. - 1 Y. - ~ ~. Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°j Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of Phis Alh" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23!2015 under Order No.0239586208_1 which expires on 07/74/2016, and is not for resale. (880227943) User Notes: PAPR - 003066 6 4.4 Design-Builder's Construction Proposal § 4.4.1 .. ..,a ....t~...:..ti,, n,.,,:,... n,.;iao_+,. n_,...,,....i .,..,.,, n.,m„_ -,~., r,,,..:,.., n..:~a,...,.. The Desi~-Builder's Construction Proposal shall include the following: .1 A' list of the ~~es~rdocuments D~ and other information, including the Design-Builder's ' ' ,original Proposal Development Documents as proposed in the Owner's procurement IeadinQ to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation .3 ~„ u..:iao..>.. moo .,a ,.,wo :.e ...~.,.t ,, e.~.e n,...._..... o,. .method: The proposed~date the Design-Builder shall achieve Substantial ~e~eHert;Completion ; .6 The date on which.the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Buitder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. S.I.2.1 The Desim-Builder shall submit three copies of all Construction Documents prepared and submitted to Re~ulatory Agencies as a portion of the permittine and approval process for this work. PAGE 11 Maintenance of Record Drawings: The Contractor shall maintain at•the worksite one (11 record conv of the Contract Documents including approved changes in good order and marked currently to record chap e~ s and selections made during performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, byway of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy o£ record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional CertiScations: When urofessional certification of performance criteria for materials, systems, or equipment is recauired by the Contract Documents, the District shall be entitled to rel~pon the accuracy and completeness of such calcularions and certifications. Contractor's Quality Control Proeram: The Contractor shall institute and maintain throughout the contract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing daily supervision and conductingfrequent inspections by the Worksite Superintendent(s). 1. Compliance with Employment Laws: By entering into a Contract Aereement, the Contractor aerees to abide by all auplicable laws pertaining to emalovment including, by way of illustration and not limitation, the foilowin¢: A. Title VII ofthe Civil Riehts Act of 1964, as may be amended. e. Age Discrimination in Employment Act of 1964, as may be amended. C. Title I of the Americans Disabilities Act of 1990, as may be amended. D, Epual Pay Act of 1963, as may be amended. Additions and peletions Report for AIA Document A141T"' — 2014. Copyright m 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 clisfributian of this AIA`' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2D15 under Order No.0239586208 1 which e~ires on 07/1M2016, and is notfor resale. User Notes: (880227943) PAPR - 003067 7 E. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, aye, handicap, or national on ~i pt when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Egual Opportunity Employer." The Contracts agrees to post in conspicuous places, visible to employees and applicants for emnlovmenk notices setting forth the vrovisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than 10 000. Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Kev Staff —Project Manaeer: The Contractor shall assign a skilled, experienced, and dedicated Protect Manaeer to the protect and identified in Exhibit A. The Project Manager shall secure the materials of proper quality and quantity to meet the Contract Documents and manage the appropriate timing of alt materials, sub-contracted work, and Contractor provided labor to ensure the continual pros?ress of the work to meet the substantial completion date. The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the protect without approval of the District. Protect Kev Staff — Worksite Suaerintendent(s): T'he Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scone of the project. Exhibit A identifies the Worksite Superintend~t(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times duringperformance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent mawperform parttime work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent or the dunes or status of same durins the course of the aroiect without approval of the Districk The Worksite Sunerintendent(s) shall enforce strict discipline and good order among the Contractor's representatives, agents, empiovees, subcontractors and suppliers. Worksite Communications: The Protect Manager and Worksite Superintendents) are representatives of the Design Builder and communications given to them, either orally or in writing, shall be as binding as if liven to the Principal of the Design Builder. PAGE 12 § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. PAGE 13 § 5.7.2 If the Design-Builder sl~ges-desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design urofessional, Contractor or supplier. `The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the Additions and Deletions Repart for AIA Document A141TM' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Doc~iment is protected Uy U.S. Copyright Law and International Treaties. Unauthorized reproduction ordistributio~ of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Iaw. This document was produced by AIA software at 11;10:39 on 11/23/2015 under Order No.0239566208_1 which e~ires on 07/14/2016, and is not fw resale. (880227943) User Notes: PAPR - 003068 8 proposed new personnel, design professional, Contractor or supplier or {2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. PAGE 14 § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. ,~ > ~In addition to any Owner requirements to keep electronicproiect data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 4.10.2 as a record of the Work as constructed. PAGE 15 § 5.X4.3 T'he Design-Builder shall reimburse the Owner and other contractors) for costs the Owner ~ett~s-t#at-see and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities ~~ ~Ver-Igor defective construction. PAGE 16 ~~E4e~es~.s~~fess~e~sefvice~.Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify with apvropriate supporting data. direct costs attributable to the change. Direct costs attributable to the change in work shall be limited to the following: A. Costs of materials, eq~ment and processes to be incomorated into the work including costs of shipping, handling, fabricating, sales tax (8%required in Horny County and 9%within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can Ue accomplished with the existing work force, in conjunction with other concurrent work, and during the current aparoved contract time. The hourlv.labor rate for any additional contract time or laborers shall be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. • ,~ ' .Costs of fringe benefits for additional direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equivment rented/leased shall not customarily be owned by Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°J Document is protected Uy U.S. copyright Law and International Treaties. Unauthorized reproduction or ciistrihution of this AIAm ❑ocument, or anV portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_7 which e~ires on 07!14/2016, and is notfor resale. (880227943) User Notes: PAPR - 003069 9 the Contractor or anv subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be urovided to document the cost of rental or lease of machinery or equipment. The District shall not pav for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. se~s E. Costs of permits or inspection fees directly attributable to the change in work and not included as dart of the Contractor's requirements nor attributable to the Contractor's nonperformance ornon-conformance to the Contract Agreement. F. Other such direct costs directly attributable to the work and approved by the District. G. Anv.additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. The Contractor shall be responsible for notifvin~ the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost Data or actual costsJustified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: ;A. Labor hours and fringe benefit costs of the worksite superintendents) when such costs were included or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required comvletion date. T'he Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers a Contractor employees. C. Costs related to use rental, purchase or replacement of e ui ment generally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, si~naQe, fencing, vehicles, fuel, and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including parkin, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. '~~ -~" .:~,.QE. ~-' Costs attributable to expediting delivery of materials, equipment or processes including televhone calls, facsimile transmissions. copvine, employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office, home office or corporate office as well as office staffing. equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. 7. Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the chance in contract pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. Additions and Deletions Report for AtA Document A141TM — 2014. Copyright O 2004 and 2014 by The American lnstituta of Architects. All rights reserved. WARNING: This AIA°1 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`" 10 Document, or any portion of it, may result in severe civil and criminal penalties, and will de prosecutetl to the maximum extent possible under the law. This document was produced by AIA software at 11:10;39 on 11/23/2015 under Order No.02395862D8 1 which e~iras on 07/14/2016, and is not for resale. (860227943) User Notes: PAPR - 003070 C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5% is allowable by the Contractor for administration of the sub-contract. • .Retaina~e• The District requires a retaina~e of three and one-half aercent (3.5%) of the total contract price, as may be amended by any approved Change Order, to be withheld from the Contractor's ~avments throughout the term of the Agreement and payable at the time of final navment after al full completion of all work to be performed'and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an ai~idavit of ~avment of debts/claims, if requested by the District, for every subcontractor who performed work on the proiect evidencing they have received final payment of undisputed work and retaina~e withheld. As a condition of the contract no more than three and one-half percent (3.5%1 shall be retained from the nroaress payments of any subcontractor by the Contractor until final completion of that portion of the work. Promvt vayment of retainage to all subcontractors at final completion of their acceptable work reeardless of timine during the conhact is mandatory. 'The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. PAGE 18 § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner, The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to ~ ~~'••^+~ ~•;~~ ~°~~ ~~~-~~ m~~'~~~:~'~ ' .give notices of proiect > > commencement and take other action to protect the integrity and exclusivity of the proiect uavment bond(s). PAGE 19 § 7.2.4 The Owner shall cooperate with the Design-Builder in securing other permits, licenses and inspections. gland development, zoning, and § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Buiider may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's D~~~~~~, 'T''~~~~~"~~ ~'~~ T'~~:~~~ ~..;,a~~ .Proposal.. PAGE 20 § 7.3Z Upon review of the Submittals required by the Design-Build Documents, the Owner or its desi nee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, v✓ithout prejudice to other remedies the Owner. may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then ox thereafter due the Design-Builder are not sufficient to cover such amounts, the Add(tions and Deletions Report for AIA Document A141*M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and InEernational Treaties. Unauthorized reproduction or distribution of this AI/i' Document, or any portion of it, may result in severe civil and criminal penalties, and wfi! be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003071 ~ .~ Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project (or defined component thereofl the ten-dayperiod referenced herein is reduced to five (51 days during the 60 days prior to substantial completion as shown on the last schedule properly submitted under § 3.1,9. 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND F1NAL COMPLETION OF THE WORK. The Owner and the Contractor aggee that time is of the essence and that the Owner will suffer significant damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatabie classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the proiect; loss of rental of the project; security risks due to comin~lin~; of proiect workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfuushed work on the campus during the academic term; general disruption of the teaching and leamingprocess due to proiect activities during the academic term; moving equipment durine the academic term when students and full staff are present; harm to the Owner's reputation and established ~oodwiil anions the communityparents, students, and staff due to late delivery of the project; toss of student morale and academic performance due to the on~oin~ Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of alI the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damaees of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, lictuidated damages of $500 will be due from the Design-Builder to the Owner. § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; ar delay in purchase of anyproiect property or owner provided survevin~ and testing of such proaertyl: or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. PAGE 21 • • b & 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time extension reciuest shall be in writing and submitted to the District with its Application for Pavnnent. The approved extension of time shall be incorporated in the next Chanr~e Order. & 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered iustification for an e~ctension of time. If adverse weather days beyond the two (2) days anticipated are substantiated by written ~NOAA1 data indicatingprecipitation greater than 10" occurred that day an extension of time will be allowed to the extent of one (1) full day of extended time for each full woricinQ day of adverse weather conditions . . If the precipitation over 10" is so Great that it causes subsequent work days to be lost those days may also be requested as a time e~ctension and will be granted day for day basis for days lost in construction operations . A request for adverse weather e~ension shaII not be allowed after the date established for substantial completion. PAGE 22 Additions and Deletions Report fo► AIA Document A141T"~ — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° ,~ 2 Document, or any portion of it, may result in severe civ11 and criminal penalties, and wail 4e prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (880227943) User Notes: PAPR - 003072 § 9.3.1 Qtleastlea-TWENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. SEE 5 A.1.5.1.3 FOR SCHEDULE. In accordance with the schedule set forth in $ A.1.5.1.3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. PAGE 23 .7 repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. ~.-.~:^'- ~ .~~. ~ .:a,~~~ ...:Fw:~ ~ ~ a~..~, +~.o owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see ontractor. to the payment of money to a Consultant or PAGE 24 § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept ubmit to the Owner separately, is substantially complete, the Design-Builder shall an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall ' review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another ~~te~iex:review of the Work by the Owner. Additions and Deletions Report for AIA Document A141TM~ — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protecEed by U.S. Copyright Law and InEernatio~af 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 11:10:39 on 11/23/2015 under Order No.02395s6208_1 which e~ires on 07/1M2016, and is not for resale. (860227943) User Notes: PAPR - 003073 13 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will ~e~e~e~ t'~~-~'...~~~'~ ~;~--~«~.r~ obtain for the Owner an occu~ancypermit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly ~ee~ review the area to be occupied or portion of the Work to be used in order to determine and record the condition of tfie Work. PAGE 25 .2 .3 .4 failure of the Work to comply with the requirements of the Design-Build Documents; e~ terms of special warranties required by the Design-Build ~ee ea~Documents; post-occupancy services to be provided by or through the Design-Builder. PAGE 27 § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconformine Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within ~est~te~s;the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During ~e~e~e-yes~thiS period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. This year period for correction of Work shall be extended with respect to portions of Work § 11.2.2.2 first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. This period for correction of Work shall not be extended by corrective Work performed by § 11.2.2.3 the Design-Builder pursuant to this Section 11.2. PAGE 28 Additions and Deletions Report for AIA Document A147'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or ctisfri6ution of Phis AfA" Document, or any portion of it, may result in severe c1vi1 and criminal penalties, and wi116e prosecuted to 4he maximum extent possible under tho few. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is notfor resale. (880227943) User Notes: PAPR - 003074 14 § 11.2:5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the arse-yew two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written agreement specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service ^'~'^ ^^a ~~~^'^^~~~~'~~ for purposes of constructing, using, maintaining, altering and adding to the T'~~:~~« .. .:aoa «,,..« ~~.,, n..».e. ~.,,.~....,,:,,n<...o.f ..,,,.. ;+~ „~;n„f;,~., . Proiect. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service ~~'~'~~ ^~a ~-•^'~•^~••^'~~ for use in performing services or construction for the Project. . . 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototvne" design under South Carolina Board of Architectural Examiners re~ialations and policies. Anv architect receiving the on ginal plans from the Owner must first acknowledge and accept full responsibility for the adequacy of the design for its new proiect, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architects) for other Projects, then the original Architect, if not retained for the other proiect(s) shall be relieved of any liabilities arising out of the other Prolect(s) and the Owner will indemnify and hold harmless the original Architect from anYClaims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. T}te Design-Builder's licenses from the Architect and its Consultants and Contractors shall also.allow the Owner, in the event this ~-~ ~:.:'.a_:'~ Agreement is terminated for any reason '" .."w.. w".~ a,F.:'.: ~`:!:~ ^~:...~..,. ... +'.:~ _. _::* F'.:~ ?~~ 'b" V ,to obtain a limited, irrevocable and non-exclusive license ^^'^'•~ ~~~' ~~~^'••^~•~~'~~ for purposes of constructing, using, ~ +„ ..,,..,,,,wo e..,.k;~o~ ~~~a~a «~..., ,tio n..~.o.. iii .. maintaining, altering and adding to the Project, ' to South Carolina regulations and policies concerning successor design professionals... .sub'ect § 12.3.2 Tn the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The n..~~ ~~ '~ ''~~ ~.,'~~' > > Additions and Deletions Report for AIA Document A141TM' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°j Document is protected Uy U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`" ,~ 5 Document, or any portion of it, may result in severe civil and criminal penalties, and will bo prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (880227943) User Notes: PAPR - 003075 c~~~:~~ ,'" '' 'T'"~ terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Ageement for cause under Sections 13.1.4 or 13.2.2. PAGE 29 § 13.1.6 In the event of termination not the fault o€the Design-Builder, the Design-Builder shall be compensated for termination and any other Work performed prior to expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. PAGE 30 § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate fhe Contract and recover from the Owner payment for Work executed, including reasonable overhead and ~e€~profit on that executed Work and costs incurred by reason of such *~---~:~~*:~~, ~a a~~~~~~. termination. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for :Contract and are expressly included in the performance of such payments shall survive termination of the C the Work covered by the Design-Builder's performance bond. PAGE 31 § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive , payment for Work executed, and costs incurred by reason of such .termination. § 14.1.2 Time Limits on Claims. T'he Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time , period specified by ..:..w .w:,, c.,,.F:,,.. ,~ , .law. PAGE 32 .. , .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the ~le:Work and otherwise available under this Agreement. Additions and Deletions Report for AIA Document A141TM —2014. 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 Infernationai Treaties. Unauthorized reproduction ar distribution of this AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extent possible unciar the Iaw. This document was produced by AIA software at 11:70:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/1M2016, and is not for resale. (880227943) User Notes: PAPR - 003076 16 PAGE 33 § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The ,' , mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. , ~. rl.: i+ti. n..1.:+.~..4:.... «.~:{ie~r~ fn l.e aumnr~ava_ .. f • • • n4 .7..nr..~:l.o.a :.. 41. 0 ~ .«:11~e... r «+ Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`'' ~ 7 Document, ar ally portion of it, may result in severe civil and criminal penal4iQs, and will be prosecuted to the maxlrnum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.D239586208_1 which expires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003077 The Contract shall be governed by the law of the place where the Project is ne~e~i.Fi.a nr1.:4v...ti.... n.. Fl.n .....41....E ..F l.r...~:«rr .a:n«..4n r n..~..{:..v. ~~ ~ 4{.0 L'e.~.~«n •~ ~,-~^rlocated. PAGE 34 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address lmown to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or anv internal messaging functionality of BIIvL and/or project manaeement software used by the parties for the nroiect. PAGE 3S Conduct of the Design-Builder's Principals, Employees, Agents and Reuresentafives The safety and security of District staff, students and the genera! public are of utmost priority to the District To that end the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees a@ents or representatives, or subconixactors of the Design-Builder, including all Design Consultants, to the following: A. No drugs alcohol knives firearms or other weapons on District property, whether or not there is an existing occupied building; B. No fraternizing with threats to or use of abusive or profane lan~ua~e in the presence of students, parents, visitors, or District representatives, agents, or employees, C. No imuroper attire, acfions or gestures while on any District aroperty. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1 000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, aeent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Design-Builder's Principals employees agents and representatives and subcontractors performing work on District property and contractually require the same of all Design Consultants their employees agents and representatives No employees agents or representatives or subcontractors of the and Design Builder having committed violent crimes crimes against children, or crimes of moral turpitude are allowed access to the District's premises Such SLED criminal backparound checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the District's leeal counsel immediately upon request: Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the desien of the Pro'ect amon the D e s i n B u i 1 d e r' s romotional and rofessional materials. The D e s i n Builder shall be given reasonable access to the completed Proiect Yo make such representations. T'he District shall provide professional credit for the Architect and D e s i g n B u i l d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the Districts approval of the written copy prior to submission printing and distribution. This condition shall survive termination or completion of this Agreement, Additions and Deletions Report for AIA Document A141T'" — 2074. Copyright D 2004 and 2014 by The American Insfitute of Architects. All rights reserved. WARtJING: This AIA°' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or clistrlbution of this AIA" 18 Document, or any portion of i#, may result in severe civil and criminal penalties, and will pe prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 71:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and Is not for resale. (880227943) User Notes: PAPR - 003078 Drug-Free Worlcp(ace The Architect and the Architects Design Consultants shall be responsible for initiating maintaining and supervising all drug-free nropxams in connection with the performance of this Agreement. The drug-free programs shall conform to Title 44, Chapter 107, & 44-107-10 through S 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Proiect The District shall have the right to audit the books and records of the Architect to the e~ctent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data. Such books and records related to the work covered under this Agreement shall be ~ maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Aereement. This requirement shall also apply to any Desigr► Consultants performing services under the Architect's direction. The Office of General Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architect's records related to any Project incorporated under this Ap_reement during the time frame stated in the previous paragraph. The Architect shall ensure that all records nertainin~ to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or complerion of the A~xeement. Traffic Control On-Site and Off=Site: The Desien-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Deparhnent of Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traf~'ic or pedestrians. Ttie Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Hi~hwav Administration, Manual on Uniform Traffic Control Devices for Streets and I~i~hways (Washington, DC: GPO as may be amended, to facilitate traffic control on public roads, streets, or hiehways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in nro~ress, workers equipped with flays shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while enQa~ed in directing haffic. Safety Desienee: Ttie Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. T'he competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and egxess to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term ofthe contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: T'he Iran Divestment Act List is a list published by the fStatel Board pursuant to Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: h~://procurementsc.~ov/PS/PS-irandivestment.phtmfJ Consistent with Section 11-57-310(B), the Contractor shall not contract with anyperson to perform a part of the Work, if, at the time you enter into a subcontract that~erson is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not leally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify proeram and verify the status of new employees within three business days, usine E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. Additions and Deletions Report for AIA Document A141 *"~ — 2014. Copyright ~ 2004 and 2014 6y 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 distri6utian of this AIA"~ Document, or any portFon of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003079 19 SC IlVIMIGRATION LAW. S.C. Code ~ 8-14-40 Compliance: Desi~r►-Builder certifies that the Design-Builder will comply with the requirements of S.C. Code & 8-14-10 et sea. and agrees to provide to the Owner any documentation required to establish either: (a) the applicabiliiv of that chapter to the contractor, subcontractor, and sub-subcontractor• or (b) the wmpliance with this that chanter by the contractor and anv subcontractor or sub-subcontractor. Business license insurance and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty_(30) days of e~cecution of the agreement makes this Agreement voidable at the oution of the Owner. PAGE 37 .4 nTnr t A 7 A7 TM ---._ :f,.,,....,i,.e.t ~ni ~~ w:w_. r c~ .=_..,wie u.,,;e,.tti ---r---- ~---, _-_.,-------~- - .~. :Owner's Rectuest for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education 5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. Joe Defeo Chair of the Board of Education Robert Ferris. Authorized Member Addkions and Deletions Report for AIA Document A741n" — 2014. Copyright02004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document 3s protected ~y U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~" 20 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (880227943) User Notes: PAPR - 003080 Certificafion of Document's Authenticity AIA° Document D401T~~ — 2003 I, ,hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:10:39 on 11/23/2015 under Order No. 0239586208 I from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA~ Document A141T"' — 2014, Standard Form of Agreement Between Owner and Design-Builder, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401TM' — 2003. Copyright ~ 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Doeument 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 antl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 11:10:39 on 11/23/2015 under Order No.0239586208_1 which e~ires on 07H 4/2016, and is not for resale. (880227943) User Notes: PAPR - 003081 ~~~~p~~ e:a~. a ~~~~~~ Document A141TM 2014 Exhibit A Design-Build Amendment This Amendment is incorporated into the accompanying AIA Document A141T"'-2014, Standard Form of Ageement Between Owner and Design-Builder dated the twenty-third day of November in the year two thousand fifteen (the "Agreement") (h~ words, indicate day, month and year•.) for the following PROJECT: (Name and location or address) New Carolina Forest 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 ADDITIONS AND DELETIONS: The author of Phis document has added information needed for its completion. The author may also have revised the text of fhe 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: (Name, legal status and add~•ess) Horry County Schools, South Carolina, a political subdivision of the State of South reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where Cat'ollna. the author has added to or deleted 335 Four Mile Rd. from the original AIA text. COnw3y, SC 29526 This document has important legal THE DESIGN•BUILDER: (Name, legal status and address) 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 Consultation with an attorney is also encouraged with respect to professional licensing requirements The Owner and Design-Builder hereby amend the Agreement as follows. is located. in thejurisdiction where the Project TABLE OF ARTICLES A.1 CONTRACT SUM A.2 CONTRACT TIME A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS A.5 COST OF THE WORK 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 sha11 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 117it. ~ AIA Document A1411"' — 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 ofthis AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possihle under the law. This document was produced by AIA software at 12:15:28 on 11/2?J2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (1483100794) User Notes: PAPR - 003082 (Paragraphs deleted) below § A.1.2 Stipulated Sum § A.1.2.1 The Stipulated Sum shall be forty-five million nine hundred thirty thousand two hundred twenty-seven dollars ($ 45,930,227.00), 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 PaymenEs § 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 O 20 4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'` Document is ~~rotected by U.S. Copyright Law.anci International Treaties. I)nauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result fn severe civil and criminal penalties, and wifl be ~~rosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:15:28 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1483100794) User Notes: PAPR - 003083 § 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: .1 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; .2 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 offthe 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: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the 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 ~T'ork) .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 9.103 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 Ageement 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 tofailure to achieve Substantial Completion on time orfor bonzrs payments,for early completion of the Ww•k.) Liquidated damages per A141-2014. Init. ~ AIA Document A141T'" — 2014 Exhibit A. Copyright0 2004 and 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AIA" pocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any port[on of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 72:15:28 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1483100794) User Notes: PAPR - 003084 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.: (Parpg~~aphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Purag~•aphs deleted) (Table deleted) (Parag~•aph deleted) § A.3.1.5 Allowances and Contingencies: (Ident~ any agreed upon allowances aiTd contingencies, including a statement of their basis.) 1 Allowances 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 .2 $ 1 ,500,000 $ 350,000 $ 650,000 $ 750,000 $ 150,000 $ 125,000 $ 1 ,865,000 $200,000 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. T'he Horry County Board of Education accepts the Proposal as an acceptable interpretation of the Design Requirements. (Pm~agraphs deleted) ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder's key personnel are identified below: (Identify narrae, title and contact information.) Carolina Forest Middle Schooi: Superintendent. Mark Branch Project Manager: Charlie Rollins (Paragraphs deleted) Assistant Superintendent: Gary Pipkin § 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 D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is ~frotectect by U.S. Copyright Law and International Treaties. Unauthorized re~~roduction or distribution of this AIA`J Document, or any portion of it, may result fn severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:15:28 on 11/22/2015 under Order No.0239586206_1 which expires on 07!14/2016, and is not for resale. (1483100794) User Notes: PAPR - 003085 4 ARTICLE A.5 COST OF THE WORK (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § A.5.4 Other Agreements (Paragraph deleted) § A.5.4.2 Agreements betv~~een 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. 'art ~ OWNER (Signature) DESIGN-BUILDER (Signature) Joe Defeo, Chairman of the Board of Education (Printed name and title) Robert Ferris, Authorized Member (P~•inted name and title) AIA Document A141'" — 2014 Exhibit A. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is F~rotected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, may result Iii sovere civil and criminal penalties, and will be NrosecuEed to the maximum extent possible under the law. This document was produced by AIA software at 12:15:28 on 11/27J20~ 5 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1483100794) User Notes: PAPR - 003086 5 Additions and Deletions Report for AIA~ Document A 141r"' — 2074 Exhibit A This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all texi the author has added to the standard form AIA document in order to complete it, as welt 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 Repoli and its associated document were generated simultaneously by AIA software at 12:15:28 on 11/22/2015. PAGE1 This Amendment is incorporated into the accompanying AIA Document A141T"'-2014, Standard Form of Agreement Between Owner and Design-Builder dated thetwenty-third day ofNovember in the year two thousand fifteen (the "Agreement") New Carolina Forest 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 _ . Hotr~County Schools South Carolina, a political subdivision of the State of Soutb Carolina. 335 Four Mile Rd. Conway, SC 29526 FIRSTFLOOR ENERGY POSITNB LLC, 333 Fayettevi]le St., Suite 225 Raleigh, NC 27601 [ X ] Stipulated Sum, in accordance with Section A.1.2 ~ele~ ..:.~. co,..•,.., ~.'.^ below ~D ~-~ --- «w,. t e,..:,.., .,i.....e r i e.e co,.t:,,., n .i.~ n ,i .2 ,,,. ~t n~r~ oo t,o~ ~: ~ PAGE2 § A.1.2.1 The Stipulated Sum shall be C~~',-forty-five million nine hundred thirty thousand two hundred twenty-seven dollars ($ 45,930,227.00), subject to authorized adjustments as provided in the Design-Build Documents. Additions and Deletions Report for AIA Document A141TM' — 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 tlistri6utio~i of this AIA~' Document, or any portion of it, may result In severe civil and criminal penattios, and will be prosecuted fo the maximum extent possible under tfie law. This document was produced by AIA software at 12:15:28 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is notfor resale. (1483100794) User Notes: PAPR - 003087 +~e~ Pf+se-yep-I~+~-E$9~99~ item Prise-~e~-k~i+~($9:9A~ Additions and Deletions Report for AIA Document A141TTM — 2014 Exhibit A. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"'~ Documenf 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 fhe law. This document was produced by AIA soHware at 12:15:28 on 11/2212015 under Order No.0239586206_1 which expires on 07114/2016, and is not for resale. (1483100794) User Notes: PAPR - 003088 § 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 ~avment request shall be submitted to the District by the 25"' da~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 bathe 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) andamounts the Contractor does not intend to ~av to any subcontractor or supplier where performance or material quality is in question or another dispute is pendin~If, upon review of the ~avment 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 accuratel, yreffect the percentage of completed work/services. The District shall approve and authorize payment to the Payment bathe 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 ~avment request .... , ~~ ~ c':~,.'~'~a c.,~~ ~~''~~~ ~~ § A.1.5.1.5 With each Application for Payment ~•,"~~~ ~"~''~~'~~~• c.,-~ :~'~~~~a . the `x'~~'....:~'~ ~ "..~-~~'~~a *~~..;--•..~ D~:~~,'"~ Design-Builder shall submit the most recent schedule ofvalues 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, r~~" "~ ~'~~••^~ ^~~~-~«^'.. ""~^-~ `"~ ' 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. PAGE 3 .1 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 AIA Document A141T" — 2014 Exhibit A. 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 Yhis AIA'~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:'15:28 on 11!22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1483100794) User Notes: PAPR - 003089 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 of~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 D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of Phis AIAr` Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extenE possible under ;he law. This document was produced by AIA software at 12:15:26 on 11/22/2015 under Order No.0239586208 1 which e~ires on 07/14/2D16, and is not for resale. (1483100794) User Notes: PAPR - 003090 - ~ - - - - ~. .. ._ § 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 r~~..:~~M~~t~, ;~ ~~.., requirements which extend beyond final payment § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work as follows: Mav 1, 2017. Additions and Deletions Report for AIA Document A141T"' — 2014 Exhibit A. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright.Law and Infernationai Treaties. Unauthorized reproduction or distribution of Yhis AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum eutent possihle under the law. This document was produced by AIA software at 12:15:26 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale, (1483100794) User Notes: PAPR - 003091 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 o' ~ wner'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.: Sestie~ ~. .. ~'+~le date Pages ~+41e date Rages _ ._ .. ._ .. .. .. Owner Furniture Allowance Owner Hardware Allowance Owner Controls Allowance Owner Fire Alarm Allowance Owner Special Inspections All Owner Commissioning Allowance Owner Technolo~v Allowance Owner Landscaping Allowance $ 1 ,500,000 $ 350,000 $ 650,000 $ 750,000 $ 150,000 $ 125,000 $ 1 ,865,000 $200,000 Additions and Deletions Report for AIA Document A141TM' — 2014 Exhiblf A. Copyright O 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AI A`" Dorument is protected 0y 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 possiblo under the law. This document was produced by AIA software at 12:15:28 on 11/22/2015 under Order No.D239566208_1 which expires on 07/14/2016, and is nottorresale. (1483100794) User Notes: PAPR - 003092 s Owner contin~encv 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 Desigr►-Builder's Proposal clarifies the Design-Builder's assumptions and clarifications. The Horry County Board of Education accepts the Proposal as an accevtable interpretation of the Desi~r► Requirements. :~—~e~i~te~e~Carolina Forest Middle School: Superintendent: Mark Branch ~es~~4u;~ge~Project Manager: Charlie Rollins Assistant Superintendent: Gary Pipkin SfL+a Architects: Architect, Raleigh NC Metcon/TA Loving joint venture; General Contractor, Pembroke NC PAGE 5 Additions and Deletions Report for AIA Document A141*'" — 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 disfri~ution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penaltiQs, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 72:15:28 on 11!22!2015 under Order No.023958fi208_1 which expires on 07/1412016, and is not for resale. (1463100794) User Notes: PAPR - 003093 Additions and Deletions Report for AIA Document A741'"' — 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 tY~is AIl~"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:1528 on 11/2212015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (7483100794) User Notes: PAPR - 003094 Additions and Deletions Report for AIA Document A741T"' - 2014 Exhibit A. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protecEed 6y U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any F~ortion of it, may result in severe civil and criminal penalties, and wlil be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:15:28 on 11/2?J2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is notforresale. (1483100794) User Notes: PAPR - 003095 _ ~. r _ r ■_ ~_ ~. r • ~' ~' ~. ~. ~ • ~, '- '-' ■. -"' -' - .- t. .. S ~. \1 \- ~ 1 § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build r.,,,.,,...o~+.. „a ,.,...,~ .,,,t,.e .. .,..,,ea ,,...~.o ~..,..:.. ,.c,.,,~. r,.... .. ~e ., :«u,,,,.. ~~.o ...;,... .,..t,o r,,..s ,.r.t,e co,..:,,., n .<.<, w..~......Documents. Joe Defeo, Chairman of the Board of Education Robert Ferris, Authorized Member Additions and Deletions Report for AIA Document A141T'" — 2014 Exhibit A. Copyright D 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This WA" 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 possihle under the law, This document was produced by AIA software at 12:15:26 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1483100794) User Notes: PAPR - 003096 1O Certification of Document's Authenticity AIA° Document D401T"' — 2003 I, ,hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 12:15:28 on 11/22/2015 under Order No. 0239586208 1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA~ Document A141T^' — 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) (Dated) AIA Document D401T" — 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 ba prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:1528 on 11(22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1483100794) User Notes: PAPR - 003097 ~ Document A141 - 2014 TM Standard dorm of Agreement Befween Owner and Design-Builder 1 AGREEMENT made as of the twenty-third day ofNovember in the year two thousand fifteen (2015). (In words; indicate day, month and year.) BETWEEN the Owner: (Name, legal status, add~•ess and other information) ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also and the Design-Builder: have revised the text of the original AIA standard form. An Additions and Deletions Report that Holes 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 (Name, legal status, address and othe~~ informatia7) where the author has added FIRSTFLOOR ENERGY POSITIVE LLC, necessary information and where the author has added to or deleted from the original AIA text. Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd ~ PO Box 260005 Conway, SC 29528 District Office Phone 843.488.6700 333 Fayetteville St., Suite 225 Raleigh, NC 27601 for the following Project: (Name, loccrtton and detailed description) New Carolina Forest Middle School (per Owner's Request for Proposals No. 1415-91) Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. 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. The Owner and Design-Builder agree as follows. 1111t. ~ AIA Document A141~"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and Intemationa) Treaties. UnauBiorized reproduction or distribution of this AIA~ Document, or any poRion of it, may result in severe civil and criminal pe~altios, and will bo prosecuted to the max(mum extent possible unclerthe law. This document was produced by AIA software at 12:02:17 on 11!22/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003098 .~ TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PRQGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS ARTICLE 1. GENERAL PROVISIONS § 1.1 Owner's Criteria This Agreement is based on the Owner's Criteria set forth in this Section 1.1. (Note the dispositionfor the following items by inserting the requested information or• a statement such as "not applicable" or "unknolvn at time of execution, "If the Oiimer intends to provide a set of design documents, and the requested information is contained in the design doczirrtents, identify the design documents and insert "see Oi~~ner's design documents" ~vhe~•e appropriate.) § 1.1.1 The Owner's. program for the Project: (Set forth the program, identify documentation in which the program is set forth, or state the manner in lvhich the program Neill be developed.) Per "Design Requirements" published for Solicitation No. 1415-91and .Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015. Itlft. ~ AIA Document A141T"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protected by U.S. Copyright Law and Intemationai Treaties. Unauthorized reproduction or distrihution of this AIA 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 sofhvare at 12:02:17 on 11/22/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003099 2 i .. § 1.1.2 The Owner's design requirements for the Project and related documentation: (Identify below, or in an attached exhibit, the documentation that contains the Owner's design reguirements, including any performance specificationsfor the Project.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horry County Board of Education on November 2, 2015. 1. § 1.1.3 The Project's physical characteristics: (Identify or describe, if appropriate, size; location, dimensions, or otherpertinent information, such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability ofpublic and private a~tilities and services; legal description of the site; etc.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November Z, 2015.. § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Identify the Owner's Sustainable Objective,for the Project such as Sustainability Certification, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency. If the Owner identifies a Sa~stainable Objective, incorporate AIA DocumentA141T"'L2014, Exhibit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 Number not used. § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Provide totalfor Owner's budget, and if known, a line item breakdown of costs.) Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: (Paragraphs deleted) Per "Design Requirements" published for Solicitation No. 1415-91 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: .1 Architect SFL+A Architects, P.A. 333 Fayetteville Street Suita 225, Raleigh, NC 27601. .2 Consultants Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. .3 Contractors Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. § 1.I.9 Additional Owner's Criteria upon which the Ageement is based: (Identify special characteristics ar needs of the Project not identified elsewhere, such as historic preservation requirements.) Init. ~ AIA Document A141 T"' — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and Intematioaai Treaties. Unauthorized reproductimi or distrihution of this AIA' Document, or any hortian of it, may result in severe civil and criminal penalties, and wiU be prosecuted to the maximum extent possible under the law. This documentwas produced by . AIA software at 12:02:17 on 11/22/2015 under Order No.o239586208_1 which expires on 07/14/2016, and is not for resale, (1970631282) User Notes: PAPR - 003100 3 Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3) including all post-occupancy requirements published in the solicitation as amended by addenda. § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawFul orders of public authorities, the Design-Builder sha11 notify the Owner of the conflict. § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Arricle 6. § 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed, the parties will use AIA Document E203TM2013 to establish the protocols for the development, use, transmission, and exchange of digital data and building information modeling, § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: Executive Director of Facilities (or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Highway 50 Conway, SC 29526 843.488.6965 § 1.2.2 T'he persons or entities, in addition to the Owner's representative, who are required to review the Design-Builder's Submittals are as follows: (List name, address and other information.) Owner may utilize third party project management which will also receive submittals. § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, anc~ if known, identify by name and address.) To be determined by Owner. If retained, such consultants will be identified promptly.. § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other.information.) Robbie Ferris, S.C. AR6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 § 1Z.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party. § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following: [ X ]Litigation in a court of competent (Paragraphs deleted) jurisdiction, nonjury before a circuit judge in Horry County, SC. Init. ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA" document is protected by U.S. ~opyriyht Law and International TreaEies. 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 rnaximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11122/2D15 under Order No.0239586208_1 which e~ires on 07/14/2018, and is not for resale. (1970631282) User Notes: PAPR - 003101 4 § 1.4 Definitions § 1.4.1 Design-Build Documents. T'he Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. § 1.4.3 The Work. T1ie term "Work" means the design, construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes ali labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project. § 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construction by the Owner and by separate contractors. § 1.4.5 Instruments of Service. Inshuments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. § 1.4.7 Owner. The Ovmer is the entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. T'he Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement However, it is specifically understood that the Owner (including these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as maybe applicable to such employees. . § X.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Design-Builder" means the Design-Builder or the Design-$uiider's authorized representative. § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work,. and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. Init. ~ AIA Document A741T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"~ Document is protected by U.S. Copyriyht Law and International Treaties. Unauthofizecl reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documantwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_i which e~Ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003102 § 1.4.10 Architect The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfially licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. § 1.1.12 Confidential Information. Confidential information is information containing confidential or business proprietary information that is clearly marked as "confidential." § 1.4.13 Contract'Itime. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2,1 Compensation for Work Performed Prior To Execution of Design•Build Amendment § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Insert amount of, or basisfor, compensation, including compensationfor any Sustainability Services, or indicate the exhibit in which the information is provided If there will be a limit on the total amount of compensation for Work performed prior to the execution of the Design-Build.4mendment, state the amount of the limit.) The Design-Builder may invoice the owner for $1,118,043. for its desi~ work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. . (Paragraphs deteted) § 2.1 number not used] (Paragraphs deleted) (Table deleted) § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. (Paragraphs deleted) The Owner will not pay interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. §§ 29-6-30 and 29-6-50. (Paragraph deleted) § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. ARTICLE 3 GENERAL REQUIItEMENTS OF THE WORK OF THE DESIGN-BUII~D CONTRACT § 3.1 General § 3.1.1 'The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. Building Permit and Other Permits and Fees: No general building permit is required in accordance with § 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional Init. ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U,S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA~ Dooument, or any portion of it, may result in severe c(vil and criminal penalties, and will be prosecuted to Ehe maximum extent possible underthe law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07H4/2016, and is not for resale. User Notes: (1970631282) PAPR - 003103 cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5) days .that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the project's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, a lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither theDesign-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instrucrion received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 3..1.4 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7'The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's school facilities. § 3.1.8 Progress Reports § 3.1.8.1.The Design-Builder shall keep the Owner informed of the progress and quality of the Work. As stated in the Design Requirements, the Design-Builder shall submit written progress reports, photographs of Work in progress, and other data to the Owner electronically, or through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: Work completed for the period; .1 Z Project schedule status; .3 Submittal schedule and status report, including a summary of outstanding Submittals; .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; ~~'~ ~ AIA Document A141T" — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`' Document is protected by U.S. Copyriyhi Law and Internatlonal Treaties. Unauthorized reproduction or distribution of this AtA~ Document, or any potion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (1970631282) User Notes: PAPR - 003104 .6 .7 .8 .9 .10 Pending Change Order and Change Directive status reports; Tests and inspection reports; Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; .11 Current Project cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management software data requirements. § 3.1.8.2 In (Paragraphs deleted) addition to the requirements of § 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execufion of this Agreement, shall prepare and submit for the Owner's information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules sub►nitted to the .Owner. § 3.1.10 Cerfi~cations. Design-Builder shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require Imowledge, services or responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1, (2).allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents. The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in Init. ~ AIA Document A141 T'" — 2074. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA"' ~ocumenf is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or disfrihution of this AIA° Document, or any porEion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 12:02:17 on 11/2?J2015 under Order No.0239566206_1 which e~ires on 07H4!2016, and is not for resale. (1970631262) User Notes: PAPR - 003105 $ writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. 'The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under fhe Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall famish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees. § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on acwunt thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Ownex's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder. § 3.1.14 Indemnification § 3.1.14.1 To the fullest e~ctent permitted by ]aw, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone•for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 'The indemnification obligation under.this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Conixactor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that assignment is effective only after termination of the Contract by the Owner for cause, pursuant to .1 Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. ~~~' ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All sights 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 12:02:17 on 11/2?J2015 under Order No.0239586208 1 which e~ires on X7/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003106 9 When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsiUle for all of the successor design-builder's or other entity's obligations under the ageement. § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT § 4.X General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. [Numbers §4.2 & §4.3 intentionally not used] (Pa~•agraphs deleted) § 4.4 Design-Builder's Construction Proposal § 4.4.1 The Design-Builder's Construction Proposal shall include the following: .1 A list of the documents and other information, including the Design-Builder's original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completion ; .4 An enumeration of any qualifications and exclusions, if applicable; .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shalt constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECUTION Ok' THE DESIGN-BUILD AMENDMENT § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner's information. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents. § 5.1.2.1 T'he Deslgn-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the permitting and approval process for this work. I~it. AIA Document A141T'" — 2014, Copyright O 2004 and 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`'a Document, or 2ny portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14(2016, and is not for resale. (1970631282) User Notes: PAPR - 003107 ~0 § 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Desigi-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise.and direct the Work, using the Design-Builder's best skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific inshuctions concerning these matters, § 5.2.4 The Design-Builder shall be responsible for inspection' of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.Maintenance of Record Drawings: "I'he Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Conixact Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Conhact Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor's Quality Control Program: The Contractor shall institute and maintain throughout the contract term a quality control progam, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by ail applicable laws pertaining to employment including, by way of illustration and not limitation, the following: A. Title VII of the Civil Rights Act of 1964, as may be amended. a. Age Discrimination in Employment Act of 1964, as may be amended. C. Title I of the Americans Disabilities Act of 1990, as may be amended. o. Equal Pay Act of 1963, as may be amended. e. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than $10,000. Ini~ ~ AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 byThe American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and wlU be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Ober No.0239586208_7 which e~ires on 07H4/2016, and is not for resale. (1970631282) User Notes: PAPR - 003108 .) ~ Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager to the project and identified in Exhibit A. The Project Manager shall secure the materials of proper quality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without approval of the District. Project Key Staff — Worksite Superintendent(s): The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. T'he Contractor shall not change any Worksite Superintendent or the duties or status of same during the course of the project without approval of the District. The Worksite Superintendents) shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: The Project Manager and Worksite Superintendents) are representatives of the Design Builder and communications given to them, either orally or in writing, shall be as binding as if given to the Principal of the Design Builder. § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. § 5.3.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions only in accordance with Article 6. § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Work. The Design-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. § 5.5 Permits; Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the ~n~~ ~ AIA Document A741'" — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA''' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of thi^, AIA4 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07(14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003109 ,~ 2 Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in. the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14. ~ i § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of buKial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 14. j § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection. i § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to theDesign-Builder of materials and equipment delivered at the site and all required taxes, less applicable bade discounts; .2 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section 5.6.2.2. j ~ i § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Buildex shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the.Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build.Amendment, shall famish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a Init. ~ AIA Document A147T'" — 2074. 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 Internafianal Treaties. Unauthorized reproduction or distribution of this AIA`0 Document, or any portion of it, may resulfi in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible undertha law. This documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003110 ~ 13 special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. § 5.8 Documents and Submittals at the Site In addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Worlc. § 5.11 Cleaning Up § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project. § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and.progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14. § 5.13.1.2 When separate wntracts are awarded for different portions of the Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Init. ~ AIA Document A141'" — 2014. Copyright ~ 2D04 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 12:02:17 on 11/22/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (1970631262) User Notes: PAPR - 003111 14 Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder, separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs conshuction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of the Design-Builder to report shall constitute an aclrnowledgment that fhe Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable. § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities or defective construction. § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in Section 5.10. § 5.15 Owner's Right to Ctean Up If a dispute arises among the Design-Builder, separate contracto►•s and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrotanding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 6 CHANGES IN THE WORK § 6.1 General § 6.1.1 Changes in the Work maybe accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following: .1. The change in the V✓ork; The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the .2 Design-Build Amendment, the adjustment in the Design-Builder's compensation; and The extent of the adjustment, if any, in the Contract Time. .3 Init. ~ AAA Document A141 T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Dpcument is protected by U.S. Copyright Law and lnternationai Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civ(I and cNminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (1970631282) User Notes: PAPR - 003112 ~5 § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, ifprior to execution ofthe Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjushnent to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjushnent in the Design-Builder's compensation, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 6.3.7. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted. § 63.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such ageement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder's compensation, the Owner shall determine the method and the adjushnent on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 63.3.3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following: .Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify with appropriate supporting data. direct costs attributable to the change. Direct costs attributable to the change in work shall be limited to the following: A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping, handling, fabricating, sales tax (8%required in Horry County and 9%within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existing work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any addirional contract time or laborers shall Init. ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unaufhorizeci reproduction or distrihution of this AIA~ ❑ocument,or any portion of it, may result in severe civ(I and criminal penalties, and will be prosecuted to Ehe maximum extent possible underthe law. Thls document was produced by AIA soHwara at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and is not for resale. (1970631262) User Notes: PAPR - 003113 ~6 be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. C. Costs of fringe benefits for additiona(duect labor, including social security, unemployment or other taxes, health and workers' compensation inswances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by the Contractor or any subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shall not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. E. Costs of permits or inspection fees directly attributable to the change in work and not included as pazt of the Contractor's requirements nor attributable to the Contractor's nonperformance or . non-conformance to the Contract Agreement. F. Other such direct costs directly attributable to the work and approved by the District G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. The Contractor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Consh~uction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: A. Labor hours and fringe benefit costs of the worksite superintendents) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly amibutable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived addirional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of equipment generally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, signage, fencing, vehicles, fuel, and so forth. D. Transportation or h~avel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including parking, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. E. Costs attributable to expediting delivery of materials, equipment or processes including telephone calls, facsimile transmissions, copying, employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office, home office or corporate oi~ce as well as office staffing. equipment and wnsumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. J. Other such indirect costs of doing business or costs normally considered inclusive in overhead.. Allowable Overhead and Profrt Charges: Additional overhead and profit attributable to the change in contract Init. ~ AIA Document A141T"' — 2074. Copyright 0 2004 and 2014 by The American Institute of Architects. Ail 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 if, may result fn severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_i which e~ires on 07/1412016, and is not for resale. (1970631282) User Notes: PAPR - 003114 ~7 pricing shall not exoeed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a malcimum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. Retainage: The District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by any approved Change Order, to be withheld from the Contractor's payments throughout the term of the Agreement and payable at the time of final payment after a) full completion of all work to be performed and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and one-half percent (3.5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of timing during the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions aze involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right of Design-Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for al] or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILTTIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with reasonable promptness. Init. ~ AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~O Document, or any portion of if, 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 et 12:02:17 on 11!22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1970631262) User Notes: PAPR - 003115 ~8 § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazazdous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner's control, § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoning, and other permits, licenses and inspections. § 7.2.5 "The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work ornon-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design-Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Buildex may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Proposal.. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services,furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineers) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the. accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining that the Submittals are in conformance with the Design-Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner's action will be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under Sections 3.1.11, 3.1.12, and 5.2.3. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component. Init. ~ AIA Document A147 *"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" Document is protected by U.S. Copyriyht 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 wlll be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11!22/2015 under Order No.0239586208_1 which expires on 07H4/2016, and is not for resale. (1970631282) User Notes: PAPR - 003116 ~9 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and }programs in connection with the Work, because these are solely the Design-Builder's rights and . responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Buildex, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Desig►-Builder or any other person or entity, except to the event required by Section 5.13.13. § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written nonce from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Ovmer. For Work on the critical path to beneficial occupancy of the Project (or defined component thereofl the ten-day period referenced herein is reduced to five (5) days daring the 60 days prior to substantial completion as shown on the last schedule properly submitted under § 3.1.9. ARTICLE 8 TIIVIE § 8.1 Progress s►nd Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder's failwe to obtain insurance required under this Contract. § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORK. Init. ~ AAA Document A141T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. CopyrighE Law anti InternaEional Treaties. Unauthorized reproduction or dis4ribution of this AIA`'-0 Document, or any portion of it, may result in severe civ(1 and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11!22/2015 under Order No.0239586208_1 which e~ires on 07/14/2D16, and is not for resale. (1970631282) User Notes: PAPR - 003117 20 1~e Ovmer and the Contractor agree that time is of the essence and that the Owner will suffer significant damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of project workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption of the teaching and learning process: due to project activities during the academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. 'The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Owner. § 8.2 belays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progess of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or delay in purchase of any project property or owner provided surveying and testing of such property); or by an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. (Paragraph deleted) § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time extension request shall be in writing and submitted to the District with its Application for Payment. The approved extension of time shall be incorporated in the next Change Order. § 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time. If adverse weather days beyond the two (2) days anticipated are substantiated by written (NOAH) data indicating precipitation greater than .10" occurred that day an extension.of time will be allowed to the extent of orie (1) full day of extended time for each full working day of adverse weather conditions . . If the precipitation over ,10" is so great that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment. § 9.2 Schedule of Values Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. ~~~~ ~ AIA Document A147 "" — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. A11 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 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is notfor resale. (1970631282) User Notes: PAPR - 003118 2,~ § 9.3 Applications for Payment' § 9.3.1 At least TWENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. T'he application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or offthe site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored affthe site. § 9.3.3 T'he Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, a(1.Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design-Builder, Architect, Consultants, Contractors,. material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment SEE § A.1.5.1.3 FOR SCHEDULE. In accordance with the schedule set foirth in § A.1.5.1.3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold Certification § 9.5.1 T'he Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may ba necessary to protect the Owner from loss for which the Design-Builder is responsible because of .1 defective Work, including design and construction, not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or .3 others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a separate contractor; .5 Init. ~ AIA Document A141T" — 2014. Copyright ~ 2004 and 2074 by The American Institute of Architects. All rights reserved. WARNING: Yhis AIA"' Document is protected by U.S. Copyright Law and International Treaties. UnauthorizeA reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 71/27J2015 under Order No.0239586208_i which expires on 07/1412016, and is not for resale. (1970631282) User Notes: PAPR - 003119 22 .6 .7 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to wver actual or liquidated damages for the anticipated delay; or repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9.5.13, the Owner may, at its sole option, issue•joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services' or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design-Builder. § 9.6.4 T'he Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor. § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. (Pa~•agraph deleted) § 9.7 failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days' writken notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the IniY. ~ AIA Document A141 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Ian. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003120 23 Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall submit to the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another review of the Work by the Owner. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will obtain for the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance, and consent of surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maint~ance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents. § 9.10 final Completion and Final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. Init. ~ AIA Document A147T'" — 2014. Copyright ~ 2004 and 2014 by The American Inslitute of Architects. All rights reserved. WARNING: This AIAm Document is protested by U.S. Copyright Lew 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 12:0217 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003121 24 When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Owner or the Owner's property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment, (5} as-constructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and.waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such forth as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been famished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Design-Build Documents; .3 terms of special warranties required by the Design-Build Documents; .4 post-occupancy services to be provided by or through the Design-Builder. § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment. . ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or offthe site, under care, custody or control of the Design-Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design-Builder; and other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, .3 roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction. Init, ~ WARNING: This AIA"' Document is p`~A Document A141Tr^ — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. protected by U.S. Copyright Law and InternaEional Treaties. Unauthorized reproduction or distribution of this AIA`p Document, or any portion of it, may result in severe civil and criminal penalties, and w)II be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003122 2r J § 10.2.2 'The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. § lOZ.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder's organization, at the site, whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regarding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent Foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material ar substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Conixact Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder's reasonable additional costs of shut-down, delay and start-up. Init. ~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Document is pruEecfed by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of if, may result in severe civil and criminal penalties, and will be prosecuted to the maximum exFent possible under the law. This documentwas produced by AIA sofN+are at 12:02:17 on 11/22/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (1970631262) User Notes: PAPR - 003123 26 § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design-Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, siclmess, disease ar death, or to injury to, or destruction of, tangible property (other than the Work itselfl, except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 103 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner's Criteria. The Owner shall be responsible for materials or substances required by.the Owner's Criteria, except to the extent of the Design-Builder's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) where the Design-Builder fails to perform its obligations under Section 103.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. § X0.4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder's discretion, to prevent threatened damage, injury or loss. ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design-Builder has covered to determine ifthe Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust the Contract Time and Contract Sum, as appropriate. If such Work is not in accordance with the Design-Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder's eacpense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. § 11.2 Correction of Work § 11.Z.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.Z After Substantial Completion § 11.2.2.1 Tn addition to the Design-Builder's obligations under Section 3.1.12, if, within thethree-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the res~uirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim Init. ~ AIA Document A741'"' — 2074. Copyright m 2004 and 2014 by The American Institute of Archliects. 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 penai6es, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale, (197D631282) User Notes: PAPR - 003124 27 for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § I1.2.2.2 This year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 This period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design-Builder's correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written agreement specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. ARTICLE 12 COPYRLGIiTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. § 12.2 The Desigr►-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § I2.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service for purposes of constructing, using, maintaining, altering and adding to the Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the Project. 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Boazd of Architectural Examiners regulations and policies. Any architect receiving the original plans from the Owner must first aclmowledge and accept full responsibility Init. ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" ❑ocument is profocted by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~ DocumenE, or any portion of it, may result in severe civ(I and crim)nal penalties, and will be prosecuted to the maximum extent possible under the law. Thls document was produced by AIA software at 12:02:17 on 11!22/2015 under Order No.0239566208_1 which e~ires on 07!14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003125 28 for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architects) for other Projects, then the original Architect, if not retained for the other project(s), shall be relieved of any liabilities arising out of the other Projects) and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. 'The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive license for purposes of constructing, using, maintaining, altering and adding to the Project, subject to South Carolina regulations and policies concerning successor design professionals... § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The terms of this Section 123.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design-Builder's option, cause for suspension of performance of services under this Agreement. If.the Deslgn-Builder elects to suspend the Work, the Design-Builder shall give seven days' written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. Before resuming the Work, the Design-Builder sha11 be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the Work performed prior to notice of such suspension. When the Project is resumed, the Design-Builder shall be compensated for expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days' written notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terns of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Design-Builder for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2,1. § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or '~~ ~ AIA Document A147T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIP:" Document is protected by U.S. Copyright Law and Infernationai Treaties. Unauthorized reproduction or distribution of flits AIAm Document, ar any portion of it, may result in severe civil and criminal penalties, and will ba prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003126 29 employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons: Issuance of an order of a court or other public authority having jurisdiction that requires all Work to .1 be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or .4 The Owner has failed to furnish to the Desigr►-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. § 13.2.1.2 T'he Design-Builder may terminate the Contract if, through no act or fault ofthe Design-Builder, the Architect, a Consultant,'a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent o£the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 13.2.1.3 If one of the reasons described in Section 13,2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit on that executed Work, and costs incurred by reason of such termination. § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Documents with respect to matters important to the progress of the Work, the Design-Builder may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.1.3. § 13.2.2 Termination by the Owner For Cause § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder .1 fails to submit the Proposal by the date required by this Agreement, a if no date is indicated, within a reasonable time consistent with the date of Substantial Completion; repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, .2 Contractors, or workers or proper materials; .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in accordance with their respective agreements with the Design-Builder; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .5 is otherwise guilty of substantial breach of a provision of the Design-Build Documents. § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety: Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and .1 construction equipment and machinery thereon owned by the Design-Builder; .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and Finish the Work by whatever reasonable method. the Owner may deem expedient. Upon written .3 request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Ovmer in finishing the Work § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and Init. ~ AIA Document A141 T'" — 2074. Copyrights 2D04 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAm Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`D Document, or any portion Qf it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07H 412016, and Is not for resale. (1970631282) User Notes: PAPR - 003127 30 damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 13.2.3.2 'The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.23.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause, § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design-Builder shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, .3 except for Work directed to be.performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Defnition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by law. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner or Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first rewgnizes the condition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4. or 9.10.5, must be initiated by prompt writ#en notice to the other party. The notice requirement in Section 14.13.1 and the Initial Decision requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Articie 13, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents. Init. ~ Institute of Architects. All rights reserved. WARNING: This AIA~' ❑ocumenf is ~A Document A147TM — 2014. Copyright ~ 2004 and 2014 by The American protected by'U.S. Gopyriyht Law and International Treaties. Unaufhorizeci reproduction or distribution of this AIA~' Docum¢nt, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1870631282) User Notes: PAPR - 003128 31 § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 14.X.6 Claims for Additional Time § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. (Paragraph deleted) § 14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for tosses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work and otherwise available under this Agreement This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Arricle 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B3.2.9 and B3.2.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure § 142.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whale. or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision because the Owner lacks su8'icient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special lmowledge or expertise who may assist the Owner in rendering a decision. The retention of such persons shall be at the Owner's e~cpense. . § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1)• provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time ar both. The initial decision shall be final and binding on the parties Init. ~ AIA Document A741TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Co~~yright Law and InternaEional Treaties, Unauthorized reproduction or distribution of this Alfi'Q Document, or any ~~o~tion of it, may result in severe civil and crlml~al penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:D2:17 on 11122!2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003129 32 but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to tt►e terms of Section 14.2.6.1. § 14.2.6.1 Either party may; within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of aDesign-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy.• (Paragraph deletea') § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. (Paragraphs deleted) ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-Build Documents. Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such assignment. § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Conixactors to execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. Init. ~ AIA Document A141T"' — 2014. Copyrights 2004 and 2014 by The American Institute of Architects. All rights reserved. WARMING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorizec! reproduction or distribution of this AIA~O Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted fo the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale, (1970631282) User Notes: PAPR - 003130 33 ;= § 15.3 Written Nofice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address lmown to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaging functionality of BIM and/or project management software used by the parties for the project. § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available bylaw. § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority; and shall bear all related costs of tests, inspections and approvals. T'he Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section. 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work. § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. Tf a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required by law or court order, including a subpoena or other form of compulsory.legal process issued by a court or governmental Init. ~ AIA Document A141T"' — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyriyht Lana and International Treaties. Unauthorizecl reproduction or distrihtition of Ehis AIA~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 documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Orcler No.0239586208_1 which e~ires on 07!14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003131 34 entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees,. consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 15.8 Interpretation § 15.8.1 Tn the interest of brevity the Design-Build Documents frequently omit modifying words such as "all" and "any" and articles such "as "the" and "an," but the fact that a rriodifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-lrnown technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. Conduct of the Design-Builder's Principals, Employees, Agents and Representatives The safety and security of District staff, students and the genera( public are of utmost priority to the District. To that end, the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees, agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the following: A. No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane language in the presence of students, parents, visitors, oc District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Design-Buildex's Principals; employees, agents, and representatives, and subcontractors, perfomvng work on District property and contractually require the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal background checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the District's legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the desi~► of the Project among the Design B u i 1 d e r' s promotional and professional materials. The D e s i g n B u i 1 d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i 1 d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other. than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condirion sha11 survive termination or completion of this Agreennent. Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-free programs In(t ~ AIA Document A141T"' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`' Document is protected by U.S. Copyriyht Law and International Treaties. Unauthorized reproduction or disfriUution of this AIA`~ Document, or any portion of it, may result in severe cfvfl and criminal penalties, and will be prosecuted to the rnaximum extent possible under the law. This documentwas produced by AIA software at 12:0217 on 11/22/2015 under Order No.0239566208_1 which e~ires on 07/14/2016, and is notfor resale. (1970631282) User Notes: PAPR - 003132 35 shall conform to Title 44, Chapter 107, § 44-107-10 through § 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data.. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement This requirement shall also apply to any Design Consultants performing services under the Architects direction. Th.e Office of General'Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architect's records related to any Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Department of Transportation. 'The worksite shall be confined to the smallest area. possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Highway Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in progess, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and egess to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: The Iran Divestment Ad List is a list published by the [State] Board pursuant to Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: http://procurement.sc.Gov/PS/PS-irandivestment.phtm(.) Consistent with Section 11-57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter into a subcontract, that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security.'s Verify progam and verify the status of new employees within three business days, using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. SC IMMIGRATION LAW. S.C. Code § 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will comply with the requirements of S.C. Code § 8-1410 et seq. and agrees to provide to the Owner any Init. ~ AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ~ocumen4 is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIACO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent pussihle under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (1970631262) User Notes: PAPR - 003133 36 documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that ctcapter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty {30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. ARTICLE l6 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents Listed below: .1 AIA Document A141TM-2014, Standard Form of Agreement Between Owner and Design-Builder .2 AIA Document A141TM-2014, Exhibit A, Design-Build Amendment, if executed .3 AIA Document A141T"'2014, Exhibit B, Insurance and Bonds Owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the .4 same as accepted by the Horry County Board of Education. (Paragraphs deleted) .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. This Agreement entered into as of the day and year first written above. Init. ~ OWNER (Signature) DESIGN-BUILDER (Signatu~•e) Joe Defeo, Chair of the Board of Education (Printed name and title) Robert Ferris, Authorized Member (Printed name and title) AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Documenf 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 prosecuteQ to the maximum extent possible underthe law. This documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale, (1970631282) User Notes: PAPR - 003134 37 Addifions and Deletions Report for AIA~ Document A141'"' — 2094 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 Addit(ons and Deletions Report and its associated document were generated simultaneously by AIA software at 12:02:17 on 11/2212015. PAGE 1 AGREEMENT made as ofthetwenty-third day of November in the year two thousand fifteen (2015). Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd ~ PO Box 260005 Conway, SC 29528 District Office Phone 843.488.6700 FIRSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St.. Suite 225 Raleigh, NC 27601 New Carolina Forest Ivliddle School filer Owner's Request for Proposals No. 1415-91) Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. PAGE 2 ~ cTnining~€ R~BJ€GTE Per "Desien Requirements" published for Solicitation No. 1415-91and . DesiQn-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horny County Board of Education on November 2, 2015. PAGE 3 Per "Desiar► Renuirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horry County Board of Education on November 2, 2015. 1. Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Provosal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. Additions and Deletions Report for AIA Document A141T"` — 2014. Copyrights 2004 and 2014 by The American Institute of Architects. All fights reserved. WARNING: This AIAQ1 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion bf it, may result in savors civil and criminal penalties, and will 6e prosecuted to the maximum extent possible wider the law. This document was produced by AIA software at 12:02:17 on 11/22!2015 under Order No.0239586208_1 which expires on 07/1M2016, and is not for resale. (1970631282) User Notes: PAPR - 003135 ~ Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 ~, , .. ~,~,. Number not used. Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2, 2015. § 1.1.7 T'he Owner's design and construction milestone dates: Per "Design Requirements" published for Solicitation No. 1415-91 SFL+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. PAGE 4 Additions and Deletions Report for AIA Document A141T" — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected Uy U.S. CopyriyhE Law anti International Treaties. Unauthorized reproduction or distribution of this AI A'^ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/2212015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1970631282) User Notes: PAPR - 003136 2 Per "Design Requirements" published for Solicitation No. 1415-91 fSummary of Services Required, Article 3~ including all Host-occupancy requirements published in the solicitation as amended by addenda. Execurive Director of Facil ities {or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Highway 50 Conway, SC 29526 843.488.6965 Owner may utilize thirdpartyproiect management which will also receive submittals. To be determined by Owner. If retained, such consultants will be identified promptly_, Robbie Ferris, S.C. AR.6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 {--~ Litigation in a court of competent~stieff ~ ~--13t~er~ee~} jurisdiction, nonjury before a circuitjud~e in Horny County, SC. PAGE 5 § 1.4.7 Owner. The Owner is the ~e~se~-e~-entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Aexeement. However, it is specifically understood that the Owner (including these~agents and emaloveesl has no obligation or duty to apvly specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Aereement as a design professional or specially skilled and knowledgeable construction industry member or construction manager and this princiale applies regardless of the Owner's position titles or office division titles as may be annlicable to such emnlovees. PAGE 6 Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to Uie maximum extant possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07H4/2016, and is not for resale. (1970631282) User Notes: PAPR - 003137 3 The Design-Builder may invoice the owner for $1,118,043. for its desien work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment, 2.1 number not usedl Rate .~ lltL.o« D«.,.o..t ,.ol.,ro,J ., ...1;t....o.. :F,...~4.,,..:.,0,7 :« .,,7..,.«..o 1.,. +l.o /1.,...o._ 0 .zF tl.., .~ ...~,7 § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. ..:1:«... ~:....., t:«.o t., t:...,. ..s d.~ .. .....1 ..1....0 ..4'L.,. ~:.. o.... .,F tl.e Tlo..:..« R,,;l.le.- —The Owner will not pav interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. &S 29-6-30 and 29-6-50. Building Permit and Other Permits and Fees: No general building permit is required in accordance with 6-9-110 of the South Carolina Code of Laws; however, the Contractor shalt be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and day for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5) days that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the nroiect's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. Additlons and Deletions Report for AIA DocumenE A141T"' — 2014. Copyright O 20D4 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. l)nauthorized reproduction or clisfribution of this AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (1970631262) User Notes: PAPR - 003138 4 PAGE 7 § 3.1.4 The Design-Builder shall be responsible to the Owner for eeEs-acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Desigfl-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. The Office of School Facilities (OSF) in coniunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's school facilities. § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. 9+~-a-~er~4k~ s..,,.:..~ „ „«wo....,:.,o ., e°a .,. w...,~e n.,,~o_ ,..,a „e,.:,.., a.,:,,,o..~ As stated in the Design Requirements, the ,reports, photographs of Work in progress, and Design-Builder shall submit written progress other data to the Owner electronically, or through the Owner's option, proiect management software, showing estimated percentages of completion and other information identified below: PAGE 8 .12 Additional information as designated by the Owner through its project management software data requirements. § 3.1.8.2 In .3 ~~~* ~ -~., ~ ~^~.^' ^^^*~ *~ „^a^*~a ^^^* ~~«;-~~~~-addition to the requirements of & 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings., ~.:~ae,. ~~,,,n ..~.~.. ~enDesign-Builder § 3.1.10 Certifications. r r «,.,..,.. _~,. _:.«e e e..~~ .,,e „e shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their lrnowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and {b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require Irnowledge, services or responsibilities beyond the scope of their services. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. Addit(ons and Deletions Report for AIA Document A147TM — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WAFNING: This AIA~' Document is protected by U.S.'Copyright Law and International Treafies. Unauthorized reprotluction or distribution pf this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possiBle under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~lres on 07!14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003139 5 PAGE 10 (Numbers &4.2 & §4.3 intentionally not usedl r.. ~ . ~ r.. ~ _ ~ • • •. ~ ~_ ~ _ ~ ~ ■_ • -o ~' ~- ~ ' ~- - - Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright OO 2004 and 2D14 by The American Institute of Architects. All rights reserved. WAh'tdING: This AIA~ Document is protected Uy U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in see ere civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 12:02:17 on 11/27J2o15 under Order No.0239586208_1 which e~ires on 07!14/2016, and is notfor resale. (1970631282) ~ User Notes: PAPR - 003140 s 4.4 Design-Builder's Construction Proaosal § 4.4.1 . . ...,w...;t+wo ro..:,.., n..:tao..~~ ~..,.,.,,....i s,. .e.,, n.....,.. art., r~,,..:,,~., n..:ta,,..+.. The Design-Builder's j,:~..p~:.-a .~ Construction Proposal shall include the following: .1~ A list of the D~~':m:~~~•. T'~~:~-~ documents and other information, including the Design-Builder's ' ' , riginal Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation m~+"~a ~~a, :~"~~~a ..~~~'"~ r'^~~ ~~*"~ .3 ;method• The proposed date the Design-Builder shall achieve Substantial Ee~et+eFr;Comoletion ; .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. S 5.1.2.1 Tlie Design-Builder shall submit three copies of all Consixuction Documents prepared and submitted to Reaulator~A~encies as a portion of the permitting and approval process for this work. PAGE 11 Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (11 record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during_performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by.wav of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paver copy of record drawings of "as-built" detail to the Architect at final completion of all work, excludingpunch list items as required by the Contract Documents. Professional Certifications: When professional certification of uerformance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor's Oualifv Control Program: The Contractor shall institute and maintain throughout the contract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providingdaily ~s ervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Comulianee with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all annlicable laws vertainine to emvlovment including, by way of illustration and not limitation, the following: A. Title VII ofthe Civil Rights Act of 1964, as may be amended. a. Age Discrimination in Employment Act of 1964, as may be amended. C. Title I ofthe Americans Disabilities Act of 1990, as may be amended. v. Equal Pav Act of 1963, as may be amended. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°i Document is protectQd by U.S. Copyriyht Law and 1~lternational Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and crimLial pena[tfes, and will 4e prosecuted to the maximum extent possible midst the law. This document was produced by AIA software at 12:02:17 on 71l27J2015 under Order No,0239586208_1 which e~ires on 07114/2016, and is not for resale. (1970631282) User Notes: PAPR - 003141 7 E. Fair Labor Standards Act, as may be amended. F. South Caro]ina Waees Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act Code 42-I-10 et seq., as may be amended. The Contractor shall not discriminate against any emplowee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "E~nal Opnortunity Emnlover." The Contractor agrees to post in conspicuous places, visible to emnlovees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than 10 000. Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state Qovernment, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Proiect Kev Staff — Proiect Manager: The Contractor shall assign a skilled, experienced, and dedicated Proiect Manager to the proiect and identified in E~chibit A. The Proiect Manager shall secure the materials of proper quality and auantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual proexess of the work to meet the substantial completion date. The Contractor shall not change the Proiect Manager or the duties and status of the Proiect Manager during the course of the proiect without approval of the District. Protect Kev Staff -- Worksite Suuerintendent(s): 'The Contractor shall employ at least one (1) full-time, competent Worksite Suaerintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superint~dent if eupedient for the size and scone of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times duringperformance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent may~erform parttime work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent or the duties or status of same during the course of the protect without approval of the District. The Worksite Superintendents) shall enforce strict discipline and good order among the Contractor's representatives, agepts, employees, subcontractors and suppliers. Worksite Communications: The Protect Manager and Worksite Suverintendent(s) are representatives of the Design Builder and communications ~;iven to them, either orally or in writing, shall be as binding as if given to the Principal of the Design Beilder. PAGE 12 § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. PAGE 13 § 5.7.2 If the Design-Builder e~eage~desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or desi~ professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1}whether the Owner has reasonable objection to the Additions and Deletions Report for AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARMING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of fhis AIA°̀' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecufad to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 1'1/22/2015 under Order No.023s5s6208_1 which e~ires on 07l7M2016, and is not for resale. (1970631262) User Notes: PAPR - 003142 8 proposed new personnel, designprofessional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. PAGE 14 § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has rio reasonable objection. ,~ ..w...:..:.. o,, ~k►e-Tn addition to anv Owner requirements to keen electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Conshuction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Ovmer in accordance with Section 9.10.2 as a record of the Work as constructed. PAGE 15 s~a~-see § 5.14.3 The Design-Builder shall reimburse the Owner and other coniractor(s) for costs the Owner because of the Design-Builder's delays, , and other contractor(s), respectivel~i improperly timed activities ~e~k-or defective construction. PAGE 16 "',•.Change Order Allowable Pricing: For any change in w aa:*; ~, ~F~ ~F~ ~~ ^' provide itemize and justify with anvropriate supporting data Contractor shall price the contract direct cAsts attributable to the change. Direct costs attributable to the change in work shall be limited to the following: A Costs of materials equipment and processes to be incorporated into the work including costs of shipping handling fabricating sales tax (8%required in Horry County and 9%within certain incorporated darts of the City of Myrtle Beach as of August 1 2009) or other such costs inherent in theprovision and delivery of such materials equipment and processes by the supplier or manufacturer. B Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time. or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existing work force in conjunction with other concurrent work, and during the current approved contract time The hourly labor rate for any additional contract time or laborers shall be actual hourly rates not to exceed thirty dollars !$30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. ~~ ti~ ' ;C. Costs of fringe benefits for additional direct labor including social security, unemployment or otkier takes, health and workers' compensation insurances or other benefits required by asreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-ei~htpercent (28%) and tt►e District has the right to request itemized documentation proving the fringe benefit rate used. D Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed Such equipment rented leased shall not customarily be owned by Additions and Deiet(ons Report for AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Instltute of Architects. /UI rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AfA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2018, and Is not for resale. (1970631282) User Notes: PAPR - 003143 9 the Contractor or anv subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shall not pav for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. see~s~ec~E. Costs of permits or inspection fees directly attributable to the change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance ornon-conformance to the Contract Agreement. F. Other such direct costs directly attributable to the work and approved by the District. G. Anv additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. The Contractor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Conshuction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Anv costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: n~~:^~ ~..:'a~~ ~~ ~«'~~~;A. Labor hours and fringe benefit costs ofthe worksite superintendents) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, supvliers or Contractor employees. C. Costs related to use rental, purchase or replacement of equipment generally or customarily necessaryto accomplish the work but not to be incorporated into the work such as by way of illustration and not limitation hand tools generators cleaning equipment, scaffolding, si~na~e, fencing, vehicles, fuel, and so forth. . D Transportation or travel costs related to the transporting of hired or contracted supervisors workers or subcontractors to and from the worksite or between worksites or to nick-ua and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including parking tolls fines meals Qer diem hotel living expenses or other such costs. *'~~~-'~QE. Costs attributable to expediting delivery of materials, equipment or processes including telephone calls, facsimile transmissions. coayin~, employee labor and benefits, and so forth. F. Costs attributable to maintainigg a local office,.home office or corporate office as well as office staffing. equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, televhones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, ~avroll service vroviders. attorneys, catering and so forth. I Catering or vending services portable toilets, dumpsters, and so forth. J Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead and Proftt Charees: Additional overhead and profit attributable to the change in contract pricing shall not.exceed the following: A For work performed by the Contractor's own forces, a maximum of ten percent (10%1 of the allowable direct costs or the unit pricin¢ negotiated at the time of award. B For work performed by a subcontractor's own forces a maximum of ten percent (10%) of the allowable direct costs. Additions and Deletions Report for AIA Document A147 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. UItARNING: This AIA°J Document is protected by U.S. CopyrighE 1_aw and International Treaties. Unauthorized reproduction or distribution of this AIA`" .~ Q Document, or any portion of it, may result in sovere civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced byAlA software at 12:02:17 on 11/22/2015 under Order No.D239586208_1 which e~ires on 07/14!2016, and is notfor resale. (1970631282) User Notes: PAPR - 003144 C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. .Retainage• The District requires a retainape of three and one-half percent (3.5%) of the total contract price, as may be amended by any aanroved Change Order, to be withheld from the Contractor's payments throu~hont the term of the Agreement and payable at the time of final payment after a full completion of all work to be performed and all requirements established in the Agreement and acceptance bythe District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the proiect evidencing they have received final payment of undisputed work and retaina~e withheld. As a condition of the contract, na more than three and one-half percent (3.5%1 shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt ~avment of retaina~e to all subcontractors at final completion of their acceptable work regardless of timing during the contract is mandatory. T'he Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any suanlier unless such amounts are in dis~nte and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's af~'idavit of payment of debts/claims submitted with final documents. PAGE 18 § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written ~*~~~ ~° ~~ ~~~r~~ m~~'~~~:~'~ request, information necessary and relevant for the Design-Builder to •~'~•~*~ ...n....,.F_..,.a «,...,, .we ..:.o .,a.wo n....,e,.~r ;,,+e..o..++~, .give notices of project commencement and take other action to protect the intea_rity and exclusivity of the proiect payment bond(s). u....:..... :.. ~,.,...,~a PAGE 19 § 7.2.4 The Owner shall cooperate with the Design-Builder in securing ~rgland development, zoning, and other permits, licenses and inspections. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's , obligations under the Design-Build Documents and the Design-Builder's .Proposal.. PAGE 20 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its desiamee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the AddRions and peletions Report for AIA Document A141'*' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Tliis AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ordistri6ution of this AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/2?J2015 under Order No.0239586205_1 which e~ires on 07/14/2016, and Is not for resale. (1970631282) User Notes: PAPR - 003145 11 Design-Builder shall pay the difference to the Owner. Por Work on the critical path to beneficial occu~ancv of the Proiect (or defined component thereofl the ten-dav period referenced herein is reduced to five (51 days during the 60 days prior to substantial completion as shown on the last schedule proper]v submitted under ~ 3.1.9. 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETTON OF THE WORK. T'he Owner and the Contractor agree that time is of the essence and that the Owner will suffer si~ificant damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities Manned for the project; loss of rental of the project; security risks due to comineling of project workers with addifional versons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during the academic term when students and ful} staff are present; harm to the Owner's reputation and established goodwill among the community, parents, students, and staff due to late deliver~of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Dama e~ s as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Desigx►-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due-from the Desien-Builder to the Owner. § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or detav in purchase of any project property or owner provided surveying and testing of such property): or b~~ an act of god, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damages completed work, stored material, or impedes progress of the work; by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. PAGE 21 S 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions. . Such time extension request shall be in writing and submitted to the District with its Application for Payment. T'he approved extension of time shall be incorporated in the next Change Order. & 8.2.4 Anticivated Weather Delays: A total of two (2) days per calendar month_ (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an eactension of time. If adverse weather days beyond the two (2) days anticipated are substantiated by written (NOAH) data indicating precipitation ¢neater than .10" occurred that day an extension of time will be allowed to the e~ctent of one (1) full day of extended time for each full working day of adverse weather conditions . . Ifthe precipitation over .10" is so great that it causes subsequent work days to be lost those days may also be requested as a time extension and will be granted day for day basis for days lost in construction operations . A request for adverse weather extension shall not be allowed after the date established for substantial completion. PAGE 22 Add(tions and Detetlons Report for AIA Document A147 T"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AtA~' Cocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or clisfri6ution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent poss(Ble under the law. This document was produced by AIA software at 12:02:17 on 11!22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is notfor resale. (1970631282) User Notes: PAPR - 003146 ~2 § 9.3.1 At least #ex-TWENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. SEE § A.1.5.13 FOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.13, the Owner issue to the Design-Builder a Certificate for Payrrient indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Ownex's reasons for withholding certification in whole or in part as provided in Section 9.5.1. PAGE 23 repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. T~'*'-~'~~~~~--~ ~~•~'a~~ ~ ~'~ *~ ~.-~-~:~'~ ~ .~'~ ~ .:a~~~~ . .:''~:^ ^ ~ a^~~^, +"~ owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see ontractor. to the payment of money to a Consultant or PAGE 24 § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall ~-~^~~~ ^~a ~.."-^:++^'~~ n.,m~~ submit to the Owner an occupane~permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall ' review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Resign-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the ~~~:~~ ".,''~~ ^..m~~+,, ae«e..,.:.,e c.,w..*„~.,~ Design-Builder shall then submit a request for another ~ Ge~4e~+efrreview of the Work by the Owner. Additions and Deletions Regort for AIA Document A141'"' — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected Uy U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this RIP:' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11122/2015 under Order No.0239586208_1 which e~ires on 07!14!2016, and is not for resale. (1970631282) User Notes: PAPR - 003147 13 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will ~e~e-€e~ ' obtain for the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for securiTy, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly ~ec~ review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. PAGE 25 .2 .3 .4 failure of the Work to comply with the requirements of the Design-Build Documents; e~ terms of special warranties required by the Design-Build ~ee~ae~~Documents; post-occupancy services to be provided by or through the Design-Builder. PAGE 27 § 11.2.1 Before or After Substantial Completion. T'he Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within ~ee~e~the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. Duringfide-eye-3Fes~-th1S period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period aver receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 ''This year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. This period for correction of Work shall not be extended by corrective Work performed by §.11.2.2.3 the Design-Builder pursuant to this Section 11.2. PAGE 28 Addltlons and Deletions Repor[ for AIA Document A141T"' —2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution offhis AIA~ Document, or any portion of it, may result in severe civil and crimPnal penalties, and will he prosecuted to the maximum extent possible under the law. This documentwas produced byAlA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1970631282) User Notes: PAPR - 003148 14 § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment ofthe eae-yeas two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. If the Owner prefers to accept Work that is not in accordance with the requirements of the Design,Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written aereement speci 'ne the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and for purposes of constructing, using, non-exclusive license to use the Instruments of Service , maintaining, altering and adding to the . Proiect. . T'he license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service ^~'~'~~ ~~a ~~~'••^~•~~'•• for use in performing services or conshuction for the Project. 1.2.3.1 PROTOTYPE. The Owner shall have the rieht to use the Inshvments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Anv architect receiving the original plans from the Owner must first acknowledge and accept full responsibility for the adeauacv of the design for its new proiect, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Svecifications to the Architects) for other Proiects, then the ori¢inal Architect, if not retained for the other proiect(s), shall be relieved of any liabilities arising out of the other Proiect(sl and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Proiect(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason ''~~~''~~~'`~~ a~F..'` --``'-~ ^..—~- ~ " `~~ ~..~~` "'~ "~~:"" ~..:'a~~>~ to obtain a for purposes of constructing, using, limited, irrevocable and non-exclusive license , maintaining, altering and adding to the Project, .SUU~ to South Carolina regulations and policies concerning successor desien professionals... § .12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorizarion or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The ^••~~-, ~~''-~ ~~'~~~ o s e Additions and Deletions Report for AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2415 under Order No.0239586208_1 which e~ires on 07/14/2016, end Is not for resale. (1970631282) User Notes: PAPR - 003149 15 c~~~:~~ „' '' ''''-~ terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. PAGE 29 § 13.I.6 In the event o£termination not the fault of the Design-Builder, the Design-Builder shall be compensated for termination and any other Work performed prior to expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. PAGE 30 § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days''written notice to the Owner, terminate the Contract and recover from~the Owner payment for Work executed, ;profit on that executed Work,'and costs incurred by reason of such including reasonable overhead and ~e_...:.....:..... ~a a,......,~,.. .ermination. ~~ § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difFerence to the Owner. The obligation for such payments shall survive terminarion of the Ee~as~~ontract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. PAGE 31 § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive , payment for Work executed, and costs incurred by reason of such .termination. § 14.1.2 Time Limits on Claims. T'he Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 13, within the time , period specified by .,:~~ .t,:,, c..,...:,.., in .~ .~.13W. PAGE 32 - -- - ~r.:~~~■- - damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except.anticipated profit arising directly from the~Jer~Work and otherwise available under this Agreement Additions and Deletions Report for AIA Document A1417'^ —2014. Copyright m 2004 and 2014 6y The American Institute of Architects. All rights reserved. WARNItdG: 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 de prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (1970631282) User Notes: PAPR - 003150 16 § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The ,~ mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the ~4 *~ *,.: ce,..: , n z ~ f~,a ; ~;o~~ ~~~ ~a ~a: '~•~ +• parties or court order.TF Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright O 2004 and 2014 by The American Insli[ute of Architects. All rights reserved. WARNING: This AIAy Document is protectec! by U.S. Copyright Law and InEernafional Treaties. Unauthorized reproduction orciistribution of this AIA~ .17 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible wider the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is notfor resale, (1970631282) User Notes: PAPR - 003151 The Contract shall be governed by the law of the place where the Project is'~«„a e.,,.,,..« .w..~ :F.,.,........:,,,, ~,,,..e c T:located. PAGE 34 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified' mail or by courier service providing proof of delivery to, the last business address lmown to the party giving notice. Written notice may also be established by acknowled¢ements and responses exchan~ via electronic communications such as electronic mail or any internal messagin¢ functionality of BIM and/or project management software used by the parties for the ~roiect. PAGE 35 Conduct of the Design-Builder's Princivals, Employees, Agents and Revresentatives The safety and security of District staff, students and the eeneral public are of utmost priority to the District. To that end, the Design Builder shall be responsible for ensuring compliance by the Desien Builder and any emvloyees, a¢ents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the followine: A. No druEs, alcohol, knives, firearms or other weaaons on District nroaerty, whether or not there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane language in the presence of students, parents, visitors, or District representatives, agents, or employees. C. No imaroper attire, actions or Qestures while on any District property. No smoking on District proaerty in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, went, or representative. D. Secure SLED (State Law Enforcement Division) crimina{ background checks on all the Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District property and contractually require the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder havine committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal backpxound checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the District's legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the deli r~ i of the Project among the D e s i g' n B u i !der ' s promotional and professional materials. The D e s i g n B u i 1 d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i 1 d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement. Additions and Deletions Report for AIA Document A141n" — 2074. 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`" ~ $ pocument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/7M2o16, and is not for resale. (197D631282) User Notes: PAPR - 003152 Drug-Free R'orkalace The Architect and the Architect's Design Consultants shall be resaonsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-free nroexams shall conform to Title 44, Chapter 107, S 44-107-10 through ~ 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data. Such books and r~ords related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement. This requirement shall also anoly to any Design Consultants performing services under the Architect's direction. T'he Office of General Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architects records related to any Project incornorated under this Ageement durine the time 'frame stated in the Qrevious para~ranh. T'he Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (721 hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt nedesh-ian or vehicle traffic except as approved by the District and the South Carolina Department of Transportation. The worksite shall be confined to the smallest azea possible allowing maximum use of streets, sidewalks, uarldnQ areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedesfians. The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Hiehwav Adminish~ation, Manual on Uniform Traffic Control Devices for Streets and Hi~hways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructer) to any extent by work in progress, workers equipped with flays shall direct vehicle and vedestrian traffic. The workers so designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upriek►t position to~revent ingress and egress to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtainine and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county. city or other government entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: The Iran Divestment Act List is a list published by the fStatel Board pursuant to Section 11- 57-310 that identifies persons engaged in inveshnent activities in Iran. CurrenUv, the list is available at the following URI,: http://procurement.sc.goy/PS/PS-irandivestment.phtm(.1 Consistent with Section 11-57-310(B), the Contractor shall not contract with anyperson to perform a part of the Work, if, at the time you enter into a subcontract that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not Ie~ally in this country and authorized to work. Ef~'ective 7anuary 1 2012, all South Carolina employers are required to enroll in the U.S. De~arhnent of Homeland Security's E-Verify program and verify the status of new employees within three business days, usin¢ E-Verify. Failure to use E-Verify to verify new hires will result in probation for the emplo e suspension/revocation of the employer's business licenses. Additlons and Deletions Report for AIA Document A741TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and crimf~ial penalties, and will ue prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239566208_1 which e~ires on 07/74/2016, and is not for resale. (1970631282) User Notes: PAPR - 003153 19 ._ _. ,.;. __. .. r i i" SC IlVIMIGRATION LAW. S.C. Code & 8-14-40 Compliance: Design-Builder certifies that the Desip_n-Builder will comply with the requirements of S.C. Code & 8-1410 etseg. and agrees to provide to the Owner any documentation required to establish either: (al the applicability of that chanter to the contractor, subcontractor, and sub-subcontractor; or (bl the compliance with this that chanter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (301 days of execution of the agreement makes this Agreement voidable at the option of the Owner. PAGE 37 .4 -rvvvomvrr~A1 A 1TM iIt~A ~,~T ~n~ n ~.,t,:w:. ~ c . «..:.,.,wte n..,.; ,.+..o ;F,.,,.,.~ie+°a ~TO~~t~"`~~TM 7A1 Z o f f I~...1.7;.... T..F..«....4:..« 11 .f...ioli«.r n...7 T:..:a..l Tl.,~..5,~`yV.:.6:a :l f :Owner's Renuest for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. .5 . Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. Joe Defeo, Chair of the Board of Education Robert Ferris, Authorized Member Additlons and Deletions Report for AIA Document A141"" — 2014. Copyright m 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`'' 20 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:02:17 on 11/22/2075 under Order No.0239586208_1 which e~ires on 07/14/2D16, and is not for resale. (1970631282) User Notes: PAPR - 003154 ._ t'~ Y. .::: Cerfifica~tion of Document's Authenticity AIA° Document D401T"' — 2003 hereby certify, to the best of my knowledge, information and I, belief, that 1 created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 12:02:17 on 11/22/2015 under Order No. 0239586208 1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA~ Document A141TM — 2014, Standard Form of Agreement Between Owner and Design-Builder, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401*" — 2003. Copyright ~ 1992 and 2003 by The American Institute of lvchitects. All rights reserved. WARNING: This AIA"' Document is protcctod by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any po~fion of it, may result in severe civil and criminal penalUas, and will he prosecuEed to the maximum extent possible underthe law. This document was produced by AIA software at 12:02:17 on 11/22/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale, (1970631282) User Notes: PAPR - 003155 ~ ,~ \$'al~~~ TM =~ ~~~ ■ ■ Document A141 — 2014 Exhibet B insurance and Bonds for the following PROJECT: (Name mid location or address) New Carolina Forest Middle School (per Owner's Request for .Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) THE OWNER: (Name, legal status and address) Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd. Con~~ay, SC 29528 THE DESIGN-BUILDER: (Name, legal status and address) FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27641 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 ifs 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 6.1 GENERAL B.2 DESIGN BUILDER'S INSURANCE AND BONDS 6.3 OWNER'S INSURANCE B,4 SPECIAL TERMS AND CONDITIONS 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 E~chibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B.2.1 and/or B.3.2., ARTICLE 6.2 Init ~ DESIGN BUILDER'S INSURANCE AND BONDS AIA Document A141'"' — 2014 Exhibit B. Copyrightm 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" ❑ocument is protectec! by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIR1` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under fhe law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_i which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 003156 § 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. § 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 ($ 1,000,040 )per claim and one million ($ $1,000,OOO.QO ) 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. § 6.2.1.3 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. § 6.2.1.4 Workers' Compensation at statutory limits. § B.2.1.5 Employers' Liability with policy limits as provided below: $100,000 per accident. § B.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two miIlion ($ 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. § 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, and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Ovmer's insurance policies. T'ha additional insured coverage shall apply to both ongoing operations and completed operarions. 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 9.102 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. ~ AAA Document A141TM' — 2014 Exhibit B. Copyrlght~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'°' Document is ~~rotecEed by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and wfli be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07N4/2016, and is not far resale. (1715753780) User Notes: PAPR - 003157 -. --~ ~ ::;: The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. § B.2.2 Performance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows: (Specify type and penal sum of bonds.) Type A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's professional liability insurance. Penal Sum ($0.00) 100% of contract value, § 6.2.2.1 Upon the request of any person or enrity appearing to be a potenrial beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly famish 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) § 8.3.2.1.2 If the insurance required under Section B3.2.1 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 prpviding the insurance required under Section B3.2.1 have consented to such partial occupancy or i~se 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-O 1, 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 A141TM — 2014 Exhibit B. Copyright ~ 2004 and 2014 by The American Institute of Architects. fUl rights reserved. WARNING: This AlA" pocumen4 is ~xotected dy V.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA'~ Document, or any portion of it, may result iii severe civil and cHminal penalties, and will be prosecuted to the maximum extent possihle under the law. This document was produced by AIA software at 16:09:04 on 11/21!2015 under Order No.0239586206_1 which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 003158 cancellation or expiration, or is f rst aware that the cancellation or expiration is threatened or otherwise nay 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 shag 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 Ownex 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) ~~~ ~ AIA Document A141'"' — 2014 Exhibit B. Copyright ~ 2004 and 2014 by The Amer~an Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or disfrihution otthis AIA~ Document, or any portion of it, may result in severe civ(I and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_t which expires on 07!14/2016, and is not for resale. (1715753780) User Notes. PAPR - 003159 4 Additions and Deletions Report for AIA~ Documenf A149rM - 2074 Exhibit B This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated wfth a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and Its associated document were generated simultaneously by AIA software at 16:09:04 on 11/21!2015. PAGE 1 New Carolina Forest Middle School (per Owner's Request for Proposals No. 14X5-91 and Design-Builder's Proposal in response to the solicitation.) Horsy County Schools, South Carolina, a political subdivision of the State of South Cazolina. 335 Four Mile Rd. _ Conway. SC 29528 j FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleieh, 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 (20151. 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 Euhibit is incorporated, the provision in this Exhibit will prevail. During the course of the Proiect, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in S B.2.1 and/or B3.2.. PAGE 2 § B.2.1 T'he Desigp-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 112.2.1 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 A141T'" — 2014 Exhibit B. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail Nghts 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 16:09:04 on 11!2112015 under Order No.o239566208_1 which expires on 07/14/2016, and is not For resale. (1715753780) User Notes: PAPR - 003160 .3 damages because of injury Yo or destruction of tangible ~e~er~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 ) iri the aggregate for bodity injury, death of any person, and property damage arising out of the ownership, maintenance and use ofthose 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 1 per claim and two million ($ 2,000,000 in the aggregate. .. , § 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, ~tter~e4~le 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 Ageement. § 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, ~ieH-and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be fizrnished by the Design-Builder with reasonable promptness. PAGE 3 A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is trot required to secure the professional liability of design,_professionals to the extent such liability is covered by the.desi~n professional's 100% of contract value. Additions and Deletions Report for AIA Document A141T"' — 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 AfA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extenE possible under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Ordar No.0239586208_1 which e~ires on 07l14/2D16, and is not for resale. (1715753780) User Notes: PAPR - 003161 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 jw•isdiction where the te#' Project is located, property insurance written on a-~~e~.rr3s1E—~.—«s~—~e~u:~nre~~~o~z > > ,..a....,.,, .,.:,~, e,,,..:,,., n v „~*~,,, n,,,..00.,,o.,, South Carolina Insurance Reserve Form PD-23. r,,...,.,i,,,;,.... : 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 it~sa~a~ > > .insurance in the form of S.C. Insurance Reserve Fund ("IRF", )PD_O1, PD-09, and PD-12. Additions and Deletions Report for AIA Document A141T"' — 2014 Exhibit B. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Document is protected 6y U.S. Copyright Lawancl international Treaties. Unauthorized reproduction or distribution of this AIA~" Qocument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under tfie law. This document was produced by AIA software at 16:09:04 on 1112112015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 003162 PAGE 4 § 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 Agreemen#, Tr~w„ n.,...e_ ..,,,, ,~,,..:,... n..:ia,_ i,....e ..~i,,.«„a .,..w:.....f;,.., ., > > Additions and Deletions Report for AIA Document A141TM — 2014 Exhibit B. Copyright OO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AI Am Document is protected 6y U.S. Copyright Law and intemafional Treaties. Unauthorized reproduction or distrihution of this FlIA~" Document, or any portion of it, tnay result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possiple under the law. This document was produced by AIA software at 16:09:D4 on 11/21!2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1715753760) User Notes: PAPR - 003163