0 Document A141TM - 2014 Sfandard Form ofAgreement Between Owner and Design-Builder AGREEMENT made as of the :day of , in the year two thousand fifteen (2015): (In words, indicate day, month andyean) ~-..-..-..... •..,,._.~. _.._.....__. . '~ :ADDITIONS AND DELETIONS: BETWEEN the Owner: The`author of this document has (Name, Zegal status, address and other information) Horry County.SchoolsSouth Carolina, a political subdivision of the State of South ~ Carolina.- and the Design-Builder: added information needed for its completion. The author may also have revised the text of the original fAlArstandard form:-An Additions and 'Deletions Report that notes added ', information as well as revisions to ".the standard foCm tee fs available ,;from the author#and, should be previewed. •A-vertical line in-the left- -•, ;margin of this document indicates f where the author has added necessary information and where -' the author has added to or deleted from the original fliA texti s (Name, legal status, address and other information) ~ This document.has important legal ;consequences. Cons ~lta~ion with an rney is encourag~ ith respect to its'completion'ormodiflcatlon. for the following Project: (Name, location.and detailed description) Consultation with an-attorney is also,, encouraged with respect to' :_ , F professional licensing requirements-r in the Jurisdiction where the Project is located ''>~ ;.: ,.... .-.. ~~ - Re4uest for ProPosa(s No. _1415-91 ~ if $ ,~ i i '' , ,~. R _ 1'he Owner and Desi j Builder a ree as follows. ~ ~ ~ D y ELECTRONIC COPYING of any portion of thls AIA~ Document to another electronic file Is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A141 T"' - 2014. Copyright m 2004 and 2014 by The American Institute of Architects. A11 rights reserved. WARNING: This AIA'°' Document is protected by U.S. Co~~yright Law anti International Treaties. Unauthorized reproduction or distrihution of this AIA`0 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 draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07H4/2016, and is nol for resale. (917356760) User Notes: PAPR - 003491 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 ? ~ '.• i ~ 9 s :. 5 WORK FOLLOWING EXECUTION OF THE DESIGN•BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES a '" "'' ~__,. .~ 8 TIME ~ 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION ~ ~ S~ 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND D15PUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT ~ .-..---- -_:.,.~_ _, ~:- "~3 ~ ~ 1 ~i { t -~•" ,, = "° _ .- _ _„° ~ ~~ ~ . ~,. } TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS C SUSTAINABLE PROJECTS D BUILDING INFORMA'T'ION MODELING AND DIGI"1'AL DATA `~•' s~ _ y,,, ,. `,. -'`-~sl.~ " '~~ iip~ t ~ ,'~s f....~....:..........~_.>~~.__~...,.__.__:_...... ,....._ 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 follo~~ing items by inserting the reques7ed information or a statement such as "not applicable" oi~ "unknolvn at time of execution. "!f the Owner intends to provide a set of design documents, and the` ~~'; regzrested information is contained in the design documents, identify the design documents and insert "see Owne~~'s ~"; '~ design doczm~ents" where approp~•iate.) _ § 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 mpnner in which the r program will be developed.) — --Per "Design Requirements" published for Solicitation No. 1415-91`. ~' AIA Document A141 T'" — 2014. Copyright D 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNIPIG: This AIA`" Document is protected by U,S. Copyright Lew and hiternational Treaties. Unauthorized reproduction or distribution of this AIAsa Document, or any partio~ of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08!18/2015 under Order No.0239586208_1 which expires on 07/1412 016, and is not for resale. (911356760) User Notes: PAPR - 003492 a § 1.1.2 'I'he Owner's design requirements for the Project and related documentation: (Identify below, or in an aftached 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 , ~~ ~. ~,. ,I,~ ,` , ` <. § 1.1.3 The Project's physical characteristics: ~ (Identify or describe, if appropriate, size, location, dimensions, or otherpertinent information, Such as geotechnicaC reports; site, boundary and topographic surveys; traffic and utility studies; availability ofpublic~andprivafe utilities and services; legal description of the site; etc.) - --- - -~ - •i- - __ Per "Design Requirements" published for Solicitation No. ,--~ 1415-9] . § 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 Certiftcatior;+benefit to the environment, enhancement to the health and well-being of building occupants, or impr~ovement~of ener~ykeffciency. If the D►vne~• identifies a Sustainable Objective, incorporate AIA DocumentA141TM-2014, Exhibit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.) 't Per "Design Requirerrients" puvlished for Solicitation No: —1415-91_ 1 V~ j 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 Uvner•'s budget, and tf known, a line item b~•eakdrnvn of costs,) ~• _ ,,:; ~ ~3 ~, 7 , ,Per "Design Requirements" published for. Solicitation No.: 1415-91 § 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, Consul Design-Builder's cost: [Completed with information stated Design-Builder's Proposal] .1 Architect .2 Consultants 3 .3 Contractors F ~ ~ § 1.1.9 Additional Owner's Criteria upon which the Ageement is based: (identify special characteristics or needs of the Project not identified elsewhere, such as hi ~to~^ic preservation requirements.) ~ Per "Design Requirements" published for: Solicitation Na,_1415-91 (Sununary of Services Required, Article 3). k4 4 __ { . -.-# 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. Copyright Lbw and International Troattes, Unauthorized reproduction or distribution of this AIA`~ Document, or any portipn of it, may result in severe civil and criminal penalties, and will b~ prosecuted Qo the maximum extont possible under the law. This draft was produced byAlA software at 14:33:55 on 08/1B/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (911366760) User Notes: PAPR - 003493 § 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 e~ecute a Modification in accordance with Article 6. a _, .._. . § 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:'pro~ocols for the development, use, transmission, and exchange of digital data and building information mo~eling. "" ` § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1:j "" Mark Wolfe, executive Director of Facilities (or designee) Horsy County Schools Facilities Department, 1160 E Highway 50 ,Conway, SC 29526 mwol fe002@hoirycountysch ool s:v et .843.488.6965. _ .. ~ r ', , _..~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" ❑ocument is protected by U.S. Copyright Lnw find International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil anti criminal penalties, and will bo prosecuted to the maximum extent possible undertl~e law. This draft was produced by AIA soHware at 14:33:55 on 08H 8/2015 under Order No.0238586208 1 which e~ires on 07!14/2016, and is not for ~esele. (911356760) User Notes: PAPR - 003494 4 § 1.4 Definifions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached E~chibits (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.tha 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=~uilder. 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 pe~for~►ed underthe Design-Build Documents may be the whole or a part, and may include design and constructionyby the Owner:and by separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium~of expression.now ~, _ _f 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 limitatipn, 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 t~►e Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop`drawings product da~a, ~ -' ' and samples. Submittals aze 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 tasks or duties-`for or on•• '` behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (inciudin~ t~ese agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, a`nd shall ndt , be held to have undertaken to provide or perform any aspect of the Owner's performance o~thi~s Agreemen' t as;a` design professional or specially skilled and knowledgeable construction industry member or construction ~r►anager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees. ~ ~..-.: __.:.: - _....:-. _ - - _— _ _~ ; :, 3 ,:., § 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. ,. § x.4.9 Consultant A Consultant is a person or entity providing professional services for the.Design=Builder fo`r'all-.., or a portion of the Work, and is referred to throughout the Design-Build Documents as if sir~gular`~~in number. To the '°'~ ,`, extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to pro~ide~the required professional services. g !1M 1 3 3 7 , 3 § 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 jurisaictiori~~TleArcfiitecfis'"' ~'~- `~ .-.... ,,:. , .. %... -.,.. ..- _..._ referred to throughout the Design-Build Documents as if singular in number. AIA Document A141T"' — 2074. 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 repraductimi nr distribution of this AIA`9 Document, or any portion of it, may result in severe civil anci criminol penalties, and will be prosecuted to the maximum eutent posaihle under the law. This draft was produced by AIA software at 1433:55 on 08/18/2015 under Ober No.0239586208 1 which expires on 07/1412018, and is not for resale. (911356760) User Notes: PAPR - 003495 § x.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 TSme. Unless otherwise provided, Contract Time is the period of time, inclining authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work: ~ P _. ,.. _, y § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day sunless otherwise specifically defined. ' s § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder fof"'performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. ~'-. ~ F 3 ➢ ~ ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS (Pa~•agraphs deleted) j ~ { ? 4~ § 2.1 number not used ~ (Paragraphs deleted) ~ ~ ~ 3 .. _.: y ~. ..............~ 1...____, (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. Amounts unpaid Forty-five (45') days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at ,;..•LL"'` =' `" the legal rate prevailing from time to time at the principal place of business of the Design-Builder. ~.... (Insert rate of monthly or annual interest agreed upon.) .,.:, ~ N/A r' ; (Parag~•aph deleted) ,' § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Bui~d Ariei~dment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, fl'e-Qwne~ shall pay to the Design-Builder the Contract Sum in current funds as ageed in the Design-Build Amendment. ,, i 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 jurisd~¢tion.Where the ,: "` '~~ Project is located. Building Permit and Other Permits and Fees: No general building permit is required tin accordance wi~fi §.,;~" 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required tb provide mect~anical;Y electrical, plumbing and other such permits which may be required for purposes of inspection at no additio[ial cost to the District. Except for permits and fees which are the responsibility of die Contirac'or m the C~ont~act Documents, the District shall secure and pay for necessary approvals, easements, assess ner~ts, utility impact _ r fees, permits, and such charges required for the successful completion of the work. § 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. ~- -• -,,.,. __ .. ',; ~s ~~ § 3.1.3 Thy Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligatron to perform the Work in accordance vu~th the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. is S § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statues, 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 pubic authorities, •the, Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. 3 F R __ AIA Document A147~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 flits AIA`~ Document, ar any portion of it, may result in severe civil Ancl criminal penalties, and will be prosecuted to the maximum extent possil~ls unclerthe law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2018, and is not for resale. (917358760) User Notes: PAPR - 003496 6 § 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 Cequired to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. i 3 § 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of theDesign=Builder's ~ or entities.~ employees, Architect, Consultants, Contractors, and their agents and employees, and other persons a performing portions of the Work. f - - -~ § 3.1.5 GeneraLConsultation. The Design-Builder shall schedule and conduct periodic m~etir~gs 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~per€ormed 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. 4 ~ Consultants are performed in the sole interest of, and for the exclusive benefit of, the Desi~-Builder. c~ '. § 3.1.7 The Design-Builder, with the assistance of the Owner, steal l prepare and file documgnts'required to obtain- ` ""'necessary approvals of governmental authorities having jurisdiction over the Project. ,._:. .. ___ __:. . : The Office of School Facilities (OSF) shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings; including the Districts school facilities. " `~~ -' ~ § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed ofthe progress and quality of'the Work. As stated in the. Design Requirements, the Design-Builder shall submit written progress reports, photographs_ of Work.in ~ progess, and other da#a to the Owner electronically, or through the Owner's option, project management softwaee~, 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;- -....,., '~~~ Responses to requests for information to be provided by the Owner; .4 ~'~ •`'' '`*.. _~ ;n^' .~' .5 Approved Change Orders and Change Directives; p h~~r `~ .6 Pending Change Order and Change Directive status reports; Tests and inspection reports; ~ ; ~.-`''~ .7 ~ i .8 Status report of Work rejected by the Owner; ~ Status of Claims previously submitted in accordance with Article 14; .9 .10 Cumulative total of the Cost of the Work to date including the Design-Builder's~compensat on~and _ _ Reimbursable Expenses, if any; _.._... _9 ...-_.. .--, .R.- . ,, .I1 Current Project cash-flow and forecast reports; and software Owner through its project management data .12 Additional information as designated by the requirements. -° - -- .::.. (Paragraphs deleted) }' ~. ~'~ § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and su[imit for the Owner's ': y f information a schedule for the Work. The schedule, including the time required for design ~nd construction, shall s i~ot 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 a tent required by the Design-Build Documents, shall provide.for expeditious and practicable execution of the Work,aridsliall-include ` allowances for periods of time required for the Owner's review and for approval of submissions by.authorities - . -.,..,:-..:-:.....,."•. having jurisdiction over the Project. 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`9 Document, or any portion of it, may result in severe civil anti criminal penaNies, and will Ue prosecuted to the maximum ext¢nt possible unclar the law. This dreft was produced by AIA software at 14:33:55 on 08N 8/2015 under Ordar No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (911358780) User Notes: PAPR - 003497 § 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 v~ith~respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to~thehbest 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- ofthe - - - — 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 lrnorvledge, services or f s responsibilities beyond the scope of their services, § 3.1.11 Design-Builder's Submittals 3"""~' § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submi~tal ~chedule, a~nc~hall submiYthe 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 providg' d in Section 3.1.9,..1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the p`"rogr'.ess of the Work, If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be enti~led to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. ~"""' ~' °""'"' , - '~~ ~ fi § 3.X.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and " "j 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. .,~ -,-'` .. ~ the the Documents require Work for which Design-Budd § 3.1.11.3 The Design-Builder shall perform no portion of ~ -... ,:_ 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 Docume~►ts. The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in 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 fox errors.,or omissions in Submittals by the Owner's approval of the Submittals. 3F _ ">,;~ ~~:7 § 3.1.11.5 All professional design services or certifications to be provided by the Design-B}g~ilder, including a11~ drawings, calculations, specifications, certifications, shop drawings and other Submittals, shallfcontain 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, accura~y 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 exp'ressly'permitted 6y -.., 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 defec~ caused by abuse, r 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 DesignrBui~lder 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 T'he Deslgn-Builder shall pay all royalties and license fees. AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Cpnyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any pgrtio~ pf it, may result in severe civil and criminal penalties, and will I>e prosecuted Eo the maximum extent possible unclQr the law. 7h(s draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239588208_1 which expires on 07M4/2016, and is not for resale. (911356760) User Notes: PAPR - 003498 { § 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 ►•esponsible for such defense or loss when a particular design, process or product of a particular manufacturer or mamifacturers is required by the Owner, ox 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 ive prompt of an alleged violation of a Patent or coPYri~ght attributable to the Desi~-Budder the Owner shall g.._ ._.__.. . written notice to the Design-Builder. 3 § 3.l.la 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 anc~ ex~enses, including but noY limited to attorneys' fees, arising out of or resulting from performance of the Work, but oril to the extent caused by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contraetot;~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 exi~~St a~ to a party; or ~erson i y y } 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 Consultants a=Contractor;~' or anyone directly or indirectly employed by them, under workers' compensation acts, disab~~ity.benefit acts_o~ 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, pro~ide~1 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 wr..itten'' notification to the Design-Builder and the Architect, Consultants, and Contractors whose _. agreer~ients ~::..-.,~ are accepted for assignment; and ,,, ~ ., .2 assignment is subject to the prior rights of the surety, if any, obligated wader bond relating to the Contract. ,.., i 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, tl}'e compensat~on`Under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. assign the ks ~ 'r § 3.L15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may ~rther C agreement to a successor design-builder or other entity. If the Owner assigns the agreement; to ~ successors design-builder or other entity, the Owner shall nevertheless remain legally responsible for X11 of the successor design-builder's or other entity's obligations under the agreement. § 3.1.16 Design-Builder's Insurance and Sonds. 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 tkife 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. ,. ,~`,~y '~ g# i ~ { 1 [Numbers §4.2 & §4.3 intentionally not used] (Paragraphs deleted) a ~. - -T-'~ ,._..~ -: j ,.~_ __.,_ 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. Co~~yright Law and I~tQrnatianal Treaties, Unauthorized reproduction or distribution of this AIA~ Dneument, ar any portion of it, may res~ilt in severe civil and criminal penalties, and will Ise prosecuted to fhe maximum eutent possible under the law. This drakwas produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (911356760) User Notes: PAPR - 003499 § 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-guilder's clarifications, assumptions and deviations from the Owner's original Design Requirements and 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(or phased beneficial occupancy, if applicable and acceptable to the Owner); .4 An enumeration of any qualifications and exclusions, if applicable; - ,-----: .5 A list of the Design-Builder's key personnel, Contractors and suppliers; ands .6 The date on which the Design-Builder's Construction Proposal expires. y - § 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. ~~ ' ~~ ~:, 3 § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Buildgr stall execute the Design-Build Amendment setting forth the terms of their agreement. ~ '~ p ~ ft _. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT ~ '"-' " '- -" _ § S.l Construction Documents __.:. _.._ § 5.1.1 Upon the execution ofthe 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 The falur~ not modify the Design-Build Documents unless the Owner and Design-Builder execute a Ivlodificatiori. , .. of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the i , ., .,. .,._ Work in accordance with the Design-Build Documents. .. 1 § 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. § 5.2 Construction ~'~ ::~... - ~, ~ ~, ~~~ _ ` ' § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not com~enee.prior to execGtiot~ ~'' E ~ :` of the Design-Build Amendment. S ,r' § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior t~ th~ execution~~ of ~he ___ Design-Build Amendment. However, such authorization shall not waive the Owner's right to reaect,the._,_.~ i 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. ~. fF ~ `,, § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine j ~ 3 that such portions are in proper condition to receive subsequent Work. t Maintenance of Record Drawings: The Contractor shall maintain at the worksite one ~ t (I) record copy of the Conixact Documents including approved changes in good order #and maiked"currently to " ` f record changes and selections made during performance of the work. A copy of submittals accepted .by the-District -.~-:..:. - _5 shall also be maintained at the worksite. These items shall be available to the Architect and District when present at AIA Document A147 T"' — 2014. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is hroEocted by U.S. Copyright Lryw 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 extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (911356760) User Notes: PAPR - 003500 ~Q the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to ret~ u~on the accuracy and Y 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~includa 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: y A. Title VII ofthe Civil Rights 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. 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 i is .a- :bona fide occupational qualification reasonably necessary for normal operations of the Contractor, The Contiracto~, in all solicitations or advertisements for employees, shall state the Contractor is an 'Bqua('~Opportunfy,•-: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. ~' j -._ '? Employment Taxes and Benefits: The District shall not withhold from the contract payments'~any Federal'~or State income taxes, or any employment-related taxes normally withheld on the District's erriployees. 'Further, the' District shall not provide any employment related insurances or other benefits such as worker's compensat►ori for ! ~ x 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. T'he Contractor shall not change the Project Manager identified in the,Scope of ~W..ork (Exhibit.4) or the duties and status of the Project Manager during the course of the project without approval_ ofthe~"' •, ~ +'' f ,:. ,.. , District. `... Project Key Staff -- Wortcsite Superintendent(s): The Contractor shall employ at~~ least one (1) full-time, ~4. , competent Worksite Superintendent and, if required by the Conhact Documents, a~ additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scgpe 4f the project. E~chibit ' i A identifies the Worksite Superintendent(s). No less than one (1) Worksite SuperintendeZ►t s~►all_ be m attendance f ~ at the worksite at all times during performance of any work by the Contractor's own for4ces 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 AIA Document A141 T"' — 201A. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA"' ❑ocument is protected by U.S. Copyrir~ht Low Ancl International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible under tiie law. This draft was produced by AIA software at 14:33;55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (911358760) User Notes: PAPR - 003501 ~~ OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent identified in the Scope of Work (Exhibit A) 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. Worlcsite CommanicaHons: The Project Manager and Worksite Superintendents) are' ~epresentarives 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. ~ ;~ x y § 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, utili~ies;~transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or ,„ ~ n permanent 'and whether or not incorporated or to be incorporated in the Work. 5 ~ { § 5.3.2 When a material or system is specified in the Design-Build Documents, the Design,''Builder may makE il substitutions only in accordance with Article 6. 1 A 1 „ 5 § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder-'s.emplo}~ees... and other persons carrying out the Work. The Design-Builder shall not permit employmentjof unfit persons or persons not properly skilled in tasks assigned to them. ,.:v § 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 merelyt ~' scheduled to go into effect. $,:: f F'" § 5.5 Permits, Fees, Notices and Compliance with Laws .:, y § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure-and pay'fo~i 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, '~ _,..: '. >~" F ``~~ ' § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at thesite that ~re`~„s''~ (1) subsurface or otherwise concealed physical conditions that differ materially from those ~ndtcated in the Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ riaaterially from ~t~►ose ordinarily found to exist and generally recognized as inherent in construction activities of the c~aracter prpvided for ~vne~ before co~►ditions gn- Y p p yp gnIaterh Oe° Owner`sliall`promptly" ""-' "' "a ~De~l dBs after fis't observance of the coeditons Th are disturbed andlin no evnt investigate such conditions and, tf the Owner determines that they differ materially and cau-s0 e.,an,incre~se_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 nn ,., ''-:, change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder jn writiri'g, 't~ stating the reasons. If the Design-Builder disputes the Owner's determination or recommena~tion; the ~ ~,~~ t~';' 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 Docum~nts~ the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon-recetpt of such - ~ ~• notice, the Owner shall promptly take any action necessary to obtain governmental authori.rat~on 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 AIA Document A1417/A — 2014. Copyright D 2004 and 2014 by The American InsUtuta of Architects. All rights reserved. WARNING: This AIA~' document is protected by U,S. Cvpvripht Lnw and InYQrnaGonal 7reatie~. Unauthorized reproduction or distributia~ of this AIAVO Document, or any portion of it, may result in severe c(vfi and criminal penalties, and will be prosecuted to the maximum eutent possfbie under the I~w. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003502 i ; ,~ 2 adjustments in the Contract Sum and Contract Time arising from the existence of such remains oc 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 stated in the Design-Build Documents (as referenced in Appendix B). 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 Elementa School Allowances Descri tion • Amount Furniture $1,000,000 Hardware $ 250,000 Materials onl HVAC Controls $ 500,000 i Fire Alarm S stem $ 600,000 $ 350,000 E ui ment and mulch onl Pla rounds ~# },-, , .~ S eCial Ins ections $ 150,000 Commissioning $ 100,000 $1,000,000 OwnerContin enc t Middlellntermediate Sehools PER SCHOOL Descri tion Amount Furniture $1,500,000 exce t Socastee Middle = $1,250,000 Hardware $ 350,000 Materials onl HVAC Controls $ 650,000 Fire Alarm S stem $ 750,000 Pla round $ 130,000 Intermediate school oni $ 150,000 S ecial Ins ectlons Commissionin $ 125,000 $1,500,000 exce t Socastee Middle = $1,250,000 Owner Contin enc o a 4 ~: 1 ~ ; ~ ..~.,,, ir -- ._. r 3 S _. ,~,..~ ~ .:..;..,... 4 `"="" § 5.6.2 Unless otherwise provided in the Design-Build Documents, ~g 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 ,~'J ""~.,, °>, . Contract Sum but not in the allowances; and .3 whenever costs axe more than or less than allowances, the Contract Sum shall be,-adjusted ~ccoC'dingly 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-Bilildr's costs u~►de~~ Section 5.6.2.2. t § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness 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. ~ 3~ ` `'~ ~, s § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or suppliet~s 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 ~wner and provide the { name and qualifications of the proposed new personnel, design professional, Contractor or ~upp[ier:TH'e'Owner may -'~ reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonabte.object~an.to.the . AIA Document A741T"" — 2014. Copyright ~ 2004 and 2014 by The American Insdlute of Architects. All rights reserved. WARNING: This AIA"` Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribidion of this AIA°D Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08!18/2015 under Order No.0239566208 1 which e~irea on 07/14/2016, end Is not for resale. User Notes: (911358760) PAPR - 003503 ~3 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 orlequipment fabricated to a special design) proposed for each principal portion of the Work. The Owner may reply within ~4 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 rep~y within the 14-da ~ ~ period shall constitute notice of no reasonable objection. 9 ^ ` -~3 ._.. :..,.. .:. . § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Bµilder, the y 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, anti one copy of approved Submittals. The Design-Buildea• shall deliver these items to the Owner in accor',dance with Sectio~ a ~ ~ 9.10.2 as a record of the Work as constructed. tl 3 ~ °' ~~- ~ ~` § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laves, 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 th'e Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work. § S.l l C1eAning Up - .. § 5.11.1 The Design-Builder sha11 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,,: ~ 1 ~ 3" 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 a~cess to the Wojrk i~1 , _ preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety s criteria and programs, which the Owner, and its contractors and consultants, shall comply vVith while-atthe 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 T'he Owner reserves the right to perform construction or operations related to the Pr"oject: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 ~imi~ar 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 claimsythat delay or additional cost is involved because of such action by the Owner, the Design-Builder shall r~ak~ a Claim as prov►ded in Article 14. a~ 3 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 Law and International Treaties. Unauthorized reproduction or dis4ribution of this AIA`° Document, or any portion of it, may result in severe civil and crirriinal penalties, and will be prosecuted fo the maximum extent possible under the law. This dreftwas produced byAlA software al 14:33:55 on 08/1812015 under Order No.0239566208_1 which e~ires on 07/1412016, and is not for resale. (9113ss7so) user Notes: PAPR - 003504 ~~ a 14 § 5.13.1.2 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 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 sc~ed~les. The Design-Builder shall make any revisions to the construction schedule deemed necessary after ajoint review and mutual agreement. The construction schedules shall then constitute the schedules to be usecJ bythe Design-Builder, separate contractors and the Owner until subsequently revised. ,....._- _, .,_._..,,__._,___... f § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner per",dorms construction or operations related to the T'roject 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 opporttmity for introduction and storage of their materials and equipment and performance of their activities, and shall confeet and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. ; _... a § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a¢sep~rrate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written ~epo`rt to the Owner, identifying apparent discrepancies or defects in the construction or operations b~ the Owirer o'r separate"'~- '' - ` 'a 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~acttvities,or defecttve construction. ,~ ~ ~3 . .. .... r,.. ,. . s damage Design-Builder wrongfully causes'to completed or, the § 5.14.4 T'he Design-Builder shall promptly remedy partially completed construction or to property of the Owner or separate contractors as provided in Section 10:2.5. i § 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 separa 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 t respective contracts for maintaining the premises and surrounding area free from waste 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 the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Buildery'Ihe Ownex may ~ ~` issue a Change Directive without agreement by the Design-Builder. f ~~ '~; ,~ "~ ~ § 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. ~ 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 Lnw and International Treaties. Unauthori2ecl reproduction or distribution of this AIA~' Document, pr any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This dreft was produced by AIA software at 14:33:55 on 06/1812015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003505 r ~J r § 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 compens~tton; and .3 The extent of the adjustment, if any, in the Contract Tip~e. ~ 1 § 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 Desig~~Bu~1d Amendment,-the •- ----~-~--- 3 adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by C~ange Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract cpnsisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Des~gn-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 § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to e~tecution o~the? Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjust~nerit shall be ~ase~l on one of the following methods: 1 ~ ~ .I 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 upo~a and ~f quant►ties ~ ~ originally contemplated are materially changed in a proposed Change Order or Change Directive:sq,that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or,:,Design<$uilder, ~ the applicable unit prices shall be equitably adjusted. j § 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=f-prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compens.~fton, or Con~r~ct Time:' s _'s § 6.3.6 A Change Directive sigr►ed by the Design-Builder indicates the Design-Builder's agreerjient there itti' including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendmen~, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement shall ~ p ~ 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. suoh form as the.., 4; 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: '~ Additional costs of professional services; .1 .2 Costs of labor, including social security, unemployment insurance, fringe behefi~s required by ~ ~ ' agreement or custom, and workers' compensation insurance; .3 Costs of materials, supplies and equipment, including cost of transportation,~whetFer`incorporaEeil or '~^' ~. ... -., _ consumed; AIA Document A147'"' — 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 distrihution of this AIA~ Document, or any portion of it, may result in savors civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This dreg was produced by AIA software at 14:33:55 on 08/18/2015 under Order No,0239586208_1 which expires on 07/14!2016, and is not for resale. (911356760) User Notes: PAPR - 003506 ,~ s .4 .5 .6 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-Builder or others; Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; provided that costs of premiums, permits, and taxes that are based on marginal additions to an existing sum or quantity may all be reasonably estimated subject to correction at the time of Final Payment or other agreed time when the actual costs of the nnarginal additions can be determined or mutually agreed upon; and Additional costs of supervision and field office personnel directly attributable to~the change. Allowable Overhead and Profit Charges: Additional overhead and profit attributableto thechange 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%0) of the allowaUle direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five-perrcent (5%) is ~ j 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 pr„ ce,~as may be amended by any approved Change Order, to be withheld from the Contractor's payments throughout t~e term of the Contract Agreement and payable at the time of final payment after a) full completion o£all ,':work to be pe~formed and all requirements established in the Contract Agreement and acceptance by the District, gib) sUbmittaYof all§~-~-° ~ ~~ , --"_~ •; closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requesterby the District,. foK,,.,_,~.,,. _ ..._._~~ 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_uo; amount of the Contractor's retained funds is allocable to the completed and accepted work of any ` ~ x 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. Suzh amounts-indis~~utie shalt be identified on the Contractor's affidavit of payment of debts/claims submitted with Taal docume~its. ~._, .. ,,.... a § 6.3.8 The amount of credit to be allowed by the Design-Bu9lder 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 figuredton the basisof~net d` ,~'"+''"' `'~~.~ ~51,~`' 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 ma 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 dee~me~ to be reasonab~} justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior tq execution of ~t►~ Design-Build Amendment, the Design-Builder's compensation, on.the same basis as a Chattge Order, subject to '- -~• •T-~--=_-~--~~-„right of Design-Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design-guilder 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 sha~ be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders nay be issued for all ,a ~ or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES t ~ ~ ~ 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority tol~irid`tfie"Owner "' ?.-....., __:-.,..~_.,,,........,.u:._...~___:.~.,.:~~..: with respect to all Project matters requiring the Owner's approval or authorization. AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Qocument is protected by II.S. Copyrfyht Law and International Treaties. Unauthorized reproducEion or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to file maximum extent possihle under the law. This draftwas produced by AIA software al 74:33:55 on 08/18/2015 under Order No.0239586206_1 which e~ires on 07!14/2016, and is not for resale. (911356760) User Notes: PAPR - 003507 ~7 § 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). i-•§ 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. t § 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 wafer 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 ~"° "'-; , ..: s ~ § 7.2.3 'The Owner shall promptly obtain easements and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. ' ~` - •S f § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zom~g, and other ~ermits, ; ~ "~' ` -- ~ licenses and inspections, '- -, ss § 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 eacpense, 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.irr ° writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no eyenf`shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe'performar~ce of the Work. ~ ~ ~"` ~, § 7Z.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 "' •-.. '`e 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-Buildea~'s Proposal. § 7.2.8 Except.as otherwise provided in the Design-Build Documents or when direct specially authorized, the Owner shall communicate through the Design-Builder with retained by the Design-Builder. entities § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Bull upon request from the Design-Builder, furnish the services of geotechnical engineers or oti to properly carry investigation of subsurface, air and water conditions when such services are reasonably nee out the design services furnished by the Design-Builder. In such event, the Design-$wilder 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 T'he Owner shall purchase and maintain insurance as set forth in Exhibit B. i~f ~ _ ' - ; ?F: § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals: Review of Submittals is _ ..y ` not conducted for the purpose of determining the accuracy and completeness of other detail#s, such asdimensions ' 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 AIA Document A141 TM — 2014. Copyright B 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protecEed by U.S. Copyright Law and international Treaties, Unauthorized reproducEion or distribution of this AiA`!0 gocument, or any no~tfon of it, may result in so~~ere civil and criminal pen~itias, and will ue prosecuted to the maximum extent possible underthe law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which e~ires on 07/14!2016, and is not for resale. (911356760) User Notes: PAPR - 003508 ~~ 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. 3 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owned or ifs"des g'nee~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 ofd 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 ? ~~I responsibilities under the Design-Build Documents. 's ~ N ~ il t § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the V~brk `in accordaiice:with the requirements of the Design-Build Documents. The Owner shall not have control over o~ charge of, and w ill not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, oc their agent or employees, or any other persons or entities performing portions of the Work for the DesignBulder:' """•b '''- ~"`-"~ ~~"~',3 § 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 ] 5.5.2, 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. ox employees, or other persons or entities performing portions of the Work. ,z(.. .. . ~ 5 § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance"with Section 9,8 and t(aie ~_. 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-Buildgr or any o~~~persori"~ j or entity, except to the extent required by Section 5.13.1.3. . f .:,. § 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 Doc~mepts ,. _ _, _ 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, witho~t 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 ur~der~§ 3.1.9. ARTICLE 8 TIlVIE ~ § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By execufirig'tNe """ ~""`"' Design-Build Amendment the Design-Builder confirms that the Contract Time is areasonable-period.for-:performing,..._. ...: , :,:~ the Work. AIA Dpcument A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Insfi(ute of Architects. All rights reserved. WARNING: This AIA' bocument is protected by U.S. Copyright LTw ~nc1 International Treaties. Unauthorized reproduction or distrihution of this AIA`d 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 draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which e~ires on 07!14/2016, and is not for resale. (911356760) User Notes: PAPR - 003509 ~9 § 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 Completion within the Contract Time, § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETI ~ N OF THE WORK. The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant damage;- •, - - ----• - ~_ hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of 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 t~e acadetruc 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; d` isruption 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 Ls~udated 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. ~s f ` .: § 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 liy changes'ordered in th{e Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties o'r other causes ~:..., beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding-dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended - ... .. by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. _ `''~ ''~~ (Paragraph deleted) s '=~, ` Ly `,'`,'3 s~`f;' '``+'~ ' § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for~additionai time, such' request shall be docunnented by data substantiating the weather conditions a) were abnormal for a period of time which could not have been reasonably anticipated; b) had an adverse effect on the work scted ;led, and alternate work unaffected by the weather could not have been done; and c) had an adverse effect on {heonstructio~ sc~edule _ _. , Y such that the loss of work time wilt adversely impact the established completion date. The Contractor must make -~ every effort to mitigate the potential effect of the weather on the construction schedule incltZding, but not-limited to, rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and submitted to the .,._ District for approval within ten (10) days from the end of the event causing the impact on the construction schedule. ''~ •,. An extension of time not requested within the appropriate time period shall not be considered.' The approved ~ '~ ' ~'~~ '', extension of time shall be incorporated in the next Change Order. j §.8.2.4 Anticipated Weather Delays: A total of five (5) days per calendar month (non-c~nulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered juste$cation for an extension of time. Such anticipated adverse weather days are established only for normally sc~eduled work days, ~ excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on tho"se'"days ar'e-severe enough to impact the scheduled work on the following work day. If adverse weather daysbeyond the:five.(5).days , :-:.__. .f anticipated are substantiated and the Contractor could not mitigate the impact of the additional adverse weather AIA Document A141T" — 2074. Copyright ~ 2004 and 2014 by The American InsUiute 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 !UA° Document, or any portion of it, may result in severe civil flncl criminal penalties, and will be prosecu4ed to the maximum extent possible under the law. This draHwas produced by AIA software at 14:33:55 on 08/1812015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (911356760) User Notes: PAPR - 003510 20 days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction schedule and only to the extent of one (1) full day of extended time for each full working day of adverse weather conditions which prevented aforty-hour work week within a seven (7) day calendar week. 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 L?esign-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 potions of the Work and p}~epared 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 payii~ent. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Design- under shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shad be~ notarized, if required, and supported by data substantiating the Design-Builder's right to pa~. ent as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, ar~d 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 ar 1 entities providing services or work for the Design-Builder, unless such Work has been perfprmcd=by_=others whoma the Desi gn-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 off the site shall be -' ~ a conditioned upon compliance by the Design-Builder with procedures satisfactory to the Ownei' to establisli~~the •:a Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include tl'e~ costs of applicable insurance, storage and transportation to the site for such materials and eQuipment~stored off'the`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 furthei! 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-B~ilder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor-ofthe- ~---~ . _._,...._, _.,, 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 ,, The Owner shall, within twenty-one days after receipt of the Design-Builder's Application for Payment, issue to the `' `':r ~'d Design-Builder a Certificate for Payment indicating the amount the Owner determines is pr~ope~ly due, and notify ~+ the Design-Builder in writing of the Owner's reasons for.withholding certificction in whole or an part as provided in Section 9.5.1. ~.~~ V.. ~` "' ~ ` ``~ § 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 AIA Document A141T"' — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright L.ew anti International Treaties. Unauthorized roprpduction or distrihution of this AIA`' Document, or any ~~ortion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software et 14:33:55 on 08/1B/2015 under Order No.0239586208_1 which expires on 07!14/2016, and is nol for resale. (911356760) User Notes: PAPR - 003511 21 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. T'he 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 pecassary to protect the Owner from loss for which the Design-Builder is responsible because of s defective Work, including design and construction, not remedied; .1 .2 third party claims filed or reasonable evidence indicating probable filing of suchy 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 ofthe Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Tune, and that the unpaid balance would not be adequate to cover actual or liquidated damagesfor the anticipated delay; .7 repeated or substantial failure to carry out the Work in accordance with the T~esign-Build Docyments. 5 § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for ~mo~nts previously withheld. ~ ~ § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole,o~t ozl, . .. ,., 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 m the manner and within tha time provided in the Design-Build Documents. ,, _ f ~ § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity.provi'ding ~._..,.~.. 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,~liy appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing-servi~es or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing sery ces'or work for the Design-Builder to make payments to subconsultants and subcontractors in a siinil~r manner. - ` ; § 9.6.3 71~e Owner will, on request and if practicable, furnish to the Architect, a Consultant Contractor, o~ other person or entity providing services or work for the Design-Builder, information regarding percgntages of ~om~letion_ 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 seYvices-or work•for=the-r---~--- -- ----` 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"' ~•.-., ' 9 `;f Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shill 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; js ~ § 9.6.5 Design-Builder payments to mater►al 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 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 International Treatios. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may re3ult in sevicere civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This drat was produced by AIA software at 1h:33:55 on 08/18/2015 under Order No.0239586208_i which e~ires on 07/14/2016, and fs not for resale. (811356760) User Notes: PAPR - 003512 22 § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Ov~n~er 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-Buildcr, '~ithin 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 Desi~n-Builder's reasoriab~e '~ ~_ --costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents:-t § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or d~esi~nated portion thereof is sufficiently complete in accordance with the Design-guild Documents so that the Owner"can occupy or utilize the Wotk for its intended use. The date of Substantial Completion is the date certified by the O~ejr 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 prepare and submit to the O~ner~an occup~nc~~permit issued by the South Carolina OfTice of School Facilities and a comprehensive list of items to b completed or; ~ ` ~ corrected prior to final payment. Failure to include an item on such list does not alter the re~ponsibitity't~f then _... .. ,.. . ., _ __ Design-Builder to complete all Work in accordance with the Design-Build Documents. ,.::. __-. ~ _ ,: ,,., "j § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner's inspection 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; tha Design-Builder shall, before issuance o£the Certificate of Substantial Completion, completeror`correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for'another inspeatio ' °` `"~ by the Owner to determine Substantial Completion. _ e0 i .., ~ "` § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and ~~ '~rT:..~„ Design-Builder shall discuss and then determine the parries' 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 piepare for. ~ ~°' the Owner's signature an occupancy permit issued by the South Carolina Office of Schoo] Facilities and,a i, ,s ``~' Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date.of Substaritial`~:~' Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, u~ilities '? damage to the Work and insurance; and fix the time within which the Design-Builder shall Finish all items on ~he list accompanying the Certificate. Warranties required by the Design-Build Documents shall comrpence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of ; , Substantial Completion. i E § 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, Paymec~t shall be adjusted for Work that is incomplete or not in accordance with tha requirements ofthe Design-Build r '`~~ Documents, ~, ~. '`~ `~ y ~ § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Wok 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 autFiorized bypubI~c ~'~ ~' 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 AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All r(ghts reserved, WARNING: Thls AIA"' Document is protected by U.S. Co~yric~ht Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ bocument, or any portion of it, may result in severe civil anti criminal penalties, and will Ise prosecuted to the maximum extent possible undor the Iaw. This draftwas produced by AIA soflwafe at 14:33:55 on 08118/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for fesale. (911368760) User Notes: PAPR - 003513 3 ~ j ~ 23 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. Why 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 O~vner and Design-Builder. ~. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder ~hal jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the con ition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of t~e Work-shall notconstitute acceptance of Work not complying with the requirements of the Design-Build Documents. a --- ~- a ~ § 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"iri~pection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make& such inspection. 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. ~ ~ g § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until tNe Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and o~her'jindebtedness 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,insura~ce., ___ 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 selectionsmade 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 ih and waivers of liens, claims, security interests, or encumbrances, arising out of the Contrac~, .to the extent .. such form as may be designated by the Owner, If an Architect, a Consultant, or a Contractor, or other person o~ 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.Jens, '' "~ 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. ~-" ~ '' ~,~ s' ., § 9.10.3 If, after Substantial Completion of the Work, final wmpletion thereof is materially de~~yed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon ~ppli;cation by the Design-Builder, and without terminating the Contract, make payment of the balance~dua for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully compl~ted~ or corrected is5 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 acre ted 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. "'~ ; ,,:-, .~ ,.~ a _ -•~ ~~ 4 ~ j § 9.10.5 Acceptance of final payment by the Design-Builder shag constitute a waiver of claims~by the Design-Builder except those previously made in writing and identified by the Design-Builder as iriseitled of tYietime" is-.. -.__,- ~_~__. _. ..:.. , -..._: of final. Application for Payment. AIA Document A141T"' — 2014. Copyright 02004 and 2014 by The American Institute of Architects. All rights reserved. WARNING; This AIA" bocument is protected by U.S. Co~~yright Lt~w and International Trestles. Unauthorized reproduction or distribution of this AIA" Dooument, or any portion of it, may result in severe civil and criminal penalties, and will bR procecuYed to the maximum extort possible widorthce law. This draft was produced by AIA software at 14:33:55 on OS/18I2015 under Order No.0239586208 1 which expires on 07/14/2018, and Is not fa resale. (911356760) User Notes: PAPR - 003514 24 ARTICLE 10 PROTEC'T'ION OF PERSONS AND PROPER'T'Y § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precauti9ns and progams in connection with the performance of the Contract. j°' ; § l 0.2 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 employees on the Work and other persons who maybe affected thereby; .1 the Work and materials and equipment to be incorporated therein, whether i~}~ storage on or offthe .2 -_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 of replacement in the course of construction. •-. - 5 § 10.2.2 The Design-Builder shall comply with, and give notices ►•equired by, applicable codes, rules and regulations, and ]awfizl orders of public authorities, bearing on safety of their protection from damage, injury or loss. § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existir performance of the Contract, reasonable safeguards for safety and protection, including other warnings against hazards, promulgating safety regulations, and notify owners 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...r., ~" necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such activities ,,,- ~ under supervision.of properly qualified personnel. 3 § 10.2.5 T'he Design-Builder shall promptly remedy damage and loss (other than damage o5 losstnsured underf 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 £or whose acts they may be liable and for which tY~e Design-Builder is responsible under Sections 10.2,1.2 and 10.2.13; except damage or loss attributable to acts or onnissions 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. V -:;; § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder'saorganization, `at file site'' whose duty shall be the prevention of accidents, This person shall be the Design-Builder's sup~rintendent~;unless ~, i ~ a~ 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 sq as to cause damage or create an unsafe condition, __ _ 1 1_:-~_ § 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 -., ~ '~ ~`a~ party to investigate the matter. u 3= `~`• s § 10.3 Hazardous Materials 5 § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build i 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~jto 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 AIA Document A141 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This. AIAm Document is protected by U.S. Copyright Law and InternaEianal Troaties. Unauthorized reproduction or distribution of this AIA' pocument, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to file maximum extent possible under file Taw. This draft was produced 6y AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which expires on 07!14/2016, and is not for resale. (911356760) User Notes: PAPR - 003515 25 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.Un~ess 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 ~f such material or substance or who are to perform the task of removal or safe containment of such material o~ substance. The ~" Design-Builder will promptly reply to the Owner in writing stating whether or not the Desi~n-Builder has'- `reasonable objection.to the persons or entities proposed by the Owner. If the Design-Builder has an~ob~ection-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 in3the affected area shall resume upon written ageement 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 4~ vJ$ additional costs of shut-down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the DesignBui~der, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, datn~ges, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting frorrl performanceof the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as~described rt- _~i in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage logs or expense ~s ' attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible prpperty (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 Ownex's Criteria. The Owner shall be ; '' responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-Bu~lder's -' ,, .. fault or negligence in the use and handling of such materials or substances. , 1.. s 1 § 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 ` ~--.__; j 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 ~erfarmng'V~ork as` required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all`~cost and expense,. ~"~ thereby incurred. ~ ~ ,:'' § 10.4 Emergencies ! s In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Build~r'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 iri accordance with tile• ., Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to at~just`the Contract Time ~"` and Contract Sum, as appropriate. If such Work is not in accordance with the Design-BuildDo~uments, 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 Tirt~e will be adjusted as appropriate. at AIA Document A141T"' — 2014. Copyright m 2004 and 2014 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 AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possihle unc#er the law. This draftwas produced by AIA software at 14:33:55 on 08/16/2D15 under Order No.0239586206 1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003516 } 26 § 11.2 Correction of Work § 11.2.1 Before or After SubstantiAl Completion. The Design-Builder shalt 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 ~ j compensation were made necessary thereby, shall be at the Design-Builder's expense. 4 y § 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 tWo years-after the lafe of '~ Substantial Completion of the Work or designated portion thereof or after the date for comr~eneement of wary-anties - -- - -4 established under Section 9.9.1, or by terms of an applicable special warranty required by the Design-Build Documents, 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 the two-year 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~rec~ipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 The two-year period for correction of Work shall be extended with respect to portions-ofWork first°'-""" ""' ~ '~ performed after Substantial Completion by the period of time between Substantial Completi.pnrand_the actual._ ,. _ _m completion of that portion of the Work. E § 11.2.2.3'Thetwo-year 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. ,. §i § 11.2A The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner•-q~ 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 litr~ifation with respect tc other obligations the Design-Builder has under the Design-Build Documents. Establishmen~'of the two-year~peritic for correction of Work as described in Section 11.2.2 relates only to the specif c obligation;of tie Design=~3uiller;t correct the Work, and has no relationship to the time within which the obligation to compl}~ with the Desi~r►-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced t~ establi; the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correc}t the f Work. ~ M .. _..:.- _-,...._,y~ r,:..: .r: '-~ —•- ~~~_~--~ -- § 11.3 Acceptance of Nonconforming Work Ifthe 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 Conhact Sum.will•be~ - - ..,., reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has, been made. Acceptance ofNonconforming 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. a ~~ ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, inc~ud~hg those in electronic form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contactors; and "anyother - `_. _._._._... person or entity providing services or work for any of them, shall be deemed the authors and owners:oftheir.. respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, 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.3. Co'pyright Law pnd InternaEonal Treaties. Unauthorized reproduction or distribution of this AIAw Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum e~ctenf possible under the law. This draft was produced by AIA software at 14:33;55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/74/2016, and is not for resale. (911356760) User Notes: PAPR - 003517 27 _.: . ---- - ~.:::. t 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; qr 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 solely and exclusively for purposes€of constructing using, - -~ maintaining, altering and adding to the Project, provided that the Owner substantially perfo~msrits obligations, including prompt payment of all sums when due, under the Design-Build Documents. The license granted under this section permits the Owner to autl~orize its consultants and separate contractors to reproduce apj~licable portions of the Instruments of Service solely and exclusively for use in performing services or conshvc't~on for the Project. ' § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consu~tan~s, and Cc that will allow the Design-Builder to satisfy its obligations to the Owner under this Article ~2.',~'he Desi~ licenses from the Architect and its Consultants and Contractors shall also allow the Owner,iin t~e event ~ Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive I}cerise solely exclusively for purposes of constructing, using, maintaining, altering and adding to the Project,~provided hat the Owner (1) agrees to pay to the Architect, Consultant or Contractor all amounts due, and (2)'provide•t}1e'Archi'tect Consultant or Contractor with the Owner's ~tn•itten agreement to indemnify and hold harmless. the Architect,..,.>.,~._. Consultant or Contractor from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's alteration or use of the Instruments of Service. § 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 Qwnei• 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 tl Ts`Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 1`3:1:4 .or 13:2.2.1._ ARTICLE 13 TERMiNA.TION 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 ofthe-I?esign-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 ofperformanee of:services.unaer-tfiis Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give se~+en days' written ` notice to the Owner before suspending the Work. In the event of a suspension of the Work,;the~Design-B~ilder. sliall have no liability to the Owner for delay or damage caused by the suspension of the Work. $efgre 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 compensat~op for, and. t~me 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. ~f ~. ]j § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for~reasons other an the fault of the Design-Builder, the Design-Builder may terminate this Ageement by giving not less than s~~eve~{ days' written notice. ~ ~ ~~ ~, r ~ s ~ 5 ~' § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice"should'tfie otfie"r party fail substantially to perform in accordance with the terms of this Agreement through no fault of:the party.. - . . -. initiating the termination. 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 anti International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, rciay result in severe civil oriel criminal pen~ities, and will be prosecuted to the maximum extent possible under the law. This draftwas produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 wh(ch expires on 07/14/2016, and Is not for resale. (911356760) User Notes: PAPR - 003518 28 § 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 shallthe Desigr►-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. ~.___r _ _:.,., .:..,_, § 13.2 Termination or Suspension Following Execution of the Design-Build Amendm § 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 pei days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contra employees, or any other persons or entities performing portions of the Work under direct ~ the Design-Builder, for any of the following reasons: Issuance of an order of a court or other public authority having jurisdiction .1 be stopped; .2 An act of government, such as a declaration of national emergency that ►•eq stopped; .3 Because the Owner has not issued a Certificate for Payment and has not no of the reason for withholding certification as provided in Section 9.5.1, or t made payment on a Certificate for Payment within the time stated in the DE .4 The Owner has failed to furnish to the Design-Builder promptly, upon the 1 reasonable evidence as required by Section 7.2.7. .~..._.~ P30 consecutive or their agents or irect contract with all Work to Work the Desigf~-Builder .e the Owner l~as not Build=Documents; or '~ "-" =± i-Bui,lder'sreyues..t,.__ .....___ § 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 t~►an 100 percent of the total number of days scheduled for completion, or 120 days in any 365-c~ay per pd, whichev~r is less. `'"` ., c s ~. § 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. § 13.2.1A If the Work is stopped for a period of 60 consecutive days, through no act or fault of the Design=$udder. or any other persons or entities performing portions of the Work under contract with the Design Builder'~becau~se the Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Doc~metlts with re`spect~to;;• ` matters important to the progress of the Work, the Design-Builder may, upon seven additio~►al days' written notice ~ ~' to the Owner, terminate the Contract and recover from the Owner as provided in Section 1~.2. ~.3. ~ ~ + ' 13.2.2 Termination b the Owner For Cause § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder fails to submit the Proposal by the date required by this Agreement, or if no ~ate is indicated,=within-a- — -.l reasonabletime 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-Builder; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and r~'egu~~ations, or lawful x orders of a public authority; or a ~ .5 is otherwise guilty of substantial breach of a provision of the Design-Build Docents. Q i ': § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rigT~its or remediesof the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven..days'- -.wr-itten.,notice,---.---:-. --:- 3 terminate employment of the Design-Builder and may, subject to any prior rights of the surety: 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 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 law. Thls draft was produced byAlA software at 14:33:55 on 08!18/2015 under Order No.0239586208_1 which e~ires on 07/14/206, and is not for resale. (911356760) User Notes: PAPR - 003519 29 .1 .2 .3 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; 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 request of the Design-Builder, the Owner shall furnish to the Design-Builde~ 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 Section13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. £ ~ __.._r..,._.,.,_.__,_ ,....,.._....._... § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work a~d o~her damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Build~r. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Ow~er. ~'he 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. i~""`a § 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, lela~y or interr{~pt the Work in whole or in part for such period of time as the Owner may determine, y ~ § 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 ofthe Conhact_Sum shall„incaude_ . . ..__ -_,___ . profit. No adjustment shall be made to the e~ctent ~' ~~~ .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. t § 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 fie A;rctiifect,, ti ..-• `.~ Consultants, Contractors, and purchase orders, and enter into no further Proj~ct ~'greement§~ arid' purchase orders. ~ ~ ~ x~~~~ 1 § 132.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to a ment for Work executed, and costs incurred b reason of such termination. ~' ; ~ 5 t.-,---• ARTICLE 14 CLAIMS AND DLSPUTE 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 ,_ _ _ , 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-guilder arising out of or relating to the C,dntract,-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 clai whether in contract, tort, breach of warranty or otherwise, against the other, arising out of in accordance with the requirements of the binding dispute resolution method selected in period specified by law. causes of action, ~d to the Contract 1.3, within the time e } s 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. Unauthorizctd reproduction or distripution of this AIA`~ Document, or any portion of it, may result in severe civil and cr6ninal penalties, and will be prosecuted to the maximum extent possible wider the law. This draft was produced by AIA software at 14:33:55 an 08118/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (911356760) User Notes: PAPR - 003520 30 § 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 0yvner 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 Ini~ial Decision requirement as a•condition precedent to mediation in Section 14.2.1 shall not apply. 4 ...~:.. .....r.:..~_.~.__....... :... .... ......:__.-~ i 5 : ~ § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except ~s 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-B~ild Documents. § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for ari'iricrease in the Contract Surd, 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. 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. In the case of a continuing delay, only one Claim is necess_ary._. .. . .. . . . .. . ... . . ..~ - ` § 14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be ~ documented by data substantiating that weather conditions were abnormal for the period of time, could not havg,.•-._:...-been reasonably anticipated, and had an adverse effect on the scheduled construction. ..:,. . •~" t § 14.1.7 Claims for Consequential Damages ..,. 'j ~ The Design-Builder and Owner waive Claims against each other for consequential damage arisirig,out of or r ~lafing ~..:., `" •-~.., to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profif;finapcing; ~ ~. business and reputation, and for loss of management or employee productivity or of the s~v'►ces.pf 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, business and reputation, and for_,loss of.,profit except anticipated profit arising directly from the Work and otherwise available under .,.:.,_this '`>; Agreement. f ~, , ~ This mutual waiver is applicable, without limitation, to all consequential damages due to ei~he~ party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to (~rer~lude an ar~ardjo~ liquidated damages, when applicable, in accordance with the requirements of the Design-Bui1d.;Documenf's. ~ k i a § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between theOwner - -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 $.3.2.9 and B.3,2.10 of Exhibit B to this Agreement, unless 30 days have .... passed after the Ctaim has been initiated with no decision having been rendered. Unless otherw}se 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. Tf 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 1451.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's respon~e. (1) w►thdrawing "`` the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a comprom~se~`- ,~ 'f AIA Document A147 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'0' Document is protected ~y 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 uncierthe law. This draft was produced byAlA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14!2016, and is not for resale. (911356760) User Notes: PAPR - 003521 i~ , t 31 § 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 oii 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 of supporting data will be fizrnished 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; `nd '(3) identify any change in the Contract Sum or Contract Time or both. The initial decision shall ba final an~ binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, tq~~ binding dispyte 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 _s 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'fo,,notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of~ Design-Buldex'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 sfiallproceed in3advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a p~rio' of 60 days from the __F s date of filing, unless stayed for a longer period by agreement of the parties or court order. 3 § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediatiorr•shall-be-held imthe °- - •• - -' 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 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. ~' M1 ~ 'T~~ ~ .~ t _- __ ___..... ._ .._. _ -.... __...:... ' i AIA Document A141 *"' — 2074. Copyright 0 2004 and 2014 6y The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document i~ protected by U.S. Copyright Lflw and International Treaties. Unauthorized reproduction or distribiKion of this AIA~d Doeument, or any portion of it, may result In severe civil aiui criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 06/18/2015 under Ober No.0239586208 7 which e~ires on 07/14/2016, and (s not for resale. (911356760) User Notes: PAPR - 003522 32 § 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 assigrunent without such consent, that party shall nevertheless remain legally responsible for ali 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 obligatons'under the Design-Build Documents. The Design-Builder shall execute all consents reasonably requirgd to facilitate such . ._.. j assignment. ? § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors td 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 ~ssipnment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistgntwith this Agreement, provided the proposed consent is submitted to them for review at least 14 daysprior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to executi'e certificates or consents that would require knowledge, services or responsibilities beyond the scope of their service#. 4 i S § 15.3 Written Notice ~ r_... .. s ,._... . ,. - -. _. ..y Written notice shall be deemed to have been duly served if delivered in person to the indivi'dua(, to_a member,o;f 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. _.:t •- '"~~ .: ..., § 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 otfierwise imposes_ or available by law. § 15A.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. ~~ ~ y '; j ~ `,' § 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` 1 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 t~sts, inspections and approvals with an independent testing laboratory ar entity acceptable to the Owner, or with~the;a~~ro~riat~ public___ authority, and shall bear all related costs of tests, inspections and approvals. The Design-B~ilder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be presentfor-~ - ° -•- - -' 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 arrange~hen~'s For such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builde~ 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 '+~ Y~ j {Ci AIA Document Al q7T"' — 2014. Copyright ~ 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 AIA°~ Document, or any portion of it, may result in severe c{vil and criminal penalties, and will be prosequted to the maximum extent possible under thQ law. This draft was produced by AIA software at 14:33:55 on 06/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (911356760) User Notes: PAPR - 003523 33 § 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 shalt 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-~i1Documcnts, the s 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 rriade•promptly-to avoid- • -- -- -= unreasonable delay in the Work. § 15.6 Confidential Information i 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 tha~ 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 oth~ person or en~ity except as set forth in Section 15.6.1. i S § 15.6.1 A party receiving Confidential Information may disclose the Confidential Informa~ionlas required by law or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity. A party receiving Confidential Information may also disclose the Confidential Information to its_ employes,,._ 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 ,, .::.-.:? l Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles ~r _ .._..., (3) the titles of other documents published by the American Institute of Architects. .._ ..,,.,~i i ,. . § 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 modifiee or an article is absent from one statement and ' -. , . ~`;' appears in another is not intended to affect the interpretation of either statement. Y ' { § 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; ,:•' ~s ~~ °~4 6.,: meanings. Conduct of the .Architect's Principal, Employees, Agents and Representativ.,es 3 tl _a ~' ,. The safety and security of District staff, students and the general public are of uxmost prior;~ty }o the.___ District. To that end, the Architect shall be responsible for ensuring compliance by ~ the Architect and any employees, agents or representatives of the Architect, including all Design Consultants,;to the following:- - - -----~- °--t A. ~ No drugs, alcohol, knives, firearms or other weapons on District property, whether or,pot=there is .an._ ~ ` existing occupied building. `., B. No frater~iizing with, threats to, ~r ~~se of abusive or ~n•ofa~se lang~k~ge in the presence cif stuclents, ~paien~s; ,, '~ ~; visitors, a• District representatives, agents, or employees. ~ f~'} ` '' C. No improper attire, actions or gestures while on any District property. A No smoking on District property in conformance to Horry County Board of Educ~tion~ policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurence to the individual responsible ! and/or the Architect for whom the individual is a Principal, employee, agent, or reprgsentatiye. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Architect's Principals; employees, agents, and representatives performing work on District properly and contractually- - •requirethe same of all Design Consultants, their employees, agents, and representatives. No employees, AIA Document A141'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Doeument is proEecfed by U.S. Copyright Law anti Intornational Treaties. Unauthorized reproduction or distribution of this AIA'f0 Document, or any portion of it, may rosuit in severe civil anti criminal penalties, and will be prosecuted Eo the maximum extent possible under the law. This draftwas produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0238586208_1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003524 34 agents or representatives of the Architect and Design Consultants 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 respective Architect and Design Consultant 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 represer~tatibns of the desi~i of the Project among the Design B u i l d e r' s promotional and professional nnaterials. 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, Tha :District shall provide professional credit for the Architect and Design B u i I d e r in they Districts 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 t~e written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement. ,.: _. -~--- Drug-Free Workplace f The Architect and the Architect's Design Consultants shall be responsible for initiatiri'g, maintaining and supervising all drug-free programs in connection with the performance of this Agreement.~Th~ 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 _. _,. ..__,'t ~... ._ _ . _... may be amended. Right Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the boo s aid records relate to the performance of this Agreement and shall include all pricing and Change, Order`(Attac, m~nt E) data. Such books and records related to the work covered under this Agreement "shall- -be maintai ed by the Architect for a period of not less than three (3) years from the date of final paymen't'to,,the Ar`chitect~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 Ageement -during the time ..F~° _ frame stated in the previous paragraph. The Architect shall ensure that all records pertauing to_any Project;are~ at_ ~•'~ available for inspection at the location specified by the District within seventy-two (72); hours of notifeatton ~,:` no additional cost to the District. This requirement shall survive termination or completion of the Agreement. . TrafTic Control On-Site and Off-Site: The Contractor shall conduct its operations in a marinerto not interrupt pedestrian or vehicle traffic except as approved by the District and the SoutYi C rolina Department of _. . Transportation. The worksite shall be confined to the smallest area possible allowing ~m~mum :use of streets, . sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Contractor shall use worker and traffic control signs and devices necessary to comply With Section' VIof'U~S: Department of Labor, Federal Highway Administration, Manual on Uniform.Traffic Coniroi Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on publiaroads~"streets, or. highways when work performed obstructs public traffic. When such traffic areas are obstructed to,any.,e~ctent by ~``-,, work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic The'yworkers so designated ~ '' ~~ _' shall not be assigned any other duties while engaged in directing traffic. ~ ~ ,~`' Safety Designee: The Contractor shall designate a competent individual at the worl~site whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA cori'stru~tion safety standards 4 and requirements. The competent individual shall serve as spotter where there is exposu~e of pedestrans,,,studentg, _ _. ~ 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 byuriauthorized' -' ~"' ' "' individuals. 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 Luw and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil anci criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 0611B/2015 under Order No.0239586206_1 which a~iras on 07/14/2016, and is not for resale. (811356760) User Notes: PAPR - 003525 35 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, ifany), 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: http://procurement.sa~ov/PS/PS-irandivestment.Uhtm(.) 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 mto a .._.. ,.. _ .-_ _, - .-.:T-. ; ~ subcontract, that person is on the then-current version of the Iran Divestment Act List f { 7 A,_:, _.:,~ 1 ,~~ ,1 .4 ~_. i F ~ - =~ ~ a ! ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T"T2014, Standard Form of Agreement Between Owner and Design-Builder ~.:.=~~ .2 - ~ AIA Document A141T"'2014, E~chibit A, Design-Build Amendment, if executed ~ AIA Document A 141TM-2014, Eachibit B, Insurance and Bonds .3 .4 AIA Document A141T"'2014, Exhibit C, Sustainable Projects, if completed; .5 AIA Document E203T"'2013, Building Information Modeling and Dig►tal Data. Exhibit, if -.:, ~ ~ completed, or the following: `'' f -~ } ._ ,. ,., Other: r This Agreement entered into as of the day and year first written above. OWNER (Signalarre) ,. -,. ,.,,. , ,; ~ ~r DESIGN-BUYLDER John K, Gardner, Chief:~inancial Officer (Printed name and title) AIA Document A141 ~M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WhRNING; This AAA"' Dacumctnt is protected by U.S. Copyright Lnw and International 7reatios. Unauthorized reproduction or distiihution 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 draft was produced by AIA software at 14:33:55 on 08118/2015 under Order No.02395B62oe_1 which expires on 07/14!201s, and is not for resale. (911356760) User Notes: PAPR - 003526 36 Additions and Deletions Reporf for AIA~ Document A141T"' — 2074 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below III te~Ct the author has added to the standard form AIA document in order to complete it, as well as any text the author may have addetl to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal Iine through the!~original AlA text.-_.::. .~ _.-_. : - --.~ Note: Thls 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 we're g2nerated j 1 simultaneously by AIA software at 14:33:55 on 08/18/2015, F 4 F..—..:4 PAGE 1 AGREEMENT made as of the day of `; in the year two thousand fifteen (2015): j i ~ ~ ~ ' ` ',s ... Hor►~v County SchoolsSouth'Carolina, a political subdivision of the-State of South Carolina: ~ ~ ': •- ~ i t Request for Pio_posals No. 1415-91 ;...:. PAGE 2 C SUSTAINABLE PROJECTS 3 _,, _ BUILDING INFORMATION MODELING AND DIGITAL DATA D "`~ --...., ...,..,,..,,,,r ~. ... ~9 Per "Desitul Requirements" published for Solicitation No. 1415-91. ~`~ ~~ PAGE 3 f ~"~, ~''a s ;~ ~' s 1,;~~' Per "Desi~quirements" puUlished for Solicitation No 1415-9L ... ~ __. . .._ . . ._. ._. _' _ '_ Per "Design Requirements" puUlished for Solicitation Na Per "Desi t Requirements" published for Solicitation No. ' .__ 1415-91 _____ .. ~ . .e . ~~ 7 ''_.._.__.,_. I' ~p 4. a... _.... _,;• 1415-91 . , § 1.1.5 Number not used: Per "Design Reaairements" published for Solicitation No.` a 1415-91' _. Additions and Deletions Report for 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 ar distribution of this AIA`"~ Document, or any portion of it, may rosult in savors civil and criminal penalties, and will be prosecuted to tha maximum extent possible undertlie law. This drak was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which e~cpires on 07114/2016, and is notfor resale. (911358760) User Notes: PAPR - 003527 .~ § 1.1..7 The Owner's design and construction milestone dates: ., Per "Desi~ Requirements" published for Solicitation No. _3 1415-91 § 1.1.8 The Owner requires the Design-Builder to retain tha following Architect, Consultants and Contractors°at the Design-Builder's cost: ~T :~. ~~M~ '~,.~' .,.~«..~ ~aav~~~ ~~a ~t~.o~ :~~~m~t:~~.`CCompleted with information stated Design-Builder's Pro osal __ -~' Per "Design Requirements" published for Solicitation No, 1415-91 (Summary of Services Required, Article ,_ 3). ti _:,..., --,.F PAGE4 1-lorry County Schools Facilities Department, 1160'E Ai~hway 50 Conway, SC 29526 mwol fe002(u,horrycouiityschools. net 843.488.6965' N/A Functional.Performance Consultant (TBD) '~ ti; r` .! . .. ` t .. z ., ~ ;~t~'~,~~'~ ~ stta~~~e Ses~ien ~4:~ ~ ,:...., , .~.,, ,:.._:- . Additions and Deletions Report for AIA Document A141T'^ — 2014. Copyright m 2004 and 2014 by The Amerlcen Institute of Architects. All rights reserved. WARNING: This AIAd Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any poRion of it, may result In severe civil and criminal ~~enalties, an.. • ..4 F e o j f+ ''••-., Y +.'~ 't ;~ .f._ ~` Y 4 ~ s ~ (~....4 ~ .~' .. ..4....1 nM 4n v~~nfu~ n o*n ~~e f: - ~3 ~y Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA~' Documont is protecfed by U.S. Copyright Law and Intornationai Treaties. Unaufhorized coproduction orclistrihution of this AIA`~ Document, or any portion of it, may result to severe civil and criminal penalties, and will be proseaitecl to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003530 4 PAGE 8 Desi~.n-Builder § 3.1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and servi~oes provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information anal belief, the documents or services to which the certifications relate (i) are consistent with the Design-Buil a D~cuments, except ..:.........._ .._:m,~ to the extent specifically identified in the certificate, and (ii) comply with applicable laws, stat~tes;.ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the ~'roject; and (b) that_.._...._._,..__ ......, .3 the Owner and its consultants shall be entitled to rely upon the accuracy of the representations;and stateniet~ts contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shallnot be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their a services, t _.__~ § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Submittals until the Owner or its desi~iee has approved the respective Submittal. PAGE 9 —~ i jNumbers X4.2 &_§4.3 intentionally not usedl .- ■. ., ~ ■- ~ - r. - • ~ i r i Additions and Deletions Report for AIA Document A141T'^ — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyriyht Law and International Treaties. Wiauthorized reproduction or ciistribut(on of this AIA"' Document, or any portion of (t, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draff was produced by AIA software at 14:33:55 on 08/16/2075 under Ordar No.0239566208_1 which expires on 07!1412016, and Is notfor resale. (911358780) User Notes: PAPR - 003531 S :~ .. .. ._, §--4: ' 't a ~J s r_ ._::.--.. ._.~- .4~ ;. .....-_ ..--...~-...... v~-.-:A 6 4.4 Design-Builder's Construction Proposal ;. .., § 4.4.1 1 Design~Builder~~_—.__ n....,e.. ,...t,..,:+.w„ n.,:iae.+.. u.,...,.,.,,i .,.+t,e -rG.o r~o~;,,,, .._e......o ...,a ne.,:,,., n..:iae..+~-The Construction Proposal shall include the following: °° ,~ .1 A list of the ~4~k~it~a~y-~Besjgtrdocuments and other information, including the Design-Builder's clarifications, assumptions and deviations from *~~ ^...~~~'~ ^~:«~~:~, the Owner's original Design ~ ' Requirements and the llesign-Builder's original Proposal llevelopment llocuments as proposed in the Owner's procurement leadine to this Agreement, upon which the Design-Builder's`Propo~al is 5 based; ,' ~ _ .2 The proposed Contract Sum, including the compensation ~,....,~ ,, ,.,,,....: ~ ,.:.... ~method:., .3 The proposed date the Design-Builder shall achieve Substantial ~er~le~iex;Completion (or phased ~ ~" - __ beneficial occupancy, if applicable and acceptable to the Ownerl: ,,: , .' ~ ~..,..:,.. _~.:,_„ PAGE 10 s .6 The date on which the Design-Builder's Construction Proposal expires. j ~;"'~ ~''~,~€ ~ i~ § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a represent~tion by the ~ ' `' Design-Builder that it has visited the site and become familiar with local conditions under which t}►e Work into ~e completed. ... Re~ulatory Aeencies as a uortion of the permitting and approval vrocess for this work. ~ .,..... . . .::.. . .. .... .. . . . ..:.s ,,,,,;~~~ .Y' ~ 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 anti rriarked currently to record changes and selections made during performance of the work. A copv.of submittals accepted_bv the District ,,... __ shall also be maintained at the worksite. These items shall be available to the Architect and District when present at 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 Law and International Treaties. Unauthorizod reproduction or clistributio~ of this AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under thQ law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Ordar No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003532 k s 6 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 famish 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. completeness of such calculations and certifications. 1. Compliance with Employment Laws: By entering into a Contract A~~eement, the Contractor agrees to abide A. s• C. ~. E. F. G. Title VII of the Civil Rights Act of 1964, as may be amended. Aye Discrimination in ~mplovment Act of 1964, as may be amended. Title I of the Americans Disabilities Act of 1990, as may be amended. ~ ", ~ ~ ;~ Equal Pay Act of 1963, as may be amended. ~ ~ ~ Fair Labor Standards Act, as may be amended. South Carolina Wages Act, Code 37-10-10 et seq., as maybe amended, South Carolina Worker's Compensation Act, Code 42-1-10 et sey., as may t be -amended.-_ .--.-----. - - - :-.-~ _.,...: The Contractor shall not discriminate against an vemuloyee or applicant for employment because of race, '"` religion, color, sex, aee, handicap, or national origin except when such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Conhactor, in °'" all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity ,. : Em to er." The Contractor a ees to ost in cons icuous laces visible to em to ees and a' licants•for employment, notices setting forth the provisions of this nondiscrimination clause and sha I include the § provision of this paragraph in every subcontract or purchase agreement of more than 10 000. ~ Employment Taxes and Benefits: The District shall 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 _, ,..= the benefit of any Contractor, subcontractor or supplier employees. (Exhibit1A) or the duties and status of the Project~Manaaer during the course of the+project without approval ofthe District. Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AtA"~ bocumant is protected Uy U.3. Copyright Law and International Treaties, Unauthorized reproduction or diKtri6ution of Phis AIA~ Document, or any poRion of it, may result i~t severe civil and criminal penalties, and will be prosecutcrd to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08!18/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (911356760) User Notes: PAPR - 003533 7 good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worlcsite Communications: The Proiect Manager and Worksite Superintendents) 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 of the Design Builder. _.::.y t a ` PAGE 12 § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall sgcure and pay for the ~..:'a:~~- ~~---~:« ~~ .,.~" ~~ ~~.. ~~"~~ permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project, ,_3 PAGE 13 ,-.--, § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents (as referenced in Appendix B). Items covered by allowances shall be supplied for ~ucl~ amounts,~and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ per~ons or ~ ? ~ entities to whom the Design-Builder has reasonable objection. Elementa School Allowances Descri tion Furniture Hardware HVAC Controls Fire Alarm S stem Pla rounds S ecial Ins ections Commissionin Owner Contin enc Descri tion Furniture Hardware HVAC Controls Fire Alarm S stem Pla round S ecial Ins ections Commissionin Owner Contin enc Amount 1000 000 250 000 Materials onl 500 000 600 000 350 000 E ui ment and mulch onl 150 000 100 000 1 000 000 Middlellntermediate Schools PER SCHOOL Amount 1 500 000 exce t Socastee Middle = 1 250 000 350 000 Materials onl 650 000 750 000 150 000 Intermediate school onl 150 000 125 000 1 500 000 exce t Socastee Middle = 1 250 000 "~ ~ ~~ `-- - z: _ 1 -- . _ ,~' ~ s i ~ ~ ~ ; 'g ., .• ~` `'~,j ~ ~ ' # 4' i i3 .., 3 § 5.7.2 If the Design-Builder sl~ar~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 professional, Contractor or supplier, T'he Owner may ~`°~, _.~ ', x reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonably objection to the proposed new personnel, design arofessional, Contractor or supplier or (2) that the Owner regj~ire~ additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no re~son~ble objection. F j'~ 1 a~ PAGE 14 Additlona and Deletions Report for AIA Document A141T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Docinnent is protected by U.S. Copyright Law and International Treaties. UnautNorizod reproduction or distribution of this AIAP̀ Document, or any portion of it, may result in severe civil and criminal penalties, and will be peosecuteci to the maximum extent possible under the law. This draft was produced by AIA soHware at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14!2016, and Is not for resale. (917356760) User Notes: PAPR - 003534 s § 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. ~'*'~~ ~~:~~~~-' ~~~~~~ ~~ ,~ . , • - > ~s ~ ... ,. ..; Builder shall ie Consfructiori' ping construction, in accordance with maintain at the site for the Owner one copy of the Design-Build Documents and a current set Documents, in good order and marked currently to indicate field changes and selections made and one copy of approved Submittals. The Design-Builder shall deliver these items to the O~ 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 contractors) for costs the and other contractors ,respectively, incur because of the D~ improperly timed activities ~ a~~~';..~ ~ ~~'M.~~:^~ '''"~ "~.m~~ ~`~~"'~~ ~~~~~~~:'.,~ ~~ +"~ ~Ver-k-or defective construction. PAGE 17 .5 , .6 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes the Work; provided that costs of premiums, permits, and taxes that are based on marQina I t or mutually a ~reed upon; and j -... Additional costs of supervision and field office personnel directly attributable to the change F Allowable Overhead and Profit Charees: Additional overhead and profit attributable_ to the _change in co_nfract 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. i ~` f, '3 ... ... .. . .. .. i i ....... . `'@ -•... ii~~~ allowable by the Contractor for administration of the sub-contract. i closeout documents, and c) submittal of an affidavit of navment of debts/claims, if requested by the District, for t0 Additions and Deletions Report for AIA Document A141*M — 2014. Copyright ~ 200A and 2014 by The American institute of Architects. All rights reserved. WARNING: This AIAa Document is protocfed icy U.S. Copyright Law and Intarnafional Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, anc! will be prosecutecf to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08!18/2015 under Order No.0239586208_1 which expires on 07!14/2016, and is not for resale. (911356760) User Notes: PAPR - 003535 9 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 .give notices of ptoject commencennent and take other action to protect the integrity and exclusivity of the project pavinent bondfs). t . A _"'.~ !I ... ._.. .. .....__ _ . . _ .~.- ... .. or § 7.2.3 The Owner shall promptly obtain asements and legal au or~zat~ons ; entitlements regarding site utilization where essential to the execution of the Project. v § 7.2.4 The Owner shall cooperate with the Design-Builder in securing other permits, i►.censes and inspections. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request ink 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. 'T''~~..~~~'~~''"~'T~~~:~-~_4}.;,a~_~ f .~ Jj .,~ ~.. ... i PAGE 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: -..:,,, ` ~.. 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 aqd continue 4 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':~ssued„= deducting from payments then or thereafter due the Design-Builder the reasonable cost of corr'.ectmg such ~ deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover sucf~ amounts, ~he ~F~' Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupant : of the Project (or defined component thereofl the ten-day period referenced herein__is reduced to fire (~ days-during the - 60 days prior to substantial completion as shown on the last scheduleproperly submitted under & 3.1.9. ~ t ~ -, PAGE 20 Addftfons and Deletlona Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thia AIA~ Document is protected by U.S. Copyright Law and International Treakies. Unauthorized reproduction or distribution of this AIA° ~ ~ Document, or any portion of it, may result in severe civil and criminal ~~enaltfes, and will bo prosecuted to the maximum extent possible under fhe law. Thls draft was produced by AIA software et 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (911356760) User Notes: PAPR - 003536 learning process due to proiect activities during the academic term; moving equipment durin¢ the academic term when students and full staff are present; harm to the Owner's refutation and established goodwill amone the community, parents, students, and staff due to late delivery ofthe project; loss of student morale and academic performance due to the on~oinQ 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 will be due from the Desien-Builder to the Owner. i within the work week, or other such actions. Such time extension request shall be in writing and submitted to the District for approval within ten (10) days from the end of the event causing the impact on the construction schedule. , An extension of time not requested within the appropriate time period shall not be considered. The approved ... .= " extension of time shall be incorporated in the next Change Order. i <~ '"i excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days`are severe'` •- . .. ""'~~~ enough to impact the scheduled work on the followine work day. If adverse weather days beyond the five (51 days -..,_ - .,,, anticipated are substantiated and the Contractor could not mitigate the impact of the additional adverse weather ,.:days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction schedule and only to the extent of one~l) full day of extended time for each full working day of adverse'weather t conditions which prevented aforty-hour work week within a seven (71 day calendar week. A cequest.for_ aderse .. ~'*~, '~ qp " weather extension shall not be allowed after the date established for substantial completion. j S+ PAGE 21 ~ ~ ~ ~.. ~t ~~ ~ s The Owner shall, within severtwenty-one days after receipt of the Design-Builder s Application for Payment, issue -- - - ---, to the Design-Builder a Certificate for Paynnent indicating the amount the Owner determines i~ 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 22 `, ';: . ..— '~~ .7 ... repeated or substantial failure to carry out the Work in accordance with the Desjgn-Build Documents. I s v ~ `';,, ~ ~ ~ ~ 3 ~ I a § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-wilder has .:, , . properly paid the Architect, Consultants, Contractors, or other person or entity providing servi~es or work for the } ` - - ~ ~ "' ' """ "`"` -"- ` ~~,`.`~ Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright m 2004 and 2074 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 wfil be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/16/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003537 11 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 ontractor. to the payment of money to a Consultant or PAGE 23 § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner a~rees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner an: occuaan f' ermit issued by the South Carolina Oi~ice of School Facilities and a comprehensive list of items to b~e completed_o corrected prior to final payment. Failure to include an item on such list does not-alter the resp{nsibility of the •-~ -- Design-Builder to complete all Work in accordance with the Design-guild Documents. --= ' =- t o .., § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will .prepare for ~. ? the Owner's signature an occupancy Hermit 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 I Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, fieat;.utilities, ~ ~ damage to the Work and insurance; and 8x the time within which the Design-Builder shall finis} all items .,... on'the.list accompanying the Certificate. Warranties required by the Design-Build Documents shall cammence on the date of ` -. . , , ""~ Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of``• ,..,. Substantial Completion. -.._ ~,r, PAGE 24 .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 ~~Document~s; ~' post-occupancy services to be provided by or through the Design-Builder. ;{ ~ d .,.:,,\ , 1 ,'~ -`' ;r ~ ;y ,~' a PAGE 27 r § 11.2.1 Before or After Substantial Complefron. 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 uncoverin~;and"' ""' " ""'• . „ `'~ replacement, and compensation for any design consultant employed by the Owner whose expenses"and •5°'~~ ~ ` :. compensation were made necessary thereby, shall be at the Design-Builder's expense. ,t`. ... j ~~ ~ ~1 ~3 tl y; i I ? ! § 11.2.2.1 Tn addition to the Design-Builder's obligations under Section 3.1.12, if, within exe-~ea~twoyears after ~ the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of ,._ y warranties established under Section 9,9.1, or by terms of an applicable special warranty requ~ed by the Design-Build Documents, any of the Work is found not to be in accordance with the requirements`~of the - ' " " ~ '" -- P.` .'`:~° Additions and Delefions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architecis. Ati rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution pf this AIA`'' Document, or any portion of it, may rosulY in severe civil and criminal penalties, and wilt be prosecuted to the maximum extent possihlo under the law. This draft was produced by AIA software at 14:33:55 on 06/1812015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003538 ~2 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 the exe~ea~two-year period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 The e~~two-vear period for correction of Work shall be extended with respect to first performed after Substantial Completion by the period of time between Substantial Completi< completion of that portion of the Work. irtions of Work and.the,actual _ . . .. .. ,.,, § 11.2.2.3 The ei~eyea~two-year period for correction of Work shall not be extended by by dte Design-Builder pursuant to this Section 11.2. Work performed § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limi other obligations the Design-Builder has under the Design-Build Documents. Establishment o twoyear period for correction of Work as described in Section 11.2.2 relates only to the speci Design-Builder to correct the Work, and has no relationship to the time within which the obli~ the Design-Build Documents may be sought to be enforced, nor to the time within which proc commenced to establish the Design-Builder's liability with respect to the Design-Builder's o6 specifically to correct the Work. F _,.._., '. 7 i with res~ect~to exe-~~ ligation of the i to comply with ►gs may be ?_ Ions other than ,... ... ..._,.r._. ., . . , . _,::....,t ,.. „ ... 3 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 Sutx1 will be reduced as appropriate and equitaUle. Such adjustment shall be effected whether or not f►nal payment has been g € ~ made. Acceptance of Nonconforming Work may only be evidenced by wr tten_aPreement specifying the. Work by inaction or implication. PAGE 28 § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable an'd ., non-exclusive license to use the Instruments of Service solely and exclusively for purposes of constructing, using, ,.. maintaining, altering and adding to the Project, provided that the Owner substantially performs its pbligation.s, " ' including prompt payment of all sums when due, under the Design-Build Documents. The license,granted under this'" section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of~~ e the Instruments of Service solely and exclusively for use in performing services or construction for the Proje~t. § 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 eventthis`~ `-.. Agreement is terminated for any reason •'-~~''~~~ ''~~ a~~..,` --A `'- ~ ^..m~~ ~~ :~ 4L.e ~...~«4 4L.e ~,e..:°,:.. ~..:u„»>.. . ~ o~obtain a -, ``~ A~~, limited, irrevocable and non-exclusive license solely and exclusively for purposes of constructing,3tasing, ~< j maintaining, altering and adding to the Project, provided that the Owner (1) agees to pay to the Architect, Consultant or Contractor all amounts due, and (2) provide the Architect, Consultant or Contra~tor~with the Owner's written agreement to indemnify and hold harmless the Architect, Consultant or Contractor from al~ costs and ~ 1i expenses, including the cost of defense, related to claims and causes of action asserted by any third persol~._or_entity.. _ .. , __; of Service. q to the extent such costs and expenses arise from the Owner's alteration or use of the Instruments d .,.. ~:...:. Additions and Detetlons Report for AIA Document A141T'" — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All r(ghts reserved. W7IRNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ pocumenf, or any portion of it, may result in severe civil and criminal penalties, and wfit be prosecufeci fo the maximum extent poss3hle under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No,0239586208_1 which expires on 07/14/2016, and Is not for resale. (911358760) User Notes: PAPR - 003539 13 § 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, fi•om all claims and causes of action arising from or related to such uses. The °~~•~^^ '''.'.''. 'T''~~ terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for _,_. . cause under Sections 13.1.4 or 13.2.2. ~ r~-._.- _ _._,_._ ,~ PAGE 29 __._,.... ,.,...-._.,.. .........: . _ _.,__ § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder sh~tl be compensated for termination and any other Worlc 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. s 1 ,'• ... v 3 ,0 ~ z k § 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,.upor► seven ._ days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and ~xef~profit on that executed Work, and costs incurred by r' eason-of such- - - ~ ~ -•- ~ --~-~-' .::.:: { f~-~-~:~~~:~~,~~a a~~~~~-~~. termination. r PAGE 30 - § 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. I~such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner.~The obligation for of e~:Contract and are expressly included in fle performance such payments shall survive termination of the .. ~-.. ~`` the Work covered by the Design-Builder's performance bond. ,.~ ... ,..i § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive , payment for Worlc executed, and costs incurred by reason of such w ',, ~ ~~rn ..,. e c~~,...i..,,.F e e,,..te~:termination. ,1: § 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 Cdntr~ct=-----• --- •-= ---_-~ in accordance with the requirements of the binding dispute resolution method selected in Section 13, within the time _ ~r ` _ __ period specified by , PAGE 31 ~-} .2 ` °~ Y^~2 damages incurred bY the DesiSTS-Builder for Princi Pal office exPenses including"'the`com pensation of x personnel stationed there, for losses of financing, business and reputation, and ~`or loss of profit Ie:Work and otherwise available under this except anticipated profit arising directly from the Agreement. ~ ::,_-_:::,...r.:_,..,_.-,m~...-.__. ._. { i PAGE 32 _~.—.~ ::.:: ,_,.: _,.:,., Additions and Deletions Report for AIA Document A141TM — 2014. Copyrightm 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protoctetl by U.S. Cnpyridht Law and International Treaties. UnauthorizQd reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (911358780) User Notes: PAPR - 003540 14 m~a~ § 14.3.2 The parties shall endeavor to resolve their Claims by .T. ,=: 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 ~. .. _. ~ ...,.. .~ _,~~ ~; .. ,' '{ f 3 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 anti International Treaties. Unauthorized reproduction or clistrihutian of this AIA"' Document, or any poRion of it, may result in severe aivfl and criminal penalties, anti will be prosecutecl to the maximum extent possible under the law. This draH was produced by AIA software at 14:33:55 on 08118/2015 under Order No.0239586208_1 which wcplres on 07/14/2016, and la not for resale. (911356760) User Notes: PAPR - 003541 15 _ , .. -, .. .. ~: The Contract shall be governed by the law of the place where the Project is ~,~T: ocate . i PAGE 33 ' Written notice shall be deemed to have been duly served if delivered in person to the individual, to-a mein~lier"of thefirm or entity, or to an officer of the corporation fox which it was intended; or if delivered at, or set by registered or certified mail or by courier service providing proof of delivery to, the last business address lrnownrto 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 BIM and/or project F management software used by the parties for the project. ^., :~ PAGE 34 ; z 3 ~""`° i The safety and security of District staff, students and the gen eral public are of utmost priority to the --.-i District. To that end, the Architect shall be responsible for ensuring compliance by the Architect -and anX emnlovees, agents or r~resentatives of the Architect, 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 occuuied building, B. No fraternizing with, threats to, or use of abusive or• profane I~nhua~e in the presence of.stuclea~ts, ..par ifs, Y visitors, or District reprzsent~2tives, agents, or e~nplovees. ? 3 ~. ._ ~~ C. No imuroaer attire, actions or gestures while on any District properly. No smoking on District properly in conformance to Horry County Board of Education policy..,. _.-,Violations j of such policy shall result in a civil penalty of up to $1,000 per occurence to the individual re§»onsible ~''" ,.:., ' "'~ and/or the Architect for whom the individual is a Principal, employee, went, or representative. - ~~D, Secure SLED (State Law Enforcement Division) criminal background checks on all the Architect's pu on request. Promotional Materials ._ _a The Resign Builder shall have the right to include photographic or artistic representations of the design of Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright m 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIR°' Document is protected by U.S. Copyright Law and I~ternetional Treaties. Unauthorized reproduction or distribution of th(s AIR`'' Document, or any portion of it, may result in severe c(vfl and criminal penalties, and wilt be prosocutecl to the maximum extent possible under fhe faw. This draft was produced by AIA software at 14:33:55 on 08/16!2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911358760) User Notes: PAPR - 003542 16 supervising atl drub 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 Audit Proiect i The Contractor 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 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 bv< shall not be assigned any other duties while engaged in directing traffic. all parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety the following URL: httU://prod.u•ement.sc.goy/PS/PS-ira~~ciivestment.pht~n(J Consistent with Section 11-57-310(B), subcontract, that person is on the then-current version of the Iran Divestment Act List =" -~ { 9~ ~=f i.l f f '9 z. ir 4 i ''• r F { 1 a ;. j L Additions and Deletions Report for AIA Document A141TM' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: TIZIs AIA°J Dpcument is protected by U.S. Copyriyht Law and Inttsrnatfonal Treaties. Unauthorized re{~roduction or distribution of this AIA~ ~ 7 Document, or any portion of it, may result in severe civil and criminal penalties, and will be proseauEecl to the maximum extent possible under the iaw. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14!2016, and Is notfor resale. (911356760) User Notes: PAPR - 003543 PAGE 36 John K. Gardner. Chief Financial Officer. i ^ ~a ~, ,... ., 3 ~ ~— ~;!~ 'i <~~,, ': 3 i ~ 1 ~ j Addttiona and Detetlons Report for AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAd Document is protoctecl by U.S. Copyrlyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA" 1$ DocumenE, or any portion of it, may result in Nevere civil and nriminal ~~Qnalties, anQ will be prosecutocl to the maximum extent ppssible under the law. This draft was produced by AIA softvuare at 14:33:55 on 08/18/2015 under Ober No.023s588206 1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 003544 Document A141rM - 2014 Standard Form of Agreement Between Owner and AGREEMENT made as of the :day of '. in the year two thousa~~d'fifteen (20 (In words, indicate dory, month and yeah) BETWEEN the Owner: (Name, legal stains, add~~ess and othe~~ information) __ __ Horry County Schools: South Carolina, a political subdivision of tl~e State of South ;This document has Important i ~a le'al 9 consequences. ~: ~~ Consultation with an attorney ~ is encouraged•,witf respect to its'completioniormodification.... CaColina. and the Design-Builder: (Nance, legal status, address and other a?rormution) Consultation with an attorney is also encouraged with respect to ,__ ' -: professional licensing ,,, requirements in the jurisdiction where She Projectisllocaled. ;r _.... ,. .. for the following Project: (Name, location a~7d detailed descriph'on) 5.... '" ~ ~~ -.,,.~ __ ,Request for Proposals No. 1415-91 n: w~' ~5,~7 ip ` The Owner and Design-Builder agree as follows. _ i ~ y F i~ ~~ f 1 ~ ~ ~ - - ~-• ~ ~~ - - -~ ;,, r t S `+ z i j ELECTRONIC COPYING of any portion of this AIA~ Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of ihis document. AIA Document A141T^' - 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protzcted 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 maxhnwn extent po,sibte imcier the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003545 ~ 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 a A -- -- ~- ~ --.-- ••— --, a 6 CHANGES IN THE WORK 7 OWNER'S RESP011SIBILITIES 8 TIME ' '" ~ x` f 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 i~ -~ 1 _.___ ~..,_ ._ _. _ .. ,. - '`x i ~.,J ~- . ., . .~•.} t "' -..,._ { i .: ..;t,..,.„<., 3t --. ...-. ~ s t TABLE OF EXHIBITS A "`' DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS C SUSTAINABLE PROJECTS ~3~ Y I t "'' '~ < ~~' 'x `^ ~` ,~~ ~^, R j ~ D BiIILDING INFORMATION MODELING AND DIGITAL DATA ~ ? '' 3 }' i 1 '- - - --°-•-•- - -• ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria This Ageement is based on the Owner's Criteria set forth in this Section 1.1. • -~-- -(Note the disposition for the,following items by inserting the requested information or a statement"sa~ch as "not applicable" or• "unknown at time of execz~tion. " If the Chnner intends to p~~ovide a set of design documenfs, and the requested information rs contained in the design documents, identify the design docun7ents and Insert "see Owner's ~ ~~ design documents"where appr'opriate.) 'ti '':,. -~ `, j,~ ~ ~ § 1.1.1 The Owner's program for the Project: 3 i (Set forth the program, identify documentation in which the program is set fo~•th, or state the manner in mhich the_ _ p~•og~~am ~~~ill be developed.) s _ . ,.; Per "Design Requirements" published fo Solicitation No: 1415-93. ', AIA Document A141 TM' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U,S. Capyriyht Law and Intem~tional Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil end criminH~ penalties, and will Ue prosecuted to the maximum eutent possible under the law. This draft was produced by AIA software at 11:36:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003546 i 2 § 1.1.2 The Owner's design requirements for the Project and related documentation: (Iderrtifj~ below, or irr an attached exhibit, the documentation that contains the Owner's design reguirements, tnclzrding any performance spec cationsfoi• the Project.) -< 'Per "Design :Requirements" published for Solicitation Na 1415-91. ,_<<. ,} .~ ~. 1 ' V § 1:1.3 The Project's physical characteristics: i (Identify or describe, if appropriate, size, location, dimensions, or other perrinent information, ~ruch as geotechnical reports; site, boundary and topographic surveys; traffic and a~tility studies; availability ofpublic ariilprivate ulililies' " S ----- - -•- •--. -• -•-- ~ •- --and services; legal description of the site; etc.) _. . . ,, `' Per "Design Requirements" published for Solicitation No. ]4I5-91 i g ~ § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (ldent~ the Owner's Sustainable Objective for the Project such as Sustainability Certificattbn; benefit to the environment, enhancement to the health and well-being of building occupants, or improvemen~of energyeffrciency. If the Owner identifies a Sz~stainable Objective, incorporate AIA DocumentA141 T"L2014, Exh'bit C, Sustainable P~•ojects, into this Agreement to define the terms, conditions and Work ~elated to the Owner's sustainable Objective,) j ~ ~ Per "Desig ~' Requirements" published for Solicitation No. § 1.1.5 ] 415-91 ', ` `~ , e ,,, Number not used. _ _ _. < .. ., - ~ a § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below 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.3. Copyright Law and International Treaties. Unauthorized reproducEion or distribution of this AIA'~ Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible unclerthe law. This draflwas produced byAlA software at 11:38:54 on D7/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003547 3 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: jCompleted with information stated Design-Builder's Proposall (List name, legal statzrs, address and other information.) .1 Architect ---~ ~I ~ § 1.1.9 Additional Owner's Criteria upon which the Ageement is based: f~i " ; (Identi,fy special characteristics or needs of the Project not idenirfied elsewhere, such as histo~~tc preservc~tior~ i ~ ~•ega~irements.) 1 Per:."Design Requirements" puUlished for Solicitation No. 1415-91 (Summary of8ervices Required, Article 3). __ ,. ..:_,_, .. ., .a i in the the information included Owner's complies with,, § 1.1.10 The Design-Budder shall confirm that Criteria _.,__:....._..,_, ~_~ 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 sha}1°execute.:a Mod in accordance with Article 6. § 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information documentation in digital form, they shall endeavor to establish necessary protocols governing such transmis; 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'I'eam ~'" § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1:1 ~ ~~, (List name, address and other information.) _ . _. _ _ Mark Wolfe, Executive Director of Facilities (or desi~~nee)' Horry County Schools. . Facilities Department, 1160 E Highway 50 Conway. SC 29526 mwolfe002~horrycountyschools.net _ _ ~, .; ~ 843.488.6965 ~ - ~''', ''~,~ ~ ~ § 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) N/A _ § 1.2.3'I'he Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if known, identify by name and address.) _. :Functional Performance Consullaut (TBD) , ,,~1 -~ - •r ~, ~'~ C 3 _ T i ,,. 3 ~ i ~ G ; ~------_v_.. :. _.. . __ . _.___ _. . _ 1 j ; 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. Co~~yriyht Law flncl International Treaties. Unauthorized re~raduckion or distribution of this AIA~' Dooument, or any ~~ortion of it, may result in severe civil nncl criminal penalties, and will be prosecuted to file maximum extant possihle under the law, Th1s draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003548 t § 1.2.4 The Design-Builder identifies the fo{lowing representative in accordance with Section 3.1.2: (List name, address and other' information.) [ ,, ] Other: (Specify) § 1.4 Definitions `" .... § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner anal Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed m:this Ageement~ and Modifications issued after execution of this Agreement. A Modification is (1) a written amepdment tothe ~ ~ Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3')'-a.~hange 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 ,. ' ~ ` F ',; ~; Owner and the Design-Builder. { ~; design, construction related services to fulfil means the and required thg~ ~' 1.4.3 The Work. The term "Work" § 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,,Tte V~ork _ ____,_ _a ( s may constitute the whole or a part of the Project. § 1.4.4 The Project. T'he 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 known or later developed, of the tangible and intangible creative work performed by the De ~ontractor(s), Architect, and Consultants) under their respective agreements. Instruments c without limitation, studies, surveys, models, sketches, drawings, specifications, digital mod, materials. { ession now iilder, ;e may include, other similar ''`, `j ~' § 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 theDesign-Build Documents for those portions of the Work for which the AIA Document A141T^' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING; This AIA"' I]ocument is protected by U.S. Copyright Lnw and Intomatior~al Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any Nortion of it, may: result in severe civil and criminal penaltiQs, and will be prosecuted to the maximum e~ctent possible under the law. This draft was produced by AIA software et 11:38:54 on 07/14/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (13623107A6) User Notes: PAPR - 003549 _ _. --_ . 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 ~eFse~-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 or ;e of this may be applicable to such employees. § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in theAgreement and is referred to tl~-oughout the Design-Build Documents as if singular in number. The term "Destgr~Builder" means the ~ ~ t Design-Builder or the Design-Builder's authorized representative. ~ & § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for t1►e Design-Builder'for all or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular in num~ier. tTo the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to pxovide the required j ~.....,...._..~.,... :.._3 ~.. ~.:._ .....:.......:... professional services, § 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 Wor(c, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is y 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 conslxuctiori, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully license~i~`ifrequ red'in they ~ ~f jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build:_Documents~as _. 1 '•• •,_.. ~ ~ 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 bus9ness, proprietary information that is clearly marked as "confidential." y.::j § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including autk►orized ''•~, adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. i § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder Work after execution of the Design-Build Amendment, as identified in Article A.l of the ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS .. . Il?I2Gaa .a. 4 ~v~ 4~.v /l. r~~.v. u~u~~ vva n ..{v 41.v Tlv ~ ..v .ti. ~».'~~. ..~ ~ ~~~..... ,,.~. ,~ g .. . . . . ____. . _. > .. .. _. ... ., .. __.. . ._ . .. .... ._. ._ .. E x i .• . . .___._._ .._. . _. . .... . i i f AIA Document A141T'" — 2014. Copyright 0 2004 and 2014 by The American Instltute of ArchHects. All rights reserved. WARNING: This AIA~" Document is protected by U.S. Copyright Law anct International Treaties. Unauthorized reproduction or distribution of this AIA'~ ~acumenf, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent pos~ibie under the law. This draft was produced by AIA software at 11:38:54 on 07!14/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003550 f̀ . t _ ~'-: 2.1 ~uinnbcr not used lam,... ,,..t4,....a., «,] n....a«,. ,.s,...,. ,. F11,....,.. ~~ ~~ ~ "" ~. • _ ~ ~ .~~f tl..~ e.7 - .• § 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. Amounts unpaid Forty-five (45_x) days after the invoice date shall bear interest at the rate entered below, or in:the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Design-Builder,. ~ ,' "1~ .~., (Inse~•t rate of monthly or annual interest agreed upon.) • ~ t '~ . .. A.....o..,J...,...s ,... s„«...;....t:,,«..F*L.... A.,..o.,... e.,s ...L.:..L.e..o.. .........R firm s x ~ . 4 , ' § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For fhe Design-Builder's performance of the Work after execution of the Design-Build Amendment,. the~Owner--.-~:r ,., shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. S ,. ARTICLE 3 GENERAL REQUII2EMENT5 OF THE WORK OF THE DESIGN-BLTII.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. ~ F ~ ' ~~ ;;: ~~~ d $,. ~ "~ Building Permit and Other Pernnits and Fees: No general building uermit is required in accordance witl & 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanica4,-,-.-..-- ~.-:--- .f electrical, plumbins and other such permits which may be required for purposes of inspection at no additional AIA Document A147 T'" — 2014. Copyright ~ 2004 and 2014 by The American Insiltute of Architects. Ail rights reserved. WARNING: This AIA" Document is proEected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`d Document, or any portion of it, may result in savors civil and criminal penalties, and wfll be prosecuted to the maximum extent possible under the law. This drattwas produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~(res on 07/14/2018, and is not for resale. (1382310746) User Notes: PAPR - 003551 cost to the District. Except for Hermits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and ~av for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to Design-Builder's behalf with respect to the Project, the § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Design-Builder shall not be relieved of the obligation to perform the Work in accordance Documents by the activities, tests, inspections or approvals of the Owner. ~T~ ,. Build § 3.1.3.1 The Design-Builder shall pexform the Work in compliance with applicable laws, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder ~ applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of pu Design-Builder shall assume responsibility for such Work and shall bear the costs attribut s, ordinances, s Work contrary to :horities, the correction. ._.__~ § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be o'.b; :ed to pe~for~n any alations, for lawful act which they believe will violate any applicable laws, statutes, ordinances, codes, rules ar~d ion recevedfrom orders of public authorities. If the Design-Builder determines that implementation of any in'st vs, statutes, the Owner, including those in the Owner's Criteria, would cause a violation of any applicable ;r shall notify the ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design BL Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is re. ed_to remedy.tbe . .__ violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. .~ e § 3.1.4 The Design-Builder shall be responsible to the Owner for acts 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`u~ith the Owner ~o ' --~,..:,., ""`` _...._. 1 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 requ red•#o obtain r ~ ~ :! necessary approvals of governmental authorities having jurisdiction over the Project. ., s r_~._. .....:, ..-.~~.,.,..,~~.._„_...-F._...~... ..._. __._... § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progess and quality of the Work. 8~r-s-t~e "~~:~, ~- ~'"~-.,.:~~ ~~ ~~-~~a *~'~.. ~"~ n..~~~ ~~-' T'~~;~~ R,~~'~~, As stated in the Design Requirements; the _... .., Design-Builder shall submit written progress ,reports, photo~ranhs of Woxk 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: s,' S ~t i .1 Work completed for the period; .2 _ ~ ~ r Project schedule status; .3 Submittal schedule and status report, including a summary of outstanding Subm~tta(s; „ ~ ~ ~ s .4 Responses to requests for information to be provided by the Owner; :~:._. "_'":_";."_,::.. ~."~z F- `•-" ~—. .5 Approved Change Orders and Change Directives; ,..._ v . _~._,~ ,_ .. ~. . .6 Pending Change Order and Change Directive status reports; .7 Tests and inspection reports; AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights ►eserved. WARNING: This AIA°1 Document is protected by U,S. Copyright Law and international Treaties. Unauthorized reproduction or dlstrfbution of thi& AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the mnximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003552 _ .__ _ . _. .8 .9 .10 .l l .12 .1 _.. _ 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; Current Project cash-flow and forecast reports; and Additional information as ^ ~~a ~~ "~~ ~'~~ n..m~~ ~~a T'~~;~~ ~:.:'~'~~ designated by the Owner through its proiect management soi~ware data requirements. ~lesigrt-~a~e~s-~erl~ €eree rePer~; ~ ,.,, _...._ : .... .... ....... :....:....... .... ... _.._.,:_~ f ,~ § 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. Tlae schedule, including the time required for design znd 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 requiredjby the Design-Build Documents, shall provide for expeditious and practicable execution of the Wprk„and shall nclude allowances for periods of time required for the Owner's review and for approval of submissions by auth 4ities r __ _. . ~' "" -'~ having jurisdiction over the Project. _ 3 § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. Desiar►-Builder § 3.1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants,~and ,;, ~t Contractors, and furnish to the Owner, these certifications with respect to the documents and°seivices providedby 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-B'uiid 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 (bj 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. ''` { r' ;; ~ ,s § 3.1.11 Design-Builder's Submittals ~` ~~, '-~ § 3.X.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submi~tal ~ chedule, and shall + submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably b~delayed o~ withheld, The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3k 1.9~ 1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated ~o r~flect 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:~r--- § 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 '-• ,,, '•,,, ~ ~~ ~ `°~ Q requirements of the Work and of the Design-Build Documents. ? Documents require § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build r Submittals until the Owner or its designee has approved the respective Submittal. ,,'~ ~ $ 3 , § 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. -------. , -5 The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in AIA Document A141'"' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. /UI rights reserved. WARNING: This AIA` Document is protected by U.S. Copyright Law and InEctrnational Treaties. Unauthorized reproduction or distribution of this AIA~ Uacument, or any portion of it, may result in severe civil and criminal penaitios, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA soHware at 11:38:54 on 07/14/2015 under Order No.0238586208_1 which expires on 07114/2016, and is not for resale. (1362310746) User Notes: PAPR - 003553 .. . . ,r' 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, shall1contain the signature and seal of the licensed design professional preparing them. Submittals related to the Workdesigned ox certified by the licensed design professionals, if prepared by others, shall bear the licensed design profe~sio~►al's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy aid completeness of the services, certifications or approvals performed by such design professionals. 3 .. .. .. .. .. 3 : .....e § 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 perm~~ otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-guild 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 defec~ 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-~Bui~lder shall furnish ~ ~ ~ satisfactory evidence as to the kind and quality of materials and equipment. a . ~ ' ~ -~'-~ y "'~ § 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 ,,:..' ` ~~ i 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 t}~e Ownerss f 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. ;:ry § 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'exten~ 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 co~►strued to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exit a~ to a party or person ? ~ ~ r 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 Itmrtation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant; a Contractor; ~---~-- 'S 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 ''~ `k ~ .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 Contracto s whose agreements 3 3 are accepted for assignment; and t .2 assignment is subject to the prior rights of the surety, if any, obligated under{bon8 relatng'to tte ' "" ' r~.. ~. _.~ _.....:: ..,_.....~ Contract. 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. Co)iyright Law end InternaEional Treaties. Unauthorized reproduction or distriUution of this AIA" Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 71:38:54 on 07!14/2015 under Order No.0239566208 1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003554 ~~ 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 § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may furth~r assign the ageement to a s~iccessor design-builder or other entity. If the Owner assigns the agreement to 'successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all o~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-BUILD AMENDMENT § 4.1 General `" "" § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made ~y t~e Owner,`sha~l be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and 7 Design-Builder execute a Modification. jNumbers §4.2 & §4,3 intentionally not usedl ~- - ~ f q ~ t ~ s ; ~ Y' " 1" _ • 5 1 j real; ~.,.,~tom_ ~dv,nt.+6o _._,......: -. ,.~.._.~ 9 AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is proteceed by U.S. Copyright Law anti International Treatic+s. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/1M2015 under Order No.0239586208_1 which expires on 07!14/2076, and is not for resale. (1362310746) User Notes: PAPR - 003555 ~~ • ~,...,~ SrEe ~. ~ ~ d.:.....................:.:.___.._.__. .. ......._._.._..r, ~ .. $E~t-ttr~~-~}~Eexr; ' ~ . ~a~ ~' , 3 , S 4.4 Desisn-Builder's Construcrion Prouosal . ., § 4.4.1 „_.._...... ...... ....w..,:+.~,,. T,,,..:,.., n..:u,..>,, n.,.,.,.~.,i t„ .wo n.,..,e.. ratio ne.u-~g~~~. ;ate>_~The Design-Builder's Construction Proposal shall include the following: .1 A list of the ~e}~i~Besig{~-documents and other information, including the Design-Builder': clarifications, assumptions and deviations from''— ^~•~~~'~ ^~:*~~:~, the Owner's ori~inal~DesiQm .2 .3 .4 .5 .6 ,..;,•;, ~ .-• the Owner's procurement leading to tivs Agreement, upon which the based; The proposed Contract Sum, including the compensation ...:~,.....,.:,...~ ,,,...:,... ~.,:,,,....~,. ~,,,,~ ...,a ....wo.. ;.ow.,, tw,,. ,, o.tie r,,,,,~..,,,., a,.~.~ method: The proposed date the Design-Builder shall achieve Substantial ~e~}e~ierr;Completion. (or pha: beneficial occupancy, if applicable and acceptable to the Owner); ~°~~ ~'" ~""~, ~~ An enumeration of any qualifications and exclusions, if applicable; ~ ~ ~'{ A list of the Design-Builder's key personnel, Contractors and suppliers; and ~ 5 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 G ~ Design-Builder that it has visited the site and become familiar with local conditions under d~vhi~h the Wor_y is ~o 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 AMENDIV~IENT § 5.1 Construction Documents ' § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepre Construction Documents. The Construction Documents shall establish the quality levels of materials and7sys~ems required. The Construction Documents shall be consistent with the Design-Build Documents. `.~. +''~ ~ `a. ~ § 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 AIA Document A141~"' - 2014. Copyr(ght ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. VJARNiNG: 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 flnci criminal penalties, and wilt be prosecuted to the maximum extent possible under the law. This drek was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.02395862oe_1 which e~ires on 07/14/2016, and Is not for resale. (1362310748) User Notes: PAPR - 003556 ~2 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, Re ug lator~gencies as a portion of the permitting and approval process for this work. § 5.2 Construction ~ s . ....,, § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not comcYlence prioi to ezecutiori ~ .~. _ . . ~. _. __---,.._ _:~ of the Design-Build Amendment. i § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior tb,th~ execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to r~~ect the +,._,; Design-Builder's Proposal. 1' . ~ § 5.2.3 The Design-Builder shall supervise and direct the Wprk, using the Design-Builder's Uest skill and`attention. The Design-Builder shall be solely responsible for, and have control over, construction me~ns, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract unless the D~sign-Build ~ y Documents give other specific instructions concerning these matters. y ~ k § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to `deternine-' that such portions are in proper condition to receive subsequent Work. ~.., . _.,. _.,._... . ... .._ -"- '~ . __., Maintenance of Record Drawings: The Contractor shall maintain at the worksite one be punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or gguipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and ,,.: completeness of such calculations and certifications. _ s 9' ,;- ,' supervision and conducting frequent inspections by the Worksite Superintendent(s). 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. ~` '~t B. Age Discrimination in EmplovmentAct of 1964, as may be amended. ~~ ~ ~ ` ~~t r C. Title I of the Americans Disabilities Act of 1990, as may be amended. a 3 D. Bqual Pav Act of 1963, as may be amended. ~ ~ ~ 3 E. Fair Labor Standards Act, as may be amended. ~ ~ F. South Carolina Wades 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. . _.~.__.-._,_~ i 3 religion, color, sex, -age, handicap, or national oriein except when such condition is a bona fide AIA Document A141T"' — 2014, Copyright ~ 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 tills AIA~ Document, or any portion of ft, may residt in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Th1s draft was produced by AIA software at 11:38:54 on 07114/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (7362310746) User Notes; PAPR - 003557 ~3 occunational~c ualification 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 aunlicants 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. $- -•--# 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 employ ; 7 °~~~~ ~ - < ~-'' A identifies the Worksite Superintendent). No less than one (11 Worksite Superintendent shall be in attendance .,- , Worksite Communications: The Project Manager and Worksite Superintendents) 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 of the Design Builder. ~,~ fi' Y.~~l ~5 :• a ,.:. ~ ~ o .~'r § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and day or labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities transporta}ion and other facilities and services, necessary for proper execution and completion of the Work, w(~etlier-.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 Desi~-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 provide by'the Desigq-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet~ei~ective or merely ; , ,,._ _,_.. , _ r... ,.,:.. _ .... . :, scheduled to go into effect. '{ {~ 1~ AIA Document A141TM' — 2014. Copyrlght~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Gopyrighf 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 Ue prosecuted to the maximum extent poss(ble unclar the law. This draft was produced by AIA software at 11:38;54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2018, and Is not for resale. (1362310746) User Notes: PAPR - 003558 s 14 § 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 ~..~~a:~~ ~~--~:~ ~~ .,.~„ ~~ ^~.. ~t"~- 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; sta~utes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performahcerofthe Work. § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at thea _,..site ,. that are (i) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the ~ `~ 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 tt}e character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Oymer before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Ovmer 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 determihes 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 DesignrBuilder 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 rec~gn~zes. She 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 tte ~:_ .: Owner but shall continue with ali 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'; bed made as provided in Article 14. ,, ._ 1 § 5.6 Allowances ~` ~ ~- . § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build ~eetx~ax~ Documents (as referenced in Appendix B). Items covered by allowances shall be supplied for such amounts, and ~6y`- .. .. 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 reasonaUle objection. ~,. Description Furniture Hardware HVAC Controls Fire Alarm Svstem Pla rounds S ecial Ins ections Commissionin Owner Conlin enc Description Furniture Hardware HVAC Controls Fire Alarm System Pla round Special Inspections Commissioning Amount 1 000 000 250 000 Materials onl 500 000 600 000 350 000 E ui ment and mulch onl 150 000 100 000 1000 000 Middlellntermediate Schools PER SCHOOL Amount 1500 000 exce t Socastee Middle = 1 250 000 350 000 Materials onl 650 000 750 000 150 000 Intermediate school onl 150 000 125 000 ,:`" ~ ;` 's i ~ j _;. '3 f Elements School Allowances ~` j ~ ~ _ '; . ,-~~' `~S `~~~~ ~ ,~,~"r~ ? z p u. _ __~_......_.,~_._..~—...,__._..,_: .............~ ,, :.: ~- - _ --• : -_ ~~ ~' '~~ 'E a ~. ~ ` ~ j ? ~ ; ~ ""-""" "`^~" " ' ` "" ~ ` _. ~ , _ _ .::,_ _ ~. ~. ....:.. AIA Document A141'"' - 2014. Copyright ~ 2004 end 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 rxproduction or distribution 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 under the law. This dreft was produced by AIA sofhnrare at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which e~ires on 07/14!2016, and is not for resale. (13623107 46) User Notes: PAPR - 003559 ~5 Owner Contingencv $1,500,000 (except Socastee Middle = $1,250,000) § 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; the Design-Builder's costs for unloading and handling at the site, labor, instillation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the F Contract Sum but not in the allowances; and whenever costs are more than or less than allowances, the Contract Sum sha 1 be adjusted~accordingly by Change Order. The amount of the Change Order shall reflect (1) the diffe,'rence between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-B~ilder's costs under Section 5.6,2.2. 5.G.3 T'he Owner shall make selections of materials and equipment with reasonable prompine'ss for allowances requiring Owner selection. v"^ {{ y M i ~... =•--a ) ~ § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or sup'~lie~s to whorri thy, Owner has made reasonable and timely objection. The Design-Builder shall not be require to ~ontract with anyone to whom the Design-Builder has made reasonable and timely objection. _ ~ ` , § 5.7.2 If the Design-Builder c-13s~ges-desires to chance any of the personnel, Contractors o`r.:supphers identified in. ..... . ~ ,,.f the Design-Build Amendment, including but not limited to anv contractor or design professional identified bathe Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the .: '` name arld 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 seasonable objectio~►. 4 § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment;,the f j Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing to j. ., the Owner the names of persons or entities {including those who are to famish materials or equipment fabricated to a " ~ ~,,, 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 D Design-Builder shall propose another to whom the Owner has no reasonable objection. the § 5.8 Documents and Submittals at the Site maintain at the site for the Owner one copy of the Design-Build Documents and a current Documents, in good order and marked currently to indicate field changes and selections n and one copy of approved Submittals. The Design-Builder shall deliver these items to the 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 codes, rules and regulations, lawful orders of public authorities, and the Design-Build I unreasonably encumber the site with materials or equipment. i-Builder shall the Construction ~'~ `,;1~ µring construction, r in accordance with ~4 ~~ i s itutes; ordinances, ts..and.shall not,,-....:.._,. ._.._.:. 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. Copyrighf Law anti International Treatios. Unauthorized reproduction or distribution of this AIA" Document, or any porlfon of it, may result in severe civil and criminal penalties, and will bo prosecuted to the maximum extent posslhle antler the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Orcier No.D239586208 1 which e~iras an 07!14/2016, and Is not for resale. (1382310746) User Notes: PAPR - 003560 16 :. _ _ . . .. , _. ~ ' § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner ar 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 s 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=~uilder'sliatl remove waste materials, rubbish, the Design-Builder's tools, construction equipment, mach nex -and surplus--.-- - -i materials from and about the Project. ~ 4 -s § 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 Wgrk in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project Safe~y criteria and programs, which the Owner, and its contractors and consultants, shall comply v~ith while at the site. ~ ~ "`-'" ~ ~ '" "-'~ ~" " § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform ConsEruction 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 a~~d waiver of subrogation. The Owner shall notify"fhe .._ _ Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that-delay or;:,: =~ y additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provid~d in Article l4. § 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 tha Owner in reviewing their construction schedules; Tl1e.. ~°y ,;~`f ` Design-Builder shall make any revisions to the construction schedule deemed necessary after atjoint review and ..• mutual ageecrient. The construction schedules shall then constitute the schedules to be used bylthe Design-Builder, ~ separate contractors and the Owner until subsequently revised. z or ..~_.:.. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction t,,,., 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•Contraet:--- - - -§ 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 ~. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by t~1e Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the.Work, pre~}are~a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate i contractor that would render it unsuitable for proper execution and results of the Design-Buildejr's Worlc. 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-Build~r'.s Work, except.as to ... _ ..,~~ defects not then reasonably discoverable. AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The Amarioan Institute of Architects. All rights reserved. WARNING: This AIA"" ~oeument 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 draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which expires on 07/1412016, and is not for resale. (1362310746) User Notes: PAPR - 003561 17 § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner ~tsar•~ and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities ~~ ~er~-or defective construction. § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder ~vrongfull}~ causes to completed or partially completed construction a to property of the Owner or separate contractors as pro~idec~ in _Section 10.2,5. _... § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for c~tting-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 pesponsibility under their respective contracts for maintaining the premises and surrounding area free from waste ma~erials and rubbish the ~ ~ ~ Owner may clean up and will allocate the cost among those responsible. ARTICLE 6 CHANGES IN THE WORK § 6.1 General ~ E § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and witliout~'invalydating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6.and.elsew,here_in__,.. the Design-Build Documents. _ _a ....,..: § 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. ,," j § 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 Cha~~ge Directive. ,,. .~,_ . ,,,,::.._ ~ i..,. § 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 r` .3 The eactent of the adjustment, if any, in the Contract Time. § 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; 3d.. agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the DesignBuild Amendmen`~t, 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 adjushnent 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 ~'~ 'a Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustfnenf shall be based on one of the following methods: ~) y i Mutual acceptance of a lump sum properly itemized and supported by sufficientsubstantiatingdata to .1 ~ ~ ~ s 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 AIA Document A141 T'" — 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 Intcernational Treaties. U~authorizecl reproduction or distrihution of this AIA`D Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to tho maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/1A/2016 under Order No.0239586208_1 which e~iras on 07!14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003562 .~ 8 .a 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 th~ change in the Work involved and advise the Owner of the Design-Builder's agreement or disageement 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 compersati~n,.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 Amend►nen~ the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them: S~ch 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 tl~e Cxontract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in they Design-$uil er's compensation, the Owner shall determine the method and tt►e adjustment on the basis of reasonable expegdit~res and savings of those performing the Work attributable to the change, including, in case of an increase, an amount a, asements and legal authorizations or ~ ' § 7.2.3 The Owner shall promptly obtain ~`~ ~;~`~ entitlements regarding site utilization where essential to the execution of the Project. • ~ ~~ ~ ~ s § 7.2.4 The Owner shall cooperate with the Design-Builder in securing erg-land development, zoningLand ~ ? other permits, licenses and inspections. . under ~ this Agreement; ""'~ ~ § 7.2.5 The services, information, surveys and reports required to be provided by the Owne~ .:,.__.._. .,___' 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 AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' bacument is protected by U,S. Capyriyht Law end 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 bo prosecuted 4o the maximum extent possible under the law. This drattwas produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003564 20 = writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. Li 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 Amendment, the Design-Builder may rec~ues~ in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's ":_ r,r ~-` obligations under the Design-Build Documents and the Design-Builder's Proposal. 'i''-~~~~ue +~;o'''e ~ ? ,. .. _ _. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct comm~ni~ations have been specially authorized, the Owner shall communicate through the Design-Builder with persons o~' entities employed or r retained by the Design-Builder, ;, Y § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Buil~er, 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 wnditions. The services of geotechnical engineers) or other consultants shall ~ include preparation and submission of all appropriate reports and professional recommend~tions § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. • ,, `' ,.,, ,._ Ij i ,:,,:.:. § 7.3 Submittals ~' § 7.3.1 T'he Owner shall review and approve or take other appropriate action on Submittals. Review of Submittais~s• - , 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,$ystenns; ,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. l'he Owner's action will betaken in accordance with the subnnittal schedule approved by the Owner or, in the absence of an a'~proved submittal•' schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment ~o permit adequate 3 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 safe~y pxecautions~or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences org procedures. The Owner's approval of a specific item shall not indicate approval of an asseriably of which the item is _,.,..,_, _.__~.r.,.,__,_....~:......_,... a component. § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its desienee shall-.. _. notify the Design-Builder of any non-conformance with the Design-Build Documents the Own~r`~lscovers. '~•r ~ ' •~~ § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the pat~~of tiie~Owner to make ~°!. '`~ on-site inspections to check the quality or quantity of the Work. The Owner shall neither h~~e 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 1 f responsibilities under the Design-Build Documents. f § 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 AIA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of fvchltects. All rights reserved. WARNING: This AIA"' ~ocumont is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribuYlon of this AIAW Document, or any portion of it, may result in severe civil and criminal penalties, and will Ise prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:38:54 on 07/14/2015 under Order No.0239586206_1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes; PAPR - 003565 21 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. T7~e 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 suppliets, their agents or employees, or other persons or entities performing portions of the Work. i § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance'wit~-Section 9.8 and-the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Worlc If the Design-Builder fails to correct Work which is not in accordance with the requirementis'oPthe Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in aceordane~with the Design-Build Aocuments, the Owner may issue a written order to the Design-Builder to stop the Work, ox any portion t iereof, 3 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 { # `= "° "'~ ~ s 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 j Design-Builder shall pay the difference to the Owner. 6U dam prior to substantial completion as shown on the last schedule properly submitted urider.a 3.1.y: `- -,., . y ARTICLE 8 TIME ~ ' ~. ... .. § 8.1 Progress and Completion ~""• § 5.1.1 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. .,,..._.~,_,..,. ~~~ i ' ^`~ § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, comme~ice the Work prgr to the ., -' ~~~~ effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall riot be'` adjusted as a result of the Design-Builder's failure to obtain insurance required under this ~ontract. d ~. § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieveSubstantia, ~ ' q Completion within the Contract Time. ' .._ -. r.._... : 1 .~ E ecLpment during the academic term when students and full staff are present; harm to the Owner's reputation and AIA Document A141TM — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This Alti" Document is protected by U.S. Copyright Law and International Treaffes. Unauthorized reproduction or distribution of this AIA~' document, or any portion of ft, may res~dt in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible wider the law. This drattwas produced by AIA sofNuare at 11:38:54 on 07/14/2015 under Order No.0239586208_i which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003566 22 established goodwill among the communityt 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. § 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 W~brk by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or b~ cHanges ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable cas}~alt~es or other causes beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and bindingdispute ' ° resolution or by other causes that the Owner determines may justify delay, then the Contrast Tine-shall be•extended-a 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 Artic4e 14. every effort to mitigate the potential effect of the weather on the construction schedule including, but not limited to, rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and submitted to the " ll~~t,~:..4 f'...- ~...~.«.,..ol ..~~t4.:n 4n.. fl M .i ~..o Fi~nm *I~a Anrl !1'F ~IIP PtlPYI I' -• '~ na~icina 4h s~ imr~a rt nn tha rnn etri~rtinn..erh a`liiln extension of time shall be incorporated in the next Change Order. be considered justification.for an ~ ` j ... excludine Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days are severe ~ :., enou h~ to impact the scheduled work on the following work day. If adverse weather days beyond the five (5) days ARTICLE 9 PAYMENT APPLICATIO1vS AND PROJECT COMPLETION § 9.1 Contract Snm . The Contract Sum is stated in the Design-Build Amendment. § 9.2 Schedule of Values tr t~~``~ `:; 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 suU~mit'to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form edule, unless objected to 3 Y 9 Y Y ~ Ply by the Owner, hall be usedtas a baststfor reviewng the Deh gn-Bu Idea's Appliatons for ~ ayment.": AIA Document A141*M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIl~"' Document is protected by U.S. Copyright Law and international Treaties. Unauthorizec! roproduclion or distribution of this AIA~ Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14%2015 under Order No.0239586208_1 which e~(res on 07/74/2016, and is not for resale. (1362310746) User Notes: PAPR - 003567 23 § 9.3 Applications for Payment § 9.3.1 At least ten days before tt►e datc 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 y~ ~ ~ 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 interi~ 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 tHGe 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 perf~rmed by others whom the Design-Builder intends to pay. ~ ~""' § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be mad fo~ services prov~ded 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 equipme~t suitablyastorted off the site at a location agreed upon in writing. Payment for materials and equipment stored or1 or'bff the site sh~ll 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 thecosts" ' "" `"' of applicable insurance, storage and transportation to the site for such materials and equipment stor~~l ofF#he.site ,....,.. .. : , § 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an x 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 laiowledge;~ j information and belief, be free and clear of liens, claims, security interests or encumbrances in favor..of the entitled to quake Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or'entiHes ~ { "~_--,,. , a claim by reason of having provided labor, materials and equipment relating to the Work. " • --.,, ~„ § 9.4 Certificates for Payment The Owner shall, within severrtwenty-one days after receipt of the Design-Builder's Application for Payment, issue - :.:, . ~ ` M `' 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. ` ;~ F ~~ ~ ~~' § 9.5 Decisions to Withhold Certification § 9.S.1 'The Owner may withhold a Certificate for Payment in whole or m part to the extent'rea"~Sonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the p~'mt indicat~d irk the Design-Builder's Application for Payment, or the quality of the Work is not in accordance ~vitH the Design-Bu►Id Documents. If the Owner. is unable to certify payment in the amount of the Application, tha Owner will notif}~the Design-Builder as provided in Section 9.4. If the Design-Builder and Ovmer cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems ~o be dus•and owing;•'Phe--~-•~• ---~ 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 necessaryto•protect the . Owner from loss for which the Design-Builder is responsible because of defective Work, including design and construction, not remedied; .l ~ '~ .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 I .3 failure of the Design-Builder to make payments properly to the Architect, C~}nsultants, 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; ~ °-" damnge to the Owner or a seParate contractor• •5 AIA Document A141 TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ❑ocument is protected by U.S: CopyrighE Law and 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 to tho maximum extent possible uncler the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0238586208_1 which expires on 07/1412016, and is not for resale. (1362310746) User Notes: PAPR - 003568 24 .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 wi1J be~nade for amounts previously withheld. j !j § 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"ui 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 pers''on ~r entity providing services or work for the Design-Builder no later than the time period required by applicable lad, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consu(tant~, Contractor, and other person or entity providing services or work for the Design-Builder is ~enti~led, refledting percentages actually retained from payments to the Design-Builder on account of the portion ot~the Work~performed by the Architect, Consultant, Contractor, or other person or entity. T'he 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, Contactor, 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-guilder and action taken thereon by the Owner on account ofportions of~thel Work done by such Architect, Consultant, Contractor or other person or entity providing services or work-,for t~e 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. ~~~~~~" ~ ~~ ~ ~~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 ob~Ygation to pay o~ito see ~~'~~r..~~~~ ~~ ~~ ~~a ~.;~'~.., r'onti~acto'r. _ to the payment of money to a Consultant or''~~'~~~~~~, ~ ~~' ~ ~ ';; , .:~ '" § 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 enti►•e use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents - -t ~--- ----• - - - -~- -•" .. _ 5 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 or distribution of this AIA`0 Document, or any portion of it, may result in severe civil and criminal penalties; and will be prosecuted to the maximum event possible under the IAw. Thls draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which expires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 003569 2r J § 9.7 Failure of ~'ayment 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 1 § 9.$.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 Work for its intended use. The date of Substantial Completion is the date certified by the O er in•accordance with-. this Section 9.8. + - § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the OwneY agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Ov~ner an occupancypermit 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 they { Design-Builder to complete all Work in accordance with the Design-Build Documents. ~, k 1 § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to de{errriine whether tlje i any item, wk~ether Work or designated portion thereof is substantially complete. If the Owner's inspection discloses ` ~3 or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the'Desigr -Budd Documents so that the Owner can occupy or utilize the Work or designated portion thereoffor its_~ntet~dec~..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 inspection ,,,.- °'" by the Owner to determine Substantial Completion. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner°and ...-t w 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 Worlc or designated portion thereof is substantially complete, the Design-Builder"will prepare fod .. the Owner's signature an occupancy Hermit 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 finishall-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. ~ ~;~ '~ ~~y5\ § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builderyto tie Owner ~or written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance, aid 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 ofthc 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 ' `~3 consented to, by endorsement or otherwise, by the insurer providing property insurance and.autl~lorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence vl~hether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted irk 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 cons~d'ersa "'" portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as .provided:under.__---.-. .- -, ._ 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 disEribution of this AIA40 Document, or any portion of it, may result in severe civil and criminal penalties, and will ho prosecuted to the maximum extent possible uncierthu law. This draHwas produced by AIA soHware at 11:38:54 on 07114/2015 under Ordar No.0239588208_1 which mires on 07H4/2016, and is not for resale, (1362310746) User Notes: PAPR - 003570 26 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 Lnmediately prior to such partial occupancy or use, the Owner and Design-Buitder shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Worlc. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of constitute acceptance of Work not complying with the requirements of the Design-Build I 'ork shall not cents. § 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 fii acceptance and upon receipt of a final Application for Payment, the Owner will promptly When the Owner finds the Work acceptable under the Design-Build Documents and the the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. pection.and -.:-. . _.-. _.__T. _ __....; such inspection. :t fully performed, 1 § 9.10.2 Neither final payment nor any remaining retained percentage shall become due un~i11 Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and o}he indebtedness connected with the Work, for which the Owner or the Owner's property might be responsible encumbezed ~ (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidenciq that insurance required by the Design-Build Documents to remain in force after final payment is currently in Ffect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not b. the eriod re uired b the Desi Build Documents 4 consent of suret if an , to final amen 5 "'-' '' "~" as-constructed record copy of the Construction Documents marked to indicate field changed and.selections. madg... . _ , _.n 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 :---_.-= "}b .. f and waivers of liens, claims, security interests, or encumbrances, artsmg 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 suchjlierjs, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shalt 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 co§ts 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 rr~'ade~under terrr~s ari`d ? ~ conditions governing final payment, except that it shall not constitute a waiver of claims. ± ~ i ~°; ,. s j § 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;° -•--~--- ~- - --failure of the Work to comply with the requirements of the Design-Build Documents; e~ .2 .3 terms of special warranties required by the Design-Build ~ee~e~t~s:Documents; post-occupancy services to be provided by or through the Design-Bui]der. .4 § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of Design-Buiider except those previously made in writing and identified by the Design-BL of final Application for Payment. ARTICLE 10 PROTECTION Ok' PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all programs in connection with the performance of the Contract. precautions.and..,..-.~.,,_:_:,.... _..~ AIA Document A141TM — 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 severa civil nncl criminal penalties, and will be proseeuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on D7/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003571 27 § 10.2 Safety of Persons and Property § 1.0.2.1 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 im sto~age 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. ; ~ --- • -• - • • -- F -• i § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable layvs, Mutes, 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 sins end other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent site§ and j 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 g[~.,S..uch activities. ~,~_ ~ under supervision of properly qualified personnel. > ,,, ~ .s § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under,.,.~~ °" property insurance required by the Resign-Build Documents) to property referred to in Sections 10.2.1.2.:and" 10.2.13, 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 ,t" he 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. ~4 § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be load~ s{` as to cau~e damage"" ~ ~ ~ R ~` or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffer in,~ury or damage to person or property because of an act or omission of the other, or of others for whose acts s~{charty is leg~lly 3 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 ~ ~~ }a addressed in the Design-Build Documents and if reasonable precautions will be inadequateto pkevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not 1iinited to asbestos or j polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design]Builder shall, upon Owner in 7 si recognizing the condition, immediately stop Work in the affected area and report the conditionato the _:_. ,.,_,__..., .,_.:..:,.__.. .,... writing. ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by Tha American Inslitute of Architects. All rights reserved. WARNING: This AIA"' ~ocumant 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 anti criminal penalties, and will be prosecuted fo the maximum extent possihte under the law. This draft was produced by AIA software et 11:38;54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003572 28 § 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 matea~ial 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 o~; su~stance, The Design-Builder wi11 promptly reply to the Owner in writing stating whether or not the Desi~n-guilder 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 in3̀the 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-B~►lder's reasonable additional costs of shut-down, delay and start-up. -'~ § 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 injyry or death as jdes~ribed in Section 10,3.1 and has not been rendered harmless, provided that such claim, damage, loFss ox exUense is , attributable to bodily injury, siclrness, disease or death, or to injury to; or destruction of, tangible propertyt (other than the Work itse(fl, except to the extent that such damage, loss or expense is due to the fault ° r negligence of the party seeking indecruiity. rt ""'"" § 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~handl'es,,,or (2) where t}~e 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. y ' ~. § 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 anc~ expense thereby incurred. ~'''v> ,~ ``~ # § 10.4 Emergencies ~~ ° `~+ In an emergency affecting safety of persons ar property, the Design-Builder shall act, at th~ Dsign-Build's, .,•~`'~ a t discretion, to prevent threatened damage, injury or loss. 'I ~ 3 ARTICLE 11 UNCOVERING AATD CORRECTION OF WORK ~ ~~~...:..::. ::.._,~:~ ~,_.__.._T. :, . . . ::,., § 11.1 Uncove~•ing 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 Tinj~e ~Il be adjusted as t appropriate. t : ¢ ~ § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly corfect Work either ce~ected ~' h by the Owner or failing to conform to the requirements of the Design-Build Documents, wKether:discovered.before. ..:. . _ ,_.. _ .:F or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such AIA Document A141T" — 2014. Copyrights 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Co~~yright Law Anci International Treaties. Unatrthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may resin# in severe civil and criinin~,l penalties, and will be prosecuted to tho maximum extent possiUle undorthe law. This draft was produced byAlA software at 11:38:54 on 07I14I2015 under Order No.0239586208 1 which e~ires on 07114!2016, and is not for resale. (1362310746) User Notes: PAPR - 003573 29 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 eke-yeas-two years after the date of Substantial Completion of the Work or designated portion thereof or after the date fbr commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Design-Build Documents, any of the Work is found not to be in accordance with the requirements of the j Design-Build Documents, the Design-Builder shall correct it promptly after receipt. of written notice from fhe -Owner ~ T to do so unless the Owner has previously given the Design-Builder a written acceptance ofsuch-condition:-The - - ---• ---~Owner shall give such notice promptly after discovery of the condition. During the et~e-yee~tv~o-vear 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-Budder 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 ~vith{Section 7.9. s-_:.,~; § 11.2.2.2 Theeye-yeas-two-year period for correction of Work shall be extended with respect ~o 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 Theet~e-ye~two-Year period for correction of Work shall not be extended by corrective W~rk~per'formed ° '~"~-` by the Design-Builder pursuant to this Section 11.2. k.,~~..T.r_:...,,,.~,..~..~....~..,... :,:._._.__.-_,., ,_,,.,,_ § 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 Desi ~-Build Documents and are neither corrected bY the Desi~-Builder nor accePted bY,..tie• "° Owner. ~. ' "7 § 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 ~ y _,, 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 re§pect to, other obligations the Design-Builder has under the Design-Build Documents. Establishment of the eRe-yeas two-veer 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~~e commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations'other'~tha~`i ~ ,~` ~ ~~" specifically to correct the Work. ' ' j § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the ~esgn-Build T~ocuments, the Owner may do so instead of requiring its removal and correction, in which case the Contra~t Sum will~be ~ __,.~,., j 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 a~reement`spacifvin the ~ ~- - ~- ~ ~-•~--~ ~ --' nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted __Work by inaction or implication. ~ .-,,r ARTICLE 12 COPYRIGHTS AND LICENSES ,; ~ t §.12.1 Drawings, specif cations, and other documents famished by the Design-Builder, inci~iding 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 Projecx, isynot to be"con§Srued 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. AIA Document A141 T'" ^ 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thfs AIA"' nocument 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 max{mum extent possible antler the law. This draftwas produced by AIA software at 11:38;54 on 07/14/2015 under Order No.0239586208 1 which expires on 07/14/2018, and is not for resale. (1362310746) User Notes: PAPR - 003574 30 § 12.21'he 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 solely and exclusively for purposes~of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially perfotms9its obligations, including prompt payment of all sums when due, under the Design-Build Documents. The~ice~se granted under this ~ ~°• section permits the Owner to authorize its consultants and separate contractors to reproduc ,, appTicalile portions of the Instruments of Service solely and exclusively for use in performing services or construction-for- the Project ~l~e - - - ~•- -~' § 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 ifs obligations to the Owner under this Article ]'2:'The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner,~in tie event this i Agreement is terminated for any reason limited, irrevocable and non-exclusive license solely and exclusively for purposes of constr,"uctii~g, using, maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to the Architect Consultant or Contractor all amounts due, and (2) provide the Architect, Consultant or Contractor with-the Owner's '~ written agreement to indemnify and hold harmless the Architect, Consultant or Contractor from all costs.,and _.__. .._: _ , _f expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's alteration or use of the Instruments of Service, § 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,-, I Design-Builder, Architect, Consultants, Contractors and any other person or entity providingservices or work for any of them, from all claims and causes of action arising from or related to such uses. The n...~ Awl'... «~, o ...,~,,..« E °~~~:~~ „' '' 'T''-~ «erms 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. ~. ~4 ~ A,R.TICLE 13 TERMINATION OR SUSPENSION ~~ fir` :.-~ § 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 Designwild Amendment in accordance with this Agreement, such failure shall be considered substantial nopperformai~ae ~nd cause for termination or, at the Design-Builder's option, cause for suspension of performance of services ~ndgr this Agreement, If the Design-Buildex elects to suspend the Work, the Design-Builder shall give seen days' v~ritten 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 t incurred in the interruption and resumption of the Design-Builder's Work. The Design-Bui~der's compensation for, ~ ~ 6 and time to complete, the remaining Work shall be equitably adjusted. ' ~ 's '' § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than tt e fault of the" Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days.'--:written -,-. .-:. _ . -...a notice. AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AtA° Document is protected by U.S. Co~~yright Law and International Treaties. Unauthorized reproducEion or distriBution of this AIA~' Document, or any portion of it, may rosult in severe civil and criminal penalties, and will be prosQcuted to the maximum extent possible under the Iaw. This draft was produced by AIA soHware at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which mires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003575 31 § 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 y Design-Builder for the Owner's convenience and without cause. § I3.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder~shall be compensated for termination and ariyother ' ~" " 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 compensarion under this Section 13.1.6 be greater than the compensation set forth in s~ ' Section 2.1. -- ~ a § 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 oaf 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contraetor,}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, for any of the following reasons: Issuance of an order of a court or other public authority having jurisdiction ~at requires all Work to .1 ~ ~. . .._ ., .,__; ;, be stopped; .2 An act of government, such as a declaration of national emergency that requires alb. 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 Docucfients; 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 ,:. '` § 13.2.1.2 T'he Design-Builder may terminate the Contract if, through no act or fault of the Design-Builder, the a Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities perfor,.ming `' 1.. portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays `or..:.. interruptions of the enure 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. ,l `: "'f .~ € § 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 die Owner payment for Work';executed~'' , including reasonable overhead and ~eft~profit on that executed Work, and costs incurred by reason of s~ich ~ ~~~:„~~:~~ ~-' a~m~~-^~, termination. ~^ § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or faul} of the Design-Builder. or _ any other persons or entities performing portions of the Work under contract with the Desi~nn-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 ~~ .ti. a ~~'~ "'', +~ § 13.2.2.1 'Ihe Owner may terminate the Contract ifthe besign-Builder .1 fails to submit the Proposal by the date required by this Agreement, or if no ~lateyis indicated, within a ~, ~ ~ ~ ~: reasonable time consistent with the date of Substantial Completion; repeatedly refuses or fails to supply an Architect, or enough properly skilledCo~}sultants, .2 Contractors, or workers or proper materials; .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor iri' -_ .: ___3 ..,,, ,:: : accordance with their respective agreements with the Design-Builder; AIA Document A747 T"' — 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 anti International Treaties. Unauthorized roprnduction or distrihution of this AIA`A Document, or any portion of it, may result in severe civil end crii»inal penalties, and will be prosecuted to the maximum extent possible under the law. Thfs draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.02395862os_1 which mires on 07!14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003576 32 .4 .5 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or 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, sevemdays' 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 material, equipment, tools, and construction equipment and machinery thereon owned by the Design-Builder; i,.. .: Accept assignment of the Architect, Consultant and Contractor ageements pursuant to ~ " " " ` "~. T ~ .. ` ~ .2 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 Sections'13:2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. i § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work ar~d o~her damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If suchcosfs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owr er. ~'he obligations for Contract and are expressly included in'the'nerfornance-of• such payments shall survive termination of the the Work covered by the Desien-Builder's performance bond. %__ _ _ . ._ :.. , _ _ q ... _1 § 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, 1~ `_ -"` s _.:,: § 13.2.3.2 The Contxact Sum and Contract Time shall be adjusted for increases in the cost end time caused~by ~ f 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~.y. """'° 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 .,,. __.,... without cause. , § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience.and A ~ f .,.::.. .,,,. ~, ~ § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's ~onventenee, the i j 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 ofzthe Work; and, ~_.._..,,.3 except for Work directed to be performed prior to the effective date of termi ation stated in the notice, terminate all existing Project agreements, including agreements with the Architects ----- - ~- --- ~ -- - ---` 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 '. ~ i 4 r..,.a. ,... ,,,., .x,,...,...,.. e.. o.....ea.termination. ~' j ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 1!3.1 Claims ` ~PaYmerit of ~" '~° A Claim is a demand or assertion by one of the parties seeking, as a matte~`of ri-~~ § 14.1.1 Definition. . money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other,disputes and,.-:..~...~. . AIA Document A141TM — 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 savors civil anc! criminal penAlties, and will be proseCufed to the maximum extent possible under the law. This draft was produced by AIA software at 11:36:54 on 07/14/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and Is nol for resale. (1362310746) User Notes: PAPR - 003577 33 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 applicable s , ,:.w .w:.. moo,..:,... ,,,.'.^.law. § 14.1.3 Notice of Claims 5 ~ --§ 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner ot~ De` ign-Builder must be initiated by written notice to the other party within 21, days after occurrence of the event giying~rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, which ver is later. -- § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either th'e-Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiat~~l-liy prompt written notice to the other -party. The notice requirement in Section 14.1.3.1 and th~ Initiial Decision d requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. .: . ~ 4 i § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as ot~terwise 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. _,. , _:_ § 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 g arising under Section 10.4. ,..:.. ? ,:; ~ ~'= y,., Y § 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 a~ 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. § 14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,;.couldnot have been reasonably anticipated, and had an adverse effect on the scheduled construction. r` "~ ''~ - _' "~ ~ ~ ~~, ~: -' § 14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damage arising out ofor relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, p~ofit, finan ing business and reputation, and for loss of management or employee productiviy 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, business and reputation, and for loss of profit except anticipated profit arising directly from the ~1E:Work and otherwise available.under this •:.~_.. ., Agreement. E:~"'" R ~/ This mutual waiver is applicable, without ]imitation, to all consequential damages due to eitkier 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-BuildjDocuments. ~'`., ~~ `d § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between`~e Owner " and Design-Builder initiated prior to the date final payment is due, excluding those arising iu~der.-Sections,-1.0,3. 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 AIA Document A141T^' — 2074. 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~O Document, or any ~~oitio~ of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant possihlQ under thce law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.o239586208_1 which expires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 003578 34 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 Desig~rBuilder shall provide a written response to Owner within ten days after receipt of the notice required under Sectioq 14;1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's res~on~e: (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, theOwnerwill take one or more of the following actions wrthm ten days after receipt of the nonce required under Sect~gn•-14:-1:3.1.v- - -• -- -- :- -(1) request additional supporting data, (2) render an initial decision rejecting the Claim in whop or in part, (3) render an initial decision approving the Clairri, (4) suggest a compromise or (5) indicatethat it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of~t►e 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 retentionof such persons shall be at the Owner's expense, ~ s j § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to fu~nisl~ additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request,sand shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response o'r supporting data~will'be famished or (3) advise the Owner that no supporting data will be furnished. Upon receipt ofthe_~~esponse...or _. , .,_ ..1 supporting data, if any, the Owner will either reject ox 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 ,,,;. ~""° but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute,.: resolution. j l § 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 obli~ated to, notif~ the surety, if.any, of the nature and amount of the Claim. If the Claim relates to a possibility oPaa Design-Bu~ider's;< default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in res~lving the controversy. ~ ~ 9 j ~ -' ..:..... . . . . . 1 M1 ~'' § 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 gondition precedent ''~ `°~ to binding dispute resolution. ~ ~ ~ y i § 14.3.2 The parties shall endeavor to resolve their Claims by > The ~ ~ ' .1 3 .mediation.... , AIA Document A141TM' — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIA~G: This AIA'" Oacument 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 drak was produced by AIA software at 11:38;54 on 07/14/2015 under Order No.0239686208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 003579 35 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 mediatio~-shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreetr~ents reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. ~ y a a ~~ i::ir n......... ....a n~..:,.., n.,:iae.. ,..,,ao...ti.., n,.«ee..,o.,. ;%`. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law g r, 'The Contract shall be governed by the law of the place where the Project is'~~~+~a ~~~~~~ +'~~+':F~~~ ~~~':~~'~~..~ j '~~ ~' ~'+ 'I a a ~, ~~ —',TTlocated. ~~ ~; z9 1 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. Copyriyhf 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 tl~e maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 003580 36 § 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 Contxact to a lender providing construction financing for the Project, ifthe lender assumes the Owner's rights and obligati3ons~under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such ~_.,___ ~ __ assignment. _..._ . ,. 3 § 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 ire consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 cJays~prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute crtificates or consents ~ ~, that would require knowledge, services or responsibilities beyond the scope of their servi~. ~ ~~ i ~ § 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 acknowledeements and responses exchanged via ..:m `" management software used by the parties for the protect. `~ 1 _... 3 s=' § 15.4 Rights and Remedies ~ ,~,~ § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and reiti►edies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise ,... uripos~.., or available by law. "°' ...... ,r § 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. f ~,, ~1 ~~1, ;, 7 § 15.5 Tests and Inspections ,~ ~° ~ '~ § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the DesignsBuild'' J Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful;orders of p~blic authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such t~'sts, inspec~ion~ and approvals with an independent testing laboratory or entity acceptable to the Owner, or withthe.;appropriatg pu`blic__ _ _ 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. The Owner shall bear costs of (i) 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~eodes.,_ or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. ~~'~ '+i § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspegtion~ or approval not ~`~ 3 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 sh~ll give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner ma'y be present for such s procedures. Such costs, except as provided in Section 15.53, shall be at the Owner's expenfi e. ~ ___. ~.. w i AIA Document A141T"" — 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. Unauthorized reproduction or distribution of this AIA`0 Document, or any portion of it, may result in severe civil and criminal penalties, and will Ise prosecuted to the maximum etttent possible unclerthe law. This draft was produced by AIA softwafe at 11:38:54 on 07!14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1362310746) User NOtes: PAPR - 003581 37 § 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-B,ltild Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. 9, ,._._..._ _ _.. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be triads promptly to avoid - unreasonable delay in the Work. y -- § 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 th'e 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 ether person or entity except as set forth in Section 15.6.1. N r § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information"as required b}~ law or ._ court order, including a subpoena or other form of compulsory.legal process issued by a court or-governmental'"- ' " ' "' '~ entity. A party receiving Confidential Information may also disclose the Confidential Information,tq_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 ,.s 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^af numbered articles ~r ~ s { (3) the titles of other documents published by the American Institute of Architects. .. ... ,. ,,._ .... ,..s § 15.8 Interpretation ~. Documents modifying words such as "ali'!-and frequently omit `' • - -.. § 15.8.1 In the interest of brevity the Design-Build "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and` ~, "",- j~ 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'suck~ recognized: meanings. ; ~ ', A. . No drugs, alcahoL Knives,~tirearms or ot[►er weapons on li►strtct properri, wnetner or not•tnere ~s-an existing occupied building. Ii. Nn fi~lte~•nizin~ ~~ith, threats to, or ~~,ce of lbusive or profane lan~;uaee in the presea~ce of students, uareiits; ,. ,r '`; visiro~s, or District reuresentatives, a,ents, or employees. ~~tf x ~~ C. No improper attire. actions or gestures while on any District nroverty. No smoking on District property in conformance to Horry County Board o£ Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurence to the individual responsible ~ s and/or the Architect for whom the individual is a Principal, employee, went, or representative. _ . d D. Secure SLED (State Law Enforee~nent Division) criminal background checks on all the A.rchitect's ~ Principals employees, agents, and representatives performing work on District propertvand~contractually' ' ""'~"" -require the same of all Design Consultants, their employees, agents, and representatives. No employees, AIA Document A147TM' — 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 an- ~ 3 .3 AIA Document A141T"'2014, Exhibit B, Insurance and Bonds J .4 AIA Document A141T"'2014, Exhibit C, Sustainable Projects, if completed .5 AIA Document E203T^'-2013, Building Information Modeling and Digital Data Exhibit, if :_. ~ ~ completed, or the following: .6 " :: r ,.{ ,,: •'~-;~ Other: ~~ _ :; y`s 3 This Agreement entered into as of the day and year first written above. OWNER (Signature) DESIGN-BITILDER (Signdtu~~e) john K. Ga~•dner, Chief F'manc ~l Officer (P~~inted name mzd title) (Printed name and title) `'y ,ti Y r• ~ ~.~ ` ,,:::.- ~ - °•~ - ~- - ~ _,,., ter,, ,f .,.< ~ f 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.S. Copyright Law and International 7reatles. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extant possiblo under the law. Thia draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No,0239586208_1 which expires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 003584 40 Document A1417M - 2014 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the ~ day of in the year two thousand fifteen (2015); (In words, indicate cl~~, month and year.) •- --- - --; ;i ADDITIONS AND DE neeLETIONs: ument has BETWEEN the Owner. (Name, legal statars, address and other' information) _ ~~ -- ~ s ded for its 'added informat on 'completion. The author may also _ Horny County Schools, South Carolina, a political subdivision of the State of South -have revised the text of the original Carolina. ?AIA~,standard form. An Additions and 'Deletions Report that notes added ~~info~mation 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 ~'j the author has added to or deleted from the original-AlA text. , ~ and the Design-Builder: (Nance, legal status, add~•ess and otl~er information) __ ___ _ _ This document has important legal ;consequences. Consultation with an attorney is encouraged with respect ;. to its completion or modifcation. for the following Project: (Name, location and de/ailed description) Consultation with an attorney is also, - - Request for Proposals No. _1415-91 --- -- encouraged with respect to professional licensing requirements in the jurisdiction where the Project ---- ', is located S I, °~:, .•-, z~ y f~ g The Owner and Design-Builder agree as follows. ~ ~. _ € 3 ;.f ~.. i ~ss~ rr __...._~-......,.... .. ,. •~, ELECTRONIC COPYING of any portion of this AIA~ Document io another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. 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..i. Copyright Law and International Treaties. Unauthorized reproduction or dis6~ihution of thls AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and w11I be prosocutad to the maximum extent possible under tho law. This draft was produced by AIA software at 14:21:10 on 08/18!2015 under Order No.0239586208_1 which e~ires on 0711412016, and is not for resale. (1666021488) User Notes: PAPR - 003585 ~ ~:: 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 S i ._ .. -- - -- --.- _... .., _ . --~~--. s 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.OFTHEAGREEMENT ~"' ~ ~. . ~ ~ ~ s 9 ~ ; r ~._.,. ,~ .~ ~ ~, ..~ . . _. ; , _ .. .,._ . ,..~.~ t _„ , ~ a 1 I ~•~ TABLE OF EXHIBITS A ``j DESlGN•BUILD AMENDMENT `1 SS? B INSURANCE AND BONDS ~ C SUSTAINABLE PROJECTS f~ D BUILDING INI'ORMATION MODELING AND DIGITAL DATA ~ `~ . ~~a ,`~ ~,~ ~, :,~`'' ~d ~._..._._.~:._-..:._.-._~._.,<.... .....,.:rtY~.,,,._:.,.:,.._1 ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria .-. _ --- ~- - .:_, 'Phis Agreement is based nn the Owner's Criteria set forth in this Section 1.1. (Note the disposition for the following items by inserting the requested information or a state»renfsa~ch as "not ~~,. ~,~ applicable" or• "unknown at h'me of execution. "If the Oivner intends to provide a set of design docume»ts, and the requested informalion is contained in the design documents, identify the design documents and insert "see O~t~ner's ''~, ~, design documents" 1vhe~~e app~~op~~iute.) '', § 1.1,1 The Owner's program for the Project: ~ ` g (Set forth the program, identify doca~mentation in ti~~hich the program is setforth, or state the mpnner in which the j ~-'"` ' "" ~ nrog~°am will be developed.) .Per "Design'Requirements" published for'Solicitation No. _1415-91. AIA Document A141 T"' — 2014. Copyright OO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Docurrienl is protected by U.S. Cnpyriyht Law and International Treaties. Unauthorized reproduction or distribution of Phis AIA' Document, or eny portion of if, may result in severe civil and criminal penalties, and will be prosecuted io the maximum extent possible under the law. This draHwas produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale, (1666021488) User Notes: PAPR - 003586 ~ 1 § 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 O~~ner's design regaiirements, inclztding any performance specificationsfa• the Project.) Per "Design Requirements" published for Solicitatio~i No. _1415-91. § 1.1.3 The Projects physical characteristics: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, Such as geotechnical reports; site, bourrda~y and topographic surveys; traffic and utility studies; availability ofpublic andprivafe-utilities"" ~ ~ ~~~ and services; legal description of the site; etc.) Per'"Design Requirements° published for Solicitation Na _1415-91_. _.._ § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Identify the Oivne~•'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 improverr'~ent of energy effigy If the Owner• identifies a Sustainable Objective, irrco~porate AIA DocumentA141TM-2014, ~xh~bit C, Sustain Projects, into this Agreement to define the terms, conditions and Work ~~elated to the Owner's Sustainable Objective.) S Per "Design Requirements" puUlished for Solicitation Na __1415-91_. ~ '~- ' j ~ 1.1.5 _.. _: Number not used. r ' § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below; - •'` , .-, 'q -' ,_ :. °"" ~ ~ (Provide totalfor Owner's budget, and if known, a line item breakdown of costs.) _ _ r ~ ~ ': `` `;.~ .Per."Design Requirements" puUlished;for Solicitation No. _ 1415-91 _ . `:. :._~ _ ~ ,.....~,.. .:~. '~=r,., § 1.1.7 The Owner's design and construction milestone dates: ..,. ,. ..~ (Paragraphs deleted) ^" `'.. ..,,.. I ~~ Per "Design Requirements" published for Solicitation No. _1415-91 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultanxs and Contractors at the Design-Builder's cost: [Completed with information stated Design-Builder's Proposal] ~ (List name, legal status, address and other information.) ~ 3 .l. Architect .2 Consultants ~ :. ... .3 Contractors ;` ;' r Y S ~ ~ ~; ~ `} ~ ~` ~ § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identify special characteristics or needs of the Project not identified elsewhere, sarch as histortc preservahori requirements.) ~ AIA Document A141 *"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNItJG: This AIA' Document is protected by U.S. Copyriyht Law pied International Treaties, Unauthorized reproduction or distriUution of this AIA~ Document, or any portion of it, may result in sevare civil ~ncl criminal penalties, and will Ue prosecuted to the maximum extent possible unciertlie Inw. This draft was produced byAlA software at 14:21:10 on OBHB/2015 under Order No.0239586208_1 which expires on 07!14/2016, and is not for resale. (1866021488) User Notes: PAPR - 003587 3 3 3 ;:.;Per "Design Rec~uireinents" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3). § 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 conflictz i § 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 Q'the 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 mod'elin`g. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: ~ (List name, address and other information.) j ~ ~ ~~' k Mark Wolfe, executive Director ofFlcilities (oc designee) y -§ 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without`ten days'written' "" ~•., "~~, Cr notice to the other party. ~`.~i '~, (' ~F' j 3 § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method df binding dispute resolution shall be the,following: ] Arbitration pursuant to Section 14.4 3 _ ~,,:_.,:. -_--.,,_..- AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AI0.'°' Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA~D Document, or any ~~ortion of it, may residt in severe civil and criminal penalties, and will ue prosecuted to the maximum extont possible under the law. This draftwas produced by AIA software at 14:21:10 on 08/1812015 under Order No,0238586208 1 which e~ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003588 4 [ X ~ ]Litigation in a court of competent jurisdiction [ ";? ] Other: (Specify) § 1.4 Definitions ; -• § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement, beCween Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this 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)la Change Directive. ~ ~ --- F -" § 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 ModiScation. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons br entities other than the Owner and the Design-Builder. ' a a § 1.4.3 The Worlc. The term "Work" means the design, construction and related services required to fulfill th'e Design-Builder's obligations under the Design-Build Documents, whether completed or pa~tially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. T'~e Work may constitute the whole or a part of the Project. ~ ' -" """' ""' " '° ,. .,.. ._ _,~._ . ~_...:~i § 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-E ' known or Iater 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 sunila'r 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 Modifieafon. § 1.4.7 Owner. The Owner is the entity identified as such in the Agreement and is referred `to tl~roughout`the Design-Build Documents as if singular in number. T'he 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 varioustasl~s or duties~~for$or on behalf of the Owner under this Agreement. However, it is specifically understood that the~OvJner (inclucling;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-A~eement-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..,__- ..;_. ~•..~. suc emp oyees. ,f'' ... : _ -_ __ ... a .~ "~:. y § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in thecAgreement and is ~~, ,~ referred to throughout the Design-Build Documents as if singiilar in number. The term "Deign=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 singu~ar in number:"'To the' ~ extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to prouide.Yhexequired~ .........._. ____.__..,.. .....~ professional services. 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. Unauthorizecl reproduction or distribution of this AIA`D Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draftwas produced by AIA software at 14:21:10 on 06/18/2015 under Order No.02395862D8_1 which expires on 07/1412016, and is not for resale. (1666021488) User Notes: PAPR - 003589 § 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-Buitder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-BNild Documents as iP singular in number and means a Contractor or an authorized representative of the Contractor. a § 1.4.12 Confidential Information. Confidential Information is information containing proprietary information that is clearly marked as "confidential." § 1.4.13 Contract Time. Unless otherwise provided, Contract• Time is the period of time, adjustments, as set forth in the Design-Build Amendment for Substantial Completion of tl authorized § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calends specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder Work after execution ofthe Design-Build Amendment, as identified in Article A.1 of the ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS (Paragraphs deleted) § 2.1 [number not used] (Parag~°apps 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. Ai iiounts unpaid Forty-five , (45 ;)days after the invoice date shall bear interest at the rate entered below„`o •inthe absence thereof at the legal rate prevailing from time to time at the principal place of business of the L assign-Builder. °." (Insert rate of monthly or annual interest agreed upon.) ... .,,s '~ ~f N/A (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>= •.~.._:.,,, i ~~-~ ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF TAE DESIGN-BUILD CnNTRA.C'~ ,i~ § 31 General § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the~urisdiction where the Project is located. _. k a ~~~, j~ ~4 ' t 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 t~ providemechanical; "'~ ~'- } electrical, plumbing and other such permits which may be required for purposes of inspection :at no.-additional..-:-..: : ,.....-._s cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" pocument is protected by U.S. Copyright Law and International 7reatfes. Unauthorizeci reproduction or distribution of this AIA"' Document, or any portion of it, may result in severe civil end criminal penalties, and will be prosecuted to the maximum extent possible under the law. Thfs draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14!2016, and Is not for resale. (1666021488) User NoteB: PAPR - 003590 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. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on tha 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 c ~_...,,,.__ _.._._:_.. ,_.....:. . . _, Documents by the activities, tests, ►nspections 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 pubic authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable"fo correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perforpn any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules acid regulations,!or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction recei'ved,from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable I~ws, statutes, a 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 ~s ~equirad to reitledy the • ~ violation, the Owner and the Design-Builder shall execute a Modification in accordance with.Article_4 -„~ .,,_ ...._ . -y ., .,...~ § 3.1.4'The Design-Builder shalt be responsible to the Owner for acts 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. ,:~ i § 3.1.5 General, Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owtler ~o ~' ~,..~ , . ~ ` review matters such as procedures, progress, coordination, and scheduling of the Work. ~G ! § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licen`sed~........ professionals, the Design-Builder shall provide those services through qualified, licensed professionals. Tlie 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 T'he Design-Builder, with the assistance of the Owner, shall prepare and file documents required' j~° "''•~, necessary approvals of governmental authorities having jurisdiction over the Project. ~; The Office of School Facilities (OSF) shall determine the enforcement and interpretat[on of all the codes and referenced standar8s on state buildings, including the Districts school facilities. § 3.1.8 Progress Reports § 3.1.8.1 T'he Design-Builder shall keep the Owner informed of the progress and quality ofthe~Work As-stated im--~-•-~•- -~-~ ~ 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; ~ r .4 Responses to requests for information to be provided by the Owner; n ~ y Approved Change Orders and Change Directives; .5 ~ ; t ,6 Pending Change Order and Change Directive status reports; .7 ~ ; Tests and inspection reports; s.:. --:,..._ ,:,.-., __. ,. ,. ,_.~ .8 Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; .9 AIA Document A141 T'" — 2014. Copyrightm 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protecfed by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAw bocument, or any portion of it, may result in savere civil and rriminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21;10 on 08116/2015 under Order No.0239586208 1 which expires on 07/14/2016, and Is not for resale. (1666021488) User Notes: PAPR - 003591 7 .10 .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 ma~iagement software data requirements. (Paragraphs deleted) ~ § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare ap~ submit for the Owner's information a schedule for the Work, The schedule, including the time required for design ~nd constructions s~iall~~ 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 tie 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.X.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 ce~tifi~ation from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications v~ith respect to the `, documents and services provided by the Architect, Consultants, and Contractors (a) that, to7thebest of their `- - - -- ~ knowledge, information and belief, the documents or services to which the certifications relate (i),are consistent.with ._ ,,., ._r 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 o~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. 1. ~ ~ ~ ~ 'i ~j ~ ~i § 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 sliall ~.._ 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. ff the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall npt•be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for revie~v`of Submitfal~. k.~~' § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (~) reviewed and ' a° approved them, (2) determined and verified materials, field measurements and field constryction 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 regwee~ W '~ ---•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 - " writing of a deviation from the Design-Build Documents at the time of the Submittal and a ~vlodification is executed ~''~4 ih ~, '`~ authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility ~'or errors or ~ ~ ~'~ i 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-B alder, including all y drawings, calculations, specifications, certifications, shop drawings and other Submittals, s alt contain the signature and seal of the licensed design professional preparing them. Submittals related to the Workdesigned:or:certified-by-.:.~~....: -. _~ the licensed design professionals, if prepared by others, shall bear the licensed design professional's written AIA Document A141T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ❑ocument Is protected by U.S. C'opyriyht Law and Intornationai Treaties. Unauthorized reproduction or distriuution of this AIA~ ~ooument, or any portion of it, may result in severe civil and criminal penalties, and will ue prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 06/18/2015 under Order No.0239586206 1 which expires on 07!1412016, and is not for resale, (1666021488) User Notes: PAPR - 003592 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 Warra~►ty. 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=wild Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise ex}ir.`essly permitted by 1 i the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be ebnsidered defective. The Design-Builder's warranty excludes remedy for damage or defect ca~7sed 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 DesignaBuzlder. 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 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 a}~d patent rights an'd shall hold the Owner and its separate contractors and consultants harmless from loss on accounthereof, but shall n,~,ot be responsible for such defense or loss when a particular design, process or product of a particular'manufact~rerior manufacturers is required by the Owner, or where the copyright violations are required in the Qwner's Cr~ter~. However, if the Design-Builder has reason to believe that the design, process or product rel~uired 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. Tf the Owner receives notice from a paten~.or.copyrght,oWt~er., _. 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 IndemniTication § 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the O~ne~, including the Owner's agents and employees, from and against claims, damages, losses an$ expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, butt 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 noY'be._construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a partyor person " described in this Section 3.1.14. `'~~ § 3.X.14.2 The indemnification obligation under this Section 3.1, l4 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 Contractoc~°'' or anyone directly or indirectly employed by them, under workers' compensation acts, disability:„.... i.. _ E 1 ~ ~ § 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. t~ .. _..,. ~ ~... `' "~ , ~~ S § 5.3.2 When a material or system is specified in the Design-Build Documents, the DesignBu►Ider may make substitutions only in accordance with Article 6. ~ ~ ," § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Desigq~-Builder's em~loy~es and other persons carrying out the Work. The Design-Builder shall not permit employment~of ijnf t persons o~,,,_,, „__.;,._ , j 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 exec lion of the Work and ~s .... .. _ Substantial Completion of the Project, ._._. . ... F +~ ;~ § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws statutes;~ordmances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. AIA Document A141TM — 2014. Copyright ~ 20o4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Document is protected by U.S. Copyriyfit Law and International Treaties. Unauthorized reproduction or distribution of this AIA~a Document, or any po~4ion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08!18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1886021468) User Notes: ~ PAPR - 003596 ~z § 5.5.3 Concealed or CJnknown Conditions. Ifthe Desigt-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in. the 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 Oyvner 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 ai increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of tt~e V rk, shall "~ recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owns iefermmes t1~af tt►e' conditions at the site are not materially different from those indicated in the Design-Build Docu ants and•that,no -----.. ... .. ...._.a change in the terms of the Contract is justified, the Owner shall promptly notify the Design~Bu r in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendati the ? ' Design-Builder may proceed as provided in Article 14. 1 the existence of the Design-Builder ion receipt ofsuch i required~to resume >tructed by the requests for ~r features maybe "--`~ § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Doc shall immediately suspend any operations that would affect them and shall notify the 0 notice, the Owner shall promptly take any action necessary to obtain governmental autf the operations. The Design-Builder shall continue to suspend such operations until othe Owner but shall continue with all other operations that do not affect those remains or fe adjustments in the Contract Sum and Contract Time arising from the existence of such made as provided in Article 14. 5 i .:. '"` § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents" (as referenced in Appendix B). 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 emplpy persons. or ~ ~~ ~ entities to whom the Design-Builder has reasonable objection, ,y. _... E f - •-... ..,: SE ... Elementa School Allowances ~.., Amount Descri Pion $1,000,000 Furniture Hardware $ 250,000 Materials onl HVAC Controls $ 500,000 Fire Alarm S stem $ 600,000 Pla rounds $ 350,000 E ui ment and mulch onl ........, S .. _.._ ..,_ S ecial Ins ections $ 150,000 ; CommissioNn $ 100,000 $1,000,000 Owner Conlin enc I Descri lion Furniture Hardware HVAC Controls . Fire Alarm S stem Pla round S ecial Ins ections Commissionin Owner Conlin en Middlelintermediate Schools PER SCHOOL Amount $1,500,000 except Socastee Middle = $7,250,000 $ 350,000 Materials onl $ 650,000 $ 750,000 $ 150,000 Intermediate school onl $ 150,000 $ 125,000 $1,500,000 except Socastee Middle = $1,250,U00 ! ~ Spy 3 `~ ~ ; 5.6.2 Unless otherwise provided in the Design-Build Documents, allowances shall cover the cost to the Design-Builder of materials and .1 and all required taxes, less applicable trade discounts; 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 MtomaEfanal Treaties. UnauthorizeA reproduction or distribution of this AIA~ Document, or any portlo~ of k, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08H8/2015 under Order No.0239586208 1 which expires on 07114/2016, and is not for resale, (1666021488) User Notes: PAPR - 003597 ~3 .2 .3 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 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 prom to ' s for allowances requiring Owner selection. k V § 5.7 KeY Personnel ~ Contractors and SupPhers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliets to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to ~ontract with anyone to whom the Design-Builder has made reasonable and timely objection. S A § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or supplies identified in Elie: 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 tf►e Owner and ~rovide 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 proposed new personnel, design professional, Contractor or supplier or (2) that the Owner r',equ~res`addittonal time to=-' ~ ` ~ review, Failure of the Owner to reply within the 14-day period shall constitute notice of no<'easonable objection,,._., _ _,.,_. _ .. _ j § 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• 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 rep~y within the 14-da~+ 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. - ~'"`j ~ `: '` § 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 ~onstructiori~I~oci~ments, ,_in good order and marked currently to indicate field changes and selections made during construction, anc} on'e' copyof approved Submittals. The Design-Builder shall deliver these items to the Owner in accot~dan,ce with Section. 9.10.2 as a record of the Work as constructed. 5 ~ i § 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 Doc~ments, 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"tfie 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 ~ ~i ':f, § 5.11 Cleaning Up § 5.11.1 The Design-Builder shall keep the premises and surrounding area $ee from accumulation of wasta~- - """' "" materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder:shall-..--., _AIA Document A141TM' — 2014. Copyright ~ 2D04 and 2014 by The American Institute of ArcFiitects. 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 ~roseouted to the maximum extant poss(ble under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.o239586208_1 which expires on 07!14/2016, and is not for resale. (1866021488) User Notes: PAPR - 003598 14 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. j § 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 reg~rdi~g Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply ~yith 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 T'he Owner reserves the right to perform construction or operations related to th ~ Pro~iect with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construe#ion or operations on the site, under terms and conditions identical or substantially ~ mjlar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Ov✓ner shall not~fy'the Design-Builder promptly after execution of any separate contract If the Design-Builder claims~that delaykor additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14. ~ ~ f . _. - - ° -~ § 5.13.1.2 When separate contracts are awarded for different portions of the Project or otheV~ construction `or operations on the site, the term "Design-Builder" in the Design-Build Documents in each c2s~ sha1~_mean.the___~_~_,___ _, _:.__1 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_,,.-- "' 'i participate with other separate contractors and the Owner in reviewing their construction schedules:=Tfie Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual ageement. The construction schedules shall then constitute the schedules to be usecJ by theDesign-Burden, ...,.. '"`~~ separate contractors and the Owner until subsequently revised. ..>.. .1 .... § 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 ,,,~••--- ~•~:, „ i § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for iritroductiQn '~ and storage of their materials and equipment and performance of their activities, and shall connectand"word~'naYe the Design-Builder's construction and operations with theirs as required by the Design-Buia~d Documents°+ ~ `~ § 5.14Z If part.of the Design-Builder's Work depends upon construction or operations by t~e Qwner or a 'separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, pre; are a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner o~ 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 wrongfull}~ causes to completed or partially completed conshuction or to property of the Owner or separate wntractors as prohided in Section 10.2.5. ,~; '~ i AIA Document A141T" — 2014. Copyrights 2004 and 2014 by The American InsBtute 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 poitian of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum eKtont possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208 1 which e~ires on 07114!2016, and Is not for resale. (1666021488) User Notes: PAPR - 003599 ~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. § S.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the resppnsibility 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. E ~ ARTICLE 6 CHANGES IN TIC WORK § 6.1.General 1 ; _.,_ r..._.~. _._., ..,, . ...._...t § G.1.1 Changes in the Work may be accomplished after execution of the Contract, and withouC invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Art~cle b and elsewhere in the Design-Build Documents. a 3 § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Budder. The Owner may issue a Change Directive without agreement by the Design-Builder. # ' g" y r § 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 Orderlor Change Di~ecti~ue. § 6.2 Change Orders ~ ` i A Change Order is a written instrument signed by the Owner and Design-Builder stating their agree~c►ent upon alt o£.... 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 The extent of the adjustment, if any, in the Contract Time. -~"'` i ,, § 6.3 Change Directives ~~ ~ y § 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 Conhact Time being adjusted accordingly,-~ -__„ ;~ _ ~ "' `' j § 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 ~o eXecution o the ="~ Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjust~nerit shall be based on one of the following methods: ~ ~ ~ E Mutual acceptance of a lump sum properly itemized and supported by sufficient; substantiating data to .1 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 ageed upor}~ and`if quantities originally contemplated are materially changed in a proposed Change Order or Change Dir~cti~e so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owt►er;or Design-Builder, the applicable unit prices shall be equitably adjusted. 1 ~j:. :̀i ? ,+ § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the cfiange m tfieWork~~~ _ involved and advise the Owner of the Design-Builder's ageement or disagreement with th~.method,.if any,_.. .3 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 distrihution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to tl~e maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07!14/2018, and,ls not for resale. (1666021468) User Notes: PAPR - 003600 ~6 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 a~ljus~tment in the Contract __., Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment i the besgn-Builder's compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and . ~- - y savings of those performing the Work attributable to the change, including, in case of an in~rea~se, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the A~reement, a reasonable amount. In such case, and also under Section 6.3.3.3, the Design-Builder shall keep and prasenf, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Desigp-Build Documents, costs for the purposes of this Section 6.3.7 shall be Limited tot~e following: .1 Additional costs of professional services; y i :; ~ t .2 Costs of labor, including social security, unemployment insurance, fringe be~efi~s required by { agreement or custom, and workers' compensation insurance; Costs of materials, supplies and equipment, including cost of transportation,whether incor~or~ted or .3 consumed; ~ ' '" :, .4 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the `' Design-Builder or others; ~:, __ -- .. . „-~ .5 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to t the Work; provided that costs of premiums, permits, and taxes that are based on marginal additions to.an existing sum or quantity may all be reasonably estimated subject to correction at the time of,- ~~ "' Final Payment or other agreed time when the actual costs of the marginal additions can be;determined or mutually agreed upon; and ,. '" .:•-~5 Additional costs of supervision and field office personnel directly attributab~ to the change. .6 Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the charige,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 allowable4direct .:. ... ~ '~ costs or the unit pricing negotiated at the time of award. - ;j B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. .•--For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%)~s_ C. ~ ~~~`~"~~, ~ 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 tl~e term of the Contract Ag~•eement and payable at the time of final payment after a) full completion oFall work to bejperformed and all requirements established in the Contract Agreement and acceptance by the District, b) submittal of all p closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requestead by the District, for every subcontractor who performed wori< 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.ofthat 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 eompyetion, ensure no '" amount of the Contractor's retained funds is allocable to the completed and accepted y'vork'`of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute Ft~ ~~ and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute ~ s shall be identified on the Contractor's affidavit of payment of debts/claims submitted ~vitl~ final documents. i § 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 Amendrrjent,`in the ~` "'~~"` "` " ~ ~ ~~` Design-Builder's compensation, shall be actual net cost. When both additions and credits covering.related-Work. or.-..:. _. .. S AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'°' oocument is protected by U.S. Copyright Law arc! International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239588208 1 which expires on 07!14/2016, and is not for resale, (1666021488) User Notes: _ PAPR - 003601 ~7 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 t~ execution of the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Chahge ;Order, subject to the ~ j 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-Gontracl Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-B~ilder'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 all or any part of a Change Directive. _f ~~; ,~ ~ `~ ARTICLE 7 OWNER'S RESPONSIBILITIES { § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who sha11 have express authority to bind the Ov~rner ~ ~ I ~ with respect to all Project matters requiring the Owner's approval or authorization. j § 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 afteK, 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 i,.:, reasonable promptness. § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required 6y.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,;iegal description of the site under the Owner's control. _,,, ~~~ •~ } § 7.2.3 The Owner shall promptly obtain easements and legal authorizations or entitlement~~re~arding 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, zoni~g, 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 eontracy-in_~,. writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall ':i the Design-Builder be relieved of its responsibility to exercise proper precautions relating toJttie safe perfarmance'of,, the Work. ,{e 5 ~~ ~~ § 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 De~ign~Builder. ~ ~. s t § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may recjuest u► writingtla~ the ~""` ~ ~ Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill-the-0wnet'.s_.: : : :,.. . , ._.... ....~.~ obligations under the Design-Build Documents and the Design-Builder's Proposal. AIA Document A141*M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: This AIA" Document is proEectod by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution oPthis AIA`D Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software al 14:21:10 on 08/1B/2015 under Order No.0239566208_1 which mires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003602 18 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-Buiider; the Owner shall, upon request from the Design-Builder, furnish the services of geotechnicai 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 E~chibit B. _:s {.::..., § 7.3~Submittals ~ ~" § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals Rei~iew of Submittals is not conducted for the purpose of determining the accuracy and completeness of other detail's, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or` systems; ~r fir determining that the Submittals are in conformance with the Design-Build Documents, all of w~ich remau► the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner's''action wi[l be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approyed.submittal___r~_.,,. 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 ~s ' a component. § 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 3 precautions and programs in connection with the Work, because these are solely the Design-Builder's riglit~ and . ~ y' " •, '1 s:'' ` responsibilities under the Design-Build Documents. 9 ~Y i ~r' _. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Wbrk~in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over o~ ch' rge of, and wi I not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contracfors~or their agent or ~ ,;a employees, or any other persons or entities performing portions of the Work for the Design:tBiulder. § 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 ~a~ 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~wit~ Section 9.8 and the date of final completion in accordance with Section 9.10. ;; t ~••------- .... ._,__ . _... .. S j § 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_.- .,.. .,._ _ _, ,, k Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build AIA Document A141T" — 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 anti International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil anti criminal penalties, anJ will be prosecuted to the maximum extent possihle under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Ober No.02395e6208 1 which expires on 07/1412016, and is not for resale. (1666021488) User Notes: PAPR - 003603 ~9 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. ;--- j § 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 at~d continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other - g remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Ordershall 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 TIIVIE ~ "" § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contrac. B~ executin~ th'e~ 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, comm ncethe V✓ork prig to the effective date of insurance, other than property insurance, required by this Contract. The Cdntract,Time..sball..not be , adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract. ,.;,... § 81.3 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 QF ~'I~ WOR~. .. __ 4J '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 use of alternate sites for the educational program; disruption of class locations; disruption of disruption of public service activities planned for the project; loss of rental of the project; sec of comingling of project workers with additional persons on and near the site; additional safety vehicles, and unfinished work on the campus during the academic term; general disruption poi learning process, due to project activities during the academic term; moving equipment Burin; ~ among t~te when students and full staff are present; harm to the Owner's reputation and established gooc and academic community, parents, students, and staff due to late delivery of the project; loss of student moi performance due to the ongoing Work during the academic term; harm to the Owner's public ations; disruption and inefficiency of the management of all the Owner's facilities and other current construcfi< 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; ,~'or each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 .,,, d `; ~` will be due from the Design-Builder to the Owner. '' '~ § 8.2 Delays and Extensions of Time r y § 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 liy 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 by delay authorized by the Owner pending mediati'on.and binding,dispute.--.,-.-,--.-..4 AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Insfltute of Architects. Ail rights reserved. WARNING: Thls AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrfbutfon of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will ue prosecuted to the maximum extent possihle under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not For resale. (1666021488) User Notes: PAPR - 003604 20 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~addtional time, such request shall be documented by data substantiating the weather conditions a) were abnormal foK a period of time which could not have been reasonably anticipated; b) had an adverse effect on the work sctedulcd, and alternate work unaffected by the weather could not have been done; and c) had an adverse effect on the constructionschedule `' such that the loss of work time will adversely impact the established completion date. The: Co}~tractor must make -- . ..... -- t every effort to mitigate the potential effect of the weather on the construction schedule incl~dmg, but not limited to, rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and submitted to the District for approval within ten (10) days from the end of the event causing the impact on the construction schedule. An eactension of time not requested within the appropriate time period shall not be considered:~'~ The approved . ._.. , y extension of time shall be incorporated in the next Change Order•. 3 i I § 8.2.4 Anticipated Weather Delays: A total of five (5) days per calendar month (non-ci}~nu~ative) sha.l be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for~an extension of time. Such anticipated adverse weather days are established only for normally scheduled work clays, excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions bn those' 'days are severe' ~ "' "~ -' enough to impact the scheduled work on the following work day. If adverse weather days beyond. the five.(5) days_,;,., anticipated are substantiated and the Contractor could not mitigate the impact of the additional adverse weather - `! days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction schedule and only to the extent of one (1) full day of extended time for each full working day of adverse weather. • '" s' conditions which prevented aforty-hour work week within a seven ('n day calendar week A request for-adverse __ ,,;,. ~ j weather extension shalt not be allowed after the date established for substantial completion. i ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLE'T'ION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment, ~ e ~ a - § 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 sulimit~to the Owc~er a ' schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such fo►Tn and supported by such data to substantiate its accuracy as the Owner may require. This sch~dule, unless ojec~ed to ~_ by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment._ _ ~.---._. "~ , -. § 9.3 Applications for Payment § 9.3.1 At least ten 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 paymenY`as the Owner may "=~,, require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and s6a11., F ~~` `'~ 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 ~ayp~►ent on account of changes in the Work that have been properly authorized by Change Directives, or by interirx► 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 ,~ ~ ~ ~ ? f i -_ , ., , ..s AIA Document A141TM' — 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 tlils 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 draft was produced by AIA software at 14:21:70 on 06!18/2015 under Order No.0239586208 1 which expires on 07/74/2016, and Is not for resale. (1666021488) User Notes: PAPR - 003605 2,~ 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 equi~ment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored o~ or offthe site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Ov3ner`ito establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and sli~all include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored offthesafe § 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. 'Ihe 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 encumbrancesiri favor of the Design-Builder, Architect, Consultants, Contractars, material suppliers, or other persons or'ent~ties entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work, °! § 9.4 Certificates for Payment T'he Owner shall, within twenty-one days after receipt of the Design-Builder's Application for Payment, issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is prope'rlydue~ and notify "- - --" the Design-Builder in writing of the Owner's reasons for withholding certification in'whole:or in part as provded..ia _.. _ ,. Section 9.5.1, ,.:. . : ~~ 3 § 9.5 Decisions to Withhold Certification :,_, ...:s § 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 poigY,indicated_ in the' Design-Builder's Application for Payment, or the quality of the Work is not in accordance witl~the _Design-Build Documents. If the Owner is unable to certify payment in the amount of tie Application, th~ Owner;will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree oma.revised`amount~ th~ owing. T'lie. Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and~:.:,.. --, ._ Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nulli~'y the whole or a part of a Certificate for Payment previously issued to such extent as maybe 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, Coi~trae~ors or' ~ '' ~ others, for services, labor, materials or equipment; reasonable evidence that the Work cannot be completed for the unpaid balaribe ~f the Contract,~Sum; .4 damage to the Owner or a separate contractor; .5 reasonable evidence that the Work will not be completed within the Contrac~ Time, _and that th~ .6 . _..~ unpaid balance would not be adequate to cover actual or liquidated damages~for the anttcipated delay; _..-.. . r _ ._, _ . . .. or accordance with the Design-Build Documents. repeated or substantial failure to carry out the Work in ,.~ ,.. § 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 Owr►er withholds certification for payment under Section 9.5.1.3, the Owner ~iay,;+at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractort, material or equipment ;. suppliers, or other persons or entities providing services or work for the Design-Builder to yrhom the Design-Builder M_ f felted to make payment for Work properly performed or material or equipment suitably delver'ed.Y _ _ ~ __.. 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. Cppyriyht Law anti international Treaties. Unauthorized reproduction or distribution of this AIAW Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted Yo the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 0811B/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (1666021488) User Notes: PAPR - 003606 22 § 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 ]aW, but in no event more than seven days after receipt of payment from the Owner the amount to which the Ar~hit~ct, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is enti~led, 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. ~f § 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 ac~our~t 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 tl~e 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 therght~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 f :., Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. § 9.6.7 [number not used] § 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 payrr►ent 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 Docunjents. i a ~ ~~ ? ~ § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated port~on thereof is sufficiently complete in accordance with the Design-Build Documents so that the Ownercan occupy or utilize the Work for its intended use, The date of Substantial Completion is the date certified by the Owner=irr accordance•with this Section 9.8. _ :; - -- § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owned<~grees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owr~,er an_occupancy peritit.,_ °:~ ''•, ~~ issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed ar ~ corrected prior to final payment. Failure to include an item on such list does not alter the re~poris~bility of the ? ~ Design-Builder to complete all Work in accordance with the Design-Build Documents. ~ ~ ~ 7 ~ j § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to deferrtiine whether the Work or designated portion thereof is substantially complete. If the Owner's inspection dis~loses any item; whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance_with.the besign-Build,•.:.-.-- ---! Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the AIA Document A141"" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Qocument is protocfed by U.S. Co~ayright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`0 Document, or any portion of it, may result in see ere civil and crimi~ial penalties, and will be prosecuted fo the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08H8/2015 under Order No.0239586208 1 which expires on 07!14/2016, and is not for resale. (1666021486) User Notes: PAPR - 003607 23 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 inspection by the Owner to determine Substantial Completion. § 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. ~ re are for. ... ........:.: § 9.8.5 When the Work or desi~ated Ponion thereof is substantial)Y comPlete the Desi Bui~der will p.~p..~ ......... ~',Facilitie§ and a the Owner's signature an occupancy permit issued by the South Carolina Office of School , Certificate of Substantial Completion that shall, upon the Owner's signature, establish the ate :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 cbmrrience on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided`iri{the Certificate of Substantial Completion. '-`"` § 9.8.6 The Certificate of Substantial' Completion shall be submitted by the Design-Builder~to ~e Owner ~or written. acceptance of responsibilities assigned to it in the Certificate. Upon the Owner s acceptanc,, a d consent ;of surety, if any, the Owner shall make payment of retainage applying to the Wank or designated portion hereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of~the~Design-Build' ~ fir .... ........ .. . ~ ~, .__. _. __.... _ -..~ Documents. 1 .r,:_. ~_.: ~, ..:.__:~.. _. ..., .. . § 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 j portion is substantially complete, provided the Owner and Design-Builder have accepted irk 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.:Y~or~C 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 inspect the ~'" area to be occupied or portion of the Work to be used in order to determine and record the cbnd~tion of the ,,~, FF Work:x 6 i § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of tie Work shall dot constitute acceptance of Work not complying with the requirements of the Design-Build Dbcu~►ents. j e S ~ z~ ...,,:.: .._.... . , _, § 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: - -- - - --- --' 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 ~r►debtedness ~~~. 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 eviden~ing~that insurance required by the Design-Build Documents to remain in force after final payment is currently; in ~ffect, (3) a written g statement that the Design-Builder knows of no substantial reason that the insurance will no~ berenewable 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 change's and selections.made ..... :._.p during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) AIA Document A141 T'" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document fs protected by U.S. Copyright Law Anci Intarnatfonal Treaties. Unauthorized reproduction or distribution of this AIA9 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draH was produced by AIA software at 1421:10 on 08!18/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not far resale. (1666021488) User Notes: PAPR - 003608 24 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 refiand to the Owner all money tH'at 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 fially completed and accepted. If the remaining balance for Work not fully compl~ted~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 acce~ited shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be m~de~under ter►'is aid conditions governing final payment, except that it shall not constitute a waiver of claims. ,3 § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except "those arisi~ g 8-om .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. ,,, s § 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-atitfe time.: .- e of final Application for Payment. t +y ARTICLE 10 PROTECTION OF PERSONS A1VD PROPER'1'Y "°=-.:.. ~ § 10.1 Safety Precautions and Programs T'he Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and `# '~ programs in connection with the performance of the Contract. ~I f. _.< '' § 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 ~"t,, emPtoYees on the Work and other Persons who maY be affected therebY~ .1 r~ s' '~ ~ .2 the Work and materials and equipment to be incorporated therein,,whether iri 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=$udder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, Iawns, wa~ks,~pavement~, _ _ _ roadways, or structures and utilities not designated for removal, relocation or replacement in th~ _ course of construction. § 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 ofthe Contract, reasonable safeguards for safety and protection, including postingjdanger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. # 'y - ,~'~ ~i s - § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or u~►usual"method§~-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. AIA Document Al b1 T'" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. CopyrighYLaw aitid International Treaties, Unauthorized reproduction or distribution of this AIA~' Document, or any potion of it, may result in severe civil anti criminal penalties, and will he prosecuted fo the maximum oxtent possible under the law. This draft was produced by AIA software at 14:21:10 on 08(18/2015 under Order No.0239586208_1 which e~iras on 07/14!2016, and is not for resale. (1668021488) User Notes: PAPR - 003609 25 § 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 10.2.13, 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 14.3 i § 10.2.6 The Design~Builder shall designate a responsible member of the Design-Builder's`organization;at:thesite, :- -•---- - --~ whose duty shall be th.e prevention of accidents. This person shall be the Design-Builder's superintendent unless 1 s 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. ~-'- "5 § 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 sU'ch party is legallya. responsible, written notice of the injury or damage, whether or not insured, shall be given tq the other par~y vJ~ithin a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enablekthe~other ~ ~' '' ' ~ party to investigate the matter. - ` -' § 10.3 Hazardous Materials ""s § 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 DesignsBuilder„shall;upon recognizing the condition, immediately stop Work in the affected area and report the conditiion to the Owner in' writing. j ,, ~ 1 _ - :„ § 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 ° _.,... L~ event such material ox 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:''~he Design-Builder will promptly reply to the Owner in writing stating whether or not the Des►gn Builder has; ~~' reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder his an object"on to a , person or entity proposed by the Owner, the Owner shall propose another to whom the Des~gn `guilder ha~ no°'~ reasonable objection. When the material or substance has been rendered harmless, Work inEthe~affected area s~all resume upon written agreement of the Owner and Design-Builder. By Change Order, the Con~'act 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. , § 10.3.3 To the fullest e~ctent 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 oradeath as described ''~ ~''q ~a. ~ in Section t 0.3.1 and has not been rendered harmless, provided that such claim, damage, lo~Ss o~ expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangib~e property (other than the Work itsel fl, except to the extent that such damage, loss or expense is due to the fa It or negligence of the party seeking indemnity. § 10.3A The Owner shall not be responsible under this Section 10.3 for materials or substances:.the.~Destgn-Builder .::_ ._._, . brings to the site unless such materials or substances are required by the Owner.'s Criteria. The Owner shall be AIA Document A141TM — 2D14. 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 ordistribi~tion of this AIA"' Document, or any portion of it, may result in severe clvli aiicl criminal penaitles, and will be prosecuted to the maximum extent possiblo under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/7 412016, and is not for resale. (1666021488) User Notes: PAPR - 003610 26 responsible £or 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 ofperformirig~V~ork 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 discretion, to prevent threatened damage, injury or loss. s ' 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 i~'the Work has been performed in accordance with the Design-Build Documents, Tf such Work i~ in'accordanc~ with the Design-Build Documents, tha Owner and Design-Builder shall execute a Change Order to ~djusYthe Con~ractiTirrieand 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 j § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rej~cted by the Owner or failing to conform to the requirements of the Design-Build Documents, wlether_discovered,bafore or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such ` I. 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 § 11.22.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within two years after: the~date of ,Substantial Completion of the Work or designated portion thereof or after the date for commencement of''yvarFanties`~ s `~ established under Section 9.9.1, or by terms of an applicable special warranty required by the Design-Buit'd Documents, any of the Work is found not to be in accordance with the requirements of the Deslgn-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from th~ Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The OwneP~shall give such notice promptly after discovery of the condition. During the two-year 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-reeeipt.o~ y ,.. ,,,, ~•.,. notice from the Owner, the Owner may correct it in accordance with Section 7.9, `' ,~+; § 1.1.2.2.2 Thetwo-year period for correction of Work shall be extended with respect to portions=of Work first I~'s, performed after Substantial Completion by the period of time between Substantial Complet4l=on end the actual d completion of that portion of the Work. i s s ~ j § 11.2.2.3 The two-year period for correction of Work shall not be extended by corrective Work performed by the ~ e`" `" ` " ~ " ``— " '" Design-Builder pursuant to this Section 11.2. 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 Lew and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may rosuft in severe civil end criminal penalties, and will be prosecuted to the maximum extent possible under the law. This drak was produced by AIA software at 14:21:10 on 08/18!2015 under Order No.0239586208 7 which e~ires on 07/14/2016, and is not fa' resale. (1666021488) User Notes: PAPR - 003611 27 § 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 Desi~-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 t(~e 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 coihmenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than sp~eci~cally 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 Desi~gr►-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Cor~traot Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not fina~ payment hasbeen made, Acceptance ofNonconforming Work may only be evidenced by written agreement~specifying the nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not beoome 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 oftheir,.: ~ y respective Instruments of Service, including the Drawings and Specifications, and shall retain ajl commorilaw,~ ~ statutory and other reserved rights, including copyrights. Submission or distribution of Inst~uments,of Service to meet official regulatory requirements, or for similar purposes in connection with the Project', isnot to lie constr~ued~ 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. s § 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 permisston,from the copyright ~ `"~, owner to transmit such information for its use on the Project. :,,...,.. 5, j ,.. `.3 .• ,~i § 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 solely and exclusively for purposes°of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially perfoi~ms~ its obligations~~ including prompt payment of all sums when due, under the Design-Build Documents. The (ice~se granted'under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of „ the Instruments of Service solely and exclusively for use in performing services or construction for the Project. § 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 solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to the Architect, Consultant ar Contractor all amounts due, and (2); provide the Architect, Consultant or Contractor with the Owner's written agreement to indemnify and hold harmlgss t~e Architect, Consultant or Contractor from all costs and expenses,, including the cost of defense, related~to e'laims and causes of action asserted by any third person or entity to the extent such costs and expenses arise frog th~ Owner's alteration ~ or use of the Instruments of Service. _,...i ~ ~, `• ~: i E € AIA Document A141T'"-2014. Copyright02004 and 2014 by The American Instiiuta of Architects. AIf rights reserved. WARNING: This AIA"' Document is protecfeci by U.S. Copyright Law end International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any pordan of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 1421:10 on 08118/2016 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003612 ~ 28 § 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 fi•om 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. AR'T'ICLE 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 Desi~r►-Builder for Work prior to exec~tio~ of the Design-Build _ Amendment in accordance with this Agreement, such failure shall be considered substantial nonperforiimance a- nd cause for termination or, at the Design-Builder's option, cause for suspension of performance ofservices 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~esign-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. ~efore resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses i'ncurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to ~ ~ 4`^-{ complete, the remaining Work shall be equitably adjusted. , i § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the Work perfor nedi prior to notice of such suspension. When the Project is resumed, the Design-Builder shall be compensated for exp ses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builderas compen~ati n for, ~ '- - ~"'' " " -`, ~""' '~ ~°""' and time to complete, the remaining Work shall be equitably adjusted. r § X3.1.3 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. 3 ,,. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the.other 1 party fail substantially to perform in accordance with the terms of this Agreement through ~ o fault of..the party initiating the termination. y t § 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. i+; j ~y ~ ~, § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment a ~ 3 ~ t § 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 agent or employees, or any other persons or entities performing portions of the Work under direct o~ 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 ~Il`Work to be stopped; '`a '~ .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 Deign=Build Documents; or .4 The Owner has failed to furnish.to the Design-Builder promptly, upon the D~sign-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, aConsultant, aContractor, or their agents or employees or any other pexsons or entities performing AIA Document A141 T'" — 2014. Copyright ~ 2004 and 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AIA"' ~ncument is protected by U.S. Copyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA`9 Document, or any po~iion of it, mey result in severe civil and crii»inal penalties, and will he prosecuted to the maximum extent possible under the law. This draft was produced by AIA soHwara at 14:21:10 on 08/18/2015 under Order No.02395862oe_1 which expires on 07H4/2016, and is not for resale. (1666021488) User Notes: PAPR - 003613 29 portions of the Worlc under direct or indirect contract with the Design-Builder, repeated suspensions, delays o►• 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 ¢f such termination. 7 § 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-Bwilder because the- - - -- -: -Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Docyme~ts 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 ifthe Design-Builder .1 fails to submit the Proposal by the date required by this Ageement, or if no dateh is indicat~d, within a reasonable time consistent with the date of Substantial Completion .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled~Co~sultants, Contractors, or workers or proper materials; - 3 ~ r .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials br 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, S 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 material"s;'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. .- E r -""' ~ . ~"` ..- f ...,, § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section~~13.2.2.1, the `}, ,t%~' ;` 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 aid other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builc~er..If such cosh and_ , _ __ . __ I 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•- ~•-- - F 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 oar: interrupt the"' -~ .. ~ ~'-•4 k~+ Work in whole or in part for such period of time as the Owner may determine. 3 81 ^' ~~ § 13.2.3.2 The Contract Sum and Contract 'Time shall be adjusted for increases in the cost end time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract hum 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 oau§e ` ` `' .-.-_._ ~:-.- ::: _._...-. for which the Design-Builder is responsible; or .Z that an equitable adjustment is made or denied under another provision of the Contract. AIA Document A141 T'^ — 2014. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All Hghts reserved. WARNING: This AIA"' fJacumont is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`° Document, or any portion of it, may rosult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible u~~cier the law. This draH was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239588208 1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003614 Y'k ~ ~ ~ 3 30 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; ~. .1 .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. ~:,:~~. 3 I ~ ~ 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 m~tte~ of right, payt~ent of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes,' other disputes and °" " "-'--'4 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. .__± `1 § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, ; whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time<-• " .,,.,~: period specified by applicable law. y. :: ~ § 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 myst l~e 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: -:,.:..:, . i § 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 14.13.1 and the Initial Decision;_, p' ''i ;~~ requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. ~ ;"~1 ~~ § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as ot~t►erwise agreed ~n~~ ^ ` writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligent(~'' with performance of the Contract and.the Owner shall continue to make payments in accordance with the Design-B~Sild Documents. § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim fora increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the=WorkthaC-=~- ~ °•• ° - •-~ ~ 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 aid of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is nece~sary. lain shall be y data ubstantiatind'th g t weather Conditons wen'abnormal forthe p er~od ofMime, could not have dcumetd bd ~.. ... __ _ -— been reasonably anticipated, and had an adverse effect on the scheduled construction. '~ ' '~, 'i. '~ ~, ` ~ ' { .:.,.s AIA Document A141T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thi3 AIA'" ❑ocument is protected by U.S. Cgpyright Law and International Treaties, Unauthorized reproduction or distrilaution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to the maximum extent possihle under the law. This draft was produced byAlA software at 14:21:10 on 08118/2015 under Order No.0239586208_1 which expires on 07/14!2016, and is not for resale. (1666021488) User Notes: PAPR - 003615 31 § 14.1.7 Maims 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 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 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 Work and otherwise available undcc• this Agreement j This mutual waiver is applicable, without limitaxion, to all consequential damages due to eitherparty'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 tha 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 theOwner and Design-Builder initiated prior to the date final payment is due, excluding those arising ~nd~r Sections 10.3 and 10.4 of the Agreement and Sections B.3.2.g and B.3.2.10 of Exhibit B to this Agreement, uhless 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. S t ~ § 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 .; i written response to Owner within ten days after receipt ofthe 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 .... 9 ~-_. ~' 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 w~ll~take ~e ~ or more ofthe following actions within ten days after receipt ofthe notice required under Section:14.1.3.L• 2 render an initial decision re.1ectin g the Claim in whole or in Part,..,.,_ i i 1 re9uest additional suPPortin g dat ~, ~) ~) (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. The retention of such persons shall be at the Owner's expense. ~`a ,,' '' § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to fum~sh additional !# supporting data, the Design-Builder shall respond, within ten days ai~er receipt of such request; and shall eithex: (1) provide a response on the requested supporting data, (2) advise the Owner when the response oi• supporting d~fa will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt oflthe response o~ 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 writin Z state the reasons therefor• and• 3 identi an change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, ift}ie 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. p ~~ '; ~~ "~ i § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in v✓rit~ng 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 rig~ts to mediafe or"pur'sue .:_,._ _,__:_ ,, .,.. '_n binding dispute resolution proceedings with respect to the initial decision. _-,_.~ AIA Document A141 T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thls AIA"' Document is protected by U,S. Cnpyric~ht Law and International Treaties. Unauthorized 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 to the mAximum extent possible under the law. Thls draft was produced by AIA software at 14:21:10 on 08/16/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and is notfor resale. (7666021488) User Notes: PAPR - 003616 3z § 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 a,__:.. _ 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. ~' --, "j -- § 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 mediatio shall be hel ~m -the ~r . place where the Project is located, unless another location is mutually agreed upon. Agreerrlents reached in ; 3 mediation shall be enforceable as settlement agreements in any court having jurisdiction. ~ ~ ~ F ~ ~ 3 (Pmagraphs 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. a._, I.,.,.. ... .._.._ . ..,~ .-,. ...--_..... . . ...,_.. .,..~ _.__,. _ .~ § 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, ageements and obligations contained in the Design-Build~Documents. Excep~ as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole wi#hout~written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevert} Bless.. remain legally responsible for all obligations under the Contract. 3 § 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~`sgch assignment. ~' ~{ ,;_~ ,+' `ti § 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 certifio~,ates` 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 ~sstgnment to ~ leader, _„ _ i 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. ,~: °'" " § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual,.fo a member of the '~; ' ~~~ ', firm or entity, or to an officer of the corporation for which it was intended; or if delivered a~, orasent by registered or certified mail or by courier service providing proof of delivery to, the last business address kno~n to the party ti j giving notice. Written notice may also be established by acknowledgements and responses ex~hanged 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. 3 AIA Document A147TM — 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 th)s AIA'~ Document, or any portion of it, may result in severe civl~ and criminal penalties, and will be prosecuted to the maximum extent possible unclar the law. This draH was produced by AIA soHwara at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003617 33 § 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 o~ 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 la~vful'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 Ov~rier;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 buildingodes r or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. ~ l § 15.5.2 If the Owner determines that portions of the Worlc require additional testing, inspectio3~ or approval of included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such~ad itional testing, inspection or approval by an entity acceptaUle to the Owner, and the Design-Builder. shallgive 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 15.53, shall be at the Owner's exper►se. § 15.5.31f 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: _ ~ j 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 req~ired_by the Design-Bui~d '~ g ~ 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 norrnal place of testing. ,^ s ,~ § 15.5.6 Tests or inspections conducted pursuant to the Design-BuIld Documents shall be made' promptly~o avoid,,.-~' ~ ~ unreasonable delay in the Work. ~'~ ,,~'"~~~ ?% ,:3 ~ a § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of suc~ Cbnfidential~ ~r Information constitutes a warranty to the party receiving such Confidential Information that th~ 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 enttty ' ~~ ---~ except as set forth in Section 15,6.1. -- § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as reciuired by law.4r court order, including a subpoena or other form of compulsory legal process issued by a court or. governmental entity. A party receiving Confidential Information may also disclose.the Confidential Information to itsemployees; .., consultants or contractors in order to perform services or work solely and exclusively for the Prpject, provided those ~` employees, consultants and contractors are subject to the restrictions on the disclosure and ~se ¢f Confidential ~ Information as set forth in this Contract. _: s ~~ ~J § 15.7 Capitalization ~ Terms capitalized in the Contract include those that are (1) specifically defined, (2) the title's of numibere'cl'ar~icles or-' ~ ~::,...._,_.:_,...,,:.~,._r_~,_~,..,r....«:-._—.._.._ __E (3) the titles of other documents published by the American Institute of Architects. AIA Dceument A141 T" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Ca~~yright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible undertho law. This draft was produced by AIA software at 14:21:10 on 08/18/2D15 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003618 34 § 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 well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. ~ ~ _ ,, _..~:.:_:..:.._..: _:_,._..,,.. _ __ M , _. .._ Conduct of the Architect's Principal, Employees, Agents and Represeptatives 's The safety and security of District stag', students and the general public are of utmost priority to the District. To that end, the Architect shall be responsible for ensuring compliance by i they Architect and any employees, agents or representatives of the Architect, including all Design Consultants,to t~e following: 3 _~-,, A. No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. y 13. Nn fraternizing with, threats to, or use of allusive or profane lanwage in the presehce Hof student , p~rents, visitors, or Dish~ict representatives, age~its, or employees. j C. No improper attire, actions or gestures while on any District property, No smoking on District property in conformance to Horry County Board of Educ~tiori policy. ;Violations "; of such policy shall result in a civil penalty of up to $1,000 per occurence to tl~e 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 Architect's Principals, employees, agents, and representatives performing work on District property and contractually ..: -, , -. require the same of all Design Consultants, their employees, agents, and representatives. No employees,:: -'` agents or representatives of the Architect and Design Consultants 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 respective Architect and Deign Consultant 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 1 d e r' s promotional and professional materials:""TYie .p e s i g n B u i I d e r shall be given reasonable access to the completed Project to make such representations, The'•.DistricY' 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 cop prior to submission, printing and distribution. This condition shall survive termination or complet%on of this Agreement. Drug-Free Workplace t ' .._.. ~, "I'he 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 ""'r.. may be amended. ,,' Y ,~, Y A { ~• Right Audit Project ~ ~ G i The District shall have the right to audit the books and records of the Architect to the extent that.t~e.bpoks._and,_.__ { records relate to the performance of this Agreement and shall include all pricing and C~ange Order (Attachment `""' E) data. Such books and records related to the work covered under this Ageement 'sh'all"be- mainfa~ried "by"" the Architect for a period of not less than three (3) years from the date of final payment to the Architect under 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 International Treaties. Unauthorized reproduction or distribution of this AlA`~D Document, or any poi4ion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant possible wider the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and fs not for resale. (1668021488) User Notes: PAPR - 003619 35 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, 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. 1'he Architect shall ensure that all records per(aining to any Project are available for inspection at the location specified by the District within seventy-two (72) h R urs of notification at no additional cost to the District. This requirement shall survive termination or completi ~n o~the Agreement. Traffic Control On-Site and Off-Site: The Contractor shall conduct its operationsi in~"a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the Soutl Carolina -Department-of--- -- 1 Transportation. The worksite shall be confined to the smallest area possible allowing~nnaximum use of streets, sidewallcs, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Contractor shall use worker and traffic control signs and devices necessary to comply~witJi 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 p}~blic 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 porkers sQ designated ~ shall not be assigned any other duties while engaged in directing traffic. 3 Safety Designee: The Contractor 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 exposu~e: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 doom" areas or work areas by unauthorized.-~ "` individuals. ,,: Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtai~►ing 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.~he 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 investment activities in Iran. Currently, the list is available at ` ' ~ •,. ,,_ ,;:••' the following URL: hftv://urocurement.sagov/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 enteP~into a ~;~ ~`•., subcontract, that person is on the then-current version of the Iran Divestment Act List `.e3~r } ; ~ f" i ~ ARTICLE 16 SCOPE OF THE AGREEMENT I~ d ~ § 16.1 This Agreement is comprised of the following documents listed below: ~ .1 AIA Document A141T"'2014, Standard Form of Agreement Between Own~r and Design-Builder .2 AlA Document A141T"'-2014, Exhibit A, Design-Build Amendment, if executed.._ .... ,~,._~_~T_ ,,.: ,..._ .__ _ . .~.; j ~ .3 AIA Document A141T"'-2014, E~chibit B, Insurance and Bonds ~ ' -'' AIA Document AI41T"'-2014, Exhibit C, Sustainable Projects, if completed" ~ A 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. Unauthorized reproduction or distribution of this AIA, Document, or any portion of it, may result in severe civil end criminal penalties, and will ~e prosecuted to the maximum extont possible under the law. Thls draft was produced by AIA software at 14:21:10 on 08118/2015 under Order No.o239586208_1 which expires on 07!14!2016, and is not for resale. (1666021488) User Notes: PAPR - 003620 36 .5 AIA Document E203TM-2013, Building Information Modeling and Digital Data. Exhibit, if completed, or the following: .6 Other: This Agreement entered into as of the day and year first wrib OWNER (Signature) John K. Gardner, Chief Financial Officer.'; (Printed Hume mid title) ,-= ;,~ `~.._ 5 y ~ S ~y ~ 3 AIA Document A147 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. Ca~~yright 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 urule~ the law. This drek was produced by AIA software at 14:21:10 on D8/78/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (7666021488) User Notes: PAPR - 003621 37 Additions and Deletions Report for AIA~ Document A141TM - 2014 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all teict 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. peleted 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 14:21:10 on 08/1812015. ~.._.__~ PAGE 1 ~,......, ~ AGREEMENT made as of the -'; day of in the year two thousand fifteen (2015); ,; ~ ~ ... ..,. ,. Horr~nty Schools;`South Carolina, a political subdivision of the Slate of South Carolina. `- `• --z _ ;- ,t __ ... Reauestfor Proposals No. 1415-91 PAGE 2 ,: C SUSTAINABLE PROJECTS D BUILDING INFORMATION MODELING AND llIGITAL DATA a ,, r ... i. Per"Design Requirements" published for Solicitation Na I415-91. - -_ '; PAGE 3 _.,..:. l , -' ,~ ~, Per "Design Requirements" puUlished for Solicitation No. 1415-91. 4 ... P.__ Per "Design:Requirements° published for Solicifation Not_ 1415'-91 'Per "Design Requirements" uublished for Solicitation Na 1415`-91 i --. __- - Additions and Deletions Report for AIA Document A147 T"' — 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. Copyrl~ht Law and Intornational Treaties. Unauthorized reproduction or dis4ribufion at this AIA" Document, or any pn~tion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent poscfbte under tht~ law. This draft was produced by AIA software at 14:21:10 on 08116!2015 under Order No.02395as208_1 which expires on 07/14/2016, and is not for resale. (1666021486) User Notes: PAPR - 003622 § 1.1.7 The Owner's design and construction milestone dates: :4 &~s~aat-ial~~e~~~e: .5 9~lte~t~i~es~e~edeEe~ Per "Design Requirements" published for Solicitation No. ~.::. _ _R ~ ~ ~ 1415-91 .~. ~ } { k § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: ~Com~leted with information stated Design-Builder's Proposall ~ - I~ ~"= PAGE 4 ~` -'' ,.. Per "Design Requirements" published for Solicitation Na< 1415-91 (Summary of Services Required, Article 3~ ... '; ~ ~ ~ '.. r ~ Functional Performance;Gonsuitaut (TBD Additions and Deletions Report for AIA Document A741T"' — 2014. Copyright D 200q and 2014 by The American Institute of Architects. All rights reserved. WARNIIJG: This AIA" Document is pro4ected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or disEri6ution of this AIA" Document, or any portion of it, may result in severe civil and criminal penal4ies, and wilt be prosecuted to the marimum extent possi~lo under the law. This draft was produced by AIA software at 14:21:10 on 08/16/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) UserNotes: PAPR - 003623 2 § 1.4.7 Owner. The Owner is the ~e~sep-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 em~lovees that are desi~,n professionals or otherwise skilled in construction or construction management, and such emnlovees mav, from time to time, perform various tasks or or may be applicable to such emplovees. PAGE6 6 2.1 (number not used r ~I~/+~~F31-eF-PoBf~IeF} ~ A e T tl.....:....,i ....4 ~..F t.,..... 4n.,..u1 n...a ma4,.. .7 F F' f y 4 ~,~ f f . gr n,.,..,.,.o w,..,a~:~,. ,,.,a aoi:.,e~,. ~ > 7 D ~ a n~ r~r~eal.. i.~. r. r ~~n n~ si~~4~T n.w v t . a ~a:,., Y':v...«w,...:.,eaY: ~~ _ .,,:..:_._.:__ -. . ~. t «ti.~. r.a r _o,. ,o...o,t t~.. two n,, o. .~ f ., ,.....`:6 J:.....,.,. „a...,.,,.e w.._ti,o n...~~.. ~a4n`4i .~«%~w.n1~n«:non ~}, ~ ~ '~ '~ ~~ 9 ~~ ~" i J :. a Additions and Deletions Report for AIA Document A141T'" — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Ttiis AIA~ Document i~ protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or clisfri6utfon of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be F~rosecuted to the maximum extent possible under the Iaw. Thia draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.02395862oe_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003624 3 § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid Forty-five ( 45 ` )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Desig~-Builder. 4~a N/A '4 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 tha work. ' `~' .c ~- PAGE 7 a` ~ ' ~ + s § 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. § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of _......:rte Design-Builder shall submit written progress estimated percentages of completion and other information identified below: .,. .,. .,. PAGES .12 ... ~--a'~ "..'"~ n.,~~~~ ~~a ^~~:~-~ ~.,:'a~~ deli Additional information as through its project management software data requirements. aim ted by the Owner .. y y ° ~ Additions and Deletions Report for AIA Document A141TM~ — 2014. Copyright ~ 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 d(stribution of this AIA`~ bocument, or any portion of it, may result in severe civil and criminal penalties, and will be ~~rosecuted tp the maximum extent possible undor the law. This drak was produced by AIA software at 14:21:10 on 08/1812015 under Ordw No.0239586208 1 which expires on 07174/2016, and is not for resale. (1666021488) User Notes: PAPR - 003625 4 :v ,.r,,,.l ,.,...~-~, ~-„ . ~.7.,ro.7 ..,,mot ,, „ .. v -cm~-.'~'cmiii .,~~-liYifltBS- 3.1.10 CeCtiTlcations. T r..,... «~.,, n....,.,..+... ...:~-.o„ .. o„~ .~,e rye..:,.., u,,:iao« ..~.,ii ,.tip.,:,, r , shall include in each Application for Payment a certification from each of the Architect, Con Contractors, and furnish to the Owner, these certifications with respect to the documents and ; the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, informatio; documents or services to which the certifications relate (i) are consistent with the Design-Buil to the extent specifically identified in the certificate, and (ii) comply with applicable laws, staff codes, rules and regulations, or lawful orders of public authorities governing the design of the the Owner and its consultants shall be entitled to rely upon the accuracy of the representations contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors execute certificates or consents that would require Imowledge, services or responsibilities bey services. altants, and rvices provided by and.belief,.. the- ---...~.:,--:..-.,_.,:.:_,._~ Documents, except eject; and (b) that ~d statements Il!not be required to ~ the scope of their n t § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Submittals until the Owner or its designee has approved the respective Submittal. Documentsreq, ire ~. PAGE 10 jNumbers §4.2 & §43 intentionally not usedl .. ~,e....t,-._~s,T .. ... . „Kr~ea„„~Krere~-~sm..,r~r...,~r~a -- - -- - -- r ~ ~ _ . . .~ ,._ a • v o e e ..,,..:,.~,. ae~,,;~:,,,. e,,..,. ~...,.~;,~.,~,~~,. ~ • .~ r @-~r2~l~i'~in.. ,.L. ~.'~.v:' ~t'::~.~, ~~;:~~ ...~~:~']o !1 'J~ ...:~``..".t.^,.. ~ f T......... 12..:1.ie..~.. D....«......I. .,...7 .7n+o., ..f .teer,adi.~_dn..~.... ro.,.nip ______ ____~___'__'. r ,,,4 al.e CIl.....:.,... ~ ,~ e e .,~`7 F . o .i~4~~ F } .,... f ~ .:si. Fi ., !\~~m __ . . ____ __~_ 3 _____~ ____ ~ ~ i I i S i ? i Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIAw Document is protectetl by U.S. Copyright Law anti Intornational Treaties. Unauthorized reproduction or distribution of this AIA`°' Document, or any portion of it, may result in severe civil and criminal ~~enaltiea, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003626 S ,, .~ .4 ng-plans, see~iens a~~ e~eva~~e~s; Str~e~ttiral s~ysEem; r~.:,,,..:.....i,,..,..~.., n....,~_ ,,.,a rte,...:,.., u,.:tao.. ,. n....,....~., ~_...._.~ ...,... ~,r,.a:a.,,,~:,... .. :. 4.4 Design-Builder's Construction Proposal § 4.4.1 .. ,`~ The Deg ' Construction Proposal shall include the following: ~' .1 A list of the der-~Besi~~-documents and other information, including the clarifications, assumptions and deviations from''~~ ^•~~-~~'~''~:«~~:^, the Owner x.., 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 The proposed date the Design-Builder shall achieve Substantial Ge~leHerr;Coimpl`etion (or phased ::'`~ s ~ ~ ~? beneficial occupancy, if applicable and acceptable to the Owner); a ~ j _ ~ .:::.. .6 y•" ~ 'I1ie date on which the Design-Builder's Construction Proposal expires. ~ 4 4 ~ 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the .., to6e Design-Builder that it has visited the site and become familiar with local conditions under which the.Wnrk's ,;. --., ...,.. . completed. ,,. ~ ••:. ..,. '; ._~,~ '~ $ 5.1.2:1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to ~ Resulatory Agencies as a portion of the pernnitting and approval process for this work. a ,} ~' f s il j PAGE 11 Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rlghta reserved. WARNING: This AIA~' Document is protects ` + '. 't a § 5.7.2 If the Design-Builder el~ges-desires to change any of the personnel, Contractors or s~ppl ers identified in ~ the Design-Build Amendment, including but not limited to any contractor or design profession''al identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the bwner.and-provide the---.,- --- s name and qualifications of the ~ronosed new personnel, designprofessional, Contractor or supplier. T'he Owner may ~~~ reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonableobjection t~ the Addltlons and Deletions Report for AIA Document A141T"' — 2014. Copyright 0 2004 end 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 At A" Qocument, or any portion of it, may result in severe civil and crirriinal ~~enaltiQs, anti will be prosecuted to the maximum extent possible under the law. This draft wes produced by AIA software at 14:21:10 on 08!16/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1666021488) User Notes: PAPR - 003629 j $ proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to. whom the Owrier has no reasonable'objection, Tfl~'`~ ~~:~~+~a ^~• r a i 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 madedurng construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance ~ith Section 9.10.2 as a record of the Work as constructed. a -tYtG PAGE 15 ~ ._:... . _ , _.,......, § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner :~^~~~~-~~~R:z- and other contractor(s), respectively, incur because of the Design-Builder's delays, ..~ ti w o ~ > .$ ~"defective construction. -.~-;,r `x - • -° '' ~ PAGE 17 .5 I _:..: :. _::? , i ~ Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related tp the Work; provided that costs of premiums, permits, and taxes that are based on marginal' additions tp an existm~ sum or quantit~mav au ne reasonaniy esnmatea sun~ect co correcc~on ac uie nme of Final Payment or other agreed time when the actual costs of the marginal additions can be determined or mutually agreed upon; and Additional costs of supervision and field office personnel directly attributable to the oh'ang~:~~,,., pricing shall not exceed the following: costs or the unit pricing negotiated at the time of award. costs. allowable by the Contractor for administration of the sub-contract. Retaina~e: The District reAuires a retaina~e of three and one-half percent (3.5%) of the total contract price, as may Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The Amarfcan Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 06/18/2015 under Order No.0239586208_1 which expires on 07/1412016, and is notfor resale. (1666021488) User Notes: PAPR - 003630 9 subcontractor nor to materials or equipment purchased from anv supplier unless such amounts are in dispute and the Contractor has not requested payment for such disuuted amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of aavment 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 receij~t of a written request, information necessary and relevant for the Design-Builder to ' ' 6ond(sl:" asements and legal authorizations or § 7.2.3 The Owner shall promptly obtain .___ entitlements regarding site utilization where essential to the execution of the Project. ~~ ~ s § 7.2.4 The Owner shall cooperate with the Design-Builder in securing ~~ixg-land development, zoning, and ~; ~ ~ t other permits, licenses and inspections. e ... § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may requ~t~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. '''"~~~~'~~~ ''~~ "~~:~-~ ~..:,a~~ ~ ~' ,. PAGE 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:•.,, ;= ..._ ~~~ •• :vPAGE 20 i ` `j~ ''', ~j i`~f ~{ '~ 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 prejildice 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 _ ....._._..,1 deficiencies. If payments then or thereafter due the Desigr►-Builder are not sufficient to cover such amounts, the Addttfons 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°D Document is protectQd by U.S. Copyrl~ht Law anti International Treaties. Unauthorized reproduction ar distribution of this AIA`~ ~ 0 Document, or any portion of it, may rosult in severe civil and criminal penalties, and will be prosecuted to 41~e maximum extent possible under the law. This draH was produced by AIA software at 14:21:10 on 08/16/2015 under Order No.02395862oe_1 which expires on 07H4/2o16, and'is not for resale. (1666021488) User Notes: PAPR - 003631 The Owner and the Contractor agree that time is of the essence and that the Owner will suffer si~r►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 alanned for the project; loss of rental of the project; security risks due to will be due from the Design-Builder to the Owner. 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. substantiative the weather conditions a) were abnormal for a period of time which could not have been reasonably anticipated; b) had an adverse effect on the work scheduled, and alternate: _ '" work unaffected by the weather could not have been done; and c) had an adverse effect on the construction schedule such that the loss of work time will adversely impact the established completion date. T'he Contractor must.make every effort to mitigate the potential effect of the weather on the construction schedule including, butnot limited to, rescheduling of subcontractors, pumping water from work areas, rescheduling' work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and"submitted to the 3 .. ilictr;ct fnY annrnval within ten (1(11 rlavc frnm the enr~ nfthe event causing the impact nn the construction".Schedule. `' An extension of time not requested within the appropriate time period shall not be considered. The approved extension of time shall be incorporated in the next Change Order. SCIleQU1P. 1RQ OIl1V LO l[1G CXLGIII Vl VI1C l 11 lull Udy Vl CXIG[IUGU LlI11G lUl G4UlA lull WVl ri41}{ U4y VL 2IU VCA 6G-WG4LLLG1^--~~~~~ • ~-- -• conditions which prevented a forty-hour work week within a sevett (71 daYcalendar week. A~request for adverse _ _ weather extension shall not be allowed after the date established for substantial completion. °_-~'~ ___ ,, 3s~ . PAGE 22 y •• ~, ~ F4 i q~ ~ ~ ii ~ ~ s j i The Owner shall, within severrtwenty-one days after receipt of the Design-Builder's Application fox.Payctx~ut,.issue.,_,.. . _ __ to the Design-Builder a Certificate for Payment indicating the amount the Owner determines i~ properly due, and j Additions and Deletions Report for AIA Document A741T" — 2014. Copyright m 2004 and 2014 by The American Instltute o(Architects. All rights reserved. WAR~[ING: 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 the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 06118/2015 under Order No.0239586208 1 which expires on 07/14/2016, and Is nol for resale. (1666021488) User.Notes: PAPR - 003632 notify the Design-Builder in writing of the Owncr's reasons for withholding certification in whole or in part as provided in Section 9.5.1. reheated or substantial failure to carry out the Work in accordance with the Id Documents. PAGE 23 r................_,.,.. ,.. _..,_.._,.__ or work for the e § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the properly paid the Architect, Consultants, Contractors, or other person or entity providing sere Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. ~€~e-~es~~ caner shall have the right to contact the Archit Contractors to ascertain whether they have been properly paid. The Owner shall have no obli ~~« ,. ,..~,o...,.:..e wa ~ ..sa to the payment of money to a Consultant or ~'^^'~~~•~~ ~nsultants, and to pay or to see i j (number not usedl 3 ... § 9.8.2 When the Design-Builder considers that the Worlc, or a portion thereof which the Owner agrees•-to.accept ; 1 separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner an occuPancypermit issued by the South Carolina Office of School Facilities anda 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. ""`°~ _,. a -! ~~ .4° PAGE 24 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will preparefpt' ~' the Owner's signature an occupancypermit issued by the South Carolina Office of School Facilities and a S of Su tantia~ }~4~ Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date bs Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance; heat, utili~ies,~ damage to the Work and insurance; and fix the time within which the Design-Builder shall finjsh all items on the list accompanying the Certificate, Warranties required by the Design-Build Documents shall commen°ee on the date of --,Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. ....~.. ~._ .., PAGE 25 .2 . .3 .4 PAGE 27 ,.,,~ failure of the Work to comply with the requirements of the Design-Build Docum~nts;.~e~~~~ terms of special warranties required by the Design-Build ~eet~eHEs:Documents~ ,= post-occupancyservices to be provided by or through the Desien-Bu►lder. ~ f ' `~, , a .... .........:..:::.....__:_.....:...,,.~....:..t § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correc~ Work either rejected by the Owner or failing to conform to the requirements .of the Design-Build Documents, whether disco~ered~liefore""`"' "' "" Additions and Deletions Report for AIA Document A141T"" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAti Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction ar distribution of this AIA`P ~ 2 Docurnent, or any portion of it, may result in severe civil and criminal ~zonalties, and will be prosecuted to the maximum extent possible under the law. This draH was produced by AIA software at 14:27:10 on 08/1812015 under Order No.0239586208_1 which expires on 07/1412016, end is nat for resale. (1668021488) User Notes: PAPR - 003633 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 et~ye~t~ two years after the date of Substantial Completion of the Work or designated portion thereof or after the date ~or commencement of , ., ,._.. --.~-~ , _warranties established under Section 9.9.1, or by terms of an applicable special warranty required ~y,the ....: Design-Build Documents, 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 3~otice fromthe Ownerto do so unless the Owner has previously given the Design-Builder a written acceptance of such cpndition. The Owner shall give such notice promptly after discovery of the condition. During,the eHe~ea~-two- 'ear period for correction of the Work, if the Owner :fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 The eHe-yea~two-year period for correction of Work shall be e~ctended with respect to portions o~ Work first performed after Substantial Completion by the period of time between Substantial Comple+ tion and the ~otu~l S t S 5 completion of that portion of the Worlc ~ ,,,,,,;,,,,,,,;, ,~,~: i., ,.,.,.,. .,; .:._.,,.,,.,.-;. § 11.2.2.3 The ei~e-yea~two-year period for correction of Work shall not be e~ctended by corrective-Work°performed= by the Design-Builder pursuant to this Section 11.2. _,,,, a PAGE 28 ~ § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitatiomwth respect to s other obligations the Design-Builder has under the Design-Build Documents. Establishment of the alts-~eat~ two-year period for correction of Work as described in Section 11.2.2 relates only to the specific oblgatign of the`, with Design-Builder to correct the Work, and has no relationship to the time within which the obligation to_comply ,,~ ' 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 L the Owner may do so instead of requiring its removal and correction, in which case the Con'. reduced as appropriate and equitable. Such adjushnent shall be effected whether or not final made. Acceptance of Nonconforming Work may only be evidenced by written agreement Work by inaction or implication. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable-arid`~ ' `` non-exclusive license to use the Instruments of Service solely and exclusively for purposes of constructing;using; ~ :: maintaining, altering and adding to the Project, provided that the Owner substantially performs~ts obligations, including prompt payment of all sums when due, under the Design-Build Documents. 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 solely and exclusively for use in performing services or construction fo`r~, the Project. ~€~ke .. ;; - ~°~ ' u ~`:~ ': ~ s .,:: s Additions and Deletions Report for AIA Document A141T'^ — 2014. Copyright ~ 2004 and 2014 by The American Inslitute of Architects. All rights reserved. WARNING: This AIA~ Dociunent is protected by U.S. Copyright Law and International Treafiies. 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 drak was produced by AIA sofiwara at 14:21:10 on 0811B/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 003634 13 § 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 solely and exclusively for purposes of constructing, ..: using, maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to the Architect, Consultant or Contractor all amounts due, and (2) p►•ovide the Architect, Consultant or Contraetorwith the Owner's written agreement to indemnify and hold harmless the Architect, Consultant or Contractor from a(~ costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third-person..or..entity.. _. _ : .....,,.,..._., „^ _ 1r to the ext~t such costs and expenses arise from the Owner's alteration or use of the Instruments of Service. , _ § 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 n~~m~n' 4.. 4L.,, ,,,,.,„. c~^'~^^ ' '' '' '''"e-terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates Phis Agree nen't for ~ 'a ..:.....:.:_r,_.„.;~ ,~r__._..,. cause under Sections 13.1.4 or 73.2.2. PAGE 29 , .. t ~.,,., . _ . _° .,: . § 13.1.6 In the event of 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, Irr~rio event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth.in'`` c Section 2.1. ~ ,. ! PAGE 30 ~ _.. =° y..x § 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 -._r, days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and ~e€i#;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 Worlc and incurred by the Owner and not expressly waived, such excess shall be paid to the Design-B.uil damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner such payments shall survive termination of the Ge~a~t:Contr the Work covered by the Design-Builder's performance bond. " damages F such co. cc vi ....,._.., _ .._..>____, PAGE 31 § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be payment for Work executed, and costs incurred by reason of such *~~~~~'~~~ ~'~~~ ..,:''~ ~~~~~. .termination. ~ ~ F § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or i in accordance with the requirements of the binding dispute resolution method selected in Sect uses. of.acton,..._:_..._, ,_i to the Contract Additions and Deletions Report for AIA Document A141T^+— 2014. Copyright m 2004 end 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`" Document, or any po~tio~ of it, may result fn severe civil and criminal penalties, anti will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under OMer No.0239586208_1 which expires on 07/14/2016, and is not for resale. (7666021488) Uaer Notes: PAPR - 003635 14 period specified by applicable' . ~. . :........ ............t w.....,, F~,.... , n .,o>,..., ..~e...tie a„+d „~c„~..,f,,.,+;,,~ r,,.,,~~.,~• ,:«w .ti; co,..; , ~.' .'.law. PAGE 32 .2 compensation of ss of profit damages incurred by the Design-Builder for principal office expenses includir personnel stationed there, for losses of financing, business and reputation, and except anticipated profit arising directly from the CIE:Work and otherwise a Agreement. PAGE 33 § 14.3.2 The parties shall endeavor to resolve their Claims by mediation j "The mediation shall proceed in advance of binding dispute resolixtion 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. . . ... R ~A A s ~ - •1 .. `'~~~ ,.;;~a `;t A rhi4ra{inp ..,.. ...,<.. ~ ~'