Sheri L. Wainscofifi i From: Sent: To: Subject: Robbie Ferris Tuesday, November 17, 2015 7:43 AM Keith R. Powell Hcs Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category i , ; i Keith Can you send the latest version of the contract for review Robbie Sent from my iPhone PAPR - 003851 Sheri L. Wainscott From: Sent: To: Subject: Keith R. Powell Tuesday, November 17, 2015 8;18 AM Robbie Ferris Re: Hcs Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category will later this morning. Have not had any commentary from owner yet on any of the last 2 drafts and I am trying again this morning. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorneyclient privilege, If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. > On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: > Keith > Can you send the latest version of the contract for review > Robbie > Sent from my iPhone 1 PAPR - 003852 Sheri L. Wainscott from: Sent: To: Cc: Subject: Attachments: Keith R. Powell Tuesday, November 17, 2015 9:59 AM Robbie Ferris (RFerris@sfla.biz) William F. Halligan RE: Hcs 673757_2 141 main -Checked Draft - (1)(1).pdf Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category 141 checked draft attached. Not confirmed by owner yet. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorneyclient privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. -----Original Message----From: Keith R. Powell Sent: Tuesday, November 17, 2015 9:48 AM To: Robbie Ferris (RFerris sfla.biz); Mark Wolfe; Ara Heinz (AHeinz(c~horrvcountVschools.net); John Gardner; Kenneth Generette; rmaxevC~horrycountyschools,net Cc: William F. Halligan Subject: RE: Hcs Robbie & HCS folks: Ex B updated draft attached for review &comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorneyclient privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive Phis message in error, please notify us by telephone as listed above immediately. > On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: > Keith > Can you send the latest version of the contract for review Robbie > Sent from my iPhone PAPR - 003853 D Document A141 - 2014 TM Standard Form of Agreement Between Owner and Design-Builder a a ~ AGREEMENT made as of the 19th day of November; in the year two thousand fiilecn (20]5). In 1~~ords, indicateday, month and year•.) ~ ~ADDI710NS AND DELETIONS, 'Theauthor of this document has BETWEEN the Owner: (Name, legpl status, add~•ess and other information) ', add'ed information needed for its :completion. The author may also .have revised the iext of the original Horsy County Schools, South Carolina, a political suUdivision of the State of South . Carolina. '335 Four Mile Rd ~ PO Box 260005 Conway, SC 29528 ;District Office Phone 843.488.6700 AIA standard form. r An Additions and !:Deletions Repot that notes added information as well as revisions to 'the standard form text is available 'from the author~and should be ireviewed. A vertical line in the left —,; margin_of this document indicates , where the author has added necessary information and where and the Design-Builder: (Name, legal status, address and other• information) the author has added to or deleted . from the original AlA text. - FIRSTFLOOR ENERGY POSITIVE LLC, Th(s document has important legal consequences. ConsUlta(fon with an attorney is encouraged with respect to its'completion or modif~caiion. . 333 Fayetteville St., Suite 225 Raleigh, NC 27F>O1 for the following Project: (Nan7e, location and detailed descriprion) New Carolina Forest Middle School ~p cr Owner's Re4uest for Pro}~owls No. 1415-91) Consultation with an attorney is'aiso~ encouraged with respect to professional licensing requiremen(s in the jurisdiction where the Pro)ect ~$ located..... ' .. The Owner and Design-Builder agree as follows. '~' !I 1 i j a ,~ S p `t`'` f r a 3 ~r i !a } i ~ V fi ELECTRONIC COPYING of any portion of this AIA~ Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A141 T'" — 2074. Copyright ~ 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, ar any portion of it, may result In sevQro civ(I and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This drattwas produced by AIA software at 09:55:48 on 11/17!2016 under Ordar No.D239586208 1 which e~ires on 07/14/2016, end is not for resale. (1496534068) User Notes: PAPR - 003854 ~ 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-BUILQ AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT - i ~` ' y i 4 ~ f J j ... 3 _ C -._. s .,_,. .. , TABLE OF EXHIBITS .•'`§i _ A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS ' } ~ ~. ARTICLE 1 GENERAL PROVISIONS ,_.. ,; ~ 'i § 1.1 Owner's Criteria ' This Agreement is based on the Owner's Criteria set forth in this Section l.l. (Note the disposition for the follotiving items by inse~~tii~g the requested information o~- a statement such as "not applicable" o~~ "unlcnow~n at time of execution."!f the Chnner intends to p~•ovide a set of design doczrments; and the.. . . requested i~formation is contai~~ed in the design documents, ident~ the design documents and insert "see Owner's design doctcments" where approp~•iate.) § 1.1.1 The Owner's program for the Project: (Set fe~rth the p~•og~~am, identif}~ documentation in which the program is set forth, or state the naar~ner in which the pr~og~~arn will be developed.) Per "Des~rRequirements" published for Solicitation No.-1415-9L , j ~ j y '_ ~ j ~ § 1.1.2 The Owner's design requirements for the Project and related documentation: AIA Document A141 T"' — 2014. Copyright 02004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: i his AIA`'' Dacumen4 is protrrted by U.S. Copyright Lnw and International "treaties. Unauthorized reproduction or distribution of this AIA" Documont, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under file I~w. This draHwas produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07114 /2 016, and is not for resale. (1496534068) User Notes; PAPR - 003855 2 (Identify below, o~~ in an attached exhibit, the documentation that contains the Owner's design requirements, inclzrding any performance specificationsfor the Project.) -Per "Design Requirements" published for Solicitation No. 1415-91: § 1.1.3 The Project's physical characteristics: (Ident~~ or~ describe, if appropriate, size, Iocatzon, dzn~ensions, or other• pertinent info~~n~ation, -Such as geotechnical repo~~ts; site, boundary and topog~•aphic surveys; traffic and z~tility studies; availability ofpublic and private utilities and sen~ices; legal description of the site; etc.) i ,Per "Design Requirements" published -for Solicitation No. 1415-91. § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Ident~ the Owner's Sustainable Objective for the Project szrch as Sustainability Certificatia~, Genefit to the environme~~t, enhancement to the health and well-being of building occupants, or itnpr•ovei~erlf of energy efftciency. If the Owner identifies a Sustainable Objective, incorpoi^ate AIA DocumentA141 T"L2014, Exhibit C, Sustai»able Projects, into this Agreement to define the teems, conditions and Work related to the Owner's Szrstainable" Objective.) ~` '{S 'Per "Design'Requirements" puUlished:for Solicitation No. 1415-~1. . ,' g ~.~.s Number not used. `: ~ y` __ . i ' ___ — -, , § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Provide totalfor Owner's budget, and if lcnornn, a line item breakdown of costs.) ~; Per 'Design Requu•emei ts" published for Solicitation Nn. 14] 5-91 as amended through the Bo1rd'of education s action NovemUer 2, 2015: § 1.1.7 The Owner's design and construction nnilestone dates: (Paragraphs deleted) Per "Design Requirements" published for Solicitation No. 1415-9I ~ ' °- .: . ~ ,, _ . .s § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contra..ctors at the Design-Builder's cost: ,, Architect .1 rg SFL+A Architeets,P.A. 333 Fayetteville Sfreet Suite 225, Raleigh, NC 27601 ~ .2 ~ ~ i 's Consultants . j ;.. i Fer,Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91Y - -- • ~ .3 s - Contractors Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9] -- —3 -., _ § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identify special characteristics or• needs of the Project not identified elsewhere, sa~ch as historic r preservation i requirements.) _. z ! Per "Design Requirements" published for Solicitation No: 14].5=91 (Summary of Services Required; Article 3). AIA Document A141'"' — 2D14. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: Thia AIA"' pocument is protacFed by U.S. Copyrf~ht Lew and International Treaties. Unauthorized reproduction or distriBution of thi3 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 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003856 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 Ifthe Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 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, y j § 1.1.12 If the Owner and Design-Builder intend to tra~lsmit Instruments of Service or any gtherinformation 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 modelin"g. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.'.1:, executive Director ofPacilities (or a designee identified in writing by the owner.) Hgny County Schools Facilities llepartmenY, 1160 E Highway 50 Conway, SC 29526 ,. . 843.488.;6965 , '. :.. 7 § 1.2.2 The persons or entities, in addition to the Owne►•'s representative, who ace required to review the Design-Builder's Submittals are as follows: (List name, add~•ess and other information.) ~.~ f NXA § 1.2.3 "The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if knrnvn, identify by name and address.) - Functional Performance Consultant (TBD), , 3 i § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other iiaformatior7.) '""` i Robbie Ferris, S.C. AEt,6106 FIRS'TPLOOR ENERGY POSPI'IVE LLG, 333 I'ayetleville St., Suite 225, Raleigh, NC 27601 9.19-573-63SU ~~ § 1.2.5 Neither the Owner's nor the Design-Builder's representative shalt be changed without ten days wi~itte notice to the other party. a § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of bindingdispute resolution shall be the following: j: [ X ]Litigation in a court of competent (Paragraphs deleted) jurisdiction, nonjury before a circuit judge in Horry County, SC. ~ ~ ` r 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 Inteniational Treaties. Unauthorized reproduction or distribution of this AIA'A Document, or any portion of it, may result in severe civil and criminal penalties, and wild be prosecuted to the maximurn exfent possible under the ITw, This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07/14/2 16, and is not for resale. (1496534068) User Notes: PAPR - 003857 4 § 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (l) 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, eithex written or oral. The Contract may be amended or modified only by a Modification. The Design-$uild`Documerifs shall not be construed to create a contractual relationship of any kind between any persons or entities other than the ~ -. - Owner and the Design-Builder. § 1.4.3 The Worlc. The term "Work" means the design, construcrion 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 tihe Design-Builder. The Work may constitute the whole or a part of the Project. 3 E ~ ~ ' § 1.4.4 The Project. The Project is the total design and construction of which the Work pec~forined under'the Design-Build Documents may be the whole or a part, and may include design and construc~ion~by the Owncr and by separate contractors. ,. _.._ § 1.4.5 Instruments of Service. Instruments of Service are representations, in any mediumof expression. now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, withoutlimitation, 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 they; Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings; product data, and..samples. Submittals are not Design-Build Documents unless incorporated into a Modification.` § 1.4.7 Owner. The Owner is the entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. 'The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in•construction or construction management, and such employees may, from time to time, perform various tasks or duties'for or on -'' behalf of the Owner under this Agreement. However, it is specifically understood that the Owner"(including these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, a'hd shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as.:a design professional or specially skilled and lmowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or of~"ice division titles asp may be applicable to such employees. ~ 1... ....: .... . ..~ ~ z § x.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement-and is•-~- - ---• referred to throughout the Design-Build Documents as if singular in number. The term "Design-Builder" means the Design-Builder or the Design-Builder's authorized representative. § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular~in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to proVidethe required professional services. ~ 1.4.10 Architect. The Architect is a person or entity providing design services for the DesignBuilder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdictionTli'e Archifectis ' ~:.: referred to throughout the Design-Build Documents as if singular in number. AIA Document A141 T" — 2014. Copyflght m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Llocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`"' Document, or any portion of it, may rasult in sQvere civil and criminnl penalties, and will ba prosecuted to the maxirnum extent possible under the Ic~w. This dreftwas produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239566208 1 which e~ires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003858 i ) ; 5 § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. 'The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." i § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized . . ..,. adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. ~ ~ " i 7 _. '" ""' _.. .... . _. ... _ § 1.4,14 DAy. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. 7 § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. y ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To Execution of Design-Build Amendment § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build 3 ' ' ' '~` ` - "'Amendment, the Owner shall,compensate the Design-Builder as follows: (Insert amount of, or basisfor, compensation, including compensation for any Sustainabilily Services, or indicate. the exhibit in which the information isp~•ovided If there will be a limit on the total amoarnt of compensation for Wo1•k per~orn~ed prior• to the execution of the Design-Build Amendment, state the amount of the limit.) The Design-Builder may invoice the Design-Builder may invoice the owner for not more than five hundred thousand dollars ($500,000) for its Work performed prior to the execution_of the Design-Build Ame,idmeiit. Tllis ;amount is within and part of the price agreed in the Design-Build Amendment (Paragraphs deleted) § 2.1 number not used] (Paragraphs deleted) (Table deleted) § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid :` ' ~,., Forty-five (45: ) days after the invoice date shall bear interest at the rate of 5% p.a. NIA; ~' ~ ', ;• ` (Paragraph deleted) § 2.2 Contract Sum and Payment for Work Perfm~med After Execution of Design-Bui~d Amendment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, the pwner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment.' ARTICLE 3 GENERAL REQUIREMENTS OF TFIE WORK OF TIDE DESIGN-BL~TII..D CONTRACT ~ ._.:... . ____..._.....,.____. _, _.,__. __.3 § 3.1 General jurisdiction licensing requirements in the where the with any applicable shall comply § 3.1.1 The Design-Builder Project is orate , ,_ .. permit in"accordance with § ~'' ., '•, general building is required Permits Fees: No and Building Permit and Other `~ 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to'provide mechanical, '~ electrical, plumbing and other such permits which may be required for purposes of inspe,'ctioh at no additional ~ cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract f Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact ~ fees, permits, and such charges required for the successful completion ofthe 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. AIA Document A141TM — 2074. Copyright ~ 2004 and 2014 by The Ame~lcan InsUtule of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrit~ution of this fUA'~ Document, ar 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 09:55:48 on 11!17/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003859 6 § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, If the Design-Builder perfor' s Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Worlc and shalt bear the costs attributable fo correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform•any -----act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any iri'struction received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable lbws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, fhe Design-Builder shall notify the Owner in writing. Upon verification Uy the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. ~` i! i ,i g § 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the'Des gn-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other perspns or entities performing portions of the Worlc. § 3.1.5 General Consultation, The Design-Builder shall schedule and conduct periodic meetings,with_the Qwner to, , „ review matters such as procedures, progress, coordination, and scheduling of the Work. ': ' E § 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. TheOwner, ,. . understands and agrees that the services of the Design-Builder's Architect and the Design-Buildex'sofher A ~ Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design>Bu~lder.. ~'" § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents.required to. obtain .. , necessary approvals of governmental authorities having jurisdiction over the Project. The Office of School Facilities (OSF) shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's school facilities. ._ .. _, ,. ":~ § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. As, stated in the Design Requirements, the Design-Builder shall submit written progress reports, photogt~aph's 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; ~ ~ ~ ' Submittal schedule and status report, including a summary of outstanding Submittals; .3 `-- • -A-~ -- ---- •- - ~ - -' .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; - --•• .6 Pending Change Order and Change Directive status reports; .7 Tests and inspection reports; Status report of Work rejected by the Owner; .8 (~ ~l 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,compensation and Reimbursable Expenses, if any; s .11 Current Project cash-flow and forecast reports; and .l2 Additional information as designated by the Owner through its project man.`agenent software data requirements. (Paragraphs deleted) AIA Document A141T"' — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIhlG: This AIA"' document is protected by U.S. Copyrijht Lati+and Intcernetional Treaties. Unauth; - - --,- ~• § 3.1.10 Certifications. Design-Builder shall include in each Application for Payment a cextifibation from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to~the'best of their knowledge, information and belief, the documents or services to which the certifications relate- (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or (awful orders of public authorities governing the design ~f the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or ' - '' ` responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld: The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.•1:9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall'not be entitled tai any ofSubmittals. ,~ increase in Contract Sum ox extension of Contract Time based on the time required for review ,. .. F ''i; `' § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed.and approved them, (2) determined and verified materials, field measurements and field construction criteria related.,, thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. ,'. § 3.1.11.4 The.Work shall be in accordance with approved Subnnittals 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 aModification i$ 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. ,_.._ ; s § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the . _ signature ,. and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by ~_~_ the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. The Owner and its consultants shall be entitled to rely_ upon the adequacy, accuracy and completeness of .! the services, certifications or approvals performed by such design professionals. 1 § 3.1.12 Warranty. The Design-Builder wan•ants to the Owner that materials and equipment fi cnished under the "Contract will be of good quality and new unless the Design-Build Documents require or permit'otherwise: Tfie Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents-and _~,-. will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by AIA Document A741 ^" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International 'frea(fes. Unauthorized reproduction or distribution of this AIA'' Document, or any portion of it, may residt 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 09:56:48 on 11/17/2015 under Order No.o239586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003861 8 the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage, If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of mate~•ials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees, fi j e i e § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights-and shall `^ F hold the Owner and its separate contractors and consultants harmless from loss on accounthereof, but shall not be -- responsiblefor such•defense or loss when a particular design, process or product of a particularEmanufacturer or manufacturers is required by the O.Vdner, or where the copyright violations are required in the Owner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a copyright or a patent, the Design-Builder -shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a pategt 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. j `' § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted bylaw, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses;'includng but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but; pnly, to the extent.caused . . .. . by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or ' `F indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to 't negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation-on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disa6ility__benefitacts or. other employee benefit acts. ~ § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that .1 assignment is affective only after termination of the Contract by the Owner for causes 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 Contr~btors whose agreements 1 ~~ ~ ''' are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated underboc~d relating }o the'' Contract. ~ y ,_ When the Owner accepts the assignment of an agreement, the Owner assumes the Design Builder's rights;anc~ obligations under the agreement. § 3.1.15.2•Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under -the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension.- ,, § 3.1.15.3 Upon~such assignment to the Owner under this Section 3.1.15, the Owner may furtfier assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement;fo a,successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the agreement. 7 § 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, 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. Copyriytit Lnw and IntQmatianal 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 drag was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003862 9 ARTICLE 4 WORK PRIOR TO EXECiJTION OF THE DESIGN-BUII.D AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. ,~ [Numbers §4.2 & §4.3 intentionally not used] (Parag~~aphs deleted) 'a § 4.4 Design-Builder's Construction Proposal ~ ~ § 4.4.1 Tt►e Design-Builder's Construction Proposal shall include the following: . .X A list of the documents and other information, including the Design-Builder's clarifications, -- -- - -- - assumptions and deviations from the Owner's original Design Requirements` anc~ the Design-Builder's original Proposal Development Documents as proposed inthe;Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 Tfie proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completione(or phased beneficial occupancy, if applicable and acceptable to the Owner); ti j .4 An enumeration of any qualifications and exclusions, if applicable; .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and'' The date on which the Design-Builder's Construction Proposal expires. .6 ;; 7 " t § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute arepresentation-by they Design-Builder that it has visited the site and become familiar with local conditions under v,~hich,She Work,is_to be,._.,,: completed. -+ § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the ,._ Design-Build Amendment setting forth the terms of their agreement. _. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT `" § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Constriction 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 Docunraents and the Design-Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a lv~odifieation. 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. d § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to 1 Regulatory Agencies as a portion of the permitting and approval process for this work .._ ..._J; :i .. ._ .. 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the "- .,. Design-Build A►nendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. u § 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 tl e Deslgn-Build- - ' -..:,: ,... ' .- - -_.,. _ _ . .. : ., Documents give other specific instructions concerning these matters. AIA Document A141TM — 2074. Copyright ~ 2004 end 2014 by The American Institute of Architects. All rights received. WARNING: This /+IA" Document is prgtocted by U.S. Copyright Law and International Treaffes. Unauthorized reproduction or distribu4ion of this AIA`~ Document, or any portion of it, may re,ult (n severe civil nnci criminal penalties, Anci will bo prosecuted Eo the maxim~rn extent possible under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2D15 under Order No.0239586208 1 which e~ires on 07/14/2018, and is not for resale. (1496534088) User~Notes: PAPR - 003863 ~Q . i § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked cm•rently to record changes and selections made during performance of the work. A copy of submittals accepted by, thel District shall also be maintained at the worlcsite, These items shall be available to the Architect and District when present at the warksite. 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 Cbntracfor` shall furni§h an electronic and paper copy of record drawings of "as-built" detail to the Architect at final-completion of all-- work, exploding punch list items as required by the ContractDocuments. ~' ` ~ ~ Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and 'i "~ completeness of such calculations and certifications. q ~ , ~ i ~ Contractor's Quality Control Program: The Contractor shall institute and maintain 'thro'",ughout the contract term a quality control program, designed to ensure the work performed is in accordane'e with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing daily _ ,. _ :_ supervision an~i conducting frequent inspections by the Worksite Superintendent(s). ~ ! i 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation, the.: following: A. Title VII ofthe Civil Rights Act of 1964, as may be amended. B, Age Discrimination in Employment Act of 1964, as may be amended. j` c. Title I of the Americans Disabilities Act of 1990; as may be amended. o, Equal Pay Act of 1963, as may be amended. ~ y i E. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. "' - , The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is,- a bona 'fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, iri~, all solicitations or advertisements for employees, shall state the Contractor is an "Equal;Opporiunity'~.~`r ~ Employer," The Contractor agrees to post in conspicuous places, visible to employees and pplicants for employment, notices setting forth the provisions of this nondiscrimination clause and shah include the ~~ . provision of this paragraph in every subcontract or purchase agreement of more than $10,000. 3 _,._ .:.~... __..:~ ~,.: . '' ti '` __. ,. Employment Taxes and Benefits: The bistrict shall not withhold from the contract payments,any.Fedecal-or--.. - .State income taxes, .or any employment-related takes normally withheld on the Districts employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project ~'; Manager to the project and identified'in Euhibit A. The Project Manager shall secure the materials of proper quality 'and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progress ;of the work to meet the substantial completion date. The Contractor shall not change the Project Manager identified~in the Scope of Wo~•k (Exhibit A) or the duties and status of the Project Manager during the course of the proje~t without approval oftfie District. - ~"i AIA Document A141 *M — 2074. Copyright ~ 2004 and 2D14 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 distribufioii of this AIA° Dpcument, or any portion of k, m~yresidt 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 09:55:48 on 11/17/2015 under Order No.0239586208_1 which e~ires on 07(14/2016, and Is not for resale. (7496534068) User Notes: PAPR - 003864 i ` ,~.~ Project Key Staff -- Worksitc Superintendent(s): The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at al(times during performance of any work by the Contractor's own forces or subcontractors and •during delivery of any materials. The Worksite Superintendent shall not perform the work°•of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a jtrade or the duties of 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 samg during the course of the project without approval of the District, The Worlcsite Superintendents) shall enforce striof discipline'and ,, good order among the Contractor's representatives, agents, employees, subcontractors anc~ suppliers, --. - ~- - - - ~ ---_ y ;3 Worksite Communications: The Project Manager and Worksite Superintendents) are representatives of the Design Builder and communications given to them, either orally or in writing, shall be as.binding as if given to the Principal of the Design Builder. i § 5.3 Labor and Materials ~ ; j § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay;'for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities;:.transportation, and--..., .. ._ _, other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. § 5.3.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions only in accordance with Article 6. § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Work. The Design-Builder shall not permit employment?of unfit persons or ' { 1 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 Worlc 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. '. -, s :: '' , °• ' _ ~~. § 5.5 Permits, i~'ees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Buiider shah secure and pay ~orthe_ permits, fees, licenses, and inspections by government agencies, necessary for• proper execution of the Work and''' ~ t`~ Substantial. Completion of the Project. § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws; statutes, ordinances, the'Work. codes, rules and regulations, and lawful orders of public authorities, applicable to performance`of f § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ mate~•ially 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:eharacter provided for ', in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions '~. f are disturbed and in no event later than 21 days after first observance of the conditions. TheOwner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause a~ increase or ' b 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 Conixact Sum or Contract Time, or both. If the dwn'er determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents-and-that no - -- _ change in the terms of the Contract is justified, the Owner shall promptly notify the Design`Builder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, tl~e Design-Builder may proceed as provided in Article 14. AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' ❑ocument is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA' document, or any porEion of it, may residt in severe civil and criminal penalties, and will bQ prosecuted to the maximum oxtent possiblQ under thv law. This draft was produced byAlA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1496534068) User Notes: PAPR - 003865 ~Z § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise inst►•ucted by the Owner but shall continue with all other operations that do not affect those remains or featur`:es. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 14. ~ „-.....__..._:_. _ § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in fire Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such pexsons 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. ;' _. _ !. ,' J ; § 5.6.2 Unless otherwise provided in the Design-Build Documents, allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site .1 and all required taxes, less applicable trade discounts; ; 3 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, Qverhead, .2 profit, and other expenses contemplated for stated allowance amounts, shall {~e included in~the ~: ~~ ~ " ` ~ "~ Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shad, be adjusted accordipg(y.. , _ _ . by Change Order. The amount of the Change Order shall reflect (1) the difference between actual `z costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section 5,6.2.2. § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. j 5 § 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 witli anyone to whom the Design-Builder has made reasonable and timely objection. § 5.7.2 If the Design-BuildOr 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 t(~e 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 ~upplier. The Owner may' reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed t~ew 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 xeas~onable obj~ction. ~ ` § 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 aftu• execution of tha Design-Build Amendment, shall furnish in writing~to---the Owner file 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 ~~ro~osed person or S 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. 4 § 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. ~ A § 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.sha(1 maintain- .---. . -. . at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, AIA Document A741T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" nocsiment is protPCFed by U.S. Co~~yri~ht Law and International Treaties. Unauthorized reproduction or distribution of this AIAk' pocument, or any ~>ortion of it, may result in severe civil and criminal penalties, and will bo prosecuted to the maximum ex4ent possible under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239588208_1 which e~ires on 07/14/2016, and is not for resale. (7496534068) User Notes: PAPR - 003866 ,~ 3 in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws; statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Doc~jmerits, 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 tiie Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work. 3 § 5.11 Cleaning Up § S.l1.1 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 Worlc, tfie Design-Builderlshall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus ~ 1 materials from and about the Project. i '~ § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documentst the Owner may do so' and Owner shall be entitled to reimbursement from the Design-guilder. t. , .,, , _ ._ _._,.:__. , , ,_, __ . § 5.12 Access to Worlc The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in , ._ preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project.safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site. 4` ,,,., § 5.13 Construction by Owner or by Separate Contractors t § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts '' § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project-with the ` Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other . . construction or operations on the site, under terms and conditions identical or substantially similar to this Conhacf," ,_ _ 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 claimsthat-delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided ,, ,` ~. r' in Article 14. 4 j § 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 sha11 mean the ,~~ 4 individual or entity that executes each separate agreement with the Ownec. ' y § 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 Worlc of the Design-Builder, who shall cooperate with them. 'The-Design-Builder shall -participate with other separate contractors and the Owner in reviewing their construction schedules, The Design-Builder shall make any revisions to the construction schedule deemed necessary a#ter a joint,review and . . mutual agreement. The construction schedules shall then constitute the schedules to be used by,the Design-Builder, _.. _:: _ separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the design-Build Documents, when the Owner performs construction or operations related to.the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Buildek under the Contract. s { -° ~.s AIA Document A141T"' — 2014. Copyright B 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNtNG: This AIA"' Document is protected by U.S. Copyright Lnw and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any ~~ortion of it, may rrsult in severe civil and oriminal penalties, and will be ~rosocuted to the maximum extont possibly uncler the It~w. This draft was produced by AIA soHwara et 09:55:48 on 11/17/2015 under Order No.0239586208_1 which e~iras on 07/14l201fi, and is not for resale. (1488534068) User Notes: PAPR - 003867 '3 14 § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the dwner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, preparea written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the ._ ..Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of ~j 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. 7 { ~ § 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 acf[vities or defective construction. § 5.14.4 T'he besign-Builder shall promptly remedy damage the Design-Builder wrongfully causes to coriipleted or 10.2.5. partially completed construction or to property of the Owner or separate contractors as provided in Section `~ § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and pitching the' Work as the Design-Builder has with respect to the construction of the Owner or separate contractorsin ,.,__ . ____.. Section 5.10. -~ ..; - " § 5.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility.under their:.: the respective contracts for maintaining the premises and surrounding area free from waste materials.and'rubbish, _. Owner may clean up and will allocate the cost among those responsible. a 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 invalidatingthe Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in ' ° .... the Design-Build Documents. ,:"' ~, -; 6.1.2 A Chan e Order shall be based u on a Bement between the Owner and Desi Builder The Owner ma issue a Change Directive without agreement by the Design-Builder. y' "i ° ~'' § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-~ui~d Documej~ts,rand the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order3or Change Dir`ectiye, § 6.2 Change Orders a ~ A Change Order. is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of __ . : .._,._,_, -- -....., ~ . _,_._ . the following: The change in the Work; .1 - - - . ,. .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the ,. Design-Build Amendment, the adjustment in the Design-Builder's compensation; and ~ "" .3 The extent of the adjustment, if any, in the Contract 'time. -` § 6.3 Change Directives ~' ~ ' § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Wo►•k 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-BuildAmendment, _. the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly. ` ;. AIA Document A141*" ^ 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 Lflw and International 7reat(es. Unauthorized reproducEion or distribution of this AIA`~ Document, or any ~~ortion of it, may rosult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA soHware at 09:55:48 on 11/17/2015 under Order No.0239586208 1 which expires on 07/14/2016, and Is not for resale, (1496534068) User Notes: PAPR - 003868 -; 15 § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustment shall be based on one of the following methods: ; .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient'substantiatingdata 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 mutuall~; acceptable fixed or percentage fee; ar '" -.4 As provided in Section 6,3.7. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, ac~d 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. i ~ '• § 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 ariy, 'j provided in the Change Directive for determining the proposed adjustment in the Contract Surr ; or, if prior to. execution of the Design-Build Amendment, the adjustme~rt in the Design-Builder's compensation; or'Contract Time, E § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement shall "" be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment:in°tlie 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, air amount for i , overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 6.3.3.3, the Design-Builder shall keep and present, in such form as the` Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the,following: Additional costs of professional services; .X .2 Costs of labor, including social security, unemployment insurance, fringe be►}efits required by., ~ r~ ~ `' •~ agreement or custom, and workers' compensation insurance; .3 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; 3 ~ ~ .4 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from they t Design-Builder or others; .5 Costs of premiums for all bonds and insurance, permit fees, and sales, use oi~ similar taxes related to the Work; provided that costs of premiums, permits, and taxes that are based-on marginal additionsto 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 .( Additional costs of supervision and field office personnel directly athibutablerto the:change. ' ,2, Allowable Overhead and Profit Charges: Additional overhead and profit attributable to t~e change in contract pricing shall not exceed the following: ': 'i A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct ; s 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. ~+ -__ _ ._.__ :: .. .........:.: _. ,_ --=s AIA Document A141 T" — 2014. Copyright ~ 2004 and 2014 by The American Inslitute of Architects. All rights reserved. WARNING: This AIA" Document is protor.Yed by U.S. Copyright Law and International Treaties, Unauthorized reproduction or di3tribution of this AIA`~ Document, or any portion of it, may result in severo clvii and criminal penalties, and will Ue prosecuted to fhe maximum extent possible under the law. Thfs draft was produced by AIA software at 09:55:48 on 17/17/2015 under Order No.0239586208_1 which e~i~es on 07114/2016, and is not for resale. (1496534068) User Notes: PAPR - 003869 ,~ 6 C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. Retainage: The District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by any approved Change Order', to be withheld from the Contractor's payments throughout the term of the Contract Agreement and payable at the time of final payment after a) full completion of alkwork to be performed and all requirements established in the Contract Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and one-haalf percent (3:5%) shall be retained from the progess 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 completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcgntractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the ~ ' "~ Contractor's affidavit of payment of debts/claims submitted with final documents. a § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion o"r change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment;~ in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the'basis'of rieY increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will,,. make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution o~.the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the 3 right of Design-Builder to disagee and assert a Claim in accordance with Article 14. 3 § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES j ,> ` { '' § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind theOwner t with respect to all Project matters requiring the Owner's approval or authorization. i § 7.1.2 The Owner shall render decisions m a timely manner and in accordance with the De'sign"~ -Builder's~scY►"edule 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 commencementand take other action to protect the integrity and exclusivity of the project payment bond(s). `•,, § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with... ``, reasonable promptness. r' § 7,2.2 The Owner shall provide, to the extent under the Owner's control and if not required bythe 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`tfie — - ._.-:, Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also. provide surveys--. -.. AIA Document A141*"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" pooument is protected by U.S. Co~~yri~ht Law and International Treaties. Unauthorized reproduction or dis4ribution of this AIA`a Document, or any po~tfon of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possihle uncle~ the law. This draft was produced by AAA software at 09:55;48 on 11/17/2015 under Order No.0239566208_1 which e~ires on 07!14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003870 17 describing physical characteristics, legal limitations and utility locations for the site of the Project, and a Icgal description of the site under the Owne►•'s control. § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. j. .. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoniing, and other permits, licenses and inspections. i § 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 ar to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. ` ~. .,_ § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conforr~ty~with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design;Builder. i § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may recjuesf 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 Thereafter, the Design-Builder may only request such evidence if (1) the Owner fails to make payments to the Design-Builder.as the Design-Build. ,_ ,_ :. ., Documents require; (2) a change in the Worlc materially changes the Contract Sum; or (3) the Design-Builder identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of varythe Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially <.:. _ .::< such financial arrangements without prior notice to the Design-Builder. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities'employed or ~ . retained by the Design-Builder. ? § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, "' upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants far a 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 tii'e services .> ;;,,-' required. Such services may include, but are not limited to, test borings, test pits, determinations:of soil'beari}ng ` 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 othei! consultants sha11 include preparation and submission of all appropriate reports and professional recommendations. i § 7.2.10 "The Owner shall purchase and maintain insurance as set forth in Eachibit B. ~ ~ ~ ~._ _.:_.__. _ .,.._.._.:...-.~...._, § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions.... and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for . determining that the Submittals are in conformance with the Design-Build Documents, all ofwhich remain the responsibility of the Design-Builder as required by the Design-Build Documents. T'he 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 j review. The Owner's review of Submittals shall not relieve the Design-Builder ofthe 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_.. __,a otherwise specifically stated by the Owner, of any construction means, methods, technique, sec{uencesor ` ""'~~' procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which.the_item is._ a component. AIA Document A141T'" — 2014. Copyright ~ 2004 end 2014 by The American Institute of Architects. All rights reserved. WARNING: 7hfs AIA``' Document is protected by U.S. Co~7yrighE Law and International Treaties. Ur~authorizecl 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 draftwas produced by AIA software at 09:55;48 on 11/17/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003871 ~$ § 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 Worlc. The Owner shall neither have control over or charge of, nor, be responsible for, the construction means, methods, techniques, sequences or proce`dur~s, or fox the safety precautions and programs in connection with the Work, because these are solely the Design-Byilder's rights and responsibilities under the Design-Build Documents. +' n . _. _ ._ _.. .__. _ §.7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with •-- ~- --• the requirements of the Design-Build Documents. 'The.Owner shall not have control over or, charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors; or their agents or employees, or any other persons or entities performing portions of the Worlc for the Design=Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section':15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owrer nor a decis►'on made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the gwner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agentsor 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 accordancelwith,section 9.8 and the . date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with,the-Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion'tliereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Worlc 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 Worlc 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 O}~der s}iall be',issuec deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such:, F deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover sGch amounts, the Design-Builder shall pay the difference to the Owner. For Work on the critical path to benefio~,ial occupancy of thf Project (or defined component thereofl the ten-day period referenced herein is reduced to five SS) days during4the 6D days prior to substantial completion as shown on the last schedule properly submitted uriden §._3,1.9. .. .. .. ..... ~. . _.__.._.. .... ----_ ARTICLE 8 TIME § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the -.,. ., Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing"` , the Work. § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence;the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contact. s K § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial - -" ~.--- - . --- -Completion within the Contract Time. ':, ` AIA Document A147 T"' — 2014. Copyright ~ 2004 and 2014 by The American Inslitute of Architects. All rights reserved. WARNING: Thiu AIA"' Oocumont is protected by U.S. Copyright Law and international Treaties. Unauthorised reproduction or distribution of this AIA`~ Documen4, or any portion of it, may result in severe civil anti criminal nenaities, anti will be prosecuted to (he maximum cextent possible under the Inw. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586206_1 which expires on 07114/2016, and is not for resale. (1496534068) Uaer Notes: PAPR - 003872 19 § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORI{. 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 Uy 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 and : . teaching ._.__ learning• process due to project activities during the academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the •- - - -community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current constructonprojects. The measurement of.such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Buildex to the Owner; ;for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages o~$500 will be due from the Design-Builder to the Owner. i t 3 § 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 Workby an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the _ Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. . ,, '_` (Paragraph deleted) ~ § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such +.. request shall be documented by data substantiating the weather conditions a) were abnormal for a period of time Y 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. The Contractor. must make every effort to mitigate the potential effect of the weather on the construction schedule includinb, but not limited to °' rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternafe'wprk'days'~ within the work week, or other such actions. Such time extension request shall be in writing az d submitted tao the.- '' District for approval within ten (10) days from the end of'the event causing the impact on the constructiori~ schedule. An extension of time not requested within the appropriate time period shall not be considered. _' The approvad extension of time shall he incorporated in the next Change Order. ,; ____ . ~ 8.2.4 Anticipated Weather Delays: A total of five (5) days per calendar month (non-cumulative) shall be -' anticipated by the Contractor as "adverse weather," and such tinne shall not be considered justification for an -- extension of time. Such anticipated adverse weather days are established only for normally scheduled work days, excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on 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 ``.,~ } u° 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 r'f equest for adverse weather extension shall not be allowed after the date established for substantial completion. = j ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT' COMPLETION ~ § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment. — _., ._ . . AIA Document A141 "^ — 2014. Copyright m 2004 and 2014 by The American Insfitute of Architects. All rights reserved. WARNING: This AIA"" Document is protected by U.S. Copyright Law and InternaEional Treaties. Unauthorized reproduction or distribution of this AIA~A Document, or any portion of it, may result in severe civil and criminal penalties, and will Ise prosecuted to the maximum extent possihle under file law. This draft was produced by AIA software at 09:55;48 on 11117!2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (1496534068) User Notes: PAPR - 003873 ' 20 § 9.2 Schedule of Values Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. 9 § 9.3 Applications for Paymenf § 9.3.1 At least ten days before the date established for each progess payment, the Design-Builder shall'submit to ~ the Owner an itemized Application for Payment for completed portions of the Worlc. The app(ication~shall be -notarized, if required, and supported by data substantiating the Design-Builder's right to payme'~nt as the Owner may require, such as copie's of requisitions from the Architect, Consultants, Contractors, and materi~l suppliers, and shall I} 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. 1 § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for wHich~the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom :_._ the Design-Builder intends to pay. -~ § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as Tf ..s well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. .. approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off.:.-- ` the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall. be conditioned upon compliance by the 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:nclude the costs of applicable insurance, storage and transportation to the site for such materials and equipment.stored offthe site. § 9.3.3 The Design-Builder warrants that title to all Worlc, other than Instruments of Service, covered by an ,.,::. Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the>,~ Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities enfitled tg make "', ~~ a claim by reason of having provided labor, materials and equipment relating to the Work, ~ ', t i9 ~ ~`~ , § 9.4 Certificates for Payment The Owner shall, within twenty-one days after receipt of the Design-Builder's Application for ~'ayment, issueto the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly duet and notify _ _ the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in _. .,_.. _._:_ .... .._._ Section 9.5.1. -§ 9.5 Decisions to Withhold Certificafion § 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point,indicated in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, the;Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a'revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to Ue due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered: evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be j~ecessary to protect tfie"'' Owner from loss for which the Design-Builder is responsible because of defective Work, including design and construction, not remedied; .1 ~`.. AIA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thiu AIA"' Document is protected by U.S. Copyright Law end International Treaties. Unauthorized reproduction or diwtribution of this AfA`~ Document, or any portion of it, may residt in severo civil and oriminal penalties, and will be prosecuted to the maximum extent possible undor the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Or~1er No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003874 a 21 . .2 .3 .4 .5 .6 .7 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a separate contractor; ~ reasonable evidence that the Work will not be completed within the Contrac~ Tirt►e, and that the unpaid balance would not be adequate to cover actual or liquidated damages3for'the anticipated delay; or repeated or substantial failure to carry out the Work in accordance with the Design-wild Documents. ~' 1 § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. a i § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner ►iiay 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 Desfgn-Builder failed to make payment for Work properly performed or material or equipment suitably del(vered, j § 9.6 Progress Payments t +' F § 9.6.1 Ater the Owner has issued a Certificate for Payment, the Owner shall make payment iri the manner and within the time provided in the Design-Build Documents. ~ ' ~ -' i § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, _Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the`Work performed 3 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 of work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. '`! t § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts. applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work' for the Design-Builder. ~' ~~~_ _ ~t 3~ , § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that tl~e Design-Buil1der has 'S' 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 far the Worlc Owner shall nave the rig}~t toy contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. Th~ Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor. a. .. ~ .. . . . . . ..... .: .... . __ § 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 ofthe Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. j ,~~ 5 (Paragraph deleted) ~ ~ s > § 9.7 Failure of Payment f i t If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within t15e`ti~rie~ " required by the Design-Build Documents, then the Design-Builder may, upon seven additional-days.'_written notice- ---. -_.-.f to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be AIA Document A141T"' — 2014. Copyright ~ 2004 end 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 AIAa Document, or any pnRion of it, may result in sevore civil and criminal penalties, and will Ue proseeufed to the maximum extant possible under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order Na.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003875 22 extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner;car~occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. ~i ,; § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees fo accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Omer an occupancy-permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the re§ponsibility of the 7 i Design-Builder to complete all Work in accordance with the Design-Build Documents. -- § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to determine whether the Worl< 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 Desigci'-Build Documents so that the Owner can occupy or utilize the Worlc or desigr►ated portion thereof~'or its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete oracorrect such item upon notification by the Owner. Li such case, the Design-Builder shall then submit a request fo'r 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. § 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 permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish~all 'items on the list accompanying tha Certificate. Warranties required by the Design-Build Documents shall commence on the"date,of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance; and consent of'surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion 3thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of~the4Design-Build , Documents. ~ ` i ~ > § 9.9 Partial Occupancy or Use 9.9.1 The Owner may occupy or use any completed or partially completed portion of the ~Worlc at any stage when such portion is designated by separate agreement with the Design-Builder, provided such occupancyor use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the... .. portion is substantially complete, provided the Owner and Design-Builder have accepted in writing llie responsibilities assigned to each of them For payments, retainage, if any, security, maintenance, heat; utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The and Design-Builder. stage of the progress of the Work shall be determined by written agreement between the Owner' ~s ~ _. __, 'y ~ 3 ~ § 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 condition of the Work. AIA document A741TM — 2014, Copyright 02004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected ~y U.S. Copyright Law and Intomational 'ireaties. Uoauthorizod reproduction or distribution of this AIAh' Docum¢nt, or any portion of it, may resulk in sevcsre civil encl criminal penalties, and will bo prosecuted to the maximum extent possihle antler tiie law. This draft was produced by AIA software at 09:55:48 on 11!17/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003876 23 § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work noti complying with the requirements of the Design-Build Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make; such inspection. When tha Owner. finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10,2, promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder - submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other'indebtedness connected with the Work, for which the Owner or the Owner's property might be responsilile o~ encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, •(2) a certificate evideneing~that insurance required by the Design-Build Documents to remain in force after final payment is currently`iri effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance wilt not be:renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payrrent, (5) as-constructed record copy of the Construction Documents ma►•ked to indicate field changes and selections made during conshuction, (6) manufacturer's warranties, product data, and maintenance and operations manuafs, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as'receipts, qr releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to'the extentand 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 wa~ver,.required by the _. Owner, the Design-Builder may famish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner maybe -• " 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 nd fait of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon-application by the Design-Buitder, and without terminating the Contract, make payment of the balance due for that..portion of ~.. the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is.less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms -.., and .-: conditions governing final payment, except that it shall not constitute a waiver of claims. t § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except;those arising from ;-: ''` liens, Claims, security interests or encumbrances arising out of the Contract andqunsettled; .1 4 t'3 failure of the Work to comply with the requirements of the Design-Build Docurr~ents; .2 ~ ; '; .3 terms of special warranties required by the Design-Build Documents; y .4 ost-occu anc services to be rovided b or throu h the Desi n-Builder. -~ - - § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the -- - Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment. '' ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY '~ '`' § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and ~ programs in connection with the performance of the Contract, `"' A~ ~ ~ § 10.2 Safety of Persons and Property .. ' .., ~ 10.2.1 The DesiS~-Builder shall be resPonsible for Precautions foc the safetY of~ and reasonable Protectio"n to ~` " . .... .:.... ... .. . . prevent damage, injury or loss to employees on the Work and other persons who may be affected thereby; .1 AIA document A141 ^" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ bocument is protec4ed by U.S. Co~~yright Law and International Treatios, 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 antler the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Ordar No,0239586208_1 which e~ires on 07114/2016, and is not for resale. (1496b34068) User Notes: PAPR - 003877 24 .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the 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. ~ ;~ § 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 pe'rsor~s or property, or their protection from damage, injury or loss. __ _ t _____ . . § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting: danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. `" _,._. _~. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, aYe necessary for execution of the Worlc, the Design-Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. ? ~ a3 z ~ ~ a § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design-Build Documents) to property referred to in Sections 10:2.1:2-and ~-" 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a ContracYor,_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 ar 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. ,, . .,. f r ~ t 1 § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder'sorgaf►ization, at the'isite, whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superintendent unless ~ otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. 5, ~ or damege to J rY § 10.2.8 In.1 urY or Dama ge to Person or PropertY• If the Owner or Desi ~-Builder suffers in°u person or property because of an act or omission of the other, or of others for whose acts such party is legally <=r 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 detall to enable~the gtler '. ; ~~ party to inveskigate the matter. i r ; ~ s ~.. § 10.3 Hazardous MateN•ials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included~in the Design-Build Documents regarding hazardous materials, If the Design-Builder encounters a hazardous material-or substance not °— -- addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos-or- _. .., _. '• polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall,. upon_ recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in ,'' writing. ~` § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the senvic~s of a licensed ~ laboratory to verify the presence or absence of the material or substance reported by the De'sigr-Builder and, in the i 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 ofsuch material or substance or who are to perform the task of removal or safe containment of such material or substance. The AIA Document A141T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' pocument is protected by U.S. Copyright Lew and International Treatios. 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 I~w. This draft was produced by AIA software at 09;55:48 on 11/17/2015 under Order No.0239586208_7 which expires on 07/14/2016, and (s not for resale. (1496534068) User Notes: PAPR - 003878 ~~ ~s ~ 25 Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner, If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the ai~ected 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-Bwilder'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 t}je Design Builder, __, _. __ the Architect, Consultants, and Contractors, and employees of any of them, from and again$t claims, damages;^ losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the .-~' Worl< in the affected area, if in fact the material or substance presents the risk of bodily injury qr death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, lo''ss or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Work itsel fl, except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. --, § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design-B~►ilder 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 oFthe 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 Owne;C ipcurs (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 e~ctent that the cost and expense ,.._ are due to the Owner's fault or negligence. - ~' E § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable•by a government agency for the cost of remediation of a hazardous material or substance solely by reason of;performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder's discretion, to prevent threatened damage, injury or loss. ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of.Work The Owner may request to examine a portion of the Work that the Design-Builder has cove Work has been performed in accordance with the Design-Build Documents. If such Work Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to and Contract Sum, as appropriate, If such Work is not in accordance with the Design-Buil~ uncovering and correcting the Worlc shall be at the Design-Builder's expense and the Desi entitled to a change in the Contract Time unless the condition was caused by the Owner or which event the Owner shall be responsible for payment of such costs and the Contract Tir appropriate. § 11.2 Correction of Work § 11.2.1 Before m• After Substantial Completion. The Design-Builder shall promptly a by the Owner or failing to conform to the requirements of the Design-Build Documents, or after Substantial Completion and whether or not fabricated, installed or completed. Co. rejected or nonconforming Work, including additional testing and inspections, the cost of replacement, and compensation for any design consultant employed by the Owner whose compensation were made necessary thereby, shall be at tt~e Design-Builder's expense. the documents, tl}e costs of ~-Builder shall not be separate contractor in :will be adjusted as - ;et Work either rejected-., ither`discovered before of correcting such covering and ~e~ses and .•} — --- `, t i 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 Intornational Treaties, Unauthorized reproduction or distribution of this NA°i Document, or any portion of it, may result in sovere civil and criminal penalties, and will Ue prosecuted to the maximum extent possible unclerthe law. This draft was produced byAlA software at 09:55:48 on 11/17/2015 under Order No.0239586206 1 which e~ires on 07!14/2016, and is not fa' resale. (1496534D68) User Notes: PAPR - 003879 ~ 26 § 11.2.2 Aftcr 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 date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty requi►•ed by the Design-Build Documents, any of the Worlc 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 con`diti¢n. The Owner shall give such notice promptly after discovery of the condition. During the two-year period for correction of the Worlc, 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 afterreceipt-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 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. 5' —x .:, r ~ § 11.2.2.3 The two-year period for correction of Work shall not be extended by corrective Wor~C performed by the 3 Design-Builder pursuant to this Section 11.2. a ~ f § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in= ace,'brdance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor'accepted b'ythe -- - - " § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or ,.,A 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. .:. i § 1].2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect tq other obligations the Design-Builder has under the Design-Build Documents. BstablishmenYt of the two-year period for correction of Work as described in Section 11.2.2 relates only to the specifio obligation'of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with th'e 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. '*, § 1].3 Acceptance of l~ionconforming Worlc If the Owner prefers to accept Worlc that is not in accordance with the requirements of the Design-Build,Doduments, ,,;. '` the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will; be'~' reduced as appropriate and equitable. Such adjustment shall ba effected whether or not final payment has been;; '~~ made. Acceptance of Nonconforming Worlc 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 j 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, andany-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 ~`i meet official regulatory requirements, or for similar purposes in connection with the Project, is pot to be construed r 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. 1 i "~ § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Servile, or any otfier ~-" 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. 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. Copyriylil Lew and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may residt in severe civil anc{ criminal penalties, and will be prosecuted to the maximum extent possiUlQ under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on D7/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003880 27 § 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 performs its 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 Insta•uments of Service solely and exclusively for use in performing services or construatiori for the Project. § 12.3.1 T'he Design-Builder shall obtain non-exclusive licenses from the Architect, Consultant"s, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Des►gn-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)~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 expenses, including the cost of defense, related,to a]aims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's`altej~ation or use of the Instruments of Service. ~ a § 12.3.2 In the event the Owner alters the Instru►nents of Service without the author's writtgn authorization on uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the; Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses, The terms. of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause unde►• Sections 13.1.E or 13.2.2. .i ARTICLE 13 TERMINATION OR SUSPENSION ., . § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design-Builder's option, cause for suspension of performance of 5eryices under`: this Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days'-•written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder'shall have no liability to the Owner for delay ar damage caused by the suspension of the Work. Before resumingthe,,., Worlc, 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 xcomplete, 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 pr~ar 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 compensatior~•for, ? j and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fa~11t of the__ __ Design-Builder, the Design-Builder may terminate this Ageement by giving not less than seven days' written notice. j § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other.. _ party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. . § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the ( Design-Builder for the Owner's convenience and without cause. } ~~ ~; a t § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Buildershail be compensated for ~' `' Work performed prior to termination and any other expenses directly attributable to terminationfor"which"tfie 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. 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. Cu~~yright Law and Infernatianal Treaties. Unauthorized reproduction nr distriUuYion of this AIA~J Document, or any portion of it, may result in sovore civil and criminal penalties, and wfll k~e prosecuted to the maximum extent possible unclertlie law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239566206 1 which e~ires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003881 28 § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect contract with 1 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 Worlc to be sto ed• 2 An actof government, such as a declaration of national emergency that reyulTres ~all Worlc 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.S.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the DesgnyBuild Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. ~` ~' i; ,I z § 13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault ofthe es Architect, a Consultant, a Contractor, or their agents or employees or any other persons or portions of the Work under direct or indirect contract with the Design-Builder, repeated su; interruptions of the enti►•e Work by the Owner as described in Section 13.23 constitute in t 100 percent of the total number of days scheduled for completion, or 120 days in any 365-c 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 Worlc, and costs incurred by reason of such termination. .: § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or faul{-of the Design-Builder~or any other persons or entities performing portions of the Work under contract with the Design-Buildgr because the ! Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Documents with respect to I 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 Agreement, or if no reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled Contractors, or workers or proper materials; .3 fails to make payment to the Architect, Consultants, or Contractors for servi accordance with their respective agreements with the Design-Builder; repeatedly disregards applicable laws, statutes, ordinances, codes, rules and .4 orders of a public authority; or .5 is otherwise guilty of substantial breach of a provision of the Design-Build ] "~ a r is indicated, within a' sultants, '~:, materials or labor in lat~ons, orlawtut mPntc .... .,..._ _. _ _. . - .... .. . _ . __- -. ... . . § 132.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights,,or-remedies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, ~. terminate employment of the Design-Builder and may, subject to any prior rights of the surety: Exclude the Design-Builder from the site and take possession of all materials;' equipment, tools, and ,1 construction equipment and machinery thereon owned by the Design-Builder; ;~ .2 Accept assignment of the Architect, Consultant and Contractor• agreements pursuant to Section 3.1.15; and Finish the Work by whatever reasonable method the Owner may deem expedient, Upon written .3 request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of -" _ .: __._. :..: _. _ .-., ....- . ,:.. ,,_. the costs incurred by the Owner in finishing the Work. AIA Document A141 T"" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Phis AIA~' Document is prgtected by U.S. Copyright Law and International Troaties. Unauthorized reproduction or distribution of this AIA'A ~ooument, or any portion of it, may result in severe civil and criminal penalties, and will bR prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003882 29 § 1:1.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Woric and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner:-The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Worlc covered by the Design-Builder's performance bond, s § 13.2.3 Suspension by the Owner for Convenience ~ Y or internuPt.the § 13.2.3.1 The Owner maY, without cause~ order the Desi~-Builder in writin g to susPend ~ Bela Work in whole or in part for such period of time as the Owner may determine. l - § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of tl~e 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 oause for which the Des1gn-Builder is responsible; or .Z that an equitable adjustment is made or denied under another provision of the Cgntract. x F § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Conhact for the Owner's convenience acid without cause. -` § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design-Builder shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;... -, :: and, .3 except for Work directed to be performed prior to the effective date of termination stated in the ; notice, terminate all existing Project agreements, including agreements with the Arckiitect, Consultants, Contractors, and purchase orders, and enter into no further Project agreemehts:and: ,, purchase orders. ' , § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims r'~~ § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter.`~of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and 9 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. 9 § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in cont~~act, tort, breach of warranty or otherwise, against the other, arising out of o"r related-to the Contract ---• -- - -' in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time -----period specified by law. §.14.1.3 Notice of Claims ~' § 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner orDesagn-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event gi~ingrise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whlche~ver is later. ,; a § 14.1.3.2 ClAims Arising After Final Payment. After Final Payment, Claims by either the Owner ar '' Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiafed 6y~ ~ prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and theInitial Decision:,_. - _.. , .:_-. .._,...-, requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: 1'hts AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unautharizecl reproduction or distribution of this AIA~ Document, or any portion of it, may result in sevore civil and criminal penalties, and will be prosecuted to the maximum extent possihle under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_t which e~ires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003883 30 § 14.1,4 Continuing Contract Performance. Pending fnal resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents. § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an incxease 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 endangenng life or property arising under Section 10.4. § 14.1.6 Claims for Additional Time 4 ;- - - ----- -§ X4.1.6.1 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 colt 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 Claitn shall be documented by data substantiating that weather conditions were abnormal for the period of.tim~, could not have '~ been reasonably anticipated, and had an adverse effect on the scheduled construction. ~ ~' § 14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arihing out o#~or relating "~ ` '` to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, p[-ofit,.,~nancing,.._ _ _ business and reputation, and.for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work and otherwise available under`this Agreement. R ,. . This mutual waiver is applicable, without limitation, to all consequential damages due to either..party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deenned to preclude an award`of ~ liquidated damages, when applicable, in accardance with the requirements of the Design-Build Documents:` :. i § 14.2 Initial Decision § 14.2,1 An initial decision shall be required as a condition precedent to mediation of all Claims _between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections'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, u~iless;~0 days,haVe ,• passed after the Claim has been initiated with no decisiotl having been rendered. Unless otherwise mutually agreed" in writing, the Owner shall render the initial decision on Claims, § 14.2.2 Procedure S ~ + j § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Buildershallprovide a;_ _ _ written response to Owner within ten days after receipt of the notice required under Section 14.1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (i) withdrawing - -the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 1. 4.13.1; (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. °, ~ § 14.2.31n evaluating Claims, the Owner may, but shall not be obligated to, consult with ot~ 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. AIA Document A141 T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIWG: This AIA"' Document is protocted by U.S. Copyric~hf Law end International Treaties. Unautharizecl rQproduction or distriU~ition of this AIA~' Document, or any hoition of it, may resole in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under tho law. This dreftwas produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003884 31 § 14.2.4 Ifthe Owner requests the Design-Builder to provide a response to a C[aim or to furnish additional supporting data, the Design-Builder shall ►•espond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. § 14.2.5'I'he 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. § 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 mediateor pursue binding dispute resolution proceedings with respect to the initial decision. ~ C § 14.2.7 In the event oFa Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of~a D"esign-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance inresolving the controversy. ~ _., i 4 (Paragraph deleted) § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except: those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed in .advance; of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 6O days froh the. date of filing, unless stayed for a longer period by agreement of the parties or court order. § 14.3.3' The parties shall share the mediator's fee and any filing fees equally, The mediation shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached.in mediation shall be enforceable as settlement agreements in any court having jurisdiction. (Paragraphs deleted) ARTICLE XS MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. x ~~ :, , ~ i ~~, ~ __-. . .:~ '.. .,.__ .. --- 3 3 § 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 withoutwritten 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. ~ f § 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 obligati;Ans under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitafe such"" " "~-' " _..,.. _.. ~._ _:.,,__. assignment. AIA Document A141 T" — 2014. Copyright ~ 2004 and 20 4 by The American Institute of Architects, All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyriyht Law end International Treaties. Unauthorized reproductio~i or distribution of this AIA"' Document, or any portion of it, may rosult in severe civil and criminal penalties, and will be prosecuFed to the mauimum extant possible under the Iaw. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239686206_1 which e~ires on 07/14/2016, and is nol for resale. (149653A068) User Notes: PAPR - 003885 ~4 r 32 § 15.2.3 If the Owner requests the llesign-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 ail 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. fi 3 § 15.3 Written Notice j 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 a~, 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 communicatia~s such as electronic mail or any internal messaging functionality of BIM and/or project , ""-t management software used by the parties for the project. § 15.4 Rights and Remedies "• s § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and re'mec~ies availalile 1 thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. ~ y --. ._. __ § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waivex of aright or duty............ afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. _ ._ § 15.51'ests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the:Desgn-Build ` Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests,_ie~spectionsanc~ approvals with an independent testing laboratory or entity acceptable to the Owner, or with~the appropriate pulilic authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the` t Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present.#~or 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, inspe¢tion.or ~approval`'noU included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for sucli`:additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give tirriely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present fo#~ such t procedures. Such costs, except as provided in Section 15.53, shall be at the Owner's expen'.se. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and I SS 5.2 reveal failure ~f the portions of the Work to comply with requirements established by the Design-Build Documents;all-costs made -~ necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required,by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build`Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. y~ ~ `` `' ' § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made, promptly to avoid unreasonable delay in the Work. q AIA Document A141'"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Lew and International Treaties. Unauthoriaod 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. Th(s draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No,0239586208 1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003886 33 § 15.6 Confrdential Information If the Owner or llesign-Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting pasty 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 #t to any other person or entity except as set forth in Section 15.6.1. i ~; f § 15.6.1 A party receiving Confidential Information may disclose the Confidential Informa~ionas required bylaw 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 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 pf Confidential Information as set forth in this Contract. . _,~ - -' § 15.7 Capitalization ~' 'x Terms capitalized in the Contract include those that are (1) specifically def ned, (2) the titles'of numbered articles or ~ i `j (3) the titles of other documents published by the American Listitute of Architects. 2 - h 5 § 15.8 Interpretafton li ~ § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "all's, and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent ~rorrl one statement and ' ~ - ' '' ~' -~ appears in another is not intended to affect the interpretation of either statement. r § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. .. Conduct of the Architect's Principal, Employees, Agents and Representatives-"' -` "` i i The safety and security of District staff, students and the general public are of utmost priority to the District. To that end, the Architect shall be responsible for ensuring compliance by'the...:Architect-_.and; ari'y employees, agents or representatives 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 ari' -..., 2 existing occupied building. "~ 13. Nn fraternizing with, threats to, or use of abusive or profane language in the presence ~.f: students, parents, visitors, or District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property. i ~ '~ . No smoking on District property in conformance to Horry County Board of Education policy. ~° Violations of such policy shall result in a civil penalty of up to $1,000 per occurence to the individual ~esporisible 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 X11 the Architect's Principals, employees, agents, and representatives performing work on District prop~erty...and.cantractually_- .. _ -.._ - , reQwire the same of all Desi SY► Consultants their emPtoYees~ agents and rePresentatives. No emPtoYees 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 rid Design . _ Consultant and made available to appropriate District personnel or the District's legal counsel inunediately upon request. ~,^ Promotional Materials ~~ ~'• F ` ,S I of the design of The Design Builder shall have the right to include photographic or artistic representations D.._e n.___ _ sig the Project among the Design B u i 1 d e r' s promotional and professional mater~als,_.The B u i I d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i 1 d e r in the 'District's`••promorional " _' "'' materials for the Project. The Architect shall not make any representations in promotional and professional 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 Lew and International Treaties. Unauthorizecl reproduction or ciistributinn of this AIA"' Document, or any portion of it, may result in severe civil and criinin~l penalties, and will be prosecuted to clie maximum extent possible under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07!1412016, and is not for resale. (1496534068) User Notes: PAPR - 003887 34 materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement, Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free progams in connection with the performance of this Agreement.Th~ drug-free progams shall conform to Title 44, Chapter 107, § 44-107-]0 through § 44-107-90 of the South Carolina _.. ._ _.__of_._.Laws _ as— -_ 7 ~ ._. Code may be emended. 4 Right Audit Project t The District shall have the right to audit the boo] PAGE 3 Per "Design Requirements" published for Solicitation No. 1415-91. y ... } .,Per "Design Requirements" published for`'Solicitation No. 1415-91. ... s ~. .,_ __ _ ` R ~ ~! ,. Per "Design. Requirements" published for Solicitation No. 1.415'-91. Additions and Deletions Report for AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WAf~NING: This AIA~' Doctonenf is protoctod by U.~. Copyrfyht Law and International Treaties. Unauthoi9zed reproduction or distribution of this AIA~ ~ocumont, ur any portion of il, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent hossiblo wider the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0238586208_1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003890 1 ,. § i.i.s cv~: e..t:..o ..., ,J ...,...~Io.,.Jl:.. o.. F« .e..e:..~«.. sl,o :.,..e.,+:..o.. t6...t .,«o ,lo«e.,.7e«t ,.,~. .......,I..so.7 t,. +1.., ilo..:.... T2..:t.7.... ~.. ~'i~c*rTc~cr~ s > r .. F11.,,,>..• F.. ~~1... : .v. u«. o«t:...~ ., , 'Number not u"sed. { , Per "Design Requirements" published for Solicitation No. 14] 5-91 as amended tfiro~~1~ the Board of~ducation's actiomNovember 2; 2015. . r. § 1.1.7 The Owner's design and construction milestone dates: :~ ~gv~-~se tege-~atis: ~ .... C7UlYIIilS:'S}e~~'[1rDPiS}~CI-'Dt1YStl~ ~~~n'~~ .YS ~ ~ t ! % s ~ } ' F. -i ~ { j + z ~z.__. _, __ ,_.~ __, used-esrr~let+et~da~es: :3 f :: -~~s~~~ia1-~a~~~~:a~-fete: i -.,. Per "Design Requirements" published for Solicitation No. 1415-91 ,p .' ' ,.,. `~ ,,.. '' ,;ia ... ~ ~ ~,:.~ te .~ ^'1 i d ... d ... SFL-~-A Architects P.A. 333 Fayetteville Street Suite 225, Raleigh,:NC 27601 ' ~~ ~, ~ _._ Per Desi~m-Builder's Proposal to Owner pursuant to Solicitation No.1415'-91. 6''~ } ~ r Per Desier►-Builder's Proposal to Owner uarsuantto. •Solicitation No.1415-91. 1~ ... Per "DesiQa► Requirements° published for Solicitation No. 1415-91 (Summary of Seivices:Required, Article<3). PAGE 4 ~ ~. _. Additions and Deletions Report for AIA Document A141T"~ — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Phis AIAf' Docwnen4 is protected by U.S. Copyright Law and International 7re~ties. Uno~Yhuriz¢d reproduction or distribution of this AIA` DocwnenE, or any 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 09:55:48 an 11/17/2015 under Orcler No.0239586208_1 which expires on 07114/2018, and is not for resale. (1A96534068) User Notes: PAPR - 003891 2 Executive Director of facilities (or a desi~iee identified in writing by the: owner: Horry County. Schools Facilities Department; 1160 E I~i~hway SU Conwav; SC 29526 843.488:6965 N/A Functional Performance Consultant CTBD Robbie Ferris. S.C. AR6106 FIRSTFLOOR ENERGY POSITNE LLC. 333 1~ayetteville Sti., Suite 225, Ralei~t~, NC 27601 919-573-6350 vv.v .~ va acv A,v~ uwv.~vyv..a.~.~ wtj. .. ua ....~...6 w w ...,.......b ....r........ ......................... ........ ""'b... .....~ .»...... ., ....... t' S ' ^.,~saa~~ ~s-Ses~ier~ X4.4 ~ r—~~t~ee~-P~ s {-=-~ Litigation in a court of competent ~triscl~e~ier~ a jurisdiction nonjury before a circuit fudge in Horry County, SC. r ,.,.. PAGE 5 -... 7 .-~ § 1.4.7 Owner. The Owner is the ~e~sec~e~-entity identified as such in the Agreement and is referred to tltoughout 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 may be applicable to such employees. PAGE 6 ::The Desien-Builder may invoice the Design-Builder may invoice the owner for not more than five hundred ;thousand dollars ($500 000) for its Work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Desien-Build Amendment. r .. «..7 l~....s~..,.t..,... SF..«.. ..«„ ..et F..A. l,el...,. > > y t '. ... _..._..-- -. . .. --- ,; Additions and Deletions Report for AIA Document A141T"` — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects, All rights reserved. WARNING: This AIAf' Docwnent is protected uy U.S. Copyrfyht Law and Intornntfonal Treaties. Unauthorized reproduction or distribution of this AIAm bocument, or any 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 09;55:48 on 11/17/2015 under Order No,0239586208_t which expires on 07/14/2016, and is not for resale. (1498534088) User Notes: PAPR - 003892 d 3 of the _...,...,.o - - - - ~~ -- § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid „ .~,....~..,,„,,,, tti,,..e„r.., Fo , -five (45) days after the invoice date shall bear interest "4 4L.., .....,, ,,.,te...,,, ~.,.,,.... ., iT....,,.~ ...+o „a...,..,...... .... ....~.,..~ :.,.e..o..« ,,,~reoa .,~~~at the rate of 5% p.a. -.._, i ~, '> _ d —~ N%A of fees, permits, and such charges required for the successful completion of the work. PAGE? § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed bylicensed -. .. professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agees 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, `4 ... ~ k The Office of School Facilities (OSF) shall determine the enforcement and interpretationsof all ._.the applicable _,.,_. i o. _ ~ _ '--' --- -`-`- '--'i ~• -- '---~--~°--.i- .tee-`-~-"- --~---~ r -~~~` -- :.,. ..._-_.,:: ... --._--,. _., Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All Hghts reserved. WARNING; This AIA~' Document i~ protected by U.S, Copyright Law anti International Treaties. Unauthorized reproduction or distri6utian of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, anti will be ~~rosocufecl to Ylie maximum extent possible under the law. This drak was produced by AIA software at 09:55;48 on 11/17/2015 under Order No.0239586208_1 which expires on 07H4l2016, and is not for resale. (1496534D68) User Notes: PAPR - 003893 4 § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. 8~-a-r~e b.,..:.. ,.~ ,.«w,.....:~,. ..,. .,,...oe,, ~,. ,.., «w~ n.,,.,a.. .,„a no~:,,„ u,.:~ae., As stated in the Design Requirements, the y Design-Builder shall submit written progress ~~~~~«~ +~ ~"^ n...~~-, r~orts,photo~raphs of Work in progress, and other data to the Owner electronically, ox through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: ... i .12 Additional information as throu~h its proiect management software data requirements. ,; , esiar►ated by the-Owner. ..,.- -- _ ..,. ' 4 _.- ~ ~~. ~~ :~ ,~ ~5~C~m"-prizvFr~-kk~-circis~26lii I~,...~ .. '~ m ,.~~.,..I ......F.. t., . ...7..te.J ...,..E e..r:,,,..ro~ !~ i~ ~;. s R PAGE 8 5 k } g ij f r `. Design-Builder -r § 3.1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and - ~~ Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except' to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project;`and (b) that ; the Owner and its consultants shall be entitled to rely upon the accuracy of the representationssand statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall notbe.xequired'to execute certificates or consents that would require knowledge, services or responsibilities beyond'the:scope~of their services. ..,.5 ... "~ § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build pocuments.tequire Submittals until the Owner or its desi~has approved the respective Submittal, ~'` =~ , s'' i~ PAGE 10 ~5 y ", ~ . (Numbers §4.2 & §4.3 intentionally not usedl e~ Additions and Deletions Report for AIA Document A741T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Archftecis. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Lavr anti International Treaties. Unauf~iorized reproduction or distribution of this AIA" Oocionent, or any portion of it, may result in sevQre civil and criminal penalties, and will be prosecuted to the maximum extent possible under tho law. This draft was produced by AIA software at 09:55:46 on 11/17/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534066) User Notes: PAPR - 003894 5 ._ ._ .. .. .--. + :_.._, ~:.. e a ~ ~w.~. +• ., two ~,~..~~.:,..,~ ,.F.._.,..~~.., ~..,~.:,.~~. .4 c SiCH6~HC&~ Sj'S~2T13i r i .• o ~ n ti• .ai ~~ ", " .. _ i t~.o ~, •ta:.,,.......«e...,. :..,.t..a:.... w....,,.« i:..,:*oa t,. ,,,e,.w.,.,:,.~i n•a ....f:,.~ i... ,,,,a:,.:,...~ a.-......r.it r.i.4en .7oni..~~~isi rr ...... ..4v....4: i.........4.. ~ti~: . .:,. s nln i TI, D ~I: 1 .A~ Tl m ' ,.ti,. ,.F «I,. ..1 ..s...7. ..,7 ~1.. ..ti. o 1.04:.1,0 ~ i_aa ii~I,~.~; e ~,._ ~ .....,.,.oe.l +...70. el....«..~.,t .,441.e Tlo..:.... Q.,:I,J .->.. A...`~.....,1 Tl.,,~D.-el: ,.«...~ :r....w.... w ..........t................. ~.....b......~.... :v: /1 .f n '4 ~ 1-1. 1 (1 .7 Tle..~ _- . Tlo..;..., ~I,~~c fi .Y.o~~._4 nl.o i „_ as D~.i1.7 u« .~.,......Fe n AiT...7:C~.n4i.... ~ ~~ -' ~`' .... .ti , '' '' ~ d ~y a ~ 1j § 4.4 Desitn-Builder's Construction Proposal ,,` . .. §4.4.1 Th'eDwign-Builder's' ' ~ Construction Proposal shall include the following: and other information, including the Design-Builder's---- -- "~ 1 A list of the ~:~a~y-Besign~ocuments clarifications, assumptions and deviations from ~"~ n...~~~'~ ~'-:*~~:~, the Owner's original Design Requirements and the Design-Builder's original Proposal Development Documents as proposed in is _ the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal. based; .2 The proposed Contract Sum, including the compensation m~*'~~a ~~a, ~~~~~~a ..~~~~~«"~''~~` ~F`"e ,'r .3 The proposed date the Design-Builder shall achieve Substantial E beneficial occupancy, if applicable and acceptable to the Owner); t R s t f a 6 The date on which the Design-Builder's Consh•uction Propose expires. Additions and Deletions Report for AIA Document A141~M — 201A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WAkNING: This AIA°j Docinnent is protected Uy U.S. Copyright Law and Infiomational Treat(es. Unauthorized reproduction or disfri6ution of this AIAQ Document, or any portion of it, may result in severe civil and crimiaai penalties, and will be prosecuted to the maximum extent possible ender the few. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239686208_1 which expires on 07/14/2016, and Is not for resale. (1496534068) User Notes: PAPR - 003895 s § 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. Re~ulatory Agencies as a portion of the permittine and approval process for this work. PAGE 17 work, excludingpunch list items as required by the ContractDocuments. t Professional Certifications: When professional certification of performance criteria for'materials~ systems; or ~ eauinment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. ~' ,;,~ a Contractor's Ouality 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 Confract Documents, including an~ges, at ali times and in all respects. The program shall include providine daily • ..,... s r; supervision and conducting frequent inspections by the Worksite Superintendent(sl. 1. Compliance with Employment Laws: By entering into a Contract A~~•eement, the Contractor agrees to`abide , by all applicable laws pertaining to employment includin ~bv way of illustration and not limitation, the following A. Title VII of the Civil Rights Act of 1964, as may be amended. - ~' B. Abe Discrimination in Employment Act of 1964, as may be amended. C. Title I ofthe Americans Disabilities Act of 1990, as may be amended. r~ D. Equal Pav Act of 1963, as may be amended. ~~~ , E. Fair Labor Standards Act, as may be amended. s` F. South Carolina Wages Act, Code 37-10-10 et seq., as maybe amended. _~~ ~. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may ; be' amended. 'he Contractor shall not discriminate against any employee or applicant for employment because_of.race, ~ ~ligion, color, sex, age, handicap, or national origin except when such condition is~a bona fide _._ _ _ all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer," The Contractor agrees to post in cons~cuous daces, visible to employees and applicants-for""` employment, notices setting forth the provisions of this nondiscrimination clause and shall include the,,.,,_ ~'' provision of this paragraph in every subcontract or purchase agreement of more than $10,000. ,~` ' • ., ~ =! -°' , .- ,, '= Employment Taxes and Benefits: The District shall not withhold from the contract payments any federal or State income taxes, or any employment-related taxes nortnally withheld on the Districts emnlovees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier ernplovees. i~ ~ Additions and Deletions Report for AIA Document A141~M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Doc~nnenf is protected by U.S. Copyright Law and International'fre~+ties. Unauthorize8 reproduotion or distribution of this AIAm Doeument, or any portion of it, may result in severe civil and criminal ponaltias, and will bo prosecuted to the maximum extenf possi6lo under thQ law. This draft was produced by AIA software at D9:55:48 on 11/17(2015 under Order No,0239586208_1 which expires on 07!14!2016, and is not for resale. (1498534068) User Notes: PAPR - 003896 '," 7 Project Key Staff —Project Manager: T'he 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 timine of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. The Contractor shall not change the Project Manager identified in the Scope o Work (Exhibit A or the duties and status of the Project Manager during the .course of the project without approval ofthe Principal of the Design Builder. PAGE 12 § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure_ ...and . pay for the ~..:~a:~^ ~~~m:~ ~~ ,,,~„ ~~ ~„„ ~~'~~~ permits, fees, licenses, and inspections by government agencies, necessary for '' proper execution of the Work and Substantial Completion of the Project. .:. PAGE 13 desires to change any ofthe personnel, Contractors or suppliers identified in § 5.7.2 If the Design-Builder the Design-Build Amendment, including but not limited to any contractor or design professional:identified liy_the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner•and-provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier, The Owner may reply within 14 days to the Design-Builder in.writing, stating (1) whether the Owner has reasonable objection to the proposed new ersonnel, 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. ~: ... _. ..,. - '! 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.'~ 4'~~ ~~:~~~~a ~~~~~~ ~- _ dee► .w.,.:,+:., va• 's S ~ ~ d ~e-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 Additions and Deletions Report for AIA Document A141TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is proteaEed by U.S. Copyright Law and International Treaties. Unauthorized roproductlon or distribution of this AIA`~ Docwnent, or any portion of it, may result in severe civil and criminal penalties, and will be ~rrosecutecl to the maximum extent possible cinder the law. This draft was produced by AIA software a109:55:46 on 11/1712015 under Order No.0239586208_1 which expires on 07/14/2016, end is not for resale. (1496534068) User Notes: PAPR - 003897 '+ $ Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9,10.2 as a record of the Worlt as constructed. PAGE 15 § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Qwner ~et~s~ka~-tea and other contractor(s), respectively, incur because of the Design-.~uitder's delays, improperly timed activities ~~ ~~F ^+:.,o .. ...........,:,.., -rtio n..,,,o.. ,.~,.,n w, ..o.,..,.....:wi„ .,, «w„ ,~;i...:? n.,:i,~o» ~.. ,.,...... _ > -.;nor ~x defective construction. ,. PAGE 16 .5 .6 Costs of premi~ims for all bonds and insurance, permit fees, and sales, use or simlax taxes related to the Work; provided that costs of premiums, permits, and taxes that are based on mareinal additions or mutually agreed upon; and r Additional costs of supervision and field gffice personnel directly ath•ibutable to the change. priein~ shall not exceed the following: n j o,.« .,.,...t....o«F....,oa I.., ~t,a !'~,..,F«~..t.,«~.. ,,...., F...ems ~ .,,~,,;,,,,,,,, ,,Fro« ~or..o,.r /1no%\ :;f-tl,o:~lt.,,,,~t~lo:-,7:«o,.r. -.._. ' costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a m~imum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%).is'" allowable by the Contractor for administration of the sub-contract. ;? i i Retainaee: The District requires a retaina~e of three and one-half percent (3,5%1 of the total`-contract price, as may be amended by anv approved Change Order, to be withheld from the Contractor's payments throughout theterm.bf j ♦wo ~,.~+..,.,.f ~,,..,.,.....,,»s .,«.7 ..~.,~i.to ~r rt,o ri..,o .,f fi„ol .. o.,+ ~l#or ~l £,II ~...,,.,lAr~ ~«, „f ~ I1 .~~.,rl( r~ lA r.ArFr,,,P~ ~ and all requirements established in the Cont~~actAgreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of ~avment of debts/claims, if requested by the District, for every subcontractor who performed work on theproiect evidencing they have received final oavment of undisputed work and retaina~e withheld. As a condition of the contract, no more than three and one-half neccettit (3 5%) shall be retained from thepro rgess payments of an~ubcontractor by the Contractor until final completion of-thatportion.. Contractor's affidavit of ~avment of debts/claims submitted with final documents. -- -~ "' ~ ,. j '~ i ; PAGE 17 § 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 l 5 days after receipt of a written =-- _ ,_. ~*~~~ ~F~„ `~~~ ~~c ~~"~~:~'~ request, information necessary and relevant for the Design-Bui]der to ~ ~~'••~*~, T ' .give notices of p~''oject commencement and take other action to protect the integrity and exclusivity of the project payment bondfs). PAGE 18 ~.,_:_._ ,. "` .. ``~ ~, .,__,~..._.--.....__ .,.___ Additions and Deletions Report for AIA Document A741T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: This AIA° DocumenE is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction orclistribution of thfs AIA° Document, or any po~tfan of it, muy result in severe civil and criminal penalties, and will h,Q prosecuted to the maximum extent possible underfhe law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.02395862oe_i which expires on 07/14/2016, and Is not for resale. (1496534068) User Notes: PAPR - 003898 9 § 7.2.4 The Owher shall cooperate with the Design-Builder in securing other permits, licenses and inspections. gland development, zoning and PAGE 19 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its desigiee notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and ¢oritmue -correction of such default or neglect with diligence and promptness, the Owner may, without p rejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate ChangeOrder shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of corr,''ecti~g 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~occupancv of the _l PAGE 20 -". _ ._., . _,.,~ ON~ OF TFIE WORK. ___ ..~ _..__ .,_a The Owner and the Contractor asree 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 learning process due to proiect activities during the academic term• moving ectuipment during: theacademic term , when students and full staff are present• harm to the Owner's reputation and established goodwill amon~'the., _ community parents students and staff due to ]ate delivery of the project; loss of student morale and academic ~` performance due to the on~oin~ Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated-Dama e~ s as follows: for each day the Work is not Substantiall~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 daYthe '^^ ._., . _,, •'~ will be due from the Desien-Builder to the Owner. I ; ~ 1 t Additions and Deletions Report for AIA Doeument A141*'" — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rlghta reserved. WARNING: This AIA`" Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reprocluctfon or distribution of this AIA° ~ O Document, or any portion of ii, may result in severe civil and criminal ~~enalties, and wilt be prosecuted to the maximum extent possiblo under Ehe law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_i which exp(res on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003899 An extension of time not requested within the appropriate time period shall not be considered. The approved extension of time sha11 be incorporated in the next Change Order. § 8.2.4 Anticiaated Weather Delays: A total of five (5) days per calendar month (non-cwnulativel shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an weather extension shall not be allowed after the date established for substantial completion. PAGE 21 _ The Owner shall, within seveH-twenty-one days after receipt of the Design-Builder's Application ~or Paymeclt, issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly duel and notify the Design-Builder in writing oFthe Owner's reasons for withholding certification in wfioleor in part as provided in Section 9.5.1. PAGE 22 repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design=Builder has' properly paid the Architect, Consultants, Contractors, or other person or entity providing services or.work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. r~''~~ T`~~:~~~ ~..'a~~ ~ :,~ ~~ ~~-~'~" ~ ~'- ~ •'-'~~~~ ~ ~'~'~~~ ~~ ^ -'~~•^ t"~-Owner shall have the right to contact the Architect, Consultants; and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay`or.to scf to the payment of money to a Consultant or r'.,:~...~~~:, ,. ~r: ».....w~ ~~'.:_......~ b~.~~,:._~~;-!~=°~.r`ontractor. ,s as .,, e ^`"S c i s PAGE 23 ,, § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agtees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Ownex anioccupancypermit issued by the South Carolina Office of School Facilities and a comprehensive list of items to bae c mpleted or corrected prior to final payment. failure to include an item on such list does not alter the responsi~ility of the F ?.:__.__,,,...._,- .. . . Design-Builder to complete all Work in accordance with the Design-Build Documents. °t '+ y Additlons and Deletions Repot For AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law anti Intcsrnetional Treaties. Unauthorized reproduction or distribution of this AIA`1' Docwnent, or aoy por8on of it, may resulE in severe civil and criminal penalties, and will be prosecuted fo the maximum extent possible under the taw. This draft was produced by AIA software at 09:55:46 on 11117/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003900 'e j 11 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will prepare for the Owner's signature an occupancypermit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's si~ature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents.shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. PAGE 24 ~ .2 .3 .4 PAGE 26 -' '', . failure of the Work to comply with the requirements of the Design-Build Docurhents; e~ terms of special warranties required by the Design-Build ~ee~neat~•Documenfs~ Host-occupancy services to be provided by or through the Design-Builder. '~_ . } _..: _. § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whetKer discoveredbefbre or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconformine Work, including additional testing and inspections, the cost of uncovering and _ ~ j 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. PAGE 27 § 11.2.2.1 In addition tothe Desigt-Builder's obligations under Section 3.1.12, if, within ette-g+ea~-two vears'after the date of Substantial Completion of the Worlc or designated portion thereof or after the date Por commencement ~f warranties established under Section 9.9.1, or by terms of an applicable special warranty required by, the Design-Build Documents, any of the Worlc 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 et~e-~}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 tomake aclaim 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,Section7.9. •.. ., = '? § 11.2.22 Theerne-yea~two-year period for correction of Work shall be extended with respecti to ~iortions 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. E ~ y § 11.2.2.3 Theewe-~es~-two-year period for correction of Work shall not be extended by corrective Work=performed ~ by the Design-Builder pursuant to this Section 11.2. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with cespect.Yo... other obligations the Design-Builder has under the Design-Build Documents. Establishment of the et~e-yeas two-year period for correction of Work as described in Section 11.2.2 relates only to the specific o(~ligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than _ specifically to correct the Worlc. - - .. ~ '~:. t '_ ~ Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. W~1ftNING: This AIA~ Document is protec{ad uy U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Docwnr:nt, or any ~~oiifon of if, may result in severe civil and c~~imioal penaltios, and will be prosecuted to the maximum extent passible under the law. This dreH was produced by AIA software at 09:55:48 on 11117!2015 under Order No.0239586208_1 which expires on 07!14/2016, and is not for resale, (1496534068) User Notes: PAPR - 003901 ~2 If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which- case the Contract Sum will be reduced as appropriate and equitable. Such adjusrinent shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written~eement speci ing the Work by inaction or implication. PAGE 28 § X2.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, ire non-exclusive license to use the Instruments of Service solely and exclusively for purposes of"cc maintaining, altering and adding to the Project, provided that the Owner substantially performs i including prompt payment of all sums when due, under the Design-Build Documents. The licen section permits the Owner to authorize its consultants and separate contractors to reproduce app the Instruments of Service solely and exclusively for use in performing services or construction. and ng, using, ` ,ranted under this ble portions of the Project. i° § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultai that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12 licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in Agreement is terminated for any reason et~ie~ --t~~~ a~F..'t ~o~we n..,~e~ ~~ :„'w~ ~..~~` `~.° t. this _..._,i _,, _ _ 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) provide the Architect, Consultant or Contractor with the Owncr's written agreement to indemnify and hold harmless the Architect, Consultant or Contractor Gom 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 Instrumegts of,Service. i § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the,_ Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for = any of them, from all claims and causes of action arising from or related to such uses, The ^..m ~~, *~ ''~~ ~••*~„~ c~~~:~~ "' '' 'T'~~ terms of this Section 12.3.2 shall not apply if the Owner t•ightfully terminates this Agreement for' } 1 f cause under Sections 13.1.4 or 13.2.2. ... ~ y 3 i i ~ 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. In no event shall the Design-Bui{der's compensation under this Section 13.1.6 be greater than the compensation set-forth in' `~ Section 2.1. PAGE 29 ;f`' ,; y':~ 'i § 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 foX Work executed, including reasonable overhead and ~reft~profit on that executed Work, and costs incurred by `reason_of.such.T__ *e-.,.:.,.,*:,.., ..a a^.,,..,.e^. termination. -,..~ 't s ! ~ Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WAI"~NING: This AIA~ DocumenE is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction ar distribution of this AIA`" Document, or any portion of il, 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 09:55:48 on 11/17/2015 under Order No.02395862oe 1 which expires on 07!14/2016, and is not for resale. (1496534068) User Notes: PAPR - 003902 "• '• 13 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. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Cac~Contract and are expressly included in the performance of the Worlc covered by the Desien-Builder's performance bond. 1 P 3 5". , ... § 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 y .termination. r ; § 14.1.2 T}me Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the C in accordance with the requirements of the binding dispute resolution method selected in Section ~.3, within .. ..,:,...~.~o ~..... ~....:: ».._:~...,,,..o.w..., ,n e,,.... „r~o.,~~.o a~ta„~~,.~...~...,i n~--period specified by .:tt, .~:., ee,.~:,... in ~ .~.13W. PAGE 31 .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, fox 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. ` '~ ~,. PAGE 32 § 14.3.2 The parties shall endeavor to resolve their Claims by ~ - ~ ~ The shall be pending proceedings, which stayed resolution mediation shall' proceed in advance of binding dispute mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the .,. «,..~,:.. moo,..:,.., , n.~ ~ .,,o ~...~:o...~ parties or court order.rF .._,.:._.,.:,... ~ ~„a:..,.:.....,,.,oa .. _: ,.,_.., Y. Additions and Deletions Report for AIA Document A141T~" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected fey U.S. Copyright Low and International Treaties. UnauUiorized reproduction ordistri6ution pf 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 09:55:48 on 11!17/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1496534066) User Notes: PAPR - 003903 14 ._ - ...... The Contract shall be governed by the law of the place where the Project is ~ - - ~ PAGE 33 ;, ,. ' ~ '~ 1 1 ;-: Written notice shall be deemed to have been duly served if delivered in person to the iniiividu~l, tQ a members of f~►e firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by-regisfered or certified mail or by courier service providing proof of delivery to, the last business address kn~wn to the party giving notice. Written notice may also be established by acknowledgements and responses exchan ged via electronic communications such as electronic mail or anv internal messaging functionality of BIM and/or project management software.used by the parties for the nroiect. ;`•, ;yw District. To that end, the Architect shall be responsible for ensuring compliance by the A'rchitect..and ..any.._ following: employees agents or representatives of the Architect, including all Desien Consultants, to the ....:._ _ .. _._ i 4 Additions and Deletions Report for AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ali rights reserved. WARNING: 'this AI~~'~ Document Is protected by U.S. Cgpyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIAm Documont, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to tiie maximum extent possi6~e under the law. This draft was produced by AIA software at 09:55;48 on 11!1712015 under Order No.0239586208_i which expires on 07/14/2016, and Is not for resale. (1496534068) User Notes: PAPR - 003904 15 A,_ No drugs, alcohol, knives, firearms or other weapons on District aroperty, whether or not there is an existine occupied building 13, Nn fraternizin~z with, threats to, ~r use ~f abusive oi• nrof~ne I~n~a~e in the presence of students, parents, visitors, or Dish'ict representatives, agents. or employ C. No improper attire, actions or gestures while on any District property, - ....., ; ,,.,,,., ..o,.,,o~. materials other than the identification of the District without the District's approval of the written copy prior to submission printin¢ and distribution. This condition shall survive termination or completion of this Agreement. ,, ., Drue-Free Workalace a ... shall conform to Title 44 Chapter 107, $ 44-147-10 through ~ 44-107-90 of the South Carolina Code of Laws as may be amended. Rieht Audit Project ... ~~ ~~. The T)ittrict shall have the riEht to audit the books and records of the Architect to the extent tlist the books and . Architect's direction. The Office of General Services of the State of South Carolina, or anv auditor under contract with the District has Department of Labor. Federal Hi~hwav Administration, Manual on Uniform Traffic Control Devices for _Streets Additions and Deletions Report for AIA Document A147 T'" — 2014. Copyright ~ 2004 and 2014 by The American InsliWte of Arohitects. All rights reserved. WARNING: This AIAa~ Document is protected Icy U,S. Copyrl~ht Law and IntornTtional TreatiCs. Unauthorized reproduction or distribution of {his AIA`d Uncument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to tho maximum oxtent possible under thQ law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No,02395882os 1 which expires on 07/14/2018, and Is not for resale. (1498534068) User Notes: PAPR - 003905 16 and I-L~;hways (Washington, DC: GPO) as may be amended to facilitate traffic conteol on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to anv extent by work in progress, workers ectuipped with flags shall direct vehicle and pedestrian traffic. T'he workers so desienated shall not be assi ied anv other duties while engaged in directing traffic. subcontract, that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: 'The "South Carolina Illegal Immigration and Reform Act'•' requires all employers to verify the legal status of new employees and prohibits em~lovment of any worker who is not legally in this country and` ` ' ~ ~ " authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verifypro~ram and verify the status of new employees within three business days using E-Verify, Failure to use E-Verify to verify new hires will result in arobation for the employer or suspension/revocation of the emnlover's business licenses. t ~ 3 F sub-subcontractor• or (b) the compliance with this that chapter by the contractor and any subcontractor or sub=subcontractor. ,:i PAGE 36 .~ ~.,w~o v«,,:o,.s.. •o,....,,..te*oa ~tA1TM ~ntn ~..~.•w'* ~ c,...~..: nrn P z-rx-cva-Ta~az.rmsv vuocaix aox z z Jcoco~ ix ooxn.p~c...., rn~rr-nvomnoir Design-Builder's Proposal as accepted by the Owne John K: Gardner, .ChiefEinancial Officer Additions and Deletions Report for AIA Document A141T'^ — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. Afl rights reserved. WARNING: This AIAQ/ Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution pf this AIA" 17 Document, or any ~~ortion of it, may result in severe civil and criminal penalties, anti wilt be prosecufecl to the maximum extent possible under the law. This draft was produced by AIA software at 09:55:48 on 11/17/2015 under Order No.0239586208_1 which expires on 07/14/2018, and (s not for resale. (1496534068) User Notes: PAPR - 003906 Sheri L. Wainscott From: Sent: To: Cc: Subject: Attachments: Keith R. Poweil Tuesday, November 17, 2015 9:59 AM Robbie Ferris (RFerris@sfla.biz) William F. Halligan RE: Hcs 673449 EX A.docx Follow Up Flag: flag Status: Follow up Flagged Categories: Red Category Ex A attached. Not confirmed by owner yet. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorneyclient privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. -----Original Message----From: Keith R. Powell Sent: Tuesday, November 17, 2015 9:59 AM To: Robbie Ferris (RFerris(a~sfla.biz) Cc: William F. Halligan Subject: RE: Hcs 141 checked draft attached. Not confirmed by owner yet. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorneyclient privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. -----Original Message----From: Keith R. Powell Sent: Tuesday, November 17, 2015 9:48 AM To: Robbie Ferris (RFerris(a~sfla.biz); Mark Wolfe; Ara Heinz (AHeinz(a~horrycountVschools.net); John Gardner; Kenneth Generette; rmaxev@horrycountyschools.net Cc: William F. Halligan Subject: RE: Hcs Robbie & HCS folks: 1 PAPR - 003907 Ex B updated draft attached for review &comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorneyclient privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. if you receive this message in error, please notify us by telephone as listed above immediately. > On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: > Keith > Can you send the latest version of the contract for review Robbie > Sent from my iPhone z PAPR - 003908 ', ~ :. ~~ ; .' ; ~'`„~,: ' i AIA Document A141T" - 2 014 Exhibit A Design-Build Amendment This Amendment is incorporated into the accompanying A[A Document A141Th+-2014, Standard Form of Agreement Behveen Owner and Design-Builder dated the a » day of i5 >i in the year « » (the "AgreemenP'~ ~~11 NCO/YtS, indicate duy, rnon~h andpeur.J ! ~ADDITION9 AND DELETIONS: TThe author of this document ~ha~ added information needed Eor ita completion. i~xe author may also have fOrthe folloWing PROJECT: ~NGUtL'[777G~IDCGl70p 01'GC~CII'6d'S~ New Carolina Forest Middle'School perOwner's12equesffor Proposals No. 1415-91and. ; the Design-Builder's n~o~sal to Lhe OHmer i~ursuanl to Owner's Solicitation No: 1415 91 — __ s ' 1 t revised the text of the n or 'ginal AIA eCandard form. ~An~Addttion~ and Deletions ixe~orc that noies aaaea iinEozmatio~E as Iwell ae Sre~ieions t' i the standard o ~foYm text io available from ithe author and should be ~ reviewed. _ -" - F This document has imgorGan legal consequences, THE OWNER; (Nu~ne, legal.r~nius and uddrr~srJ Horry County Schools, South Carolina, a political subdivision of the State of South ~ Clioli178. ; 335 POUF Mtle Rd. Conway; SC29528 THE DESIG N-BUILDER: ~Nume, leguf a•/slur and uddre,rsJ FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St,, Suite 225 Ralei~+h, NC27601' The Owner and Design-Builder hereby amend the Agreement as follows. Consultation. wiEh an , alto=ney ie encouraged with respect to ats completion ;or modification: (t Consultation wiCh 3n attorney. ie also e~lcouraged with respecE to.,. professional licexiaing, s =equiremenes in the t jurisdiction where the Project is'located. /, { ;rl i + i ~ ~ 1 ~ 4 { ' —' _. . TABLE OF ARTICLES _ ..,-- A.1 CONTRACT SUM A,2 CONTRACT TIME '' A.3 INFORMATION UPON WHICH AMENDMENT IS BASED f A.4 DESIGN•BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS ~ _ _. A.5 COST OF THE WORK ARTICLEA~1 CONTRACT SUM A.1.1 The Owner shall PaY the Design Builder the Contract Sum in current funds for the Design-Builder's performance of the Contract after the execution of this Amendment. The Contract Sum shall be one of the following and shall not include compensation the Owner paid the Design-Builder for Work performed prior to execution of this Amendment: •. ( i_ 1 _, . _! ~ ffi.BCTRONIC COPYING of any portion o~ this AIA nocument to anoeher electronic file ie prohibited and constitutes a oioiaeton of copyright iawa ae see force in the footer oe rnis document. AIA poeumaut A1~1^ - 1011 ExhlClt T, Copyright ~ 100 and 8014 by The AmezSCan SnatltuGe of ArchitGCt6. A]l e19nCY re rved. WARNINO~ This ATA tic~epnt is p~otactp~ Ly 0.8. Gu(ycighe L~~w nnA SnGntnetSonal Sreutle6. VnuuChurixsA reP~'~uctlun or ESBtrlb~tlnn of Chia aIA a clvll nnQ crininpl penaltine, ncA wlll b^ proxxcutxd Co tl~n mnxfoni~~ xztent P~+eifile tbnumtnG, ~z i~ly puttlnn n[ x[, vwy rnuult tp ce ~pA~[ [hG 1eN, T~fe d~a E! Nas piotluced by AL1 BOEtvai! 4t lt:]1 ~q6 On I]/OZ/R014 L11dlL ~Ld¢I N0.0551fi4RD6fi l which GXpi[ee on 06/23/3015 dTd 10 mC foY [esa10. (1JB152]~06~ UB6! Notaet 1 PAPR - 003909 (Chet% the appropriate box.) [ q;X k ]Stipulated Sutn, in accordance with Section A.1.2 below § A.1.2 Stipulated Sum § A.1.2.1 The Stipulated Sum shall be,i f percent (: percent (i<3_.5> %); Subtract the aggregate of previous payments made by the Owner; and Subtract amounts, if any, the Owner has withheld or nullified, as provided iq Section 9.5 of the Agreement. § A.1.5.2.3 The progress payment amount determined in accordance with Section A.l.5.2.2 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase `the total payments to the full amount of the Contract Sum, less such amounts as the Owner shall determi~ie for incomplete Work, retainage applicable to such work and unsettled claims; and (SecliaT 9.8.6 of the Agr•eeine~vt discusses release of applicable relainage uppn Substantial Canpletion of Work.) .2 Add, if final completion of the Work is thereafter materially delayed through`nofault of the DesignBuilder, any additional amounts payable in accordance with Section 9.10.3 of the Agreem8nt. '- --_ i § A.1.5.5 Final Payment ~ ' i § A.1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days a8er the Design-Builder has fully performed the GontracYand ttie '-' requirements of Section 9.10 of the Agreement have been satisfied, except for the Design-Builder's.responsibility to. .. .. . ,___~ correct non-conforming Work discovered after final payment or to satisfy other requirements which extend beyond final payment. ' ARTICLE A.2 CONTRACT TIME .. § A.2.1 Contract Time, as defined in the Agreement at Section ].4.13, is the period of time, including aut~iorized ~ adjustments, for Substantial Completion of the Work. ~ f ~ ,~A.2.2The Desi~n_Builder shall achieve Substantial Completion of the Work as follows: ______________________________:...= Formatted: Not Highlight (Insert number of calendar da~~s. Alfernatinely, a calendar date map be used when coordlnaled tivith the date of . 's• corn~nenceittenl. /f appropriate, insert requirementsforeerlier Substantial Completion of certain pa•~ions of the N~orlc.J « Pive Hundred Sixty-Six (566) calendar days from the issuance of a Notice to Proceed, » __ , _`_ _.__..-•t Formatted: Hlghllght f l~ '.- ,, subject to adjustments of the Contract Time as provided in the Design-Build Documents. ~~ ~ (lnserl provisions, ifa~vy, fa' liquidated damages relating to failure 10 achieve S:rbstanttal Co»~pletlon onEtli»e oi•for bonxs payrnenlsfor early eornpletion of fhe N~ork.) ~ y ! i_ ttLiqudated damages per A141-2014. » '~ ~ ' ' ': `-; _ _ _. _ -~ -~ • - - - --ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT ISBASED § A,3,1 The Contract Sum and Contract Time set forth in this Amendment are based on the Owner's Design Requirements (including addenda to the RFP) and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91.: r:, ~ j § A.3.1.5 Allowances and Contingencies: ~. (Ident~ any agreed upon allowances and contingencies, including a slaterrtent of their bas~s.J ~ € s '• ~-_-_r-. --- Formatted: HIghllght ~1 Allowances -----•---- ----------------------------------------------~---': __ --•--.--:-_ _---1 kOwner Furniture Allowance_ __ $ 1.500.000 ____ _ _______ _________ ___ __ ________ ___ _____.:.-• Formatted: Hlghlfght - rsr noeunent n1f1" - 101 szhibit r, copyrigh[ ° soos and 2014 by The American TnatiCute of nrchStecCe. A31 righte raYasved. HAPNINO: ThLa TIC' oocummt Se protetCed by V,6. CODYriBhE Wv antl InCernational 2reacies, omutM1oiSzed sepraAuction ox dletrlbvtion of thlB AU DOCwnen[, o nny ygitlon of St. nay r salt in eevere civil and c:iminel yenalElae, and rill be proaec~ted to the mazfnum extent Poae7ble under Chn law. Thie dra4t wag p[otluced by AIA eoEtware at la ~R]~46 on 13/02/7014 uMeY older No.0551643066_1 dhlch explxee on 06/R]/3015~ and ie noC for resale. 1138152'/9061 Oeer Notees PAPR - 003911 ~ Owner Hardware Allowance $ 350,000 Owner Controls Allowance $ 650.000 Owner Fire Alarm Allowance $ 750.000 Owner Special Inspections Ail $ 150.000 Owner Conunissionin¢ Allowance $125,000 Owner Teclmoloev Allowance $ 1 .865.000 Owner Landscaping Allowance $200.000 ~ ? jNOTE• THESE NEED TO BE CHECKED /CORRELATED WITH HCS ALLOWANCESI s ,2 Contingencies 3 --- Formatted: Highlight ~' Formatted: Highlight § A.3.1.6 Design-Builder's asswnptions and clarifications: «As slated in Design-Builder's Pionosal acceufcd by the Owner. ,» .'' ARTICLE A.4 DESIGN•BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS A,4,1 The Dest n Builder s ke ersonnel are identified below (Identify name, title and conlac! informa[ion.) ~~ d ~ ~ ,` , , . ~y' ~ i j ~ +. y _ _ - Formatted: Not Highlight Carolina forest Middle School: Superintendent: Mark Branch Project Manager. Charlie Rollins Assistant Suaerintendent: Gary Piakin ; ,~ A.4.2 The Desi&n-Builder shall retain the following Consultants, Contractors_and suppliers,_identifiea below:_, _ j________•- Formatted: Not Hlghllght (List name, discipline, address a~Td other informallon.J } Sil.;+aArchifecls Architect; Raleigh NC Metcon/7'A Lovingj_oint'veniure• General Contractor, Pembroke NC ARTICLE A.5 COST OF THE WORK §A.5,4 Other Agreements § A.5,4.2 Agreements between the Design-$uildar and Contractors shall conform to the applica~ e payment 'S~ ,_ j ~ •~ provisions of the Design-Build Documents. r § A.5.4.3 The agreements between the Design-Builder and Architect end other Consukants i~deritified in the ~~ Agreement shall be in writing. These agreements shall be promptly provided to the Owner µpop the Owner's written , ~,.,.. .:,_,. ~ •._ .:.-:request. -- § A.5,5 Accounting Records The Design-Builder shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under the Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to; and sha11 be permitted'to audit and copy, the Design-Builder's records and accounts, including complete;docuinentation supporting accounting entries, books, wrrespondence, instructions, drawings, receipts, subcontracts, Contractor's proposals, purchase orders, vouchers, memoranda and other data relating to the Contract. The Design-Builder shall preserve these records for 8 period of three years after final payment, or for such longer perk od ~s may be required by law. --... _.. - ? d TIA DOCt101Yt A1~1" - I01~ H%1~1b1t A. COpY[iJhC ~ 2009 C~{1 2014 by The American Inetituca of 1lichiteCte. .~11 rSgLtb Ll90tVOtl. HAWiZNG: 'IC10 hIA oocumoM is 4rotectetl by 0.6. Copyright Gar and InGeraation>1 Treatrea. VnautAosizeC reOroQUCCIon or 9latriDution of k1~SB Atr e C1v11 anA criminal geneltlea, and x111 be Droeecvted to Che maximum axkenC poaBible DocumenC, o eny portion of it, may ra9u1[ in a under tl~e laH. Thle draft N88 p[adUCEtl by AIA eOEtwAxe at U~33i46 011 12/03/2014 uhdac O[tlei No.055169z066_1 vhSCh e~[p1iEe on 06/2]/2015, and 18 not foi t2eale, (1]816]'/406I OBCS NoGee~ 4 PAPR - 003912 § A.5.6 Relationship of the Parties The Design-Builder accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to exercise the Design-Builder's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. This Amendment to the Agreement entered into as of the day and year first written above, OWNER (Srgnaiure) DESIGN-BUILDER (Signature) «John Gardner, Chief Financial Officer (Printed name and tide) jZobert Ferris, Authorized Memberu »u (Printed r7ame and lille) t t } 4 . -~ . i '~ 4 ' ': t r,, TIA Uoewnaot A111" - 1011 Bxhlyit A. Capytigl~t a 3004 antl 2014 by The AmeilcAn Institute oC Acehiteete. All r1gLG9 re red. HARNIN6: ThiB tspraduetion or Eltltrlbu[ion o[ Cb1e ASA AIA` bocument is protected by O.A. Copyzight Wv and Znterna Gional eivll and Criminal Denaltles, and will be Dzoeacuted Co the mexlmum Doeumene, o any Donlon of it, may r Ault Sae ~ndar the vros p[otluc¢d by PIA eOfCwaF¢ et 19122:46 on 12/02/P014 ~ndec O[dei No.0551692066_1 which explrea on 06/21/]015, BnO 18 nDt foY !seals, (138152 406) Veer Nolesi xz«reiea, v~a~eno~i:ea s=tie roaaie~a 5 iaa. Arnie e=ase PAPR - 003913 Sheri L. Wainscott from: Sent: To: Cc: Subject: Attachments: Robbie Ferris Tuesday, November 17, 2015 1222 PM Keith R. Powell Clark, Brad (Brad.Clark@BBandT.com) FW: HCS ~ Exhibit B EX B v2 -Working Draft - (1).BBT Comments.docx Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Keith, Apparently our insurance company sent me an email about this a few days ago thatInever sent you. Sorry! r Feel free to call Brad directly to discuss his concerns. Robbie Robbie/Mike, After reviewing this updated draft, I still see the same potential problem areas as previously outlined. There are some significant gaps in the protection of First Floor and subcontractors with the language used for Builder's Risl< coverage, specifically: • • • • Design-Builder and subcontractors of all tiers should have insured status on the Builder's Risl< policy in order to ensure your interests are protected. HCS should agree to waive subrogation against First Floor and subcontractors of all tiers for losses covered by the [3uilder's Risk policy. This waiver will prevent HCS' insurer from seeking subrogation against First Floor's or a subcontractor's GL coverage if a contractor caused damage to the project. The contract states that HCS has the responsibility to pay losses not covered by deductibles, but the contract does not state anything regarding excluded perils, inadequate limits, or property not covered. These can all be significant exposures. Other areas as outlined in the attached "Builder's Rislc Considerations" Additional Insured status is still referenced for Pollution Liability coverage even though that coverage is not required by HCS. I recommend striking this language since First Floor is not required to carry Pollution Liability by HCS. As discussed previously, BB&T still recommends that you purchase Pollution Liability coverage to protect First Floor. Thanks, Brad Clark, CIC Vice President BB&T Insurance Services 4309 Emperor Blvd., Suite 300 Durham, NC 27703 919.281.4545 Direct 678.612.7403 Cell PAPR - 003914 brad.clarkCc~bbandt.com mailcode: 120-SO-01-15 From: Peeples, Kenneth Sent: November 17, 2015 10:30 AM To: Blanchard, Kathy; Clark, Brad Subject: Fwd: Hcs Ken Peeples 919-281-4510 office 919-215-9779 cell Via iPhone Begin forwarded message: From: Robbie Ferris Date: November 17, 2015 at 9:55:52 AM SST To: Nancy Zablud , "Keruzeth J. Peeples", Aaron Thomas , Mike Richter Subject: I+~vd: Hcs Guys, See attached exhibit B in the email from Keith Powell. Robbie Sent from my iPhone Begin forwarded message; From: "Keith R. Powell" Date: November 17, 2015 at 9:47:32 AM EST To: "Robbie Ferris (RFerris(c~,sfla.biz)" , Mark Wolfe , "Ara Heinz (AHeinz ct,horrycountvschools.net)" , John Gardner , Kenneth Generette Q~Generette~horrvcountyschools.net>, "rmaxe cr,horrvcountvschools.net" Cc: "William F. Halligan" Subject: RE: Hcs Robbie & HCS folks: Ex B updated draft attached for review &comment. Waiting nn TICS comments on 141 and Ex A. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina PAPR - 003915 www.childs-halli an.com (803)254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM, Robbie Ferris wrote: Keith Can you send the latest version of the contract for review Robbie Sent from my iPhone TFrc~ inti~r~nti~~iar~ i» /Iif,s~ tr~r.msn~is,57011 1771"!;V co»ic~ifz ~n•r.~~~t•ie~c~r;v iry~d irrn~~-~u~b7.ic r.'trjnrm~Nio7~ o/~1~I;c~.:1~ o~• i!s cyf)ilirrrc~,s crt7u'rr~c~~~ be .ti~rrl~jc~c'/ lU (JI'O/.N.CTd017 1!f'l.LIC'r the Ccil•r. 1hr' rrtes,~~a~,rG ,t~ irl~erzdc~r.l,fi~r ~I~e .~~ole ~.r,sc o~'tJrE: i1~c~i~~i~l~,i~r1 ur crt~t~~~'t1- to ~~~ltic/r iI is uc~'c!i•e,s.s~c~cl .~f:~-vta crr<~ ~~rot 11t~~ i»tcr~de.~c1 ~•e~ca~~ic::~•~t, ~-ou urc~ I~U11f1E'C'I l'j1.lTt [/!21' a~.sc~, G~/'~'fi'/~>"1lflt)il t~Y C!)f7V177~:; Uf lj1f:' /PdL',S:SCI~;C' /.S ,5'l1''IC/.~)- x'71'0 {'N~71(C?4'~ 1~,i'~)Tl i'L'CC'!1'c'!G)' P~IiS N'1P~1',S't'l`~6' 177 B/7"L)Y, (.)~PLI,C(' LjP~f'tE' d~lf' 771U~E'.17(.'/l ~1'OlN b'OlIP S~7%.SIGI'Yl 14'l~G/O11j 7"BQ!•~71't~'' ~~7C'. COY!I('1'N L'!72(I !10/I~l/ ~~!£? ,5'G'1?(~E`•'!' d777h9L'(Iil~l~E'.ZV OJT /~7f? 1i7G1("~VC~7"/(Z79~ fl'rli)S17i1,S.S't Ol'7. PAPR - 003916 AIA Document A141T" - 2 014 Exhibit B Insurance and Bonds (or the following PROJECT: (Nome and loeuiian a• addrees) t --- ADDI7~YONS AND DELETIONS: TF1e > auG~hoY of this document hae ~ NCW C2i0~1110 FOfeSI MI(~d~C SCh00~« - (per Owner's ;Request for Proposals No. 1415-91 and llesign-Builder's Proposal in .': CC5~01758.t0 ihC SO~iGllilhOtt.~ -- ~ - THE OWNER: ~GI)ie, lCg4I Sl[7/tIS (ltlCl GCI[I!&SS~ lThis aoeumenc t,ae imPoreane Hoer y Count y ~Schools, South Carolina, a Epolitical subdivision of the State of South Caio~lilfl.. -.i35 ~'OLLl M1~C R(]. ~CotIWAY,SC ZI528 - ~ ~ THE DESIGN•BUILDER: (Nurne, legul.Nulus• and aJdress) FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayegeville SL, Suite 225. Raleigh, NC 27601 ad ed information needed Eor sit completion. The author may silo have nevi eed the ;te~t of the original AIA }st~ndazd fo[m. An Additions anc~ Deletiohs Report that ~notea added. information as ~wel ae reva.sione to the iotandard fo}in ~ext is available -from he autharand ahould be reviewed. 1ega1 consequences. .j Consultation with.~an attorney ie encouragedwith respect to its completion or fmodification:~ i ~ ~ ,, ; ~ _.. THE AGREEMENT This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the «nineteenth'» day of «Novemberit in the year two thousandfifteen (2015) . (ln ~~nrdr, mdreule day, mon7h and yeur.J j~ ~' ( i ! ~ i ~1 ~` ~ ~ ` ~~ F __ , _.,.... ~ r TABLE OF ARTICLES ,_ .., 8.1 GENERAL B.2 pESIGN BUILDER'S INSURANCE AND BONDS 6.3 OWNER'S INSURANCE -;` (i j~ ~ ~ ~ ! j..__, _ _ B.4 SPECIAL TERMS AND CONDITIONS ARTICLE B.1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the A~'regiment into which this Exhibit is incorporated, the Provision in this Exhibit will p~CVBiI. ~ \ ~ l ~ ~ _ __.. . 1 _ SGSCTRONIC COPYINU oe any Portiott o£ this AIA' oocumenc to another electronic foie t9 prohibited and constitutes a violation of copyright laws as set forth in the footer of this document, AIA Oocwent rl~l^ - 7014 HxLibit B. Copyright ° 200 and ]Old by The Am¢rican Institute of Atch1CleCa. All xlphta xe~nivad. WARNItttI~ Thin AIA Mcumank fe D~~[) per claim and ($ i<2,000,000 »') in the aggregate. F f § B,2.1.8 Tlie Design-Builder shall provide written notification to the Owner of the cancella{ion.oi~expifation of any ,.. insurance required by this Article B.2. T'he Design-Builder shall provide such written noticg w thin five (5) business days ofthe date the Design-Builder is first aware ofthe cancellation or expiration, or is first aware that the cancellation ~ ~ j or expiration is threatened or otherwise may occur, whichever conies first. § B.2.1,9 Additional Insured Obtlgatlons, The Owner and its consultants and contractors shah be'additional ~nsui~eds on_ ___ ___. the Design-Builder's primary and excess insurance policies for Commercial General Liability, Automobile Liability ~ eNA-Re{I~He+i-l:irrl~~l+4y. The additional insured coverage shall be primary and non-contributory to anyofthe Owner's - insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to tha additional insureds shall be the same amount applicable to the named insured or, if ' ., the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § B.2.1.10 Certlflcates of Insurance, The Design-Builder shall provide certificates of insurance ae~eptable to the Owner evidencing compliance with the requirements in this Article B.2: (1) prior to commence(~ant of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B:2.1: The certificates will show the Owner and its consultants and contractors as additional insureds on-the Design-Builder's primary and excess insurance policies for Commercial General Liability, Automobile Liability,-fl+ad-1krN+ft~on ~~ ?~ ! t AIA Uocumant T1~1^ - 2011 6xLibit H. Copyright ~ ]Oo9 enA 9D11 by The Amer cad Ine[itute of AichitfcCa. A31 liphie ia9e[VeA. HARNLHa~ Thte AIA Document to protected by O.G. Copyright Lav an6 International Trea[LBo, anauChoYize6 raprodmeion oz dietributiOn of tbie AIA Uocwaeet~ or any portion of !t, may rc0ult Sn aevera civil and criminal peoaltlea, and rill be prooecvtad to tba max/mwo eaten! poouiblb under tfie lev. Thie A[dit Nae p~otluc~d by AIA eof[Na[e at L~:06~17 OA 11/16/2035 under Oitlez No.02395l6309_1 which explcea an 07/19/3016, e~tl ie not for ieeal8. 112B31'l1226) Oaer Notee~ Z PAPR - 003918 L-i~kii~i~. Information concerning reduction ofcoverage on account of revised limits, claims paid under the General Aggregate or both, shall ba furnished by the Resign-Builder with reasonable promptness. § 6.2.2 Performance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows: (Specify type and penal smn of bonds) Type A312 Performalice Bond and A312 Payment Bond. The . perfonn~nce bond, may, but is not required to,secure the professional liability of design E>rofessiouals to the extent such liability is covered 6y the design profcssionaPs professional liability insurance. Penal Sum ($0.00) 100%0 of contract value. § 8.2.2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds_or~shall permit a copy to be made. r ARTICLE B.3 OWNER'S INSURANCE 3 § B.3.1 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability nsUrance. .. 4 § B.3.2 Property Insurance ~ § 8.3.2,1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, property insurance written on South Carolina Insurance Reserve Form PD-23. The Builder's Risk polie~shnll include the Design-f3uild~.r and subcontractors of all tiers as Named Insured and include cox~ar~Sue fir +.. delay in completion. construction forms and srAffolding. ~xpeditino expenses. and testing Unlesst6e parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B3.2 with another property insurance policy written for the total value o£the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section ~ 1.2.2 of the, s Agreement. t § B.3.2.1,2 FI~t13ePor the insurance required under Section B3.2.1-regt~ifes-c#r Date: November 17, 2015 at 9:55:52 AM EST To: Nancy Zablud , "Kenneth J. Peeples" , Aaron Thomas , Mike Richter Subject: F`wd: Hcs Guys, See attached exhibit B in the email from Keith Powell. Robbie Sent from my iPhone z PAPR - 003922 j Begin forwarded message: From: "Keith R. Powell" Date: November 17, 2015 at 9:47:32 AM EST To: "Robbie Ferris (RPerris(a),sfla.biz)" , Mark Wolfe , "Ara Heinz (AHeinz(c7horrvcountvschools.net)" , Jolui Gardner , Kenneth Generette , "nnaxey(a,horrycouniyschools.net" Cc: "William F. Halligan" Subject: RE: Hcs Robbie & HCS folks: Ex B updated draft attached for review &comment. Waiting on HCS comments on 141 and Ex A. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halli gan, com (803) 254-4035 NOTICE: This e-mail may contain information that is pexsonal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. On Nov 17, 2015, at 7:43 AM, Robbie Ferris ital,~~tr,~'c~cl rec•ipie~t, ~:v1~ irr~cr rtnYifiec:l /Itch trr~~} vise, (~I~Y~77~71d/TOI7 01' (;lI~YV119€! Of /~/C? 19d6'~S'S("I tiL' !.5' .S/17C'r~l•' ~77'UI1lI)i/l'!~ I,)'011 7'E'C;611'C'(.~ /11,5' /Nt'•~1'~SC/~;F: 7l7 C'7'P'Of', rJ~(~l/b'G C~G'~B((.' /tic' 1)7d7tNl"lli~ fl'O/?2 )'OtU" ,tib'~SIE'/tl l~P%f~lOd11 /'~(7[~111lY /~?(' CC)/1lE'F?~ Gl'!C~ 17011~y` (~?C' ,S'L'YIGT('i' lt12t71(.'i~l("IfC'~)' Uf lh.G' 1UUl.~l-E:1'1C'I7.1 ll"Ctl l,5'7711,~`31017, PAPR - 003923 .~ AIA~ Document A141~'" - 2 014 Exhibit B Insurance and Bonds ~ ---~ for the following PROJECT: (Name and laculion yr address) ,ADDITIONS AND DfiLHT2~ON8i The - >- - ~ -- - - - -~ ~ - --- -- N(:W C8(Olttt3 T'0(05l MiddlO Sch00~(( - ' (der Owner's Rcyuest for Proposals No.1415-91 and Design-Builder's Proposal irr iC5~OI15C tO f~1C SO~ICIfUl1017:~. . - .~ ~ ~ ~ ~ - ~ ~' ~ iauGhor of tfiis document has 'added information needed for ;it~ completion. The author may also have revised the ~te~t of the original AIA ;standard fozm. An Additions ~anc~ Deletto~s Report thaC noCes added?infonnation as (well as revisions to the standard foim ~~e is THE OWNER: (Nume, le~;ol.s~rrlua cmdaddresr~ ~ availahle~E~om the:author,anQ ~ahould be reviewed. ~ Tnis aocument nee important HorrY Coun ~'~Schools, South Carolina, a P.olitical subdivision of the Sate of South , C8CO~Id$. ~ 335 Foul Mile Rd. COI1Way,SC 29528 i ? legal conaequence9. •"y Consultation with:an .: attorney is,.encouraged .wiEh respect to its completion or modification':`~ ~ - h THE DESIGN-BUILDER: (Nance, legnl s~u~trs and address) ~ j 1 I.. ,. . FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St ,Suite 225 Raleigli,NC 27601 THE AGREEMENT This Insurance Exhibit is part of the accompanying agreement for the Project between the Owner and the Design-Builder (hereinafter, the Agreement), dated the « nmeteenih=» day of c< November > m the year two thousand'fifteen (2015) . (In words, indicate day, month and year.) j i j ,.~ j ~' ~ •.,~, ^;i'f,f~+`. 6 f ~ ~ + ~ .-;.,.: -. ~ •a S _ _ " , TABLE OF ARTICLES B.1 GENERAL 8.2 DESIGN BUILDER'S INSURANCE AND BONDS B.3 OWNER'S INSURANCE B.4 SPECIAL TERMS AND CONDITIONS ~, /~ _,.., 1 ~ ? _ ,. _, _ l _„ _._ _ } 8.1 GENERAL PRTICLE ---•------------------------^• Formatted: Highlight ---------------------------------------------------------_.._.....-----•--•-----------------------~g~TRONIC COPYING of any The Owner and Design-Builder shall purchase and maintain insurance and provide bonds asset forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the ABreement into which this Exhibit is incorPorated, the Provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § B.2.1. ARTICLE 8.2 Portion of this AIA~ Document to another electronic file is prohibited and constitutes a violation of copyright laws as set torah to the Footer of this document. DESIGN BUILDER'S INSURANCE AND BONDS AI.~ Doaumeet T1~1^ - ]O1~ Exhibit H. COyyiSght ° ]006 and 9014 by The American inetltuta of ArchitecYe. All sSBht~ ~aeeived. XARNINO~ Tbie All Document fa protecte0 by U.9. Capytlgn! Lew and Intprnak1a1u1 Txeatiea. Vnauthoclsed [aTrotl~c[lon oe df etelbutlon oP ehls AIA DocUmene, ox uny ~wzElon of it, mny r nit In cev[a clvll and criminel pennitlen, and will be pcunucutn•1 [o e1~e ninxlmwn xztent pobc lLle nAer Che lnw. This draft vTe proBuced Ly AIA soEtvaze aC 14:O6:il o~ 11/16/ 015 u~ldet Ortler No.O])958630~_1 xhich exptrea on 07/ld/]016, and is not for [e8ale. (1R631]E336) Oeex Notea~ 1 PAPR - 003924 § 8.2.1`The Design-Buildccshall ~~urchase and`maintainthe fnllowingtypes and limits of insurance fran a company' or companies lawfully authorized to dobusiuess in thcjurisdiction where the Project is located. The Design-Builder shall maintain the required insurance until the expiration of the period for wn ectim~ of Work as set forth in Sectign 11.22.1 of tl~e Agreement. § B,2.1.1 Commercial General Liability with policy limits of not less than ;) for each occurrence and « five million » ($ «S~OOO,OOO.00 ~i) in the aggregate providing coverage for claims including da~nagcs because of bodily iiyury, sickness or disease, including occupational sickness or disease, and .1 death of any person; .2 personal injury; i .3 damages because of injury to or destruction of tangible property, and must contain the subcontractor - _ ~, exception to. the "your work" exclusion; .4 bodily injury or property damage arising out of completed operations; and .5 contractual liability applicable to the Design-Builder's obligations under Sectiorj 3.1.14 of the Agreement. ~ § B.2.12 Automobile Liability covering vehicles owned by the Design-Builder and non-ovhied vehicles used ;by the Design-Builder with policy limits of not less than «one million » ($ i<1,000,000 ». )per claim and icone million », ($ i~$1,000,000.00 ii) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.12, along with any`oth@r j [ statutorily required automobile coverage. § 6.2,1.3 The Design-Builder may achieve the required limits and coverage for Commercial.General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections B.2.I. I and B.2.1.2. § 8.2.1.4 Workers' Compensation at statutory limits. § 8,2.1.5 Employers' Liability with policy limits as provided below: ~ Z<$IOO,000peraccident.» _ j 1 ~ _ - , § 8.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional.., '"` services, with policy limits of not less than i', in the year two thous:~nd fifleen (2015). 1 ~ (In words, indlcnle day, month and yem•.J BETWEEN the Owner: (Name, legul.clnlur, address and other injorraalionJ ADDITIONS AND DBLHTZONS f 1'I~e #auehor of this document has ~ IlorrY CountY Schools; South Carolina, a Political subdivision of tl~e State o1' South CaYOlina. - - text of the original AIA standard foYm:i An Additions 335 Four Mile Rd ( PO Dox 260005 Con Way; SC.2952R 'anc~ naletions Report that DiSttict Offtec P11one 843:488.6700 r inot~ea added+ in~ozmaClon as ;well ae rev si¢na to the stanaara eo~ text is and the Design-Builder. ~am6, /egu/ Slalp.~', addre.rti• and other inJo~~nu~ion) +available £rom the_autkor.and ~ +should be reviewed. Thie document has important FIRSTFLOOR ~NGRGY POSITIVE LLC, 333 PayelteVille St., Suite 225 R3~Cig~1, N(' 27601 .. ;aa~ea information neeaea for ;its completion. The author may also have revised tha -. . legal consequences, ~~{ consultation with. an _ l -. _.- for the following Project: (Name, loca~ron and derailed descr•Ip~ionf -.- -.. New Carolina Fo[est Middle School(( (per Owner's Reyue:st for ProposalsNo: 1415-y1) _, ~ - j attorney is_,_encouraged with respect:to its completion or ~godi£icat ion:` jConaultation wt~n an attorney"i~s-als encouraged with respect to"pro essional licensing re4uiramenc`s in.,,. the jurisaiction where the project ie located. ~ ~., Note: references to Owner's Request for Proposals No. 14 ]5-91 include its addenda. The Owner and Design-Builder agree as follows. ~ k, ~ .~ ~,f~. f+ I ~ f.... _._,.. ...., _. _. ...,~z_.....,n.~...,,.~ ~ly /. ,`' t i ...:.:... .. ... _ i SLEClRONIC COPYING of any portion of this AIA Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth is the footer of this document. AI11 OoeweenG A111^ - ~01~. Copy[Spht ° ]UU9 and 2014 Dy The Amatican InetitLLte of Aichitecte. All elQhte tae zved. H~II~G~ Thta AIA ~NtuMnt le p~ocactbd by V.e. Mpy[lght' Lew and Intezpational TxeecleB. Unauthorised zeprodeatlon o[ d1e1:~1butSon uL chle AIA Document, or pny pOttion of lt, meY «dolt l~~ e w nitll and cclnLonl pnnoltlen, mJ will bn p~oeanv[eQ to tl~e masi~wn extant re9e ibis under the law. This daft wBa p[o~uttd by AIA so[Cwa[e at 13:~1:3'I on 11/16/3015 uedei O[dei No.02195B610B 1 which expires on 07/19/2016, and Sa not fo[ taeale. (1116~B~115) Ues[ Notee~ PAPR - 003928 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DE51GN•BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF 7HE DESIGN-BUILD AMENDMENT i ; - .- 6 CHANGES IN THE WORK ~ l r 7 OWNER'S RESPONSIBILITIES `"' -i 8 TIME j ,. ? 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION ~ s 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK j ~ ~ , __ •, ,...... _. _.. F t . ~. .,... .:_ ...~__,...,_„_.__. .,. __ . ., t 12 COPYRIGHTS AND LICENSES s i .- --- • ---~ ~ € ' .- 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 _~--" a ~`~-,: ,..:, ~ ~ r !.: ~ ~ ,._ ,._.. SCOPE OF THE AGREEMENT ,.: .._ TABLE OF EXHIBITS A B ~ ~"! ;~•'i DESIGN-BUILD AMENDMENT INSURANCE AND BONDS r`, ( ~i~; ~ ~ r 't ~~ ~ `,a ~ ~` ~ , { ARTICLE 1 GENERAL PROVISIONS ~ f § 1.1 Owner's Criteria ~ -- - - --- - ----'Phis Agreement is based on the Owner's Criteria set forth in this Section ].1. (Note the disposition for tl~e fol(oi>>rng items by inserlrng the requested rnfor•malion o~~ a statement such as "not applicable" or "unlo~oi~~n at lime ojexeculion. "If die Owner intends to proi~ide a set of design documents, aiad fhe.. regt~esled rnforrnalion rs con~ai~~ed in the desig~t dncumeialr, identify the design doc~nnents a»d inner! "see Owner's _ ..__ ~,.,' ' -,~.,.y; design docr~ntenJs"Inhere appropriate.) § 1.1.1 'Che Owner's program for the Project: (,Set forth the prograr~v, ide~~tify documentation rn lnhich the p~•ogr•ant is set fo~•th, o~~ slate 1/i~e n~pnner be ii~hich the progi~mn miff be dei~eloped.J ~ ~~ '~i s «Per "Design Requirements" published for Solicitation No. 1415-91and . Design-Builder's Proposal to Owner pu~suapt to Solicitation No,1415-91 selected by Uie Horry Cpunty Doard of Education on November 2, 2015;. rveQ, HAWiINC.~ This AST Doc~nianC AIA POCUNent A111~ - 2014. Copy[ighC ° 1' 001 and 2D19 by The An¢zScln InetitUta OE ACChi.[ecGe. All zlghta z Docvman<, or any portion s protnctaQ by V.~. copyright Law and Intarna[ional TrealSea. UnAUChotizeE tapsOduction or tlipttibution of ttlu AIA oC 11:, ,nay r yule its civil and erininal pnnaltiea, and will be pxoaecuteC to the maximvn extent poveiblo under thn lov. This tlraf[ was o7/14/201s~ exof ostler Nn. o2395B620B_1 Nllich re9 on antl is noL EoL t sale. sof CHa[ 13:91:37 on 11/16/2015 untleC p1'Otlucetl by AIA at (1J96]69]44) Ooez Notee~ 2 PAPR - 003929 § 1.1.2 The Owner's design requirements for tha Project and related documentation: (Identrfp below, or in an anached exhibit, the documen~allon shat contains the Owner's design regurre~nents, incJudrng any pe~foruiance specificalronsfor dae Project.) ((Per "Design Requirements" ~~ub(ished for Solicitation No. 1415-91 and Design-Builder's Proposal to OHmcr pursuant to. 'Solicitution No:1415-9 selected; by the Horry.County Aoard of Eduction on NoXember 2, 2015. 1, § 1.1.3 The Project's physical characteristics: (Iden!{fy or descr(be, If appropriate, size, laca~ton, dinaensTa~s, a~ other pertinent infa~matlon, s:~ch as geotechnrcal reports; site, boundary and topographic sun+e~~s; h•a~c and ulilirystudies; arailability ofpu6lic andpi•ii~ale utilities and services; legal description of the site; etc.J ~ - -- -~ «Per "Design 12cquiremeiits' published Por Solioitatroi~ No. 141591 and Design-Builder's Proposal to Owner pursuant to Solicitation No,1415-91 selected by the Homy County Board of Education on November 2, 2015.. § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Idertt~ the Owner's Sustainable Obfective for the Project such as Suslainability Cerlifica[io~~~ benefit to`il~e environnTent, enhancen~eni to the health and well-being of building occupants, or intprovemen~ ojener-gy ~,(pc(ency. if the Oi~mer identifies a Sustainable Objec(ive, incorporate AIA Document AI4/T"~--2014, £szhi~t C, 5usta~nub`le Projects, into this Agreement to define the leims, conditions and Work related to the Owne s ttslainable'Objecfive.J r i . j Yer "Design Requirements°published for Solicitation No. 1415=91 and Design-Builder's Proposal io Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of ~ducalion on November 2,.2015:. "; ~: 1.1.5 ~- . ~i ~ § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: prese~~~ation (Identify special characteristics ar needs of the Project not identified e(setivhere, such as historic_._ _.__ . .__...: _.. .. _. requirements.) t AIA Doewnmt rl~l^ - 3015. Capyilght p 300 and 3014 by The lwecican Institute o[ 11Ychi[ecte. All r19ht~ reserved. W11WtINCi This AIT Dxvment Sm protected by D.6. C~yrlgh! Lew and International Trantiea. unauthorized reprotlu ,': § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior tc~€the execution of the t i ? Design-Build Amendment. However, such authorization shall not waive the Owner's right ko reject the Design-Builder's Proposal. j ~ ~ S § 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; tecfiniqueS; sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build-. - _. .'s Documents give other specific instructions concerning these matters. rIA DocuwenC 11111^ - ]011. Copyright n Yo09 and 301 by The American Instl[ute of Aschiteete. All right reserved. NAPNINC~ Th3e AIa~ uxumwt lII Drotected by D.s. CODYr1B~t Lpw and Intarnalional Treatie¢, OaauChOrized reproEuet7on oc diBtYibutlon of [hio AU Docvmeot, oc any yorClOn oC 1t, may r Dolt in a veYe civil BnG Criginal panel Cieo~ 9nd will be pr0iecuteA w Che ro~LnWn extent pea olble ,tea« ens law. TMle draEC ride ~~ piOduced by AlA coEtware BC 13:93 i3'/ on 13/16/2015 user Ottles No.0P395B6208_1 which expi[ee on 0'//14/Z016~ end !e Tot foi ieeflle, (1346'184345) Oaei Notea~ PAPR - 003937 § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance oP Record Drawings: The Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked currently-to record changes and selections made during performance of the work. A copy of submittals accepted by they Dishict shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not I imitation, plumbing, electrical, mechanical, and atl systems, such as fire and security systems, incorporated into the work. The Contractor shal4 famish an_elecuonic ----. 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. "s Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and '• i completeness of such calculations and certifications. S ~ t Contractor's Quality Control Program: The Conhactor shall institute and maintain throughout the co~tract tern a quality control program, designed to ensure the work performed is in accordance with fhe Contract D'~.currents, . including any changes, at all times and in all respects. The program shall include providing daily superyisign and conducting frequent inspections by the Worksite Superintendent(s). i ___ _. _ _... .. ._._.._.... ..:_ 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Confractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation, the following' A. Title VII of the Civil Rights Act of 1964, as may be amended. ..- ., " ~ ,:• - ~ `~ 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. ' ~ ,:..._ "` .v,., .. E. Fair Labor Standards Act, as may be amended. ' ` ..,.,., "~ F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. .., The Contractor~shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is a bona fide occupaS~onal qualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportynity Employer."i. .; The ConVactor agrees to post in conspicuous places, visible to employees and applicants ~or employme t,''..' notices setting forth the provisions of this nondiscrimination clause and shall include the ~royision of this ~ ~ t /` paragraph in every subcontract or purchase agreement of more than $10,000. ~ d ~ i __ _ Employment Taxes end Benefits: Unless under order from the Internal Revenue Servi~e orSouth'Carolina state " government, the District does not withhold from the contract payments any Federal or State_income takes,-ocany-: employment-related taxes normally withheld on the Districts employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of a;1y... Conir2ctor, subcontractor or suppl ier employees. _; k `` f ~ ~ , Project Key Staff —Project Manager: The Contractor shall assign a skilled, experiancd'd, an~J dedicated Project'" , Manager to the project and identified in Exhibit A. The Project Manager shall secure the rtiaterials of proper quality ~'r ~~ j and quantity to meet the Contract Documents and manage the appropriate timing of all~ma~erials, sub-contracted work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. The Contractor sha11 not change the Project Manager or the duties and status of the Project Manager during ~, s 4 j .,.....,. ,. _ s ~. the course of the project without approval of the District. t Project Key Staff -- Worksite Superintendent(s): The Contractor shall employ at least one (1) full-time, AII~ Document A1~1~ - 101 . COpyClght a 2004 eM T014 by Th@ A0e[SCa11 IIIBCSCUte Ot AYchSCectB. All zlghta ie~ezvad. HAWIINC~ TL19 TIA~ Document is D=eCectaQ by 0. 3, Copyright Lev end Inlernetlonal Treati~¢. Oaauthorizad repxoAuetion or dlatrlbuHon of Eh1e AU Doc~moA Internntlonal Treeciee. onauthorized repzoAuetiov oc dlutributlon of thin AIA~ Document, or any portion o! ]t, may reuult ins elvil and erl.mine} panaltieo~ ~np x111 ba proaacuted to the maxSmwn 0ztent poa oiDle ondar Cha lnw. Thie dzaft was 19 psotlucetl by A7A aOftwaYe et 1]~41~17 OA 11/16/1015 under OYder No.02J9596]OB_1 phieh e~cpi[ee OA 07/14/3016, and SB TOt EO[ ieeale. (1396'/8435) IIaes Notee~ PAPR - 003946 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. § 8,2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions a) were abnormal for ~ 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 .. ._i that the loss ofwork time will adversely impact the estab)ished completion date. The Contractor ~nusf make eveiy'" _ -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 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 shatI be incorporated in the next Change Ordwt :..:~ F ,~ 8.2:4 Anticipated Weather Delays: A total of~we-two (32~ days per calendar month (non_cumulative) shall_be _.,~..- Formatted: Hlghlfght 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 days, excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days.. are severe enough to impact the scheduled work on the Following work day. If adverse weather .days beyond the ~tv~hvo (32J days anticipated are substantiated and the Contractor could not mitigate the impact of the addirional adverse weather days, . an extension of time may be alloweA only to the enfant 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 ofadverse 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. j" A ` .... .. _...,, § 9,2 Schedule of Valucs Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to t}ie--.. . . ~`; first Application for Payment after execution of theDesign-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such forth apd supported _ . by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by tl'e_Owner;-" .....,. t'1i`,~ ~! shall be used as a basis for reviewing the Design-Builder's Applications for Payment. F ~ ."~ .%`' ~ f § 9.3 Applications Tor Payment § 9.3.1 At least TWENTY ONE days before the date established for each progress payment th~ Design-Build~r shall submit to the Owner an itemized Application for Payment for completed portions of the Wgrk.;The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to paj~ment_as the Oy~ncr may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and -`---~•-- --~ -' shall reflect retainage if provided for in the Design-Build Documents. § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account•of_....,__ of the ` ,. changes in the Work that have been properly authorized by Change Directives, or by interim determinations___,._,. ~. °: Owner, but not yet included in Change Orders. ~~'~ `4~ § 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 suppler, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the i Design-Builder intends to pay. ~ ~ ,i § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall bemade' forsewices-provided es well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If I t AIA ~ocwoent A1~1" - 201. Copyright ~ ]001 alM 2019 by 1fia Tunazicnn Inetrtute o[ rrchitecta. L11 righGB sseernd. HAANIIiC: Thia AIA Document 19 pYotectOA by O.H. CopyclBhG LBY .oa meem.eio~ai rrearieo, oo:uenort:aa :~:oeueefon oI 01rtGISbYC10T O[ Chip AIA DOC1wlnt. OL HOy poIt1011 02 St, may roault ins civ Ll and criminal DenaltiUe, anE will be pioaacu GaE to Che maximwn axtont po0eible unAet Che lev. Thle tlraPt Wae piOtl~cetl by AU sof[riaie aC 3]t91i37 on 11/16/3016 u~at Oitle[ No.02]9386208_1 which expiiea ot1 07/19/1016 and Se not Eoi x ea1e. (1]<6784~45) Oser Notea~ 2~ PAPR - 003947 approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that upon submittal of an Application for Payment, all Work for which Certificates for Payment have been ,, ~ previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belied be free and clear of liens, claims, security interests or encumbrances in favor-of-the -- .--• --= --..: : -: Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or'.entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. ~ ~ § 9.4 Certificates for Payment ~ ~' SEA § A.1.5.13 rOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.1:3; the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is prPperly due, and'n`otify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or ~n part as provided in Section 9.5.1, + ~ i a § 9.5 Decisions to Withhold Certification ` `-? § 25.1 The Owner may withhold a Certificate for Payment in whole or in part to the extentreasonablynccessary to protect the Owner due to the Owner's determination that the Work has not progressed to th~.point indicated.in.the, :.. _, _ .. i Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build ~ Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount,,the '" Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and. owing. The. , `"` Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may null~fy the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the ~wr~er 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 clanits 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 ofYhe Gor~tract Sum; damage to the Owner or a separate contractor; '`+. .5 .6 reasonable evidence that the Work will not be completed within the Contract ~'ime; and that the unpaid ,;~ ~ ` balance would not be adequate to cover actual or liquidated damages for the anticipated delaytor ,,: .7 repeated or substantial failure to carry out the Work in accordance with the Design-Build Docum. ants. § 9,5.2 When the above reasons for withholding certification are removed, certification wil! be~roade for amotYnts previously withheld. i `:_ .. . , . ~ i .. __....,. _ _. § 9.5.3 If die Owner withholds certification for payment under Section 9.5.1.3, the Owner may;shits sole option; issue- ~ joint checks to the Design-Builder and to tha 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 materiel or equipment suitably delivered:` ~, ~ r ~~ § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make paymen in the manner and within ~ ~ the time provided in the Design-Build Documents. - ° `:, ! "} G § 9.G.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person qr entity providing services or work for the Design-Builder no later than the time period required by applicable laws tint iri`no event more than seven daysafter 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 AU Docuneut A111" - I011. Lbpy1lght a 1004 end 2019 by ThC AmeYSe9n IMti Wt@ OI AiCh1CeC[e. All iSyDt~ [eaexved. N11RtiING~ Thi9 AIA Dpcuaent la BrotecteA by 0.6. Coyyrlght Law and InCarnaEional Tteptiau, oneuthorised zeproduction or dlutribulSon o! Ehla AIA~ Document, or any portlon o! St, may ro0ult in e eivil end criu~lnal Denaltioa, and will be proeacuted to Lhe maximum extent poapible under the law. Th16 deaf[ was produced by AIA soEtwae~ at 13 ~43i3] on 11/16/2015 undeY OTdei No.0219566]09_1 NhiCh expires on 07/ld/R016, and Se not foY xeeale. (1346'/84]96) Qaei NoCee~ 21 PAPR - 003948 retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. { § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant; Contractor, or other person or entity providing services or work for the Design-Builder, information regarding percgntages of completion or amounts applied for by, the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Arohitect, Consultant, Contractor or other person or entity providing services or wgrk for tfie _............_ .. . ,__ j ~,._.._:._.___. .._ Design-Builder. i § 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 seFvices or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shalYfiave the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly pa1d:.1'he Owner shalt have J ~ ;+ no obligation to pay or to see to the payment of money to a Consultant or Contractor. 1 ! # s § 9.6.5 Design-Builder payments to material and equipment suppliers sha0 be treated in a ittaniler similartto t(tat provided in Sections 9.6.2, 9.6.3 and 9.6.4. j ~ ~ i E § 9.6.6 A Certificate for Payment a progress payment, or partial or entire use or occupancy; of the Project~by ~he""` " "` Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents._ _._ _.. _. . } •s , _: § 9.7 Failure of Payment If the Owner does not issue e Certificate for Payment, through no fault of the Design-Builder, withinthe time'i-equired. by the Design-Build Documents, ffien 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'extende~ appropriately and the Contract Sum shall be increased by the amount of the Design-Builde!'s reasonable costs of j shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents:'' —.. f § 9.8 Substantial Campletton § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is~ sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use. T'he date of Substantial Completion is the date certified by the Owner,in accordance with this Section 9.8. S ,: ~' _. r § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner' agrees to,acccpt,:separately, is substantially complete, the Design-Builder shall submit to the Owner an occupancy permit issued by the South Carol ine Office of School Facilities and a comprehensive list of items to be completed or corrected pCior.to final payment. Failure to include an item on such list does not alter the responsibility of the Design-l~uilder to cpmplete all Work in accordance with the Design-Build Documents. s e ,~ 9.8.3 Upon receipt of the Desipn_Builder;s lists the Owner_shall review the Work., If the Owner's_review discloses,_;..-- Formatted: Not Highlight any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Dowments so that the Owner can occupy or utilize the Work or designated portion_thereof-for its.., intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall ther~submit'a request~£or' -: another review of the Work by the Owner. ~a ,' i f § 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. '` ? ~ j t r § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will obtain for the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial AIA Document A111" - Y01~. COpyligh[ ~ 2004 snd 2014 by The Awericen Ineti[ute of Arehiteete. All rights reserved. HAPNINO~ TLis AZ11` DOC~~mane Se pm[octad by V.B. Copyright Law and InternalSonal Tr~etiea, omupborizad ceproAuctlon oc diettlbutlon et this AIA Document, or any yortron o[ it, may rouult 1n s e Civil and crfpinol Deneltien~ end M.11 be prouecuEea Co t~9 2ax Lnwn extent poB0lble unEer CM law. Thie Crnft Mae p[od~ced by AIA sof[wre et 13 ~91i39 on 1116/3015 under Order No.0Y395B620B 1 which expirae o~ U7/14/]016~ eiW ie not for[ eale. (1346'l84~45) veer Notea~ 22 PAPR - 003949 Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. =--~-° ~ i § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder`to t~e 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~thereoP. Payment s6al] be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents:-- - - - . z § 9.9 Partial Occupancy or Use ~ I § 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 havingjurisdiction over the Project. Such partial occupancy or use may comme~ice yvhether or;not•the portion is substantially complete, provided the Owner and Design-Builder have accepted in writ hg'the responsibilities assigned to each of them for payments, retainage, ifany, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work andicogimencement cif warranties required by the Design-Build Documents. When the Design-Builder considers apportion 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 stageof the progress. oP the _ . _ Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly review the.area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work: _., ~ § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not eonsti~te acceptance of Work not complying with the requirements of the Design-Build Documents. t _.,. _ ::,., . . ~ _ ...__ § 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 fi nal Application for Payment, the Owner will prompHy 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 (l) an affidavit that payrolls, bills for materials and equipment, and o~her~indebtedn`ess~' connected with the Work, for which the Owner or the Owner's property m fi ght be responsilile or encumbered, (le`ss ammmts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance r~quired 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 tie period,_. _ _ _ required by the Design-Build Documents, (4) consent of surety, if any, to final payment, (5~ as-constructed record copy of the Construction Documents marked to indicate field changes and selections made during conshuction;(6)-manufacturer's warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction ofobligations, such as receipts, or releases and waivers ofliens; 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,servicas'o'r work for the,. Design-Builder, refuses to famish a release or waiver required by the Owner, the Design-Builder'may famish a bond `, satisfactory to the Owner to indemnify the Owner against such liens, claims, security intere'ts, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments a~e ~ade, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to p§y i~ discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. i ~ § 9,10.3 If, after Substantial Completion of the Work, final completion thereof is materially:delayed-through no fault -- --ofthe Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application aIr Docwent r1~1^ - 101f, copyright ~ Yoo< and aol~ by The Aaerican InBCltute o[ ArchStec[e. All siphta reaexved. NARNTNO~ 1'h1a dla~ ~oCunent Sa piotacted by V.O. Copyright Wv and international TrealSee. Onauth0[ixafl iepioduction or dluttlbution of thin AIA` DaewoeaE, os eny Donlon o[ St, may r atilt ins civil end crlminel Denaltiev, and vlll be prooecuteE CD CLe maximum aftenC popoSble unAar CM1e law. ThSa draE[ was proAutetl by AIA eoECMaee 8C 13191 i]] on 11/16/10]5 unEe[ order No.0239586208_1 rhlch enpiree on 07/19/2016, entl fie rWt fox s sale. (1346'!89]45) Vnar Noteei 23 PAPR - 003950 by the Design-Builder, and without terminating the Contract, make payment of the balance due for that poRion 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 ifbonds have been famished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions - •; governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except'those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and;unsettled; .2 failure of the Work to comply with the requirements of the Design-Build Documents ~ i --,.~ -.---• .3 terms of special warranties required by the Design-Build Aocuments; .4 post-occupancy services to be provided by or through the Design-Builder'; -- § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of cla ~s by the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment. 6""-j r ARTICLE 10 PROTECPION OF PERSONS AND PROPERTY t i f § 10.1 Safety PrecAutions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions endl t s programs in connection with the performance of the Contract. i_ _ _ . .1 t. _...: ... . , 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 i .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site,..under care, custody or control of the Design-Builder or the Architect, Consultants,,orContractors, oT 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, roac(wa~s, or structures and utilities not designated for removal, relocation or replacement in the 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 safely of persons or properly, or their protection from damage, injury or loss. -' j f 3 § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing co~ditions and perPqnn8nce ,: of the Contract, reasonable safeguards for safety and protection, including posting danger sign~fand other~wat'nmgs'`' against hazards, promulgating safety regulations, and notify owners and users of adjacent s(tes and utilitie of the safeguards and protections. ~ i § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or upusual methods, are , _ _ ,.__ necessary for execution of the Work, the Design-33uilder shall exercise utmost care, and cariy on such activities under ~ --~"' supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under -property insurance required by the Design-Build Documents) to property referred to in Sections10:2.1.2 and 10.2.13, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or'anygne`3irectly or '` indirectly employed by any of them, or by anyone for whose acts they may be liable and for ~LhicH the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to a4ts o~ 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 bf the Design-Builder f E are in addition to the Design-Builder's obligations under Section 3.1.14. i +~ i y x ! i AIA Doc~u~ent A1~1^ - 101 . COpyrlght a 2009 antl 2019 by The AmezlCen ]na[Ltute o[ ALChitecte. Ail rlgdCa iaBanad. NARI/INGt TA18 AIA Dx4aegt la protected by II.s. Copyright Gw and International TreatSeo. OnauthorSzed raproAuceSon or dSntriDuCion vE thia AU K DocumenC, or any gortioq of it, may r v~IC in a civ11 and criminal penaltieu, end will be pzoaaeutaQ to the maximum aztenC ponaibin under thu law. Thie tlra£t was produced by AIA eoftwere et 13191:]'! on 13/16/3015 under acde[ No.o]39586]OB_1 whS ch expiiee an 07/14/2016, entl SB not Eor resale. (1J967B9]15) O~Or NOCaes z4 PAPR - 003951 § 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. § ]0.2.7 The Design-Builder shal(not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. ~ § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage fo person or properly 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 o(fier 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`3n`t ie Design-Build Documenu regarding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate,to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the conditiontito the Owner in writing. ; ~ { _ _. i i. _._._.__...~. j --- -. § Ip.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed,:_.__.._._ -_ laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required ,,.. ` by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualification"s' of persons or entities who qre to perform tests verifying the presence or absence of such material or substance or who. are to perform the task of removal or safe containment of such material or substance, The Design-Builder wjll.; i promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonafile objection to the 1 persons or entities proposed by the Owner. If the Design-Builder has an objection to a perso~ orentity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. Wheh the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of theOwner and Design-Builder. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum.shaU 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 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 claim s, damages; losses and"'~ expenses, including but not limited to attorneys' fees, arising out of or resulting from performanee`of tNe Wo~kiri the ;;•~"' affected area, if in fact the material or substance presents the risk of bodily injury or death ~s de~'scribed ink t~ _ Section 103. l and has not been rendered harmless, provided that such claim, damage, loss of expense is attj~ibutable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property~(other than th4 Wgik itself, except to the extent that such damage, loss or expense is due to the fault or negligence of the pariy'seeking indemnity. ~:,:_ § 10.3.4 The Owner shall not be responsible under this Section !03 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 orsubstances. § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner ~1~curs (1) for remediation '`, `~ of a material or substance the Design-Builder brings to the site and negligently handles, or (2) Wlhere the Design-Builder fails to perform its obligations under Section 103.1, except to the extent that thb cost and expense are due to the Owner's fault or negligence. l _ £ § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is hell 1ia61eby a government ` agency for the cost of remediation of a hazardous material or substance solely by reason ofperformmg.Work.as .:.- . _ .- r # k AIA Document A1~1^ - Y011. Copyright ° 5004 and 2011 by The Awerican Institute of Trchltec[e. All ziyht~ ze~arved. xARNIIlo~ Thia aIA~ pxvmank Sa protected by 0.6. Cppyrigbt Lev anA Intarne[ional Ttweiea, anauthocixed reprofluetion o[ d1YtYlbutlon of thin AIA~ DOCument, o[ any poxtlon of !C, may r au1C ins civil and crSm?nel penaltSen, aed will bo prosecuted to the ~cexLnum extent poYsible under the law. 1Tie drat[ was pYoduced by AIA eo[tNata at 13:41:37 on 11/16/2015 undeY OYder NO.02]9586200_1 which expieee On 07/14/RO1G~ and ie not Eot r Bale. (1346784195) Uger Motec: Z5 PAPR - 003952 required by the Design-Build Docwncnts, the Owner shall indemnify the Design-Builder for all cost and expcnsc thereby incurred. § 10,4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder's , -- } discretion, to prevent threatened damage, injury or loss. ,' { ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § ll.l Uncovering of Work ! ~.. The Owner may request to examine a portion of the Work that the Design-Builder has covered fo deter'mine if the Work has been performed in accordance with the Design-Build Documents. If such Work i§ in accordance-with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to ¢djust the Contract Tima 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 nol be entitled to 8 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 Timevvill be adjusted as appropriate. ? R t § 11.2 Correction of Worlc § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct~Work either r~jected by the Owner or failing to conform to the requirements of the Design-Build Documents, whethej discovered bgfore or after Substantial Completion and whether or not fabricated, installed or completed. Costs o~'cor''recting such rejected ' or nonconforming Work, including additional testing and inspections, the cost of uncovering.and teplacement,.and_ compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall beat the Design-Builder's expense. § 11.2,2 After SubslnnHa~ Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in aceor8ance,witkche ~ i requirements of the Design-Build Documents, the Design-Builder shall correct it promptly afterr'eceipt of writ~en { notice from the Owner to do so unless the Owner has previously given the Design-Builder e Written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During this period for "j ~ 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.. '~ s ', ~ § 11.ZZ.2 This year period for correction of Work shall be extended with respect to portiog5of Work first pbrformed ,,-' after Substantial Completion by the period of time between Substantial Completion and the"actual completioi5~'oftl~af portion of the Work. # ~ ~ f~~ § 11.2.2.3 This period for correction of Work shall- not be extended by corrective Work performed by the j __ _._ 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 wrrected 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-Builde'r's correction or removal '•. ', `' of Work that is not in accordance with the requirements of the Design-Build Documents. ~ ~ I § 11.2.5 Nothing contained in this Section 11.2 shall be conswed to establish a period of Iitnit~tion with respect to other obligations the Design-guilder has under the Design-Build Documents. Establishment~of the two-year period for "'` correction of Work as described in Section 11,2.2 relates only to the specific obligation of the Design-Builder to cortect the Work, and has no relationship to the time within which the obligation to comply~with-the.Design-Build .- _ ... Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish 11U Dacumen[ A1~1~ - ]014. Copyright ~ 100 eM ]OI< by The American Inetltu[e of ]1rchltec[e. All rivTta reserved. W~w1~o: Thfa AIr` Docuwegt is DtotecteB Ey O.B. CODYrSpht Lav and ZoCetnatlonal Treatise, vnauthorf xed reproCuecion oz dlotzi0ution of thiu ATA' acuwant, or any portion civil and cziminel Befwltlea, snA will be proaeculad eo the anximum extene poaoibla undecolhe law. xhie draft was 26 a[ Se, may r eule in a piOfluced 4y AIA eoLtwfli at 13 91~~'/ on 31/16/2016 untlei Ordei No.OZ39586206_1 vhlch expliee on 07/10/R016, end 1e no[ for a sale. (1J46]8~345) Oaei Notee~ PAPR - 003953 the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. § I1.3 Acceptflnce of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment h8s been made. Acceptance of Nonconfonning Work may only be evidenced by written agreement specifying t~e nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. { ARTIC(E 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, Confractbrs, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners oftheir respective Listruments of Service, including the Drawings and Specifications, and shall retain all com4non law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be consfrued as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and ariy other person or entity providing services or work for any of them. ~ `t § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or Uny'other information, the transmitting party is the copyright owner of such information or has permission..&om.the.cApyright..._ _ owner to transmit such information for its use on the Project. ,.,:..- '" § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service for purposes of constructing, using, maintaining, filtering and:: adding to the Project_, .. The license granted under this section permits the Owner to authorize its consultants and sepazate contractors to reproduce applicable portions of the t Instruments of Service for use in performing services or construction for the Project, ,. :, .. _' F ,~ ~-{Formatted: Font: Bold Formatted: Indent; Left: 0.5" adequacy of the design for its new project. as well as absolve fhe original Architect of any responsibility of any kind as relates to the original design. Should'the Owner reuse rovide the Documents and/one Specifications to the Arcliitect(s) for other Projects, then the on gi.nal Architect, if not retained for the other .. ~~roject(s), shall be relieved of any liabilities arising out ofthe other Projects) and ori'sinal Architect from any Claims arising out of such !ew-the Owner will indemnify and hold harmless the _ other Project(s). ~ ~ i § 12,3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that.,..,. _ will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this --~ Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive license for purposes of constructing, using, maintaining, altering and adding to the Project. subject to South Carolina reeulations and uoticies e. r...,.._.. (,..m„_ ,,..,,;T.,.. ' conceminp successor desien professia~als.. _. !,- § 12.3.2 In the event the Owner alters the Instruments of Service without the author's writtercauthorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner r~leases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing se~vices or work for any of them, from all claims and causes of action arising from or related to such uses. The terms of ti~is Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 3.2.2. ~ 1 i ~f f i s AIA OOC~unent 111f 1^ — 2014. Gbpytight ~ 2001 and 2010 by Tha Nneiica~ II18CiCUC¢ O[ AiChitec[e, All tiQht~ re~e~vad. NwRN1HC~ Tbie .lIr` Document Sa D~GeteA by O.B. CODYt10Mt Lax and IntarneCianal YIeaClee. OnavtAorized reproAUCtion or di0trlbution of Ehis AIA Docum¢nt, or any portion civil and Crlmin9l yeneltloo~ and will be pzoaecuted to the maximw extort pounlDle under the law. Thie d[aEt nor oG St, may rauult ins produced by ASA BoEtwate at 1]~41i17 on 31/16/2015 under Ocdei No.02~9586200_1 which axpixee on 07/19/?016 and ie not fors sale, Deer iiotesi 11346784]45) z7 PAPR - 003954 ARTICLE 13 TERMINATION OR S[JSPGNSION § 13.1 Termination or Suspension Prior to Execution oP the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design-Builder's option, cause for suspension of performance of services under this Agreement. If the Design-Builder elects to suspend the Work, the design-Builder shatI give seven days' written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the De$ign~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 inthe interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation far, and time to complete, the 3~ remaining Work shall be equitably adjusted. -- -- _ --• - . -~ t § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the Work performed prior to notice of s~ich 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-Bui~def's compensation for, and time to complete, the remaining Work shall be equitably adjusted. ;""" j ' `~ § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault c~f the Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days' written notice. > j i § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should t3he gther party fail substantially to perform in accordance with the terms of this Agreement through Rio fault'of the party initiating the termination. _._._..._ :,_..~_._~,._,_ ... § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Design-Builder for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall ba compensated for Work performed prior to termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. Cn no event shall the Design-Builder's compensation.,under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13,2.1.1 'i'he 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 ttieic:agents or employees, or any other persons or entities performing portions ofthe Work under direct or indirect contraet with the' , Design-Builder, for any of the following reasons: ` "~~ '`~ ~~ .. ` .1 Issuance of an order of a court or other public authority having jurisdiction filet rCquires aIP~Wor~C to.,be 1 ~' stopped; ~ ~ ? .2 An act of government, such as a declaration of national emergency that requites all Work to ~e shopped; .3 Because the Owner has not issued a Certificate for Payment and has not noti~iedi'the Design;Builder of the reason for withholding certification as provided in Section 9.5.1, or 6ecaUse the.Owner has~ot :_._, _ ,..: 1 made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request; -reasonableevidence as required by Section 7.2.7. § 13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault of the Design-Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities perForinmg portions,. of the Work under director indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of ~'~. the entire Work by the Owner as described in Section 13,2.3 constitute in the aggregate more than 100 percent of the '', ~'~ ~ j total number of days scheduled for completion, or 120 days in any 365-day period, whichever i"s Iess. ~ { ji § Y3.21.3 If one of the reasons described in Section 13.2. L l or 13,2.1.2 exists, the Design-$uil.der may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner paymenf fog Woik e~tecuted;°"' ' including reasonable overhead and profit on that executed Work, and costs incurred by reason-ofsuch-termination: ---_ ---' AIA Uocvnwo[ A1~1~ - 701 . Copyllght p ]00~ a~W 101 by The Aoreiican lnetltute of ALChiCec[e. All zig6FJ sa{aNeE. HAIRIZNC: Th1a 1.111 DOCusent Sa pYotaeG06 Dy U.B. CODYYiBht Lew end InCerne[Sonal Tteatiea, Vnauthorizea reproduction or dlutribuVlon of Ch1a AU K Doewaot, of any Dortion oC St, may r Dolt in severe c1v L1 end criminal Benel Ciea~ enp Nili ba prosecuted eo t6¢ max Snum asteat pouuible wd~r the lsw. This draft wee pYodueetl by AIA eoftxeze at 13 ~<1 ~3] on 11/16/2olb Undec OYdeY No.03]9SB6ZOB_1 phich ezpiiae on 07/14/1016, and ie not [OY[ eele. (13467891<5) Uear Notee~ Ze PAPR - 003955 § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Documents with respect to matters important to the progress of the Work, the Design-Builder may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.13. {..,:. , § 13.2.2 Termination by the Owner For Cause ~ 1 S § 13.2.2.1 T'he Owner may terminate the Contract if the Design-Builder .1 fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply en Architect, or enough properly skilledCo~sultants, Gontraetors~ --. or workers or proper materials; 3 .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in r 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 I?ocuments. ~~ i ~ -<-~ 1 § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other~rights or r~medies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, ( terminate employment of the Design-Builder and may, subject to any prior rights of the surety: .1 Exclude the Design-Builder from the site and take possession of all materialg, equipment,'tools;'and "'" ' "~ .._., ___.. .. _ _ . construction equipment and machinery thereon owned by the Design-Buildek;:.___ ._ _ .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 reque§E ~ tFie casts. of the Design-Builder, the Owner shall famish to the Design-Builder a detailed accounting.of ~.. ~= ..... „.. . _ 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 Sectioni132;2.1, the ' 3 d Design-Builder shall not be entitled to receive fuRher payment until the Work is finished. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. if such costs and 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 ,_ oftha Work covered by the Design-Builder's performance bond. '`• ,:~~' } ....., ~ '` f § 13.2.3 Suspension by the Owner For Convenience ~ ~. ~~ ~ `r § 13.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, dela~ or interru~t the.l~✓ork ~ ~ in whole or in part for such period of time as the Owner may determine. { 1 f. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and ttme_cause by,_ _ ...,,, , _ ,,,.,,,_ .,, Sum include shall suspension, delay or intercuption as described in Section 13.23.1. Adjustment of the Contr&ct ., . _.~ f. . ..__.__ _ ._:..-profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. __ ,' ~ ', § 13.2.4 Termination by the Owncr for Convenience '; !~ § 13.2.4.1 The Owner may, at any time, term mate the Contract for the Owner's convenienck and without cause. F ~ 1 i , § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the OwneT's c!onvenience, the Design-Builder shall j 's cease operations as directed by the Owner in the notice; .1' .2 take actions necessary, or that the Owner may direct, for the protection andreservation of theWork; --. .- and, aIA Document A1~1" - 101 . Copy[Sgh[ ~ 2004 a~ ]01< by The A~e[ican institute of AcchlteCtB. All rl9hte iesernd. NAWIIIiC: ih18 71I1i DOeuml~C is Drotectad Dy V.3. Copyr30ht Law enC InCernatlonal Treat3ea, Onaot~orizad caproAuet Son or di8tributloo o! trin rIA Document, or airy porElon of SG, may zcoulC Sn aevaro civil dad etlnlnAl HeneLtieo~ sad Mill ba prosecuted Co tie RaxLnum oxtenC poaoible cadet the law. This draft was piOdVCed by AIA software at 13 X41 t37 on 11/16/]015 under O[Aec No.0~39586208_1 Which explY9e Oh 07/19/R016, and ie not Eo[ Ya983e. (13467843/5) bcaz Notae~ 29 PAPR - 003956 .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 j payment for Work executed, and costs incurred by reason of such termination. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION 1 S a j § 14.1 Claims § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of ng~hf, payment of ~ money, or other relief with respect to the terms of the Contract. The term "Claim" also includes. other disputes and - - -matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. j § 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'rel~ted to the Contract in accordance with the requirements of the binding dispute resolution method selected in Sect~on 13, wilhir~ihetime period specified by law. ~ j ~j ~ § 14.1.3 Notice of Claims t E § 14.1.3.1 Prior To FinAI PTymcnt. Prior to Final Payment, Claims by either the Owner o~ Design-Buil~er must be initiated by written notice to the other party within 2 ] 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, whlchexer: S,later..:_, , . ... .. § 14.1.3.2 Claims Arising After Final Payment After Final Payment, Claims by either the Owner orDesign-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 tfie Initial Decision requirement as a. condition .: ,.: '"' ~, i precedent to mediation in Section 14.2.1 shall not apply. "4 § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otheitiyise agreed n writing or as provided in Section 9.7 and ARicle 13, the Design-Builder shall proceed diligently.,with p8rforma~ce~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 ofthe 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. ~', .:.. ._ .'~ s i ) }~ § 14.I.G Clpims for Additional Time § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, :written nonce a~'' . provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost end of probable e~ect of ~ ~ delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. G s. ! § 14.1.7 Claims for Consequential Damages ' The Design-Builder and Owner waive Claims against each other for consequential damages arising outof orrelating-to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, pro~t,,financing; -•..,..., of such' •, . business and reputation, and for loss of management or employee productivity or of ilia services ,.....: —..:.:.,..,._,.. persons; and '•ti .2 damages incurred by the Design-Builder for principal office expenses including tre compensation of ~' personnel stationed there, for losses of financing, business and reputation, d fq'r loss of profit except ~ anticipated profit arising directly from the Work and otherwise available un~er this Agreement. . ~ i ~ This mutual waiver is applicable, without limitation, to all consequential damages due to etther~party's termination in ~ ~+ accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude`an award of i liquidated damages, when applicable, in accordance with the requirements of the Design-B{~ild Documents:--. TIA Docwnent .~111~ - ]O1{. C~yright ~ SOo~ a~W ]014 by The American Inetlfute of Arehitecte. All ziyhte r~easved. HAN1zxc~ T61e TS/i Doe~ment to Drolnetad by v.e. Copyclpht Lsv snd Intarnaklonal Treatieu, onavehorized caproOuClSon or diotribution Df tA10 AIA ➢oeumeuC, or eoY Vortion 3 O aL St, may reoult in n veYa civil Antl Criminal Deneltiav, amp pill be prooecutefl to tAe naxlmum extent pooulble ungar Chc law. Thle tlraEt w9e plOAuced by AIA eaftwer.0 8C 1]i41~3'/ on 11/16/3015 under O[de[ No.O]39586208_1 which expires On 07/14/2016, find l0 hoC Eo[ c ealo. (13<6'/84J45) 9eet Notae~ PAPR - 003957 § 14.2 Initial llecision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of aU Claims between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of Exhibit R to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. U~iless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. { ~ § 14.2.2 Procedure § 14.2.2.1 Cleims Initiated by the Owner, If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.13 1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (]) y~ithdrawing the Glaim -in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a comproinis~. t § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim the Owncr will take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (1) request additional supporting data, (2) reader an initial decision rejecting the Claim in whole or in ~arl,;(3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision ; i because the Owner lacks sufficient information to evaluate the merits of the Claim. { § 14.2.31n evaluating Claims, the Owner may, but shall not be obligated to, consult with off! seek informa~ion from persons with special knowledge or expertise who may assist the Owner in rendering a decision.~The reten~ion`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 famish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data witI be furnished. Upon receipt of the response orsupporting: , _-~ data, if any, the Owner will either reject or approve the Claim in wholo or in part. § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (9)~identify any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the paRies but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. ' {.._ § 14Z.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 :• '' ''' i 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 m~fliate br pursue binding _ ~ ti•~ ~!f dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder, the Owner mey, but is not obligat~ to, notify€thesurety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Design-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in ~so~ying the c~ntr~versy, __._.. ,, r ' " "—' § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed in advance of `~, binding dispute resolution proceedings, which shall be stayed pending mediation for a perioi3 of:60 days from the date ~ ~ of filing, unless stayed for a longer period by agreement of the parties or court order. f ' '! '~ § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shAll beheld in the place ,`; where the Project is located, unless another location is mutually agreed upon. Agreements r`eaclied in mediation sfiall " ' ~ +-••:--: - . .. -----.. -:-• ..----~ be enforceable as settlement agreements in any court having jurisdiction. AIA Doe~uievt Al~l~ - ]OU. COpyiight ° 2004 and 3014 by The IUnBYLCdII IT![S Cute of AictSLecte. All eights ze~erved, M11pNI1C: Tq1! 7Sa OOCwient Sa D=otecCaA by V.B. COBY~Spht Law and Internaklonal Treaties. Onauthorited reprodneCion or Aiatrlbution of this AU Document, os any yortioo civil and criminal Donaltiee~ and will be pzoaecukeC to the maxim~vn eateaC pooa161e under the law. Thle draft was 31 o! SG, may reoult Ln a produced.by AIA softwea aC 13~41i3'/ on 11/16/3015 under Oidec No.03]9586208 1 which expi[e6 On 0]/14/2016, and 18 nOt EO[ lBae18, (1316'109345 0900 NO[OB~ PAPR - 003958 ARTICLE IS MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the I~w of the place where the Project is located § 15.2 Successors and Assigns ~ ' § 15.2.1 Tha Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-BuildDo~uments. Except as ~ provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole wit}iout written consent of ` the other: [f 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 Eontract to a 1@nder providing construction financing for the Project, ifthe lender assumes the Owner's rights and obligatiohs under the Design-Build assignment. Documents. The Design-Builder shall execute all consents reasonably required to facilitate;sueh r ' y. § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to~exe~ute certificates, other than those required by Section 3. I.10, the Owner shall submit the proposed language of suc(~ cetificates f r review at least 14 days prior to the requested dates of execution. [f the Owner requests the Design-Builder, Archite~t, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to ~ lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are eonsistentwith~this Agreement, provided the proposed consent is submitted to them for review at least 14 days`:'prior.to,executon.,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, to a`member:of th'e firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by~registe~ed or certified mail or by courier service providing proof of delivery to, the last business address Jcnowii to the party ~vuig 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 ~nanageinent ,. ,_ software used by the parties for the project. s § 15.A 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` ~t r.F pr f% ~available by law. 'z t." t f § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver.'of a right or di them under the Contract, nor shall such action or failure to act constitute approval of or acgl~iescence in a ~ j thereunder; except as may be specifically agreed in writing. 1 § 15.5 Tests end Inspections § 15.5.1 Tests, inspections and approvals of podions of the Work shall be made as required by-the Design=Build— - - Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspechions and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and sha0 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 ma~be present for such procedures. T'he Owner shall bear costs of (1) tests, inspections or approvals that do not becom~ requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals wh~re wilding codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. ~ ~ ~ ~ t ~ § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not "included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements-for-such additional-testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to AIA Docueent A3~1^ - 401{. Copyclght ~ Poo9 antl 3014 by Yt~e American InBU[uta of Architects. All righto reaarnd. NAPHINC: Th1a CIA` Docweant is protected by 0,8. COBY~1B„C Lav and Internatloasl Steatiae. onaut6orlsed reproQuction or tli0ttibution of [~Sn AU DOCUMant, or any portion of !G, nay result is severe C1v11 and ezSm3na1 Deoaltreo, and wi11 be D~ooecuCaQ to tie maximum extenC poo0lDla undaL !ne 10.N. Tllie drat[ Wee 3,z proCUCed by AIA Boftwar0 at 13 ~91~17 on 11/16/2015 under oYtler No. o2~95662oe_1 which expires nn o9/14/2016~ and iq not for r sale. 11396]843 5) Gees Notest PAPR - 003959 the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedw~es. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, ail 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-Budd Documents, the Owner---will do so promptly and, where practicable, at the normal place of testing. 'is § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made: promptly to avoid unreasonable delay in the Work. i j § 15.6 Con~denNnl Information If the Owncr orDesign-Builder transmits Confidential Information, the transmission ofsuch'Confidential InfoSmation constitutes a warranty to the party receiving such Confidential Information that the transmittingparty is authorized to transmit the Confidential Information. If s periy receives Confidential Information, the receiving party shhll keep the Con~denlial Information strictly confidential and shall not disclose it to any other person of entity except as set forth in Section 15.6.1. , t § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required bylaw or court order, including a subpoena or other form of compulsory legal process issued by a court or govemmentel entity. ,, =~ _; A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those. : ~ "' employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confdentia6; I Information asset forth in this Contract. i § 15.7 Capitalization ~ ~ f Terms capitalized in the Contract include those that are (f) specifically defined, (2) the titles of numbered articles or ... ' ~-. f (3) the titles of other documents published by the American Institute of Architects. § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words,,sueh as.,."all" and .~~' ~ statement and, '' ,-~ "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one...., ,,: ,,I, ~f (~ t :: 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- own technica~ or ~' recognized construction industry meanings are used in the Design-guild Documents in accordance wit such f ... meanings. i a Y _ Conduct of the Design-Builder's Principals, Employees, Agents and Rep ~esentaNves The safety and security of District staff, students and the general public are of utrnost priority to the District. To that end, the Design Builder shall be responsible for ensuring compliance by the Design Buildera~id•any.. employees; agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to ,' :• `" ~' ._ the following: A. No drugs, alcohol, knives, Srearms or other weapons on District property, wN~ethar or not there is an ,~! .s ~y existing occupied building. [ B. No fraternizing with, threats to, or use of abusive or profane language in the prese~ce of students, parents, ~ t .. _. visitors, or District representatives, agents, or employees. _._. .. . _ __ .., .._. s E C. No improper attire, Actions or gestures while on any District property. t No smoking on District property in conformance to Horry County Board of Educat~on policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occu[rence to the individual responsible and/or Ala Docwnwt Al l^ - 3011. Capyiight ~ R004 atM Ya19 by Rlfe AmaliCan Institute of AZCtlitecte. 1111 riphte raeerved. HARIiIN(i: S61a T3A Document SB DYotectpC by D.6. Copytipht Lav anq InCeYnBt10nt1 Tildtiee. OnauChoYizBQ rapcOdUCtlon o[ tl10t[Sb~EiOn o! thin AZf. Documant~ of any portion oR St, may ropulC Sa oavozu civil and eclninal ganal[i¢u~ anq will ba proaecutafl eq Che neximwn oxtant p000ible wdee !ha law. 4hie draft was proCuced by AIA software ac 1):91137 on ti/1e/xole undeY OrdeY Na.01J96B6308_1 which expires on o7/1a/zo16, and ie no[ for zeeale. 11346]e91~5) OBE Noteei 33 PAPR - 003960 the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Lnw Enforcement Division) criminal background checks on all the Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District property and contractually require the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to tha District's premises. Such SLED criminal background checks shall be maintained on file in the of£ces of the Design Builder and made available to appropriate District personnel or the DistricYslegal counsel immediately uRon requesk i PromotionaLMnteriels i 4 _. , , _ ...1 i, __:_ ..._ The Design Builder shall have the right to include photographic or artistic representaflons of the design of the Project among the D e s i.g n B u i I d e r' s promotional and professional materials. The D 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 ~isfrict shall provide professional credit for the Architect and D e s i g n B u i 1 d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of fhe District without the DistricPs approval of the written copy prior to sub~ission, pr'iniing and ~ ~ ~ i distribution. This condition shall survive termination or completion of this Agreement. } 1 Drug-Free Wa•kplace i j I ~ j '< The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising,.. ~_ _.~ all dnzg-free programs in connection with the performance of this Agreement. The drug-free programs shall conform j to Title 44, Chapter 107, § 44-107-10 through ~ 44-107-90 of the South Carolina Code of Laws as may be amended. ~::; :. ` Right to Audit Project ~" ••~ The District shall have the right to audit the books and records of the Architect to the extent that, the bool~s and records relate to the performance of this Agreement and shall include al I pricing and Change Order data:~5uchbooks and records related to the work covered under this Agreement shall be maintained by the Architect ~'or a period of not less than three (3) years from the date of final payment to the Architect under this Agreement;..,This requirement shall also apply to any Design Consultants performing services under the Architect's direction. ~ The Office of General Services of the State of South Carolina, or any auditor under contract with the District has ,the right to audit the Architect's records related to any Project incorporated under this Agreement ;during, the time frame stated in the previous paragraph. The Architect shall ensure that all records pertAining"'to any Project ate..: available for inspection at the location specified by the District within seventy-two (72) tours of notification at~no additional cost to the District. This requirement shall survive termination or completion of the Agreeme~t, , •~ Traffic Control On-Site end Off-Site: The Design-Builder shall conduct its operations in s mahne~ to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina.Departnent.of__.:,..,_. Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reAuce to a minimum any hazard to'traffic or pedestri8tls: Th0 ` Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Highway Adminishation, Manual on Uniform Traffic Control Devices for Streets-end Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads,, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work ~~ in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The wprke~s so designated shall ti ( ': I not be assigned any other duties while engaged in directing traffic. ` ~ Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety, standards and requirements. The competent individual shall serve as spotter where there is 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 down" areas or work areas by unauthorized ? ) ~y k t AIA Docunant A111" - 301. Copy[Sght d 2004 a(W Y014 by The AoBLiCan In8ClCute oL ArChltect9. All rlghte ieBesVaA. HAPNZNGt 1'h18 AIIi Documagt ie protecka0 by 0.0. Qopyright Lev end International Treaties, onaul'Lotised reptoAuctlon or AletribuEion o£ tfile AU Docwant~ or any portion eLvil and orlwinal ysnaltiee, an0 will be proeeeuted to tLa naxlmwa ~xtan! pouolble under the lay. Thie draft was o[ i!, may result in a No.01D9586208 1 Wh1Ch exp11l9 011 07/14/1016, and 18 noC [OZ ZBBelE. piodUced by AIA eoftMflY¢ a[ 13~01~37 OA 11/16/2015 (1396784345) Oaar Slotee~ 34 u~aar o:ae: PAPR - 003961 individuals. Licenses end 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 contact. bran Divestment Act: The Iran Divestment Act List is a list published by the [State] Board pursuant to Section ] 1- 57-310 that identifies persons engaged in investment activities in Iran. Curtentl~ the list is available at the_. . following URL: htto://urocurement.sc gov/PS/PS-irandivesGnent.ohhn(.1 Consistent with ~ection) I -57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you egterinto asubcontract,• 1 that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform AcY' requires allemployers to verify the Iegal status of new employees and prohibits employment of any worker who is not legally in this counfry and authorized to work. Effective January 1, 2012, all South Carolina employers are required•to enroll in the U.S. Department of Homeland Security's E-Verify program and verify the stah~s of new employees within threebus~ness days,. using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employe; or suspensiorj%re~3ocation of the employer's business licenses. ? ~ ~ - } SC IMMIGRATION LAW. S.C. Code § 8-14-40 Compliance: Design-Builder certifies tF4at tFje Design-Builder will comply with the requirements of S.C. Code § 8-14-10 et seq. and agrees to provide to the Owne~ any documentation .. . _, i required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and'sub-subcontractor;` ~ or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor.------ -- --i Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. ARTICLE 16 SCOPE OF THE AGREEMENT ~ "~ ~"' ~ ~ . .,: - "" § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T^~2014, Standard Form of Agreement Between Owner and resign-Buildr .2 AiA Document A141T^t-2014, Exhibit A, Design-Build Amendment, if executed .3 AlA Aocument A141T"~201A, Exhibit B, Insurance and Bonds .4 'Owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. ,•~-.. ,, ~~ }, 'f;. This Agreement entered into as of the day and year first written above. ~, ~~ 1 t t` OWNER (Signature) DESIGN-BUILDER (Signajure~ John K. Gardner, Chief Financial Officer (Pri»[ed name and title) «Robert Ferris, Authorized Member' (Printed name and title) 1 _ .. ~ . .. .... t AIA ~oNment Al~l~ - ]011. COpyLlght ~ 2004 LIHI 2019 Dy 1'he McY1CeT I~IBC3CU[e O[ ACChltecte. All L19hts se~~tved. NARIRNO: TISs hIl1 Docwnent Ss pmtecteQ Dy O, e, Copyright Ww anp SnCernetioval ireeCiea. oru~thOrized reproAucClon oc distribution of t~ia ALl Document, or any portSon at St, may r Ault ins eivil and esiginal panalti~e~ aaq alll ba proaecutaA Co eha naxinwn e~ttant possible unAer the law. ThSe draft was pLotluce9 by AIA aoECweYe 8[ 13 i43i37 on 11/16/2015 antler Ordex No.OS]9596200 1 which expiYes on 0]/14/]016, and ie not fo[ reeele, (1346784345) aaer NOGea~ 35 PAPR - 003962 Document A141 - 204 TM Sfandard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of thetwenty-third day of November. in the year two thousand fifteen (2015); (In i~~ords, indicate day, month and ye'un) ? BETWEEN the Owner: (Nance, legal status, address and other infor•ntationJ I3orty County Schools, South Carolina, a politicalsubdiVis ol~ of the State-of South Ca1'ollna. 335 Four Mile Rd ~ PO -Box 260005 ConWay,;SC 29528 District Ofi~ice Phone 843.488.6700 i and the Design-Builder: (Name, legal slatzrs, add~~ess and other infor~natior~) FIRSTFLOOIZ ENERGY POSI1'IV~ LLG, -333 Fayetteville St., Suite 225 Raleigh, NC 27601 No. 1415-91 include its addenda. Note: references to Owper's Request for Proposals _ _ __ . ...~, 'ADDITIONS AND DELETIONS ;The' author of this document has added Information needed for its 'completion. The author may also have revised the te>A of the original AIA'standard form: An Additions and `Deletions Report that notes added information as well as revisions to the standard form text is available .from the author'and should be reviewed: A vertical line in the left ;margin of this document indicates where the author has added necessary information and where• '~ the auihor has added to or deleted from the origina4AlA text. This document has important legal 'consequences. Consultation with an attorney is encouraged with respect to its completion or modification. for the following Project: (Na~nc, locatdon and detailed description) 'New Carolina Forest Middle School (per Owner's Request for Proposals No, 1415-91) __ , Consultation with areattomey is also,, encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located. SF 3?' `s The Owner and Design-Builder agree as follows. ~_ __ ,. ,, {' i 3t ~ ~a ., ~ ;~ ~' J ! y i ELECTRONIC COPYING of any portion of this A~A`~ Document to another electronic file is prohibited and constitutes a violation of copyright laws asset forth in the footer of this document. AIA Document A141^" - 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. CopyriyhE Law and International Treaties. Unauthorized reproductimi or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586206_1 which expires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003963 1 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-BUILDAMENDMEN7 ~ ~ ------ f j 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT ....._...._~~:..:__..t._:_... .... ........_ ~ ---_ ----- ~ -- •--~ a" ""~ ""1 s ~ t a 3 1__ , : rt r s `~ z ........ j j ~ ~ __ •:... .. .,.. ~ "" -~~ ,.: TABLE OF EXHIBITS .:, A DESIGN-BUILD AMENDMENT °"F ~'~ B INSURANCE AND BONDS {~ ~'' ~ 3 j -_ :.<. '`a "~ ,,~ ~'~a "~ ~„ 5 ~i 1~ ARTICLE 1 GENERAL PROVISIONS :.k , .. § 1.1 Owner's Criteria ~- ~-- • --- ~-This Agreement is based on the Owner's Criteria set forth in this Section l.l. (Note the dispositionfnr the folloi~~ing items Gy inserting the ~~egatested information o~• a statement such as "not applicable" or "unknown at time of execution. "If the Owner intends to provide a set of design documents,-and the requested information is contained in the desig~7 documents, identify the design documents and insert "see Owner's r~ design documents" ~vhe~^e appropriate.) --. -~ ~~~ `'• ;4 § 1.1.1 'The Owncr's program for the Project: (Set fo~~th the program, identify documentation in which the prog~~am is set forth, or state tl?e mpnner in which the ~ program will be developed.) ~ :Per "Design Requirements" published foc Solicitation No. 1415-91 and .Design-Builder's Proposal #o Owner pursua~it to Solicitation:No.1415-9] selected by the Hoi~ry County Board of Education on November 2, 2015. ~ ~ a a ...._. AIA Document A141T"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law end International Treaties. Unauthorized reproduction or distribution of this AI A`" Document, or any portion of if, may restdt in severe civil end crirriinai penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003964 2 § 1.1.2 The Owner's design requirements for the Project and related documentation: (Identify below, or in an attached exhibit, the documentation that cnntains the Owner's design requirements, inclrsding any performance speciftcationsfor the Project:) Per 'Design Requirements" publis}ied for Solicitation No. 1415-91 and Design=Builder's Proposal to Owner 2, 2015. 1. pursuant to_ Solicitation No.1415-9 selected by the Iloi•ry County Board of Education oii November I. § 1.1.3 The Project's physical characteristics: 3 (Ident~ or describe, if appropriate, size, location, dimensions, or other pertinent information such as geotechnical reports; site, boundary and topographic szir~veys; tragic and utility studies; availability ofpt~bdic andprivate z~lilit es i and services; legal description of the site; etc.) _. Per"'Design Requirements" published for Solicitation Na 1415-91 and Dcsig~rBtiildei•'s Proposal to Owner ~~ursuant to Solicitation No.1415-91 selected by the Horry County Board of Education. on NovemUer 2, 2015.. ~ ~ 7 -'+ § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Identify the Owner's Sustainable Objective for the P~•oject sarch as Sustainability Cert~cation: Geneft to;the environment, enhancement to the health and well-being of building occupants, or improvement of energy!eff ~iency !f the O~•vner idenfiftes a Sustainable Objective, incorporate AIA Document A141 T'`'~-2014, ~xhFbit C, Sustainpble Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable i Objective.) ? Per "Design Requirements°'published for Solicitation No. 1415=91 and Des~,m-Builder's Proposal to Owner pursuant to Solicitation No,1415-91 selected by the Horny CountyBoard of Education on November 2, 2015.. 1.1..5 Number not. used. e § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth belowi ~" (Provide totalfnr Owner's budget, and if known, a line item b~•eakdo~an of costs.) ~ ~ ~ •-,,,. Per "Design Requirementis" published for Solicitation No, 1415-91 as amended through the Board of education's action _November 2, _2015. ;` ..,.., ~ ,: . ..t § 1.1.7 The Owner's design and construction milestone dates: (Paragraphs deleted) Per "Design Reyuiremeots" published for Solicitation No. 1415-91 - •.., r'~ ,,....,: `' f ~ ~ ~ `` ~., ~~~ ,, ~, 'x. s,n~ ,; § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants a~d Contractars at`the Design-Builder's cost: ~ <<~ .1 Architect SFI,+A Architects, P,A. 333 Fayetteville Strect Suite 225, Raleigh, NC 27601; .2 Consultants Per Design-Builder's Proposal to Owner pursuant to Solicitation No,1415-91. .3 ~~ ! Contractors Per Design-Builder's Proposal to Owner pursuant to SolicitationNo.141 S-9L' - ~_-- ~~ •- .--•.-_r,_.~_ =<-= — -- - - •~ _ _:.. .,, •:., '°•a ,.,. t s § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identify special characteristics o~• needs of the Project not iderrtifzed elsewhere, such as hi,~toxic.pr-eser-varion•--_~ -: - _:..-.. -:_. requirements.) AIA Document A141'M — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: This AIA'°' 4ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized roproducEion or distribution of this AIA`A Document, or any portion of it, may result in severe civil and crim(nal penalties, and will be prosocufed to the maximum extent possible under the law, This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~iras on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003965 3 _ _ Per "Design Requirements" published for Solicitation No. 1415-91 (Summary oP Services Required, Article 3) including all Post-occupagcy requirements published in the solicitation as amended by,addenda. § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of publi~ 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? p ~ § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall execute-a Modification- - • - ~ 3 in accordance with Article 6. § 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any ether 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 E203TM-2013 to establish theprotocols for the development, use, transmission, and exchange of digital data and building information modeling. 1 f § 1.2 Project Team i § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.19 i executive Director of Facilities: (or a designee identified in writing by the. owner.) Horty County-Schools facilities Department, 1160 E Highway 50 .. ;~ ~ § 1.2.2 The persons or entities, in addition to the Owner's representative, who are required to review'tfieK Design-Builder's Submittals are as follows: 1~~`"~ ~•°` '•^ ~ (List name, address and other information.) ~:. ,. -:. ;: ~ -' Owner may utilize third party project management which will also receive submittals ~+ , a € § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if known, identify by name and address.) ~f " :: To be determined by Owner. If retained; such consultants will Ue identified promptly § 1.2.4 The Design-Builder identifies the following representative in accordance with Secti~n 3~' 1 2: (List name, address and other information.) 1 ~ Robbie Ferris; S.C. AR.6106 FIRS'I'FLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh; NC 27601 919-573-6350 } #' { ~ ~'' ~ ~ -- § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party. ,. ~ ~`~ § 1.3 Banding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute a ak resolution shall be the following: P ~ ~ [ X ~ ] Litigation in a court of competent (Pa~•agraphs deleted) jurisdiction, nonjury before a circuit judge in Horry County, SC. ~: ~ ~ '` `ti 1, i a ~ :.,, ..._. "~ __.,,.:,.,... AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~' document is proEocted by U,S. Copyright Law and International Treaties. Unauthorizep reproduction or distribution of this AIA`~ Dooumenf, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible uncler the law. This draft was produced by AIA software at 14:1.2:43 on 11/20/2015 under Order No.0239586206_1 which expires on oN74/2016, and is not for resale. (1196251001) User Notes: PAPR - 003966 4 § 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and.Modifications issued after execution of this Agreement. A Modification is (1) a writtemamendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, ~r (3) a Change Directive. § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the enfire 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. T'he Design;Build'Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. y , § 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; ~nd includes all labor, materials, equipment and services provided or to be provided by the Design-~uilder. Te 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 peCfori~ed underAthe f Design-Build Documents may be the whole or a part, and may include design and construc~ion'by the'Owner"and by separate contractors. j..- ' ' ~} '• § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now .: ..• a 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 mayinclude, ,,., 'j without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and :. ~ <. other similar ,.:,, ..;,,.~., ..,. a 1 materials. R i § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating'hov~!the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Wank for,which ~he !.., 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. the § 1.4.7 Owner. The Owner is the entity idenrified as such in the Agreement and is referred to '.ti,....,e,a .. Design-Build Documents as if singular in number. The term "Owner" means the Owner or representative. The Owner may have employees that are design professionals or otherwis 'slcil~ed in construction or construction management, and such employees may, from time to time, perform various :asks or duties for. or on behalf of the Owner under this Agreement. However, it is specifically understood that the ~~ner (including these agents and employees) has no obligation or duty to apply specialty or professional knowlec ;e and skill, acid s~1al(not be held to have undertaken to provide or perform any aspect of the Owner's performance c this Agreemej~t a~ a inanagerL_ _ _ design professional or specially skilled and knowledgeable construction industry member c construction -_ ,._,, and this principle applies regardless of the Owner's position titles or office division titles a may be applicable to such employees. a § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreementand is~ --~.:, _,__._ referred to throughout the Design-Build bocuments as if singular in number. The term "Design-Builder" means the " ~•,, ' ~:~ Design-Builder or the Design-Builder's authorized representative. ''' " § 1.4.9 Consultant. A Consultant is a person ar entity providing professional services for t ie Design-Builder for all ~'# j or a portion of the Wank, and is referred to throughout the Design-Build Documents as if si igu~ar in number. To the ~ extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide~the required professional services. ~ t.._..,_ ,..~,.,.,,,.,,.._,.,.._:.,_,.~,_,..r_,:? i AIA Document A141'"" — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA`O Document is protected by U.S. Copyright Law and International Trnnties. Unauthorized reproduction or distribution of this AIA4D Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possiblQ under the law. This draft was produced by AlA software at 14:12:43 on 11/20/2015 under Order No.0239586208 1 which e~,ires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003967 § 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed; i$required in the jurisdiction where the Project is located, The Contractor is referred to throughout the Desig`ti-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. ~ § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business " proprietary information that is clearly marked as "confidential." § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar dayUnless otherwise ~ ? j specifically defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. r. ` '' " " ' ` ~-`- -" -`"' - "2 ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To Execution of Design-Build Amendment_... —_ __ _. ,,._ __,..:..:....:..:.__::~,._,.__.-, ~ § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. Por the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Insert amount of, or basisfor, compensation, including compensationfor any Sustainability Services, or:indicate the exhibit in which the information is provided If there will be a limit on the total amoz~nt of compensation for Work performed p~~ior to the execution of the Design-Build Amendment, state the amount of the limit,) ~ 3 ~} ? ~ ;:The Design-Builder may invoice the Design-Builder may invoice the owner for $1,118,043. for~its design work. i ;performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price _ :._ , ., .,, , ., . , ,. , __,_ . ,_ „ __ _._ ;_ ?agreed in the Design-Build Amendment. j (Paragraphs deleted) § 2.1 number not used] 7•~ f ''. (Paragraphs deleted) (fable deleted) _~ ~' ~~ ~'. § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment ~~ ' § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. (Paragraphs deleted) ~ ~ ~ ~'', ~. ,~ T'he Owner will not pay interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. §§ 29-6-30 and 29-6-50. ~ ' ~ ""..,~ a"~ ~~F +~__.: .,,.:...~. --.,_:_..,_:....,M.,:.,.~.:_.___. _.,. (Pm•agraph deleted) § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, the Owner ~.:.,:,, " -., shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. ARTICLE 3 GENERAL REQUII2EMENTS OF THE WORK OF THE DESIGN-BUILD. CONTRACT § 3.1 General ~` § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the i Project is located. 3 '~~ ~ `~ ;, 's y ~ 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 Conhactor shall be required to. provide:mechanical,-:..,.::.... ,. . ., -. electrical, plumbing and other such permits which may be required for purposes of inspection at no additional AIA Document A141'"" — 2014. Copyright m 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~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to tNe maximum extent possible under the law. This draft was produced by AIA software at 14:12:g3 on 11/20/2015 under Order No,0239586208_1 which expires on 07/74/2016, and Is not for resale. (1196251001) User Notes: PAPR - 003968 cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. For each day (not counfing Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5) days that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the projects critical path, the Design Builder may claim one (1),additional day for the achievement of Substantial Completion. ~ 3 1 § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance With the Design-Build M a Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder pe',rforns Work eontrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of pubic authorities, then Design-Builder shall assume responsibility for such Work and shall bear the costs attxibuta~ile to correctidn. :j § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to peCform any a act which they believe will violate any applicable laws, statutes, ordinances, codes, rules an3'd regulations;"or lawful orders of public authorities. If the Design-Builder determines that implementation of any in'struction.received_fxom._. _,_ _.._ _ s the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the , .: ,, Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the- "` violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. ._ .-a § 3.1.4 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions of the Design-Builders employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. { ~., § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to " s ~ 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. Tlie Owne understands and agrees that the services of the Design-Builder's Architect and the Design-B►ilder's~othe~ ~`, -'`~ ~ '.~ Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. ~ v § •3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documentrequired tq obt'ain ~ ~ ~ i necessary approvals of governmental authorities having jurisdiction over the Project. ~ y y ._ _.",,.,.n 6 _.... ._ .. ., The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state ~uildings; including-•the - --- -District's school facilities. § 3.1.8 Progress Reports '' ' § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality ofth~ Work. As stated in '~, `} the Design Requirements, the Design-Buildex 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: ~, :~i~ Work completed for the period; 3 .1 r .2 Project schedule status; ""'"` ~ .3 Submittal schedule and status report, including a summary of outstanding S~bmiftals . - r ._ , , , - .. Responses to requests for information to be provided by the Owner, .4 .5 Approved Change Orders and Change Directives; AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WAf2NING: This AIA`" Document is protected by U.S. Co~~yriyht Lew and InEernational Treaties. Unautharizecl reproduction or distribution of this QIAQ 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 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1196251007) User Notes: PAPR - 003969 7 .6 .7 .8 .9 .10 Pending Change Order and Change Directive status reports; Tests and inspection reports; Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; ; •- ; .11 Current Project cash-flow and forecast reports; and ~ q .12 Additional information as designated by the Owner through its project management software data requirements. . ._._ _ _... __, _ .,._ -. — _~ _ ~ ,. In § 3.1.8.2 ...__. .,: ... ~ 5.... _ (Pa~•agraphs deleted) Design-Builder provide addition to the requirements of § 3.1.8.1, the shall similar information Through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. § 3.1.9 Design-Builder's Schedules ` °`"' § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and su~mit for t}e'Owner's information a schedule for the Work. The schedule, including the time required for design end construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required?by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work„and shall i'nclude allowances for periods of time required for the Owner's review and for approval of submission''s'by audiorities'~'`- ` " ~-"` -: having jurisdiction over the Project. `_. ,_ ,.:._,., ... ...... § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. ~""` § 3.1.10 Certifications. Design-Builder shall include in each Application for Payment a certification from each ofd the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications witH respect to'~he ~ i documents and services provided by the Architect, Consultants, and Contractors (a) that, to'the (lest _of their ~ x knowledge, information and belief, the documents or services to which the certifications relate (i) are'consisterit .:,. with the Design-Build Documents, except to the extent specifically identifted in the certificate, and (ii) cbmpty with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of tfie representations and statements contained in the certifications. T'he 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. ~j' e~ ~~j § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a SubmittalSchedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably b~ delayed o~ wixhheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3j1.9i 1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the p~'ogress 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 - - - -- l . § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed-and - - ..,...: criteria related approved them, (2) determined and verified materials, field measurements and field construction :"_.. thereto, or will do so and (3) checked and coordinated the information contained within such!Submittalswith 4he'" -~... j ~% `` 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-~uil~ Documents require j Submittals.untilthe 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-Budder"stiall`riof be'" relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build,Documents.:,-..-: - .-The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in AIA Document A141 *"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" Document is protected by U.S. Copy~iyht Lew end International Treaties. Unauthorized reproduction or distribution of this AIA"' Documenf, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the lew. This draft was produced byAlA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003970 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, shallcontain the signature and seal of the licensed design professional preparing them. Submittals related to the Work~des~gned or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professiohal's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy ' d 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 fijrnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirerrments may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse,a 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~Bu lder shall hum}sh ~ a' ~ satisfactory evidence as to the kind and quality of materials and equipment. { ~ „_,,. ~ § 3.1.13 Royalties, Patents s►nd Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees. § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be'" responsiblefor such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria, However, if the Design-Builder has reason to believe that the design, process or product required in the Owners Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible forsuch toss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright gwn~r of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give,promp~ ~. written notice to the Design-Builder. • "' ,, -: - § 3.1.14 Indemnification ::° `` § 3.1.14.1 To the fullest e~ctent 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°'' f caused ,:-• °'" `~ not limited to attorneys' fees, arising out of or resulting from performance of the Work, but,bnly:Yo the"eaten :, by the negligent acts or omissions of the Design-Builder, .Architect, a Consultant, a Contraator,'or anyone directly. or ~~ indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist a~ to a partyr person ~ ~ ~ described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or ~ type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant; a Contractor; • or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. - - ~-_.. } - --~- f° y 's. § 3.1.15 Contingent Assignment of Agreements ~'~, § 3.1.15.1 Each agreement for a portion of the Worlc is assigned by the Design-Builder to the Oyvner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Sections 13,1.4 or 13.2.2, and only for those agreements that the Owner accepts ~y written notification to the Design-Builder and the Architect, Consultants, and ContractoKs whose ageements ~ ~ are accepted for assignrr►ent; and .2 assignment is subject to the prior rights of the surety, if any, obligated underUond relatirig-fothe`"`"""" `~ ~ i:.,:.__,_~..,_...T.~...._. ,:.::.__.,_ _.---_--..._,..__~ Contract. AIA Document A741T'" — 2014. CopyrlghlD 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is proterted by U.S. Copyright Law and International Treaties. Unauthorize[I reproduction or distribution of this AIA~s Document, or any portion of it, may result in severe civil and criminal penalties, and will ba prosecuted to tiie maximum extent possible unclerthe law. Thia draft was produced byAlA software at 14:12:43 on 11!20/2016 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (1196251001) User Notes: PAPR - 003971 9 When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights acid obligations under the agreement. § 3.1.15.2 Upon such assignment, ifthe Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may fi~rthe.~~ assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreementi to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for ill of the successor design-builder's..or other entity's obligations under the agreement. § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and mai~tain insurance and provide bonds as set forth in E~chibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDIVIENT § 4.1 General ~" § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made ~y the Owner„sha}1 be s r for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner ;and ~ s ~! Design-Builder execute a Modification. ~Tlumbers §4.2 & §43 intentionally not used] ~ .,,~ . (Pa~•agrap/~s deleted) f:, , ... , § 4.4 Design-Builder's Construction Proposal § 4.4.1 T'he Design-Builder's Construction Proposal shall include the following: <:•- ~"' .1 A list of the documents and other information, including the Design-Builder's original Proposal .,,: • ~' ` Development Documents as proposed in the Owner's procurement leading to this Agreement; upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completion;; ~ 1 _..,.. ' .:., _. 3 ; .4 An enumeration of any qualifications and exclusions, if applicable; i .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and _2 .6 The date on which the Design-Builder's Construction Proposal expires. ._ , § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under whicl~,the-Work is to be completed. `';: § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the` ~ ~ } Design-Build Amendment setting forth the terms of their agreement. i ~ a j j' ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMEND~VIENT § 5.1 Construction Documents ry ; ._ § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and~systems required-.-The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner's information. ff ''~ the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the '"" °• ,.. Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction:>Documents shall '+ not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obliga{ion to perform the Work in accordance with the Design-Build Documents. § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to f, Regulatory Agencies as a portion of the permitting and approval process for this work. "~ 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. Co~~yriyht Law nncl International Treaties. Unauthorizoci reproduction or distribution of this AIA°' document, or any portion of it, may result in severe civil and criminal penalties, and will Ise prosecuted 4o the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239566208_1 which euplres on 07/14/2016, and is not for resale. (1196251007) User Notes: PAPR - 003972 ~O § 5.2 Construction § 5.2.1 Commencement. except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build Amendment, However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal, 4 z § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder' best skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, met ods~ techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract; unless•the-Design-Build a Documents give other specific instructions concerning these matters, .. _... -_ § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine " " " that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: The Contractor shall maintain at the worksite oj~e (1) record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work. A copy of submittals accepted bye that District shall -also be maintained at the worksite. These items shall be available to the Architect and Distric} when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, e~ectrical~~mechanical; and -" '' "e 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. :.. ~'"'t ,i performance for materials,-~sys`tems, ,or-' `~ criteria Professional Certifications: When professional certification of equipment is required by the Contract Documents, the District shall be entitled to rely upom~tF~e accuracy apd ~ r s°`" ~ completeness of such calculations and certifications, ~, Contractor shall institute and maintain throughout ,.the contract Contractor's Quality Control Program: The 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. T1~e program shall include providing daily..,.,_ supervision and conducting frequent inspections by the Worksite Superintendent(s). ~ :~ °`-,,. 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustratior~z anti'' not IiinitaYi~ri, the. -` following: ~ ~ A. Title VII of the Civil Rights Act of 1964, as may be amended. y ~ ~ ~2 B, Age Discrimination in Employment Act of 1964, as may be amended. C. Title I of the Americans Disabilities Act of 1990, as may be amended. ~ ; ----•- -- - =•~ ~•-= -- -- - •--- — a D. Equal Pay Act of 1963, as may be amended. f _..~._ .........:........_Y.,..~._~,._ .~:..~. ..... ._,t 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. 1'he Contractor shall not discriminate against any employee or applicant for employment beeause,of race,------•-,., , _ religion, color, sex, age, handicap, or national origin except when such condition is a;, liona fide `~~~ occupational qualification reasonably necessary for normal operations of the Contractor. T 4e Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Ec~ual~Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and ~halI include the provision of this paragaph in every subcontract or purchase agreement of more than ~ ~- ~-~----,:. .,..- - . -.-.--•-~•~ $10,000. a AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The Amarican 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 unclor the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586206_1 which expires on 07/14/2016, and is not for resale. (11962510D1) User Notes: PAPR - 003973 ~ ~~ Employment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the Districts employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. ~~-_ F ~! 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 th~ materials of proper quality and quantity to meet the Contract Documents and manage the appropriates tim ing of al] materials, sub-contracted work, and Contractor provided labor to ensure the continual progress "of the work to meet the substantial completion date. The Contractor shall not change the Project Manager or t}e d~des and~stalus of the a 3 Project Manager during the course of the project without approval of the District. --' p Project Key Staff -- Worlcsite Superintendent(s): The Contractor shall employ at _le~st one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project..Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintende~►t shall be inattendance at the worksite at all times during performance of any work by the Contractor's own for'.,ces ~or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work~of any tr~de or other duties; however, the secondary Worksite Superintendent may perform part-time work of a~trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall notf change any Worksite Superintendent oc the duties or status of same during the course of the project without approval of the District. The Worl -'reasonable objection. -.-: ~ I § 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 side ~ y and all required taxes, less applicable trade discounts; . .2 the Design-Builder's costs for unloading and handling at the site, labor, installation coefs; overh~ad~ profit, and other expenses contemplated for stated allowance amounts, shall be included,in the ~" ~, Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly --.... by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder,'.s.eosts, under ;" ~ Section 5.6.2.2. > ~ § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances r~ `, requiring Owner selection. a~ }~ ., `'1 ':" } ~ ? § 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 whom the' Owner has made reasonable and timely objection. The Design-Builder shat] not be required to contract with anyone 9 - - --- — - -~ - --.---to whom the Design-Builder has made reasonable and timely objection. § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or suppliers identified in-the -- .__:. Design-Build Amendment, including but not limited to any contractor or design professional idenfified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the~'bwner'and provide the... narr~e and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may ' , '~ reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has re~sor~able objection to the proposed new personnel, design professional, Contractor or suppliee or (2) that the Owner requ~res additional time to 1 review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. ~ 5 § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Ainendriieri~; tle~" -~ ~ `" "" ~ Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall.furnish inwriting:to---.. ..,-_ the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a AIA Document A141TM' — 2014. Copyright 02004 and 2014 by Tha American Instltute of Architects. All rights reserved. WARNING: Yhis AIA~ Document is protected by U.S. Co~~yright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil ancf criminal penalties, and will be prosecuted to the maximum extent possible under tho law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003975 ~3 special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. ~ ~ ., § 5.8 Documents and Submittals at the Site ~ } ~~ In addition to any Owner requirements to keep electronic project data up to date, the Design-Builder~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 co~nstr~ction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. ,j..... 5.9 Use of Sife The Design-Builder shall confine operations afthe site to areas permitted by applicable lavS~s, statutes, ordiriarices, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall riot ~ j unreasonably encumber the site with materials or equipment. h ~ a ~ § 5.10 Cutting and Patching 'fhe Design-Builder shall not cut, patch or otherwise alter fully or partially com}~leted construcfiorr by the'Owner or -' a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall .. ' not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate - `~ contractor the Design-Builder's consent to cutting or otherwise altering the Work. § 5.11 Cleaning Up § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste,.;: 5 materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shah remove waste materials, rubbish, the Design-Builder's tools, construction equipment, maclixnery si~d surplus a '~" -• }_ ' - _. , materials from and about the Project. ..x ~ ,..,_ .. § 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, ,. -__~ ..a § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants acce~s~to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner rega~dmg`P`roject safety criteria and programs, which the Owner, and its contractors and consultants, shall comply vyith;while at the site. `' ~~ ~ # p~ § 5.13 Construction by Owner or by Separate Contractors ~ § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts 's _ § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the. Project with t~e ~ _ _ _ _ Owner's own forces; and to award separate contracts in connection with other portions of tl~e Project, or other construction or operations on the site, under terms and conditions identical or substantially similar-to this•Contract, ~--- -y-~; including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that delay or- --•~-..:..,~_ additional cost is involved because of such action by the Owner, the Design-Builder shall malcea"Clam as _.. provided __. "'••:, in Article 14. ;' '~ § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the ~ individual or entity that executes each separate agreement with the Owner. ~ ~?. #. ~ 5.13.1.3 The Owner shall provide for coordination 'of the activities of the Owner's own f~rces, and of eacfi separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The_Design<,Builder-:shall.-...,,. ..: -. , participate with other separate contractors and the Owner in reviewing their construction schedules. The AIA Document A141TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'°' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion aF it, may result in severe civil and criminal penalties, and will be prosecuted to fhe maximum extent passible under the taw. This draft wes produced by AIA software at 14:12:43 on 11/20/2015 under Order No.o23s5862oe_1 which e~ires on 07/14!2016, and is not for resale. (1196261001) User Notes: PAPR - 003976 14 Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder, separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Bu~ldejr under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials arrd equipment and performance of their activities, and shall congect-and coordinate--. the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. . _, -, § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by t~e Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare7a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner ar separate contractor that would render it unsuitable for proper execution and results of the Design-Buildex'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 conshuction is fit and proper to receive the Design-Builder's Worlc, except as to defects not then reasonably discoverable. -' ~? § S.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~activiiies or defective_, . _,_ -. construction. § 5.14.4 The Design-Builder shalt promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 1'0,2.5. ;~ •° § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the j Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in Section 5.10. ,, -..,,_ § 5.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under their ---_.., respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. s`~ ,` , '` t~ ARTICLE 6 CHANGES IN THE R'ORK a •~y § 6.1 General § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and withou~ invalidating the'` Contract, by Change Order or Change Directive, subject to the limitations stated in this Art~cle~6 and elsewhere in ~ the Design-Build Documents. gq S ~_ ,, s F 5 § 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. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents,-and:-_, the Desi ~-Builder shall Proceed PromptlY, unless otherwise Provided in the Change Order or Cshange Directive. § 6.2 Change Orders fir~ A Change Order is a written instrument signed by the Owner and Design-Builder stating their ~geement upon all of ^~~ 1 the following. ~ , j The change in the Work; " .1 i s The amount of the adjustment, if any, in the Contract Sum or, if prior to exe~utin of the .2 """ Design-Build Amendment, the adjustment in the Design-Builder's campens~tion, and ,: „_~ _,.- ,..._ ., -~ ~.3 The extent of the adjustment, if any, in the Contract Time. AIA Document A141'"~ — 2014. Copyright m 2004 and 2014 by The American Instltute of Arch(tacts. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Low and International Treaties. Unauthorizacl reproduction or distribution of this AIA`a 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 14:12:43 on 1112 0/2015 under Order No.0239586208_1 which e~lres on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003977 15 § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Desjgn-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shal] be used in the absence of total agreement on the terms of a Change Order. 9 § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution-of the-- -Design-Build Amendment, an adjustrnent in the Design-Builder's compensation, the adjust~nerit shall be based on one of the following methods: ' 3 .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient~substantiali~ig 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. ~ ~ ~ ' ~ R § 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 Directiveso'that`application` " -" '~~ of such unit prices to quantities of Work proposed will cause substantial inequity to the OvVnet: or..Des k-Builder,:. _.,,:. ,.,_,...-. the applicable unit prices shall be equitably adjusted. ...,. § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work` f - "` involved and advise the Owner of the Design-Builder's agreement or disagreement with the method, if any, "' provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to : ; execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, oc CoritractTirr~e. i § 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 adjustmeri# in ~.,:_ the Design-Builder's compensation, and Contract Time or the method for determining them. Such ageement-shall be effective immediately and shall be recorded as a Change Order. `' § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in.the,Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder's ,>•`''~~ Y compensation, the Owner shall determine the method and the adjustrnent 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 A~reement, a re ~sonable amount In such case, and also under Section 6.33.3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Uhles's otherwisq provided ., ~, _ _ _,.s= m the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following: F__ , y .Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, ~ ~- ~ and justify with appropriate supporting data. direct costs attributable to the change. Direct costs rt ~ attributable to the change in work shall be limited to the following: ..: .,. ..:, "''-A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping,handling, fabricating, sales tax (8%required in Horry County and 9%within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or othe~~sucl costs inherent in `', ~'~~ the provision and delivery of such materials, equipment and processes by the# supplier or manufacturer. t: ~. B. Costs of direct labor based on actual hourly labor rates multiplied by the actualwork hours required to accomplish the change in work when such change in work results in additio al contract time ox labor. -`" No Contractor or subcontractor shall ask for direct labor costs, when work r~quired can be accomplished with the existing work force, in conjunction with other concurrent,.work, and during-the,--....::.:, current approved contract time. 'The hourly labor rate for any additional contract time or laborers shall AIA Document A141'"' — 2014. Copyright ~ 2004 end 2014 by The American Institute of Architects. All rights reserved. WARNING: This Al/1" Document is protected by U.S. Copyright Lew and International Treaties. Unauthprizecl r~tpraduation or distribuCiun of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to fhe maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11!20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1186251001) User Notes: PAPR - 003978 16 be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the Dish•ict prior to Change Order execution. C. Costs of fringe benefits for additional direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight pescent (28%) and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically~for completion of the additional work to be performed. Such equipment rented/leased shall not custorr~arily be owned by " .q the Contractor or~any subcontractor affected by the change but shall be necessary to the ~ ~~ " accomplishment of the work required. Copies of invoices for such rental shall be provided to -- --- -----, -----document the cost of rental or lease of machinery or equipment. The District shall not pay For use of Contractor- or subcontractar-owned equipment or machinery, which costs ar'eincluded in the ~ overhead computation. E. Costs of permits or inspection fees directly attributable to the change in work ana riot included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the Contract Agreement. ~ ' f -' 1 F. Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and paymentsbords but in rio event more than one percent (1%) after application of overhead and profit provided fot elsewhere. The Contractor shall be responsible for notifying the Surety of any changes in th~ co6tract prig, ifs required by the Surety. f 3 t Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of.the'overhead~and profit rate applied to direct costs. Such costs not to be included in direct costs shall hc, by way o~ illustration and not limitation: A. Labor hours and Singe benefit costs of the worksite superintendents) when such costs were incluc~ed,'or should have been included, in the original bid submitted or result from the Contractor's,inabilitiy to ~:,..,. meet the approved schedule or required completion date. The Contractor must prove, to the"''~---. satisfaction of the District, such additional costs are directly attributable to any extension of time `~ . __: beyond the last approved completion date. An increase in contract price for additional site supervision ~ shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and,coordination'of '' ~~ subcontractors, suppliers or Contractor employees. C, Costs related to use, rental, purchase or replacement of equipment generally or customarily necesary to`'~ accomplish the work but not to be incorporated into the work such as, by wa of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, signage, ~encing, vehicles, ~el, ~ and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or _ subcontractors to and from the worksite or between worksites or to pick-up end deliver materials, equipment and processes to the worksite by the Contractor's or subcontracto'r'sown forces including•- -~ - •parking, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. E. Costs attributable to expediting delivery of materials, equipment or processes including telephone calls,, facsimile transmissions, copying, employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office, home office or corporate office as well as off ce~staffing..:, # ~° ~',, '~j equipment and consumables, and so forth. i G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, ~ ~ `I temporal'/ utilities, and so forth. g H. Contracted services such as accountants, payroll service providers. attorneys, cAterng and so forth. 1 ~ s I. Catering or vending services, portable toilets, dumpsters, and so forth. J. Other. such indirect costs of doing business or costs normally considered inc(usi~e in ove"rfi'ead. `"-` "~ ` "" "~ '~l" ~ { ...: ~„ ~r... Allowable Overhead and Prot Charges: Additional overhead and profit attributable to the change in contract AIA Document A141*M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Archiiecta. All rights reserved. WARNING: This AIA"' ❑oeument is pratQcted by U.S. Cbpyri~ht I_aw and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent posaihle unclor the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239566208_i which e~ires on 07/14/2016, and is not for resale. (1196257001) User Notes: PAPR - 003979 17 pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by- a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five, percent (5%) is allowable by the Contractor for administration of the sub-contract, '; price, as may . . .....~ Retainage: The District requires a retainage of three and one-half percent (3.5%) of the tptal contract be amended by any approved Change Order, to be withheld from the Contractor's paymen~s througfiout 4he term of the Agreement and payable at the time of final payment after a) full completion of all workato be•performed and all .- . - requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed yvork 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 port't'on of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of Timing during the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to }materials or e~uip~nent purchased from any supplier unless such amounts are in dispute and the Contractor has not~regtlested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. ', ~"~ ~"" ' ''~ """'~' ""- ` '-'• s i § 6.3.8 T'he amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results ~ °' in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work.or " . - ~ •" substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net J increase, if any, with respect to that change. j ~ § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, thg Desigit~-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The OV(mer.wild 1 make an interim determination for purposes of certification for payment for those costs deemed to 6e reasona6~y i..,._, ~ '"' justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution 'of the. Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to tF►e «.:,.. 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 ttie.Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder'scompensation .,. 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 Orc~erskmay be issued for all d ~ F or any part of a Change Directive. e ARTICLE 7 OWNER'S RESPONSIBILTI'IES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the=Owner with respect to all Project matters requiring the Owner's approval or authorization. _.. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Desig►~-Builder's schedule `'~~•, agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after,receipt of a written ,~ t request, information necessary and relevant for the Design-Builder to give notices of proje commencement and ~`'; take other action to Protect the rote~'itY and exclusivitY of the P ro1ect PaYment bonds C). 1 9 ~ -' '3 ~ ~ `~ F § 7.2 Information and Services Required of the Owner Documents with § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build .._,.._ ~_ _. ,._, .., .__.__:.__:_:.,_. 1 r reasonable promptness. 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. CdpyriyhQ Law nncl International Treaties. Unauthorized reproduction or distribution of this AIA41 Document, or any portion of it, may result in severe civil and criminal penalties, and will I>e prosecuted to the maximum e~ctent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003980 ~$ § 7.2.2 The.Owner shall provide, to the extent under the Owner's control and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal j description of the site under the Owner's control. ~~ § 7.2.3 The Owner shall prom ptly obtain easements, zoning variances and legal authorizat4ons,or entitlements ~ ~' regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoning, and other permits, licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner'un'der 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-B~ilder to the contr~ry in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof in no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. s A § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work {r non-conformitywith°" _ __ the Design-Build Documents, the Owner shall give prompt written notice thereof to the De~~gn-Builder, § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's :-~~' obligations under the Design-Build Documents and the Design-Builder's Proposal.. . -' ,_..~ "~! , ~~ " .::.= .' § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct commun cations•ha've been 1 specially authorized, the Owner shall communicate through the Design-Builder with persons or°entities ~... employed br ~ "• ,.. ,... ~'''- -,._ ,,,.. r,k retained by the Design-Builder. i -._. . •. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall,..,_.~ ... `" upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for •. s investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry " ~ 1j out the desi~ services furnished bY the Design-Builder. In such event, the Desi5~►-Builder shall s~eci fy-.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';`ani~`necessar}~ operations for anticipating subsoil conditions. The services of geotechnical engineers) or o~her'consultari~s s~iatl ,,;:~''~ , y include preparation and submission of all appropriate reports and professional recommendations. ~+, ~ ~ ~ } § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. ' § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals;-Review of Submittals is-- - --not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems;-or for -_.:. ''~~,, determining that the Submittals are in conformance with the Design-Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner.?'s action'will betaken' .,_ ~'~ l'~~ in accordance with the submittal schedule approved by the Owner or, in the absence of an a~3proved submittal ~g~, F schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment %b permit adequate 'r 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. T'he 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 whichttie item"is r,. ..,,, , ._ ... _.. .-,: a component. AIA Document A141*" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe oivtl and criminal penalties, and will be prosecuted to the maximum oxtont possible underthe law. This draftwas produced by AIA software at 14:12:43 on 11120/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003981 19 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Resign-B ilder's rights and responsibilities under the Design-Build Documents. s § 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 o~ charge of;,-and will not-~ be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contrac~ors,~ or their agents or employees, or any other persons or entities performing portions of the Work for the DesignBuilder. ;, § 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 Sectiona15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owrier r~or a decisi~ori ihade in good faith either to exercise or not to exercise such authority shall give rise to a duty or res~on~ibility of t~e Owner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment supplieris, their agentsor ~ S employees, or other persons or entities performing portions of the Work. -_ § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance~with Section 9.8 and the E. 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'Workshall'not give' rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder-or.,any other person ,.. -:.__ ,. ,... .... ~ or entity, except to the extent required by Section 5.13.1.3. } § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents ~~' and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice.to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change'Order shall beissued-'"' deducting from payments then or thereafter due the Design-Builder the reasonable cost of o~ rrepting such 'ti, deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover sgch amounts, t`ti~e ;. Design-Builder shall pay the difference to the Owner. For Work on the critical path to be `efiaial occupahcy of the Project (or defined component thereofl the ten-day period referenced herein is reduced to fi e (5) days du~ing~the 60 days prior to substantial completion as shown on the last schedule properly submitted ut~der.~ § 3.1.9. ~ j ARTICLE 8 TIME ' ~ - -. - .~-- - — --§ 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is areasonable period.for-performing the Work. "'°` ~4 G -~ - § 8.1.2 Tl►e Design-Builder shall not, except by agreement of the Owner in writing, commence tl e~ Work prior to the `'•; '~; effective date of insurance, other than property insurance, required by this Contract. The Cdntra~ct Time shall not be adjusfed as a result of the Design-Builder's failwe to obtain insurance required under this Contract. _ ~~ § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve substantial ___,__...,~_,.___~~._..___.._.:_c3 Completion within the Contract Time. j k § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORK. AIA Document A1'41 T"' — 2014. Copyright O 2004 and 2014 by Tha American InstHute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and InternaEional Treaties. Unauthorized reproduction or distrilaution of this AIR`° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~i~es on 07/14/2016, and Is not for resale. (1196251001) User Notes: PAPR - 003982 20 The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of project workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during t~►e academic term "i when students and fiall sfaffare 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 rriora~e and academic----------•--- . - - -3 performance due to the ongoing Work during the academic term; harm to the Owner's public r lations; disruption and inefficiency of the management of all the Owner's facilities and other current conshuction~rojects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 s j FE will be due from the Design-Builder to the Owner, 3 § 8.2 De(ays and Extensions of Time `l s j § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an pct dr neglect of the Owner or of a consultant or separate contractor employed by the Owner; or liy cHanges orderec~~in-the' " " °' Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties orother.,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. _.tl ~4;"' § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article . .:,...,_ _ :~,.-{ 3 k j (Paragraph deleted) § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for~additional ttme,,such request shall be documented 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 scheduled, and alternate. i work unaffected by the weather could not have been done; and c) had an adverse effect on the construction seheduie = -...... '~`;; such that the loss of work time will adversely impact the established completion date. The Contractor must make '`~ every effort to mitigate the potential effect of the weather on the construction schedule including, but=not limited to, y' rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to,,alternate workdays within the work week, or other such actions. Such time extension request shall be in writing and':su6mitted''to the District for approval within ten (10) days from the end of the event causing the impact on t}ie c' nstructioi~ 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. § 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be; __ j 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-days -, - •- - -~ excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days are severe enough to impact the scheduled work on the following work day. If adverse weather days beyond the-two~(2) 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 construcfion>~.,. ^~~ ; schedule and only to the extent of one (1) full day of extended time for each fizll working day of, adverse weather ,~~ 5 a conditions which prevented aforty-hour work week within a seven (7) day calendar week. ~ A bequest for adverse weather extension shall not be allowed after the date established for substantial completion, y ~ ~ ~ ~ ~ ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION ~ ~ § 9.1 Contract Sum . - - :. =. ~ , . The Contract Sum is stated in the Design-Build Amendment. AIA Document A741'"' — 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 Treat[es. 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 soflwa~e at 14:12:43 on 11/20/2015 under Order No.0239586208 1 which e~lres on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003983 Z~ § 9.2 Schedule of Values Where the Conh•act Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. 7 § 9.3 Applications for Payment k § 9.3.1 At least TWENTY ONE days before the date established for each progress paymen, th~ Design-Builder shall submit to the Owner an itemized Applicarion for Payment for completed portions of the V~ork: The application shall be notarized, if required, and supported by data substantiating the Design-Builder's ri~ht to payment-as the - •-- --- -~ Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors; and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents, § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interirx 'determinations of the Owner, but not yet ipcluded in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests fur payment for portions of th{e Work for wlfich the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other p~rsois or entities providing services or work for the Design-Builder, unless such Work has been performed by othexs Whom the Design-Builder intends to pay. ~ ~" '~' ~ '; § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well.as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in~advance by the Owner, payment may similarly be made for materials and equipment suitably stored of'f ' the site at a location agreed upon in writing. Payment for materials and equipment stored on or offthesfde-shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the, Owner's title to such materials and equipment or otherwise protect the Owner's interest, an~l~sfiall include the cost's of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. S t,. § 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by. an ` ' -~ ••_,. Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further wan•ants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been - ;_, previously issued and payments received from tha Owner shall, to the best oftheDesign-Builder'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 entitledto make '` '~ a claim by reason of having provided labor, materials and equipment relating to the Work. {' ~ ~ ~. '' § 9.4 Certificates for Payment ~ ~ t ; "` SEE § A.1.5.1.3 FOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.1~.3, ~he Owner ~ssuelto the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, anti notify tha Design-Builder in writing of the Owner's reasons for withholding certification in whole or }n dart as p~ovi~ded ip _ Section 9.5.1. z _.._~ § 9.5 Decisions to Withhold Certification § 9.5.1 The Owner may withhold a Certificate for Payrr►ent 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 pont`indicated _.,. in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the-Design-Build" ., Documents. Tf 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 op a devised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems ~o b~ due and owing, The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify y the whole or a part of a Certificate for Payment previously issued to such extent as may be ~ec''ssary to protect the ~ ~ j Owner from loss for which the Design-Builder is responsible because of ~_ ,,...,, ...._ r_~... ,,.. ,:.. .1 defective Work, including design and construction, not remedied; AIA Document A141'"' — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' document is protected by U,S. Copyright Lew and 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 Uo prosecuted to the maximum extent possihle undertho law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208 1 which expires an 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003984 22 .2 .3 .4 .5 .6 .7 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a separate contractor; reasonable evidence that the Work will not be completed within the Contrac~ 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 Destgn-Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification wil~ be~~nade for amounts previously withheld. ~ § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner shay' 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 ~vho}n the Design=wilder failed to make payment for Work properly performed or material or equipment suitably del#vered. c 3 Y ~ } § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and ~ °~ "'" ~ "~ ' "-' - ~" " within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, .:.. Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work pexform~d by the Architect,~Consultant, Contractor, or other person or entity. The Design-Builder shall; by ap~~ropriate 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 oi~ f ,~ _. ., work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. ,. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other "' person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account.of portions of the or work'for the Work done by such Architect, Consultant, Contractor or other person or entity providing services R Design-Builder. ~ ~' '~ ~ .:; § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that tk~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 the rig~t to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. Th~ 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.G.4, ``' § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the, Project by the "` ~ ~~ , Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. ~`'-,. f r' '~ ° ~ ~ x (Paragraph deleted) ; ~ ~ § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Resign-Build~r, 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 AIA Document A141 T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thts AIA"' Document is protected by U.S. Copyri3ht Law and International Treatfos. Unauthorized reproduction or distribution of this AIA4 Document, or any portion of it, may residt in severe civil and criminal penalties, and will be prosecu4ed to the maximum axtont possible muter the law. This draft was produced by AIA software at 14:12:43 on 11!2012015 under Order No.0239586208_1 which e~ires on 07!14/201B, and is not for resale. (1196251001) User Notes: PAPR - 003985 23 extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Ownercan: occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. _ _ . ,_~ § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall submit to the Ownex an occupancy-permit-issued by- - - the South Carolina Office of School Facilities and a comprehensive list of items to be complet~d or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility' of the ~esign-Builder to # Ak complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall review the Work.. If the Owner's review discloses any item;. whether or not included on the Design-Builder's list, which is not sui~iciently complete in acco~!dai~ce with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, comp lete or correct such item upon notification by the Owner. In such case, the Design-Builder shall thin submit a request for 3 ' ' another review of the Work by the Owner. G § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner,and ,. : _ ,. . ,. .. Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will pbtan for the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of:.,. Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; ': establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, Utilities,..damage to the ~ Work and insurance; and fix the time within which the Design-Builder shall finish all items on.the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on.,thc date o~, _ Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate.of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the:Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance,~aiid consent of surety,. `` if any, the Owner shall make payment of retainage applying to the Wark or designated portion thereof R~yment shall be adjusted for Work that is incomplete or not in accordance with the requirements ofthe~Design-Build ~' Documents. { j ~ ~,°'` i ~ i f } ~ k j § 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 anc~•authorized by-publie authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the --,— = - ,... ,._,. responsibilities assigned to each of them for payments,.retainage, if any, security, maintenance„heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and , commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owners provided under Section 9,8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The y stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. t ; § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly review the' " '` } area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work.- ,_... .. ._ ..:.~ AIA Document A141 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'1' Document is protected by U.S. Copyright Lnw and International Treaties. Unauthorized reproduction or distrihutio~i 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 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (1196251001) User Notes: PAPR - 003986 24 § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make. such inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Coa~tr~~ct fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. .... __ 3 § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until thenes~gn-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and o}her;indebtedness-------••.----- -~-, ~~• connected with the Work, for which the Owner or the Owner's property might be responsible o~ 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 currentlyin effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will notbe 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 nnanual's, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such a~ receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contrac~, to4the extent~and' in such form as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, o~ other person br ,~ 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 Qwner :aganst such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after.payments ara made, the Design-Builder shall refund to the Owner all money that the Owner may be .~ compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and .,, ' ` ~ reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially-dclaycd through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owrier 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. Ifthe remaining balance for Work not fully completed or corrected is7ess'', ,, _..,. than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of ' surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted'`"`• ~ . . by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and ,. ,, _ " ~ conditions governing final payment, except that it shall not constitute a waiver of claims, § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those ar~s~ng}from .1 liens, Claims, security interests or encumbrances arising out of the Contract ~nd ~insettled, ~ ', .2 failure of the Work to comply with the requirements of the Design-Build Documents; ~ terms of special warranties required by the Design-Build Documents; .3 .4 post-occupancy services to be provided by or through the Design-Builderi, ~ 3 § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Builder as-unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY __ § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safet}~ precautions and ~` programs in connection with the performance of the Contract. ! , `'`'~ ~ § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasd`nalSle protection to ~ prevent damage, injury or loss to f.. .: ..... . ... ..:. __:: employees on the Work and other persons who maybe affected thereby; .1 ~ °+ ~' ~ g ~ ,.. AIA Document 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. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may.res~dt 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 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003987 25 .2 .3 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the 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, roadways, or structures and utilities not designated for removal, relocation or replacement in the 3. .3 course of construction. z § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable layvs, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of pe`"rsoris or property, or ~ their protection from damage, injury or loss. ~i ;t § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing c'ond'tions and performance of the Contract, reasonable safeguards for safety and protection, including postin~danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users o~adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods; ai~e necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such actviti~s j g E~ ~, under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under• property insurance required by the Design-Build Documents) to property referred to in Sections 10:2:1:2 and' 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor,, or.anyone _, _,. _ directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.13; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder, 'The foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14. .. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder'sjorgariization, 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. s § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage •• ... "" or create an unsafe condition. :,,: § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers }njury or damage to :, person or property because of an act or omission of the other, or of others for whose acts such party is legallx ~ responsible, written notice of the injury or damage, whether or not insured, shall be given t~ the other parley within .a' reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient c~eta~l to enable~the otEier ; ~ ~'f 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 ------- - y 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 asbestosor --,... , .. polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Desig►-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the'Owner in `"' ` • :.. ''~ writing. ~~ gyp' t k § 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 Desigr-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless.~Un4ess otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-wilder ttie names and " ` qualifications of persons or entities who are to perform tests verifying the presence or absence _of such.material or __substance or who are to perform the task of removal or safe containment of such material or substance. The '1 j. '•` _ ._.! AIA Document A141 T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AI,4" Document is protected by U.S. Copyright Law and International Troaties, Unautharizecl reproduction or distribution of this AIA4D 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 14;12:43 on 11/20/2015 under Order No.0238586208_1 which expires on 07/14!2016, and is not for resale. (1196251001) User Notes: PAPR - 003988 26 Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Contract Time shall be 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. a § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmle'.ss t~ e Design-Builder, `" the Architect, Consultants, and Contractors, and employees of any of them, from and against claims; damages,' losses and expenses, i'ncluding but not limited to attorneys' fees, arising out of or resulting from-performance of the ~- -- _--; Work in the ai~ected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 103.1 and has not been rendered harmless, prov9ded that such claim, damage, loss 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 fatilt`br 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 Desig~-Builder brings to the site unless such materials or substances are required by fhe Owner's Criteria, T'he Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-BGilder's •' fault or negligence in the use and handling of such materials or substances. t § 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 govexnme~t agency for the cost of remediation of a hazardous material or substance solely by reason ofperfoi~ming~W`ork a's required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense _.. ,,.. thereby incurred. ,., ~ ~., § 10.4 Emergencies " `~•--.. In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder's discretion, to prevent threatened damage, injury or loss. ARTICLE 11 UNCOVERING AND CORREC'T'ION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design-Builder has cov Work has been performed in accordance with the Design-Build Documents. If such Work the Design-Build Documents, the Owner and Design-guilder shall execute a Change Order to of and Contract Sum, as appropriate, If such Work is not in accordance with the Design-Buil shal no _......................_r.., be uncovering and correcting the Work shall be at the Design-Builder's expense and the Desi -Builder__.-~_~ entitled to a change in the Contract Time unless the condition was caused by the Owner oz separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Tii :-will be adjusted as- ~~ - - - --5 appropriate. § 11.2 Correction of Worlc § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly c~ by the Owner or failing to conform to the requirements of the Design-Build Documents, or after Substantial Completion and whether or not fabricated, installed or completed. Co rejected or nonconforming Work, including additional testing and inspections, the cost of replacement, and compensation for any design consultant employed by the Owner whose compensation were made necessary thereby, shall be at the Design-Builder's expense. Work'either rejecfed :, ~r discovered before correcting such ~~~,. ✓ering and '~ ises and AIA Document A741T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Th)s AIA° Document is protected by U.S. Copyright Law nncl 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 he prosecuted to the maximum extent possible unclorthe law. Thia dratlwas produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale, (1196251001) User Notes: PAPR - 003989 27 § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the DesignBudder an oppot~tunity 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 area`sonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7:9.` § 11.2.2.2 This year period for correction of Work shall be extended with respect to portiogs ofi. Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion ofthat portion of the Work. § 11.2.2.3 This period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2, t y s § 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 rior accepted by the Owner. 3 .., ! r_ § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Ownex 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,perioc~ for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Bui1 er too correct the Work, and has no relationship to the time within which the obligation to comply; witl`the,Design-B~ild3 Documents may be sought to be enforced, nor to the time within which proceedings may be"commenced to..est~blish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to,correct~the!... _.. ,._...,. ..... ; .._ .,.. ._ Work. _ § 11.3 Acceptance of Nonconforming Worlc If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Buiid.,Documents, ,. the Owner may do so instead of requiring its removal and correction, in which case the Contact Sum will'be reduced as appropriate and equitable. Such adjustment shall be effected whether or not fina~~`payment ha~be~n ,~' made. Acceptance of Nonconforming Work may only be evidenced by written agreement,'°specifying the! 'r~? nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall nowt become accepted Work by inaction or implication. ~ ~ ~ f ' ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, ine~uding 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 coit~mon law;•,...._ statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, ,is not, to' Be~construed`• ..., as publication in derogation of the reserved rights of the Design-Builder and the Architect, consultants, and ~ Contractors, and any other person or entity providing services or work for any of them. ~~ ~~ § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other the copyright __ information, the transmitting party is the copyright owner of such information or has permission from _._, ~ ~ '~owner to transmit such information for its use on the Project. -~ ~s 4 , AIA Document A141T^+— 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Docwnent is protected by U,S. Copyright LAw and Internakional Treaties. Unauthorized reproduction or distrihution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to the maximum extant possible under the law, This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003990 1 ~ 28 § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service for purposes of constructing, using, maintaining, altering and adding to the Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the Project. i 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regula`tion~ and policies. Any architect receiving the original plans from the Owner must first acknowledge and accept full responsibility for the adequacy of the design for its new project, as well as absolve the original Archifecf of any` responsibility of any kind as relates to the original design. Should the Owner provide -the Documents - -and/or Specifications to the Architects) for other Projects, then the original Architect,; if not retained for the other project(s); shall be relieved of any liabilities arising out of the other Project(sa and the Owner will indemnify and hold harmless the original Architect from any Claims arising out o~ such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Desi~i-Builder's licenses from the Architect and its Consultants and Contractors shall' also allow the Owner,'Iin the event this '• Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive license for purpos~ of constructing, using, maintaining, altering and adding to the Project, subject to South Carolipa r~gulationsand~ policies concerning successor design professionals... 3 j -. ~ .. .._......5 .Y _.- § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written ~uthoX zation,or uses., _.., .. . .._~ the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the ,- '"`' Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for , any of them, from all claims and causes of action arising from or related to such uses. The terms of this Section_ .,.12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4,or -1'3.2.2. "'. -- " { ARTICLE 13 'TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.11 If the Owner fails to make payments to the Design-Builder for Worlc prior to execution. of the Design-wild Amendment in accordance with this Ageement, such failure shall be considered substantial nonperformance and `i . cause for termination or, at the Design-Builder's option, cause for suspension of performance of services under,this q Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days' written ~ '' ._ . "': notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. Before.resum~ng 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 compensa~ion,,foi•, and timg 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 perforrC►edyprior to notice of such suspension. When the Project is resumed, the Design-Builder shall be corr~pe►lsated for e~Cpenses incurred in the interruption and resumption of the Design-Builder's Work, The Design-Builder;s_ oompensation forte and time to complete, fhe remaining Work shall be equitably adjusted. _ . ~ § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the -.written • , Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days'.: ~.;.-.± notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written noticeshould the other party fail substantially to perform in accordance with the terms of this Agreement through rio f ult of the patty initiating the termination. ,~ F § 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. ~,_ AIA Document A141 TM — 2014. Copyright m 2004 and 2014 by The American Instiiute of Architects. Ail rights reserved. WARNING: This AIA"' Document is protocfed by U.S. Co~~yright Law and International Treaties. Unauthorized reproduction or distributiun of this AIA~A bocument, or any portion of it, may result in severe civil and criminal penplties, and will be prosecuted to the maximum entent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208 1 which expires on D7/14/2016, and Is not for resale. (1196251001) User Notes: PAPR - 003991 29 § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. § 13.2 TerminAtion or Suspension Following Execution o1'the Design-Build Amendment a § 13.2.1 Terminafton 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 their agents or _._ days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor,~or employees, or any other persons or entities performing portions of the Work under direct or indi'reotconh•act wit11 ~ the Design-Builder, for any of the following reasons: •.1 Issuance of an order of a court or other public authority having jurisdiction that tequires all Work to be stopped; ~ .2 An act of government, such as a declaration of national emergency that requ~resall Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not noti~ied~the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or becau~e the Owier fias not made payment on a Certificate for Payment within the time stated in the DesignBuild Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. j j r x § 13.2.1.2 The Design-Builder maY terminate the Contract if, through no act or fault of the ~pesoign=Builder, r tha 3 .. . Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities_performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whicheveK,~is' ,,.: .,~._ less. 3 y ~ § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1,2 exists, the Design-~u~lder may, upon even days' written notice to the Owner, terminate the Contract and recover from the Owner payment fotWork exect5ted including reasonable overhead and profit on that executed Work, and costs incurred by reason-of such"terr►~nation :.. § 13.2.1A If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design~Builder or ~ `'" any other persons or entities performing portions of the Work under contract with the Design-Builder because the -- _.. Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Documents with respect to " ~` matters important to the progress of the Work, the Design-Builder may, upon seven additional days'-written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.21.3. P, ~ ~~ tE ~'~~~ _ § 13.2.2 Termination by the Owner For Cause a ~ ~`` § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder .1 fails to submit the Proposal by the date required by this Agreement, or if no dat ~ is indicated, v~ithin a ~ ~ reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly slcilled~Co~sultants, ~ ~_ __ { Contractors, or workers or proper materials; fails to make payment to the Architect, Consultants, or Contractors for services; materials or labor in.3 accordance with 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 ~ ':,j .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 o er fights or remedies of ~% the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, sev~n days' written notice, 5 terrninate employment of the Design-Builder and may, subject to any prior rights of the surety: i Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and .1 ~`. .`~ construction equipment and machinery thereon owned by the Design-Buildeh; __ _._ .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant-to. . _ .:. _ _. Section 3.1.15; and AIA Document A141*" — 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 Treaties. llnauthorizecl reproduction or distriUution of this AIA~ Document, or any portion of it, may result in severe civil aircl criminal penalties, and wilt bo prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1196251001) User Notes: PAPR - 003992 30 .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Worlc is finished. . - .; § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work acid other damages ~. incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Budder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. Theobligation for such payments shall survive termination of the Contract and are expressly included in tt►e performance-of the Work covered by the Design-Builder's performance bond. . -- - --- ~ # § 13.2.3 Suspension by the Owner fox Convenience § 13.2.3.1 The Owner.may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the " '~ Work in.whole or in part for such period of time as the Owner may determine. —:; § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost ~nd hme caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Conlx~ct Sum shall include protit. 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 ~ -i for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of th~._Contract _. . _ § 13.2A Terminafion 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 fi-om 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 t1~e Wor~C; i and, '-~ ,.. .3 except for Work directed to be performed prior to the effective date of termination stated in"the.. _._.. .., notice, terminate all existing Project ageements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to recGave ~ ~` x '?. payment for Work executed, and costs incurred by reason of such termination. ~ ~ ~ ~' ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION y § 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, p~y~ent of_ money, or other relief with respect to the terms of the Contract. The term "Claim" also inclixdes other disputes and matters in question between the Owner and Design-Builder arising out of ar relating to the Contract: The°~--•---•••responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. 'Il►e 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 Se~tion~`1.3, within the time ' ~, ~ ~~ period specified by law. i~ § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner of Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event gi~ing riseto sucfi Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever: is.later......: .:...... _::-. :.....,..-. 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~syrlght Lew end International Treaties. Unauthorizecl reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil anti criminal penalties, acid will he prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/74/2016, and is not for resale, (1196251001) User Notes: PAPR - 003993 31 § 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. T'he notice requirement in Section 14.1.3.1 and the Initial Decision requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Contimung Contract Performance. Pending final resolution of a Claim, except as ot~erwise 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-Bilild Documents. j 3 _. .. . . § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for ari increase intfie Confract --~ ,-~ Sum, written notice as provided herein shall be given before proceeding to execute the portion of the-Work-that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. .:...~ § 14.1.6 Claims for Addifional Time § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Timed Yvritten notice as provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost a ~'d of probable effect of delay on progess of the Work. In the case of a continuing delay, only one Claim is nece~say. ~ a } 4 ~ ~; (Paragraph deleted) ,~'. ~ § 14,1.7 Claims for Consequential Damages ~ . ___ .. ._ The Desi ~-Builder and Owner waive Claims against each other for copse9uential dama be~, arisin g out of or gelatin g to this Contract. This mutual waiver includes ~ , ~:..., . .,._:., .. . __. . .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and _, .._ "' ___ .2 damages incurred by the Design-Builder for principal office expenses including the compensation of „:personnel stationed there, for losses of financing, business and reputation, and for doss of profit t ~ f except anticipated profit arising directly from the Work and otherwise available under.this" Agreement ~ !,, This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination.. in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of. liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. d § 14.2 Initial Decision .. -` § 14.2.1 An initial decision shall be req u~red ' as a condition precedent to mediation of all Clairiis between the Owner''`;, and Design-Builder initiated prior to the date final payment is due, excluding those arising undec~°Sections 10,.3~>.and ~ 10.4 of the Ageement and Sections B.3.2,9 and B.3.2.10 of Exhibit B to this Agreement, upless 30 days have' passed after the Claim has been initiated with no decision having been rendered. Unless otliert~ise mutual~y agreed, ~ y in writing, the Owner shall render the initial decision on Claims. 1 14.2.2 Procedure ~ ~ 9 § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section`-t4:13;1:1'hereafter;-the - Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromises- -::-,....,, ~'' ;, § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Ownerwill take ohe.. '.. ''; ~ty or more of the following actions within ten days after receipt of the notice required under S~Ctiori~14.1.3.1: ~ sf (1) request additional supporting data, (2) render an initial decision rejecting the Claim in y+hol~ or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate'tha it is unable to render ~ a an initial decision because the Owner lacks sufficient information to evaluate the merits of ~he Maim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with o~ see 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. } AIA Document A141•"^ — 2014. Copyrighl0 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. Unauthnrizecl 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 possihle under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586206_1 which e~ires on 07H4/2016, and (s not for resale. (1196251001) User Notes: PAPR - 003994 ' 32 § 14.2.4 Tf the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part;= § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time or both. The initial decision shall be final anc~ binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, t binding dispute" resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to the~ter~s 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 XVriting that the other party file for mediation within 60 days of the initial decision. If such a demand is made and: thejparty receiving the demand fails to file for mediation within the time required, then both parties waive their rights ~o mediate~or pursue a binding dispute resolution proceedings with respect to the initial decision. V § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notifjj the """' i suretY, if an Y, of the nature and amount of the Claim. If the Claim relates to a PossibilitY ofa DesiSm=Burder''s ° ° default, the Owner may, but is not obligated to, notify the surety and request the surety's as'sistance,.in resolving the.. _ _ . _ . r 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 3 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 j to binding dispute resolution. ,.:.,,_ , § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed. n 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. x °3 ; § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shill-be held in the place where the Project is located, unless another location is mutually agreed upon. Agreemen#s reached ,: ,,,::.: .:... iii>;., mediation shall be enforceable as settlement agreements in any court having jurisdiction. s 3 t, ~ .~'4 ~'~'~, ~ ~ ~ ~,, (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. ~ ~ _ ,, _._. g z _, t ~--- --- _ __,.,,.,-.-,.,,.,.,._,._.._. _..~._,,., __._~,~ § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Budder 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~withbut written consent of the other. If either party attempts to make such an assignment without such consent, thatparty shall nevertheless ~ c remain legally responsible for all obligations under the Conhact. ~~ ~I, ~'': ~~ f 7 § 15.2.2 The Owner may, witF~out consent of the Design-Builder, assign the Contract to a lender providing ` "" "' 1 construction financing for the Project, if the lender assumes the Owner's rights and obligations under the '"~ Design-Build Documents. The Design-Builder shall execute all consents reasonably required.to::facilitate.such. _.:..,..,..,__ _......., assignment. AIA Document A147 TM — 2014. Copyright m 2004 and 2014 by The American Institute of Arch(tects, All rights reserved. WARNING: This AIA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthoeized reproduction or distribution of this AIA~' Document, or any portipn of if, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Thfs draftwas produced by AIA software at 14:12:43 on 11/20/2015 under Order No.02395862oe_i which e~ires on 07/14!2016, and is not for resale. (1196251001) User Notes: PAPR - 003995 33 § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.l .10, the Owner shall submit the proposed language of such certificates for review at least 14 clays 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 assigmnent to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that~are consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execut,'e certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services, ._, ... _.. ,. . {~ Written notice shall be deemed to have been duly served if delivered in person to the indidtdual, 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 ~Cr►o~m 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. ~ ~ ~ ~' p § 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. ~ § 15.3 Written Notice § 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. "`" ;-- 3 I § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required•by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for suchtests, inspectipnsanc~ approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appi`opriate public ~.. authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give"the:..::_ Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for • -._ . such procedures. 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 `` ~4j or applicable laws or regulations prohibit the Owner from delegating their cost to the Design;Buiider. j~ G . ...,. 1 V ~. ~~. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspe,~tio~i~or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such'additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present fo'r such j s:,__,,,. _., ,, ____ __._„_ procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15'.5:2-reveal failure-ofthe •-- - •- -~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. ~ of § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-B*uild~Documents, the g ~ Owner will do so promptly and, where practicable, at the normal place of testing. ~ i ?~ ~ 15.5.6 Tests or inspections conducted pursuant to the Design-wild Documents shall be made promptly to"avoid "' ~. --unreasonable delay in the Work. °, ~ '', '~ 'FS ~ ~ 't'f fs S ---, ---~ AIA Document A141 *"" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARPIING: This AIA" Doeument is protected by U.S. Copyright Law anct International Treaties. Unauthorizeci reproduction or distribution of this AIA"' OOCument, or any ~~ortion of it, may result in severo civil encl Criminal penalties, and will Ise prnsocuted to the maximum extant possible under the law. This draft was produced by AIA sotiware at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which e~iras on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 003996 34 § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission bf such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or enrity except as set forth in Section 15.6.1. 1 § 15.6.1 A party receiving Confidential Information may disclose the Confidential Informa~ion~as required bylaw or court 'order, including a subpoena or other form of compulsory legal process issued by a co~►rt or governmental entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the PXoject, provided those- -- - --' `' of Confidential employees, consultants and contractors are subject to the restrictions on the disclosure and use Information as •set forth in this Contract. ~ 'j a § 15.7 Capitalization - "`~ Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles` of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 15.8 Interpretation • C ~ ' § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as gall's and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent frorr one statement and j ' "'T~.`°-,~ ~.'` ~` appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. = Conduct of the Design-Builder's Principals, Employees, Agents and Representatives ,.._-: ~ t The safety and. security of District staff, students and the general public are of uhnost.`priority tb th'e District. To that end, the Design Builder shall be responsible for ensuring compliance by"the..Desigri'Builderi and any employees, agents or representatives, or subcontractors of the Design-Builder, including,, all Design__ Consultants, to the following: °'; A. No drags, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane language in the presence of students;,parents;" ` ` ~3 visitors, or District representatives, agents, or employees. C. No improper attire, actions or gestures while on any Dish•ict property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual i~esponsib]e 3 s and/or the Architect for whom the individual is a Principal, employee, agent, or representative. __ , ,,,., D. Secure SLED (State I,aw Enforcement Division) criminal background checks Qn all-.the.:-_. - . ~ Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District property and contractually require the same of all Design Consultants, their emp7oyces, agents; and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed.. access t6 the - . __ District's premises. Such SLED criminal background checks shall be maintained on file in the offices_o~ the Design Builder and made available to appropriate District personnel or the District's legal counsel . immediately upon reQuest. ' '~ t y ~ 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. The Design B u i I d e r shall be given reasonable access to the completed Project to make such representations The'-Dtstri'ct~-- --'~ ` ~_" shall provide professional credit for the Architect and Design B u i I d e r in the District's promotional AIA Document A147*"+— 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Lave 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 byAlA so(iware at 14:12:43 on 11/20/2016 under Order No.0239586208_1 which e~ires on 07H4l2016, and is not for resale. (1196251001) User Notes: PAPR - 003997 35 materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Ageement. Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for 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 ~ ~ A ._._. _._: ___ _ __. . .~_ _ may be amended. t Right to Audit Project The District shall have the right to audit the books and records of the Architect to the eittet~t that the books and records relate to the performance of this Agreement and shall include all pricing and ~ha~}ge Order ~dat~. Such books and records related to the work covered under this Agreement shall be m~int~ined by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any Design Consultants performing services unde~ thata Architect?s d~ection. a The Office of General Services of the State of South Carolina, or any auditor under contract with~the~District-has-~---- -~ the right to audit the Architect's records related to any Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. j.... Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in=~a manner to ~ot interrupt pedestrian or vehicle traffic except as approved by the District and the South;. Carolina Departmentjof Transportation. The worksite shall be confined to the smallest area possible allowing maximum use`of. streets, sidewallcs, parking areas or other pedestrian areas and reduce to a minimum any hazard to tra~c'or-pedestrians._,,. The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI. of U.S. Department of Labor, Federal Highway Administration, Manual on Uniform Traffic Control Devices for'' .. Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas at`e` olistructed to any;,:: •' extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. '~'he workers so designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety st~ndards and requirements. The competent individual shall serve as spotter where there is exposure o~pedestriar~s, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing~or other~safety -~----, barriers are in an upright position to prevent ingress and egress to "lay down" areas or work areas by,unauthorized _ individuals. Licenses and Permits: During the term of tha contract, the Contractor shall be responsible- `for obtammg~"` . 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 contrack M1~ '§. ;. Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] hoard pursuant to Section 11- 57-310 that identifies persons engaged in inveshnent activities in Iran. Currently, ~he list is available at the following URL: il ttax//procurement.sagov/PS/PS-irandivestment.phh~i(.) Consistent with ection 1-1-57.310(B), - - " the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter mto a subcontract, that person is on the then-current version of the Iran Divestment Act List AIA Document A141 T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: Thts AIA"' Document is protected by U.S. Co~~yright Law an > r -~ /ltl.e« D....:.~..~ ....1..M.J .. _ e...7:s.,..e.. :~F ...,44...«:.~.1 :....slam«na1~.. 1-4.0 v~. aava. ~ ~ e _, ~i e ~ ;~ .:: . ,. § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. ^~^~~^*^ ~•^^^'a f f _ r ` ~' z ~: ,........ .. •. ,'; --~=The Owner will not pav interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. §6 29-6-30. and 29-6-50. '° ~~' A ........7.....,...~ .. a,......:....E:,... ..Fal.:.. A....ee».,.«t ..~L,:,.L. e..,,,. ,.,.....«.. ~....F ~ ~. ~ ~ q ~ ~' i s ~.; y 4 j Buildine Permit and Other Permits and Fees: No general building permit is required in accordance with ,,,~ :~ € y __.,_.. .,.,, .r;I achievement of Substantial Completion. '~ ~ `" ~ a ' ~~ Additions and Detetlons Report for AIA Document A741T" — 2014. Copyright ~ 2004 and 2014 by The American InsQtute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unaufliorized reproduction or clfstributian of 4his AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will ba prosecuted tp the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/2D/2015 under Order No.0239588208_1 which expires on 07114/2016, and is notfar resale. (1196251001) User Notes: PAPR - 004003 4 PAGE 7 § 3.1.4 The Design-Builder shall be responsible to the Owner for ae#~acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Worlc, j q ... § 3.1.6 When the Ovmer's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services throug}► qualified, licensed prof~ssi~i~als: The'Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builders other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-~wilder. District's school facilities. j § 3.1.8.11fie Design-Builder shall keep the Owner informed of the progress and quality of the Work., 9►~-a-~e .,. ~, As stated in the Design Requirements, the h~ ~«'-~ ~-' ~~'~., ~'~~ ~~~..::..: ~ ~.. ~~ ~~...,.b.. ~^~!a~ Design-Builder shall submit written progress ~epeY'~ ~~ +'~~ n...--~~, resorts, photographs of Work in proQress;-and- -- - other data to the Owner electronically, or through the Owner's option, project manasement software, showing estimated percentages of completion and other information identified below: PAGE 8 _ , - ~~ _,,:.~ ~'" G ,,...t .,. w.. ~u,, n....,,.. ,..,a r~o,.:,.., n,.;~ae.. .12 Additional information as designated by the Owner through its proiect management software data requirements.,., .. § 3.1.8.2 In i ,.. ...,.. ~ r d ~~~~ ~,...........~~ ...,...t.......b ...t.......~~.. ~ ~~~~~ .......»... ~^'•~~' ~~~.~'.~ ~~~~'~'~a ^~~* ~~'.:m~*~~addition to the requirements of § 3.1.8.1, the Desi~r►-Builder shall provide similar information through in-person progress report presentations'to'tl e°Horry ~. County Board of Education each month during one of the Board's public meetings. .~ 1 J~1' „Y~ - `; :. X13 .. llesign-Builder ~ § 3.1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided b~--- -•- -- -=- _,; the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, -- ,, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project;-and'~b) that ` =_.. the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and''statements- - -,._ _,,,, `'~, contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shill nof'be required to `' '+:~ execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their `1 services. 4 ry a ... ; E ~ 1 ._~.~ § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require "' `" Submittals until the Owner or its designee has approved the respective Submittal. a ""' Additions and Deletions Report for AIA Document A141T" — 2014. Copyright 0 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA~ Documenfi is protected by U.S. Copyright Law and Intern~tlonal 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 tliv maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1196251001) User Notes; PAPR - 004004 5 PAGE 10 (Numbers §4.2 &X4.3 intentionally not used] _. . . _ .. _ ~ .. .. .. ._ - - - ._ .................b. R ~ r~,..,r........a,.., .. .tie .,ii,.,.,..:,.~.. ,.f....,.,....,.., a,.,,.t:,,.,~. a ~~r u,,:ia;.,,...i.,.,.,,"o,..:,..... ....a ote.,..t:,..,,.., g { ~ ~ ~ _ _. 3 _ ...~ S~Fs~~' s~}~4e~; „~.....,...„,.......«e.~.,.. ....., <.. Additions 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~' Document is protected by U.S. Copyright Law anti International Treaties. Unaufhorized reproduction or clisfri6ution of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosec~~ted to the maximum extent possiblo under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1796251001) User Notes: PAPR - 004005 6 4.4 Desien-Builder's Construction Proposal § 4.4.1 •' The Desiar►-Builder's Construction Proposal shall include the following: .1 A list of the ocuments and other information, including the D~~,'sign-Builder's .2 Documents as proposed in the Owner's procurement leading to this Agr eement~upbn which the ~ ~..:.... _., Design-Builder's Proposal is based; The proposed Contract Sum, including the compensation ,~ .3 The proposed date the Design-Builder shall achieve Substantial .6 The date on which the Design-Builder's Construction Proposal expires. ~~ ~ ._-__:_ ~...... `~ ~, § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a represent~tiori by the j' Design-Builder that it has visited the site and become familiar with local conditions under which t1~e Work is to be completed. ~ ~ , .. ~..:. -_ -~ ' S 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 permittinemand approval process for this work. `' PAGE maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all work, excluding punch list items as required by the Contract Documents. completeness of such calculations and certifications. ~ ~ •--~•,•- -- -=•_ ~ ~=- =~ -_ ~ Contractor's Ouality Control Program: The Contractor shall institute and maintain throughout the contract term a quality control program, designed to ensure the work perforrned is in accordance with the Contract Documents including any changes, at all times and in all respects. T'he program shall include .providing daily "'~ supervision and conducting frequent inspections by the Worksite Superintendent(s). ~i 7. Compliance with Emulovment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation, the following: A. Title VII ofthe Civil Rights Act of 1964, as may be amended. ~ B. Aye 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. Eaua1 Pay Act of 1963, as may be amended. 9 a ---•-_~ Additions and Deletions Report for AIA Document A141^" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AtA`~ Document is protected by U.S. Copyright Lawancl Intornationa( Treaties. Unauthorized reproduction or distribution of Ehis AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum axtent possible under the law. This draft was produced by AIA soHware at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1196251001) User Notes: PAPR - 004006 ; 7 E. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq„ as may be amended. ~. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. T'he Contractor shall not discriminate against any employee or applicant for employment because of race, Vlll{llV yl~~Vl~l~ llV1.LVVJ JVL~l1lK 1Vl Yl L1lV ~J1VYlJ1V11J I.auu 4a~va ~iaauauuvaa v1uy.~~ u~au u~ provision of this para~ah in every subcontract or purchase agreement of more than 10 000. ~ aaavau 4 ; ~- uav~:: —.~ -:~-~~ __.._ ._... _ ~ ----.--. .; ~ ., .---__s Proiect Manager during the course of the proiect without anarovai of the District. • `y Superintendent or the duties or status of same during the course of the project without approval of the District. The Worlcsite Superintendents) shall enforce strict discipline and good order among the Contractor's l "' >, representatives, agents, employees, subcontractors and suppliers. ~~,` Wnrkcite C`~mmunicatinnc: 'The Proiect Manaeer and Worksite Sunerintendent(sl are .:'representatives of the ~ ~. Principal of the Desien Builder. PAGE 12 ,..,,,,j „~-='~ a ~ + ..-......._:_~... ... . § 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, necessa~•y for '" " `" proper execution of the Work and Substantial Completion of the Project. PAGE 13 1 ~~ ~ § 5.7.2 If the Design-Builder el~ar~es-desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or designprofessional identified bathe Design-Builder in its Recjuest for Qualifications response, the Design-Builder shall notify the ~wner and provide the r name and qualifications of the proposed new personnel, desienprofessional, Contractor or supplier._ ~'he..Q~xnermay._ _, ....:.: t reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the Additions and Deletions Report for AIA Document A141 T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. Ail rfghta reserved. WARNING: This AIA~' Document is pratectod 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, anc( will be prosecutvcl to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07H4/2018, and is not for resale. (1798251001) User Notes: PAPR - 004007 8 proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. PAGE 14 § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the ~~ Design-Builder shall propose another to whom the Owner has no reasonable objection. IF v,.. ~~ ....~ ...w~.,.,u.,,~ ..yu.,.., v, N.....,..a...~, ~.... .....,y ..................................,.......,........ ..f,,., .......,.,.,.,., .,. a s a .,~,.,.~_. . ._......_n a ~He-In addition•to anv Owner requirements to keep electronic project data ua 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 th'e Constructior~ Documents, in good order and marked currently to indicate field changes and selections made'durtng constryction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance Svith Section 9.10.2 as a record of the Work as constructed. ~ '~ k PAGE 15 ~.._ `q - § 5.14.3 The Design-Builder shall reimburse the Owner and other contractorfs) for costs the Owner-'~~••~ and other contractor(s), resnectively, incur because of the Design-Builder's delays, improperly timed activities ~ -'~F ~~:.,e '~ "^M«....4:.... TL.e n..me_ ..~...n we ..°....,..,..:tile «,. two n,,,.;,,., n..:uo.. F.. „ ~er~-or defective construction. PAGE 16 to the following: A. Costs of materials, equipment and processes to be incorporated into the work including costs of~-, shipping, handling, fabricating, sales tax (8%required in Horry County and 9%within certain '~~, incorporated parts of the City of Myrtle Beach as of August 1, 20091, or other such costs inherent in' . execution. ,' :, ,:: ,... .,4 ., ;~ s -: -- ~~t ~ .~F~-,-, ~-a . ~-'.,-~' ~ ^^*:^^ : ^~;~, Costs of fringe benefits for additional '', 'z direct labor, including social security, unemployment or other taxes, health and~wo~ers' compensation insurances, or other benefits required by agreement, custom or a~nliaable laws. Such ~ fringe benefit rate shall not exceed twenty-eight percent (28%land the District ~►as the ri t to ~ ~~-~, request itemized documentation proving the fringe benefit rate used. _ __ _. ... . _. i D. Costs of machinexv or equipment rented or leased in the short term specifically for completion of the Additions and Deletions RepoK for AIA Document A141T'" — 2014. Copyright m2004 and 2014 by The American Institute of Architects. All rights reserved. WkRNING: This AIA°1 Documen4 is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA"'~ UocwnenC, or any portion of it, may result in severe civil and criminal pQnaltiQs, and will be prosecuted to the maximurn extent possiUle under the I~w. This draft was produced by AIA software at 14:12:43 on 11!20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 004008 .a s 9 the Contractor or anv subcontractor affected by the change but shall be necessar t accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shall not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. or non-conformance to the Conhact Agreement. i no event required by the Surety., Data or actual costs iustified to the satisfaction of the District illustration and not limitation: ~ ~_ _ :_ _ ~ __ . _ . . ... . T'~~:~~ a..:,a~~ ~~ ~t'^~~;A. Labor hours and fringe benefit costs of the worksite°sunerintendent(s) - - • - - - ~` when such costs were included, or should have been included, in the orieinal bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The ` Contractor must prove, to the satisfaction of the District, such additional costs are directl attributable` to any extension of time beyond the last approved completion date. An increase in contract price for :additional site supervision shall be at the Districts' sole discretion. ~ r rceived additional costs attributable to the Proiect Manager or supervision and aoordivation of +,, subcontractors, suppliers or Contractor employees. f ~sts related to use, rental, purchase or replacement of equipment generally or customarilynecessarv.'to armmniich the wnrk but not to he incnrn~rated into the work such as. by way of illustration•andpnt ,. and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or 's including telephone calls, facsimile transmissions. convin~, employee labor and benefits, and so F. Costsrathibutable to maintaining a local office, home office or corporate office as v,~ell~-as=office-s~affi~ ~: • • - =-- -~ y equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so foi=tli. "' "' ~. . „~ ~ --,......., ~, I. Catering ar vending services, portable toilets, dumpsters, and so forth. ~~~•,~ J. Other such indirect costs of doing business or costs normally considered inclusive in"overhead. : j ~ '• Allowable Overhead and Profit Charees: Additional overhead and profit attributable to the change in contract pricing shall not exceed the following: ~ fotped nv the Contractor's own forces, a maximum of ten percent 10%) of the allowable direct negotiated at the time of award. ~ l.,..__. ....~:..,__......_,~—.~,_.._........~ J A costs orr he u ' B For work performed by a subcontractor's own forces a maacimum of ten percent (10%1 of the allowable direct e...:,.,TM..—_.~.:-,-~=.._...~ .~..:..::.........:..-f_~-:, costs. Additions and Deletions Report for 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. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' 1 ~ Document, or any portion of it, may result in severe cfvll and criminal penalties, and will be prosecuEecl to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.o239586208_1 which expires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 004009 C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. .Retainaee• The District requires a retainaQe of three and one-half percent (3.5%) of the total contract price, as may be amended by anv approved Change Order, to be withheld from the Contractor's pavtnents throughout the term of the ~-__,"~ ~~ 3~ of debts/claims submitted with final documents. PAGE 18 P § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Desi~'n-Builder's sc~edule agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after r~ceipt of a written!: _ request, information necessary and relevant for the Design-Builder to ~-~~'•~~*~, ~-~~~~ ~~+:~~ ~F^~ ~~~~~~ ~~~~'^~~:~>~ '' _ ' 1 :.,., ..:..6t,. C..,.1, :..F.«....♦7......1,.,11 :.,..1...7e ., .....ra..4.~.t.~ce...o t .,F tL.e «e....«A le..,,l tale t., +l.e ««;...o.h., ....,-.~,.L.-~,.I, +t,.,,...._.--.,,::::--,-_ _,pive notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). n.. „« 1,. ..~~,7 ..n. ,.~.. ..a 4.. .. 4I~.. :{o ..«,7 sl,e n.. e..+., «ae ..t+l,e PAGE 19 § 7.2.4 The Owner shall cooperate with the Design-Builder in securing "'' other permits, licenses and inspections. .. _ land development, zortifig, and ,.. ,, i.:._ _...:_ - -'"'' } g ,.,._ _ ,,_ § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the ~ Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's "`'"' " obligations under the Design-Build Documents and the Design-Builder's . ...«.~a.Mn ..ri4~.....4 «w~ «n+i n.~ 1-n ~~e To 9aolr,iixmic...: ~::'~..g~...~...., ...~....». r..:~:...,....,~ .., ..._ .,~=a•- Pace Zo ~~ii~anr_~ 0(~OS3 .. ...»-•..-•. y ..__ ~ y 7 ~ § 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 Ownee discovers; -` ... ..,_,. ,,~' ,_, , ~'<•~e *s• If the Design-Builder defaults or neglects to carry out the Work in accordance with the DesignBuild 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 ~rejU~dice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change~Orde1':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 annourits~the "--- -- ~~ t __., ` `" " -~ Addittons and Deletions Report for AIA Document A141 T"' - 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Documont is protected by U.S. Copyright Law and International Treaties. Unauthorized repraductio~ br 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 sofNvare at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1196251Q07) User Notes: PAPR - 004010 ,, , 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 e•eferenced herein is reduced to five (51 days during the 60 days prior to substantial completion as shown on the last schedule properly submitted under G 3.1.9. l will be due from the Design-Builder to the Owner. PAGE 21 ,.. .. } _:_ ,. _. ., .... S3 i ._ a g request shall be documented 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 scheduled, and alternate work unaffected by the weather could not have been done; and c) had an adverse effect 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. ~ 5 S 8.2.4 Anticiaated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for~an GRLilUU111~ LIQ~UI U(lyJ~ JUl1UaYJ QI14111[I.~VI 11V11UQYJ~ Utl1GJJ JU~+Ll 4UVVl JIi Wli0.11llil VV1lLL1Ll Vl lJ VLI LII VJV __U0.yJ 0.1V JV VVI Ii enough to impact the scheduled work on the following work day. If adverse weather days bevond`the twa(2) days. ..... ~'~. '~-, '~;, anticipated are substantiated and the Conixactor could not mitigate the impact of the additional adverse weather `y. ~; days, an extension of time may be allowed only to the extent of the actual impact on the last a~proved construction a j schedule and only to the extent of one (1) fu11 day of extended time for each full working day of averse weather conditions which prevented aforty-hour work week within a seven (71 day calendar week. A=request for adverse weather extension shall not be allowed after the date established for substantial. comiletion. j 5 3 _ __._._ .. . ......_ , f PAGE 22 ~..:.._ ~ .~~ .:...,: _.:.._. Additions and Deletions Report for AIA Document A141TM' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Document is proEected Iry U.S. Copyright Law and International Treaties. Unauthorized reproduction or ciistributio~ of this AIAm ~ 2 DocumenE, or any portion of i4, 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 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (1196251001) User Notes: PAPR - 004011 § 9.3.1 At leasttee-T~~ENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. .::,..:..3 y ... ~ ~ . # ! . ¢..SEE-.§_A.1.S.1..3..._ ~,___., _ FOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.1.3, the Owner issue'to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify j~he Design-Builder in writing of the Owner's reasons for withholding certification in whole or in ~art;as provided in Section 9.5.1. , a PAGE 23 .7 repeated or substantial failure to carry out the Work in accordance with the Design-,`Build Documents. f ~ j ... § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the I~esipn-Builders has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the ~~s~e - - -- -- - - - -~ " Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. ~•~~~~~ ~ •~'~ ~ ~~a~~~~ • ~~F"~~ ~ ~ a~•~~,'"~ ^weer shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see ,, '' to the a ent o~mone to a Consultant or f'^ +~~~+~~ ~~~~^` ~^ m~., ~«''~~.,.:~~'~~ ~~~.,:~"' ",. '^^'''ontractor.:;:^ `" :~ ~. S • ~ ~ s ~ - ij e ~ . .... Y~ r,.:: .. .., ~ S .~' 5 ., f V .., i ^~ , PAGE 24 f a'g►'ees to achePt~ - :. § 9.8.2 When the DesiSte-Builder considers that the Work or a Portion thereof which the Owner L submit to the Owner separately, is substantially complete, the Design-Builder shal] an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. : .. :the Owner shall ~~'~~ ~ ~~F:~~ ~~ a~~~~~~:~~ ~.."'~~"~~'"~ Design-Builder's list, 9.8.3 Upon receipt of the § reviewfthe.,Work.. If the Owner's review discloses any item, whether or not included nn the Design-Builder's List, which islnot sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy o►• ut~lize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the C~ificate of Substantial Completion, complete or correct such item upon notification by the Owner. in such case, tk►e -_....... Design-Builder shall then submit a request for another ' —. -, ,_ :.. IeEietrreview of the Work bkthe Owner. _ ,_ ~:, ,:,~t e ;: a , .._. _. 4 _ Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°D Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or clisEribution of this AIA`" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to fhe maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11!20!2015 under Order No.0239586208_t which expires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 004012 13 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will ~re~r~-fs~ ftio n..,..e..~....:,...,,«...e obtain for the Owner an occupancy permit issued by the South Carolina Oi~ice of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder~sha~l finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents'sha~l commence on the date of Substantial Completion of the Worlc or designated portion thereof unless otherwise~pro~vided.in_the.....- -. , -..:...... . ....: . Certificate of Substantial Completion. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder sha11 jointly review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Worlc. q ~ _ ,.. . ~ PAGE 25 F j .2 .3 .4 1 failure of the Work to comply with the requirements of the Design-Build Docu~nen~s; e~ terns of special warranties required by the Design-Build ~ee~ert~s:Documenfs; post-occupancy services to be provided by or through the Design-Builder. ~ ~ ,, 7 S ;_ _, ... PAGE 27 § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected` by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before j or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting suchrejected or nonconforminra Work, including additional testing and inspections, the cost of uncdvering 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. PAGE 28 ..-~ ~°y i § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3,1.12, if, within :Tthe three-year duration of the Design-Builder's post-occupancy obligations„ any of the' ~Vork i's, fou~d not to be in accordance with the requirements of the Design-Build Documents, the Design-Bu~lde~ shall correct it „° promptly after receipt of written notice from the Owner to do so unless the Owner has prevtou~sly given the ~ Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after disc very of the condition. During tk~e-eHe-yea~this period for correction of the Work, if the Owner fails; to notify the ~ j 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. IftheDesign-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 eke-e~te-yee~This 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 Completion and -the actual completion of that portion of the Work. -=:-., _,,.~ `'~. `~ ~''<~ ?9 § 11.2.2.3 ~e-e~te-~ea~-ThjS period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. ? ... } `' 3 Y ~ Additions and Deletions Report for AIA Document A141TM' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distrihukion of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, anti will be ~xosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07!14/2016, and is not for resale. (1196251001) User Notes: PAPR - 004013 14 § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the et}e~es~ two_period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work, i ... if the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum wilrbe`-" '~' reduced as appropriate and equitable. Such adjustment shall be effected whether or not final p~yment has been made. Acceptance of Nonconformine Work may only be evidenced by written agreement speci~ing the nonconformity and the Owner's informed consent to accept it. Nonconformine Work shall nbt become accepted Work by inaction or imu(ication. PAGE 29 ~ '< `~ ~ § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service ~^'~'~~ ~~a ~~•~'~•~~•~~'•~ for purposes of constructing, ~ sin, ;, __,' maintaining, altering and adding to the .Project.; .The license granted ~g-ptet~ under this section permits the Owner to authorize its consuifants and separate contractors to reproduce-applicable ~•-, ~- portions of the Instruments of Service ^~'~'•~ ~~a ~•~~'•~~~•~~'•• for use in performing services or construction for the Project. ' 4 i s r i ~.~.., ..... and/or Specifications to the Architects) Yor other Yroiects, then the original Architect, if not retained Yor the other proiectL,), shall be relieved of env liabilities arising out of the other Proiect(s) and the Owner will indemnify and hold harmless the original Architect from env Claims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and.Contr. that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12.,The Design-7 licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in ,k̀he event this Agreement is terminated for any reason ~'~~~'"~„ *'-~ a~F..'4 ~F«~... n..mo.... „ +~...., ~. «,,e T,,,k:,,„ n..:~. to obta for purposes of constructing using, limited, irrevocable and non-exclusive license j , maintaining, altering and adding to the Project, ,' .. 3 ~~~ ti S~ - er's ~~ i .sub ect to South Carolina regulations and policies concerning successor design professionals... § 12.3.2 U 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 jervices or work for ~ .,s any of them, from all claims and causes of action arising from or related to such uses. The `,:.. '~i ~ ~ Additlons and Deletions Report for AIA Document A141TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document (s protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distributipn of this AIAm DocumenE, or any portion of if, may result in severe civil and criminal penakies, and w111 be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07!14/2016, and Is not for resale. (1lsszslool) user Notes: PAPR - 004014 '• j 15 c~~~:~~ „'' '''"~ terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. PAGE 30 § 13,1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall- be compensated for termination ~nd any other Work performed prior to pnsated. In no event expenses directly attributable to termination for which the Design-Builder is not'otherwise shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation.set.:forth-in.-.__ _ _.:- ... .._..._.: ..,; Section 2.1. ~ § 13.2.1.3 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, t~profit on that executed Work, and costs incurred by}~eas~on of such_, ._.:~ including reasonable overhead and .termination. ? PAGE 31 _ § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Worlc and pthe~ damages! ~ ~ ! incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Buil{ier If such costs and -----° -~ damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner:The-obligation for ~'~ and are expressly included in the performance of such payments shall survive termination of the ~~Contract ~ y the Work covered by the Design-Builder's performance bond. ... .... ,:.. ., § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such *~~~~~*~~~, ^'^~~ •~•~'" ~~^^^„~'~,~ ~.,~~"~~a ~^a ,termination. -:~ ,.. ,~,._ § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of ox related Yo t}ie Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time • ~~ , period specified by -..:tt, .w:,, co,..:.... i w ~ ~ ' PAGE 32 ~ .. .. ~.-~"+ ',~ ~ _,. _,r...~ ~ _ _.. ~.:.3 3 i; 6~ it ; 1 .2 damages incurred by the Design-Builder for principal office expenses includin the' compensation of personnel stationed there, for losses of financing, business and reputation, and for Ibss of profit except anticipated profit arising directly from theder-iFWork and otherwise available under this.,..,..: _,_:~_.._..,~._: Agreement. Additions and Deletions Report for AIA Document A741T^" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ ~s Document, or any portion of it, may result in severe civil and crtm(nal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1196251Q01) User Notes: PAPR - 004015 PAGE 33 § 14.3.2 The parties shall endeavor to resolve their Claims by The " '- .,~` .. -•'~~ ...~a~ ...,..~.... ~..«~.. .:,w .w~ Fi: ~ „~~._,,,i:~Qa~ ...«= •-.,~~..,:~• .... --=~':`. mediation shall proceed in advance of binding dispute resolution proceedings, which shall be mediation for a period of 60 days ftom the date of filing, unless stayed for a longer period by ..«,,,,.w:.. eo,..:,,., t~ ~ ~~ .w. parties or court orcler.Tc ~~w•,~~«:~~ ~ ~~a:~n : ..«...,,,,, .. pending lent of the f Additions and Deletions Report for AIA Document A747*M — 2014. Copyright m 2004 and 2014 by The American Institute of Architects, Ali rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproducEion or distribution of this AIA- ~ 7 Document, or any portion of it, may result in severe civil and criminal penalties, anti will be proseruted to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1196251001) User Notes: PAPR - 004016 The Contract shall be governed by the law of the place where the Project is ....,.... _,.. .._,.__,,_t _ .. ,:. ._.:.. _. __, c~ ~:located. PAGE 34 Written notice shall be deemed to have been duly served if delivered in person to the individual,,tc~ a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known°~to the party_..:; giving notice, Written notice may also be established by acknowledgements and responses exchan ged via G management software used by the parties for the project. PAGE 35 The safety and security of District staff, students and the general public are of utmost priority to the C. visitors, or instrtct representatives, agents, or employees. No imuroner attire, actions or gestures while on any District property. ., ..._:., .5 immediately upon request. Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document i5 protected by U.S. Copyright Law anti International Treaties. Una~titorized reproduction or distribution of this AIA~' 18 Document, or any portion of it, may result in severe civil and crirninal penalties, anti will be prosecuEed to file maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11/20/2016 under Order No.023s586208_1 which expires on 07/1412016, and is notfor resale. (1196251001) User Notes: PAPR - 004017 Drus-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and sunervisin~ all drug-firee programs in connection with the performance of this Agreement. The drug-free programs interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Department of Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, ,.. `"" UlNlK110.WU Jll0.l~ 11VL VV (W.11K~1~.LL GIAy VLl1lQ ;.:: x 4N~L VJ YYl~a~a. aAts0.t'.,vU ~a~ Uaa vvLila~'., Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall ._. __., ...a Section 11- 57-310 that identifies persons en@aged in invesrinent activities in Iran. Currently, the list`s available at the following URL: http://urocurement.sc.~ov/PS/PS-irandivestment.uhtm(J Consistent with Section 1:1257=310(81,--.,,,, j z~ the Contractor shall not contract with anyperson to perform a part of the Work, if, at the time you enter into a ~ ~~ ' subcontract, that person is on the then-current version of the Iran Divestment Act List ~ ~`' Immigrant Workers: The "South Carolina Illegal LnmiQration and Reform Act" requires all employers to verify the legal status of new em~lovees and prohibits employment of any worker who is not legally in this country and ~ authorized to work. Effective January 1, 2012, all South Carolina employers are required to enrioll ih the U.S. ~ Department of Homeland Security's E-VerifyproQram and verify the status of new employees within three°businessdays, using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the~emploaer or___ _ _ _..: _ ____ _ .__ ., . suspension/revocation of the employer's business licenses. Additions and Deletions Report for AIA Document A141'"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All Hghts reserved. WARNItJG: This AIA°' Document is protected by U.S. Copyrlyht Law anti International Treaties. Unauthorized reproduction or clistrihution oFthis AIA``' Document, or any portion of it, may result in severe civil and criminal ponaifies, and will he prosecuEed to the maximum extent possible under the law. This draft was produced by AIA software at 14:12:43 on 11!2012015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (7196251001) User Notes: PAPR - 004018 19 _ ,,_ _ - SC IlVIMIGRA.TION LAW. S.C. Code & 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will compiv with the requirenr►ents of S.C. Coda § 8-1410 et seq, and agrees to provide to the Owner any documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b~ the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor. Owner. ..------. _~_ _ .l. PAGE 37 .4 nrn ~~A~1TM ~nie ~.,w:w:.r ~,.~...:...,~.ion.,.:o,.t.. :f,.,,..,~ie*aa ~---~ Joe Defeo Chair of the ]3oard of F,ducation `, =~ 7 ~~d ~ j .: E ~ Additions and Deletions Report for AIA Document A141T*' — 2014. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA°1 Document is protected by U.S. Copyright Law and Intcsrnational Treaties. Unauthorized reproduction or clistrihution of this AIAm 20 Docwno~t, or any portion of (t, may result {n severe civil and criminal ~~enalYies, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA soflwara at 14:12:43 on 11/20/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1196251001) User Notes: PAPR - 004019 4 ~~ '~'! 11 ,~~ ' ' AIA, Document A141T" - 2 014 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the ] 9t1~ day of seNovember» in the year fwo thousand fifteen (2015). >x'i (!n words, indicule day, monlla and year.) j _. . BETWEEN the Owner: (Ncane, lCf,G~ d'7GItlS, uddr•ess and vlher infonttalionJ a .. ~ - Horry County Schools, South Carolina, a political subdivision oftlie State of Squth ~ it ; canpiecion. Tt,e aucho~ . CeI0~108. 335 tour Mile Rd ~ P0.13tix 260005 Conway; SL 29528 District Office Phone:843.488:6700 _ . ~~DITION5 AND D&LETIONS i The auChor of Chia document hae ad ed inEosmation-needed for may also have revised the Eext of the original AIA' ~atanaara fotni: irm aaateions ,j _.. _ r ~ - sc~aara eoi n ext is and the Design-Builder; (Name, legal.rlulus, address and other infaimulinn) available from the author.and ;should be_ reviewed. ~ FIRST['LOOR E1~IERGY POSITNG LLC, 333 Faycttevillc SI., Swte 225' _ Raleigh, NC 27601' ~ _ (per Owner's Request for Prtiposals No. 1415-9]) '1'hia document has important legal consequences. ~ ~~ Consultation with, an " attorney is enaburaged-with respect to-ite compsetion or moa~f~~ation j Consultation with ~n forihefollowingProject: (Name, loeullon and detailed description) _ New Carolina Poresf Middle School« Vi and Deletio~a Report that notes addadi information as swell es rev erne to the -.-, ~ j attorney rs-alaq encouraged with respect toprofeaeional licensing requirements- in cne jurisdiction anere the. PYojaCt is located. Note: references to Owner's Request for Propssals No 1415-91 include its addenda. "' ,' _ The Owner and Design-Builder agree as follows. ELSCPRONIC COPYING o£ any portion of this AIA` Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA OoaumeoC A1~1^ - 1019. CopyrLgT[ ° 1004 and 1014 by The AmetScan IneCitute of Architec[a. A11 ilghta re xved. NARNINai Thla AiA Doewknt is protested by v.e. copyright Lev end Intcemtional Tieatiee. Onautho[lzed re4~oductlon or Aietrlbutlon of thfe AIA` uocument, os any portion cu[eA to 4La mezLnun satpi~t Novetble under tba lnw. This draft wan of lt, mxy result In ee e civil and c[Sminal penaltles~ aoC vlll ben pxOGuced by AIA e0E[wdie a[ 1]~11:~] M 11/16/2015 Undez OYdCt No.D2J95B6]OB 1 which a%Hires on 07/14/1016, and 18 not IOY il6dle. (1)16]84115) Ocat Notea~ 1 PAPR - 004020 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 ~ t 6 CHANGES IN THE WORK ;.. - -.-..-.._---.--.-.- .-,.:-::,.-..f 9 i 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY i i i =' ` a 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS ANb DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT ~ } f ~ ~ }" 1 t ~ { { S j 3 3..... ~ _., '~ ,~ ._ _. .. . .. ,...~ °s c ,. 1~ ' " .,.,.,., ~ !. TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSUR,4NCE AND BONDS ._. .~ !...__ _._._ . -,• ~ ir f' ~ r ~ ~r ~ 3 t ~, ~~; ~'. ~ ;, j ~ 1 ARTICLE 1 GENERAL PROVISIONS i ;,.____ ( _._ § 1.1 Owner's Criteria ~-- • --- --- This Agrecmcnt is based nn the Owner's Criteria set forth in this Section l.l. (Note the disposition for die following items b~~ inserling die requested infa•malion ur a s1a/enrenl szrch us "not applicable" or "unhnoi>>n al time of execution. "If the Owner inle~~ds to proi~ide a sei of design documenl,s, and ihe. reyuestecl infornralron is contained in the design doc:anents, idenlrfj~ the design documents and insert "see Owner's design dnctnnenls" inhere uppropriale.J i~~ / § 1.1.1 The Owner's program for the Project: (Set fa•th the program, ident~~ docwnentalion in irhich the program is set forth, a• state llie nipnner• in which the program ti>>il! be developed.) ~ i «Per."Design 2equirements" published for Solicitation No 1415-91and .Desigo-Builder's Prowl to Owner pursuant to Solicitation No.1415-91 selected by the Ilorry_County'E3oard of Education nn November 2, 2015. ' 't ~ ~~i, j ~ 1 ~ TIA Document A1~1^ - 2011. Copyiigh[ " 2009 antl 2019 by The Nnneicdn InSCi CUte of ACChSCeCCa. All rlghte ree rved. HA WlI11C~ Thfe AZT DOCW~ont Sn piota~taC by U.L. COpy[SghE Law d~~C SnternetiO~al Tiedtlon. OndvthoiSzatl [epxOduCtio~ of tl1Bti1but1otl O£ t1116 AU DOCum¢nt, of any po[ti0~ of i[, may r null ins are civil and criminal Da~~nlLles, and will be proaecutnd to the maximum extent ~oouibla under t6¢ lay. This draft wxe produced by AIT software a[ 1]i41~Ji on 11/16/eu15 untlei Order No.02395BG)oe_1 whici~ ezpizes on 07/14/2016, and Le noC Eoi' r ogle. (1)96'189345) Ouer Notea~ Z PAPR - 004021 § 1.1.2 The Owner's design requirements for the Project and related documentation: (Iden~~ belotiv, or i~a an attached exhrbil, the docun~enlallon shat contains the Oiamw•'s design requirements, including any pei jormnnce specrficatiaisfor the Project.) ~< Per "Design Requirements" piiblishcd for Solicitation No, 1415-9t and Desiai~-Builder's Proposal to O~d~ier pursuaiit to' Solicitation No.1415-9 selected by the Hoiry Couuty Board of education on November 2. 2015.. L § 1.1.3 The Project's physical characteristics: (/denfify or describe, if appropriate, si<-e, location, dimensions, or other pe~7inent information, such as geotechnical ~•eporfs; site, boundary a~~d topographic surveys; ira~c and uliliry studies; availab!/ity ofpublic and pi~tvafe 2rtiliffes i_- - and services; legal descripliai of Jhe site; etc.) - - -.-.,.....-•-~-•:---.- ..' e Per "Design Kequiremeuts' published forSolicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No:1415-91 selected by the I3orry CouutyBoard ot';~ducation of November 2.2015.,: § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (/dentify the Oirner's Sustainable Objectii~e for the Project such as Suslainability Cerlrficajionl benefit to; the( environment, enhancement to the healfhand we!!-being of building occupants, w• impr•oi~ement of energy ~~c%ncy. if the Owner identifies a St~stairtable Obfective, incoiporale AIA Document Al4/T"~-20l4, Ezhibtt C, Susla(nab'le Prnfecls, into thrs Agreement to defrrte the terms, conditions and N~ork related to the O~aner:'s St~staina6/e~Ob,~ectire.) «Per "Design Requirements" published for Solicitation No. 1415-91 and Desit:~~ I~uilder.'s Proposal to Owner pursuant to' Solicitation Nn. 1415-91' selected by:thc Horry Couniv Board o'P'Edueafion on November 2, 2015., g ~.~s -,- .2 Consultants Contractors '' (, _.:,,.,.,..- _.,_.. ... ,_..... `. «Per Design-Builder's Yroposul to Owner pursuant to Solicitation No.1415-91,» .3 i i -- -----.. !, i( Per Design.-Builder's Proposal to Owner pursuant to Solicitation No:1415 91 >% ` ~ § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Ident{fy special characferrstics or needs of the Project not identified elsewhere, such as historic p~'esen~ation reguiren~ents.J ~ 'y i j 11IA Docuneat A1~1~ - 2014. Capy[Sght ° ~UO~ anE Y011 by The TmG[iCa~ Inetltu[a of Aic~ItectB. All il9hta sea rved. NAPNINO: Thle AL1 Deevment Ss peolected by 9.e, Copyclght Lsw enq Internutiooal TreaCiee, UnautDorSseE reproduction oc diptrfbuCion of tMa AIA Docvmm<, or eny portion oG St, may moult Sn gaver0 c1v11 and eximin~l peneltleo, an8 will ba pronacutad Co the mazlmum extant pouoibla under the law. Thie d[afC wee produced by AIA softwe Ye at 13~~1iJ7 OA 11/16/]U15 u~deY OYtlei N0.02J9586309_1 whlcll ezpie¢e OA 0]/14/2016, and Se not EoY Yesale. (1346]89145) Oaac Notea~ 3 PAPR - 004022 u Pec "Design Requirements" published ftir Solicitation No. 1415=91 (Summary of Services Required, Article 3) including all Host-occunancv reciuireivents i~ublished in tBe solicitation as amended bV addenda. § 1.1.10 The Design-Builder shall confinn that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or (awful orders of public authorities. § x.1,301 if the Owner's Criteria conflicts with applicable laws, statutes, ordinances, code, rues 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 shallexacute a7vlodiftcation in 1 accordance with Article 6. s - •---- - --- -- - —~ i ! § 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 E203TM-2013 to establish the protocols for the development, use, transmission, and exchange ofdigital data and building information modeling. + S § 1.2 ProjectTcam § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1:` i j Executive Director of Facilities (or a designee identified in writing by the owner) Hoiry County Schools Facilities Department, 1160 E Ijighway 50 Conway; SC 29526 <843.488.6965 » _ _.: i ,.., § 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: r"` ~ (List name, address and other information.) t ,.. { i c1 TteatSes. Onauthoeizxd xepioAuctlon or dlotributio~ of thla AIA Uocune~C, O[ any yortion o[ St, nay r cult in e civil and eclaloal penaltleu, and will DO ptouecuted to Che Aaztnwn extent poovlble under thu law. Thie draft wee pLOtlllCOd by AIA sof CwaLe at 13:91:37 On 11/16/2015 under O[tlez No. D]J9586208_1 Whieh expSzea un 07/14/2016, end Ss tw[ foe i sale. (13461893951 9~er Naleai 4 PAPR - 004023 § 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this 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: oragreements, either ., written or oral. The Contract may be amended or modified only by a Modification. 'the Design-Build Documents sfiafl entities, not be construed to create a contractual relationship of any kind between any persons or other-than the Owner -• . - t and the Design-Builder. i § 1.4.3 The Worlc The term "Work" means the design, construction and related services required to fulfip the Design-Builder's obligations under the Design-Build Documents, whether completed or paifially completed, and includes alI labor, materials, equipmentand services provided or to be provided by the Design=Builder. The Work may constitute the whole or a part of the Project. a ~ ~ ~'; ~ i § 1.4.4 The ProJecL The Project is the total design and construction ofwhich the Work perfor~ed under~the? Design-Build Documents may be the whole or a park and may include design and construc~ion~by the Owner~and by separate contractors. ~~ ~ ~ § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium''of exp[ession now knoyvn__ .._ or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials.- "'~ .:.. § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how,the ± Design-Builder proposes to conform to the Design-Build Documents for those podions of the' V✓orkforwhich ~he Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, produc{ data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. 4 § 1.4.7 Owner, 7'he 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 r behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these . agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill; and"$hill not ;, ' . be held to have undertaken to provide or perform any aspect of the Owner's performance of this ~greemen~ as 'design professional or specially skilled and knowledgeable consWction industry member or constiuchon managgr, aqd-'this principle applies regardless of the Owner's position titles or office division titles as may be=~applicable to s~uchl employees. 1 j § 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. for all or § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder _H... a portion of the Work, and is referred to throughout the Design-Build Documents as if singulgr in number. To the " ., extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. 1 ~ § 1.4.10 Architect. The Architect is a person or entity providing design services for the DesignBuilder for all ar a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisc}iction. The Architect is t referred to throughout the Design-Build Documents as if singular in number. 'i i i AU Docuaent Alf1^ - 1011. Copy[lghG a 200 aM 2011 by The American InetiCu[e of AYchltecte. All riBhGe re~~ived. HAWiINC: T6~5 AIr` poc~nent is protseted by O.B. CODY~iyhL Law and InCernetional Treatise. unauthorised reproAnetlon oc Oiatxibucion o! thin AIA Document, o~ aey portion o! St: aay z eu1G in e civil and Criminal penaltim~ end will bB psoeew[ed to CTa uuclmum est¢ne poaoibla mEex the law. Thla tlieft rae piaAUC¢tl by AIA BOEC~udtC 8C 1]41 ~3] o~ 11/16/RD15 U~Gei Osd¢[ No.O]39506208_1 wh1Ch e~tpirae on 0]/14/1016 and ie not Coi r eels, (13C67Bg395) Oeai Nokeat 5 PAPR - 004024 § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." ~ t s § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of tha Work.' ....,._.:_.. _,..._.: s § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar aay~'unless otherwise specifically defined. y 4 § 1.4.15 Contract Sum. The Conhact Sum is the amount to be paid to the Design-Builder fo'r performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS j j 's § 2.1 Compensation for Work Performed Prlor To Execution of Design-Build Amendment € § 2,1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Aineridment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: i ' ' ' - —` ~' (Inser( amoun! of, or basisfor, compensarlon, ~nchrding compensation for any Susfainability SereiCes,_o~ indicate the exhibit in which the information rs pr•oi~ided. IJ'd~ere ivi!l be a limn on the total mnaun~ of compensation for Work pegfa•~ned prig• Jo the execution of the Desrgn-Build Anrendn~eni, slate the amount of the limit.) zThe Design-Builder may invoice the Design-Builder may invoice the owner for (1) Preconstruction:estimating and' '. :bidding and (2) Schematic Design Work performed prior to the execution of the Design-Build Amendment. This 'amount is within and part of the price agreed in the Design-Build Amendment. The vests of competition in ':Solicitation No.1415-91 are not reimbursable.' § 2.1 number not used] § 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. The Owner will not pay interest on unpaid sums. This is a specific waiver oP requirements ofS.C. Code Ann. §§ 29-6-30 and 29-6-50. § 2.2 Contract Sum and Payment for Worlc Performed After Execution of Design-Build~Amendment~y For the Design-Builder's performance of the Work after execution of the DesigrnBuild Amendmerif, tlie.Owhe~~ shall ,. " pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build~mendment. i~ ~~`~ ,.-''a 1 ~ ~' ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT § 3.1 General ~ 1 ~ § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in thejurisdiction w}jere~the Project is located. Building Permit and Other Permits and Fees: No general building permit is required in accordance with 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide_mechanical,_ . electrical, plmnbing and other such permits which may be required far purposes of inspection at no additional cost to the District. Exce~ft for permits and fees which are the responsibility of the Contractor jn tltie Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, u~ility impact fees, permits, and such charges required for the successful completion of the work. ~! ~ 1 § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to aot on the Design-Bmlder's behalf with respect to the Project. _ _._ _ 1 ~ ; __ ' t t 4 R Axs nooum.n! a1t1` - 30U. copyright a soot a~M ~al~ by The Ameiiean IneCitute of AYchlteC[e. All eiyhte zeeervad. HARNIIiO~ Th1a Atli Document 1~ DYotected by tl.U, CODYzlght Lav mA International Treatise, onauthoflzetl rap+oGuetion or Glrtttibutlon o[ thLa AIA Docvnmt, or my Doition o! it, may c null Sn s cl~•il anA Criminal yeneltiev~ and will be pzoaecuteA to the waximum extanC pooalble ..Deer tae lax. Th18 draft vae produeed by AIA eoftv~a;e aG 13 41X37 an 11/16/R016 undaz OYdei No.0239bB620 B_1 which expieee OA 07/19/2016, and ie `wt fox iBCLle. (1116'/84345) Geer Noteo~ 6 PAPR - 004025 § 3,1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved ofthe obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder performs;Work contrary to applicable Iaws, statutes, ordinances, codes, rules and regulations, and lawful orders of pub ~c authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. ~. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform'any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations;ar lawful orders=-------- 7 of public authorities. If the Design-Builder determines that implementation of any instructidn rgceived from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws statutes ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall; notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to reir~edy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. i "i § 3,1.4 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions of;the Design-B4ilder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities; j j i performing portions of the Work. ( § 3.1.5 Cenerel Consultelion. The Design-Builder shall schedule and conduct periodic mCetirigs'with`the Owner to ,_.,_,. _.... _ . _ . . _ -! review matters such as procedures, progress, coordination, and scheduling of the Work. A .,. ., _.._. . § 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 Omer- ' understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other.,Gonsultants-• „::~"" are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obt~in ~ ~ ._. _ ~ j necessary approvals of governmental authorities having jurisdiction over the Project. C The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the~enfotoement and interpretation of ell the applicable codes and referenced standards on state buildings, including the District"s -. _. school facilities. -•' ~ "' ~ i § 3.1.8 Progress Reports ~ `,~ '' § 3.1.8.1 The Design-Builder shall keep the Owner informed of the pmgross and quality of the Work.~As ~staYed, in` the .-~ `~~ Design Requirements, the Design-Builder shall submit written progress reports, photograph$ of~Work in pi;ogre'ss, and other data to the Owner electronically, or through the Owner's option, project managementsoi~ware, showing.°"` s ` ~ estimated percentages of completion and other information identified below: .1 Work completed for the period; ~ ~ i .2 Project schedule status; ~ ~.,____„_,_, _ Submittal schedule and status report, including a summary of outstanding S~bm~ttals; .3 = ~ - ~ --.4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; °•-•- -.6 Pending Change Order and Change Directive status reports; _ `' ~ .7 Tests and inspection reports; .8 Status report of Work rejected by the Owner, rl / ;` `'~ ~'~ Status of Claims previously submitted in accordance with Article 14; .9 i .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 mangem+`ant , , .. .. data ,.___.software _ _. ._ _.. .~ requirements. lSA Docweent A111~ — IUU. CopyrighC ~ Y001 aM 201 by The AmeiiCan Ins[ltute o[ AiChitec[e. All right~ s'~secved. H~RFILNc; Shis r].~" uocuwenL Se pYotecCaA by 0.6, Copyi3pht Fav and Iaiarnatlonal Treatie6. OnautborSxeE raproAuctlon ar diaErSDution of tbia TIA Doeumeat, or any poction o[ SC, may r ou1C Sn severe e1vi1 and erlwlnal peneltieo~ and viii be psevacuted to tL~ naxLnum esstenC ponuSDla under the law. TSB draft Wae produced by AIA aoftwate 0t 13 ~41i3'! on 11/16/2015 under O[dei No.0339586208_1 Which e~[piYC9 OA 07/19/3016, flnC 18 not Eoi zaeale. (1396'184J45) Oaet Notee: 7 PAPR - 004026 In addition to the requirements of x_3.1:8. L_the Desi~-Builder shall_~rovide similar information .& 3.1..8.2___ ttuou si~ in-persou progress report presentations to the Horry County Board of Education each month during one of the Board's uublic meetings. ..~•• Formatted: Highlight § 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 infonnation a schedule for the Work. The schedule, including the time required for design ~ndConstructio», shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate i~tervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent requ~re€1 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 author~ties~having:jurisdiction--- over the Project. i § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with tha most rece~jt schedules submitted '-" to the Owner. § 3.1.10 Certifications. Design-Builder shall include in each Application for Payment a certification from;eac6 of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with resRect to the'documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with khe 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 pf 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 oftheirservices. _ - '" , .,~ § 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; &rid shall submit the schedule for the Owner's approval. T'he Owner's approval shall not unreasonably be~delayed or witfihe~d. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in.Section 3.1.9. ~, i (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect'the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to..any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (I reyiawed and approved them, (2) determined and Verified materials, field measurements and field construction critei i ielated theie~o, or wilC do so and (3) checked and coordinated the information contained within such Submittals wig the tequiiemedts 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 Submittals until the Owner or its designee has approved the respective Submittal. :' r~ s r~qu~re 1=== :.,.:.. .. § 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-Docutnents: -1'he 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 ba r0lieved of responsibility for'errors or omissions ~.. in Submittals by the Owner's approval of the Submittals, ,` i i. § 3.1.11.5 All professional design services or certifications to be provided by the Design-BtYild~r, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shallcontain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the 4 licensed design professionals, ifprepared by others, shall bear the licensed design profession'al's~written approval. The ` F 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. AII. Docwent Al{1^ - Y01~. Copy[1ghC ~ 200 and 2019 by The Me[ican Institute of AicMltecte. All zi9hty te~erved. WAWRNG: This AU Ooc~unent is protected by O.o. Copyright Wv and International YYeaties, onautlwsized reyTodneCion oz dto[ripution at Chie nIA Document, or dny 4ortlon of 1[, may r salt 1n s c1v11 and eciminal yenalCieD~ and viii be prosecuted Eo the marz/mvm eutent possible under Ch¢ lay. Thle A[eft vas pzaOUCpd by AIA eoEtwaee at 13:41137 on 11/16/2015 under O[dei No.03]9586208_1 which expi[es o~ 07/14/2016, a~ is not Ioi ieaele. (1J46'184945) ~ 09eC NOtaO~ 8 PAPR - 004027 § 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 Docmnents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by,~abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper ppetation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.].13.1 The Design-Builder shall pay all royalties and license fees. % i -- -- -- ~ m # t § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights a~d patent rights and'shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular;manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Cpferia. However, if the Design-Builder has reason to believe that the design, process or product required in the Qwner's Criteria is an infringement of a copyright or a patent, tl~e Design-Builder shall be responsible fot such loss'unless such information is promptly furnished to the Owner. If the Owner receives notice from a patentior copyright owngr of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give promp~ written ,__. .. ..:..E 1.....__..,... i notice to the Design-Builder § 3.1.14 Indemnification § 3.1.1A,1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents end employees, from and against claims, damages, losses and expenses, including but ` not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent eausedby the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone diceatly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construYd to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exit as'to. a party or pe4rso~ described in this Section 3.1.14. [ i t § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. § 3.1.15 Contingent Assignment otAgreements r" `' ~'` § 3,1,15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, proyid~~that ` .1 assignment is effective only after termination of the Contract by the Owner for oause, pursilant to` Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts ~y written notification to the Design-Builder and the Architect, Consultants, and Contractors whose a Seements aye accepted i ~ _. ~ `• for assignment; and ~~ ,2 assignment is subject to the prior rights of the surety, if eny, obligated under~bond relating to the ~ ----_ _ Contract. -- -' When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's.rights and •• ..... -•"' _. ,_ _. obligations under the agreement. s I `"~., § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the '-: `j ,? assigned agreement shall be equitably adjusted for increases in cost resulting from the susp~nsi~ n. ` i § 3,1.15.3 Upon such assignment to the Owner under this Section 3.1. ] 5, the Owner may fu{ther assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design builder orother ~ entity, the Owner shall nevertheless remain legally responsible for all of the successor des~~ builder s or other .- --~--•...•-~-.. -. -entity's obligations under the agreement. rved. NARNit:c~ ThLc AIA nocumanC AIA Document ]141^ - 201 . CopyrigF[ ~ 2004 and 2D14 by Tha Mezlcan Institute of Architects. All zighta r !a protected by v,e. CODY~19ht Lav sad Internatioval ]'r'` Owner shall promptly notify the Design-Builder ofsuch deviations in writing. The Construetios Documents shall not modify the Design-Auild Docwnents unless the Owner and Design-Builder execute a Modifca~ion. The failure ofthe Owner to discover any such deviations shall not relieve the Design-Builder of the obligation toperform t~e V~ork in ; _..._. ,. , ,_„ _ , , _,_. _,,._..__ _: „ ,,. accordance with the Design-Build Documents. § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to - • -RegulatoryAgencies as a poRion 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 commence prior'fo execution of. the Design-Build Amendment. P ? ~{ § 5.2.2 If the Owner and Design=Builder agree in writing, construction may proceed prior tQ thF execution of the i Design-Build Amendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal i :. .:. .. ...:. .. _ .. ...._ _. _. : A i § 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, sl k f AIA Doeumeut A141^ — RO1~. Copyright ~ aoo9 a~M 2019 by The Marican Inetitu[e of Acchitecte. T11 rlghte ce red. WAWIIAIO~ Thls AIT ~oewneot Sa DiotaetoA by O.G. CODY~'Spht Lav anA iulernetional Tieatie~. OnauCOo[ized cepro0uctlon ox din[ilbution of Chia AIA Docwoent, or any BorCion civ11 and eriwinal pemlttes. and v111 be pzoeecvted ko khe maximum axCmt posnible under Che lair. This draft wee 10 oL lt, way r ¢ul[ in e produced by AIA sof twatee at 1];41137 on 11/36/2015 Under Oxde[ No.0119586]08_1 Which expS[es on 07/14/1016, antl ie no[ fo[ xeesle. (13~6'/Bg345) Oea[ Notea~ PAPR - 004029 sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. iMaintenance of Record Drawings: The Contractor shall maintain at the worksite one {1) record copy of the Contract Documents including approved changes in good order and marked currently tb record changes and selections made during performance of the work. A copy of submittals accepted by; the; District shall also be maintained at the worksite. These items shall be available to the Architect and District wlien present at Ekie worksite. When required by the Contract Docwnents, the Contractor shall provide record-drawings on all - - ~ increments of the work such as, by way of illustration and not limitation, plumbing, elec'tric~l, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shat( furnish an electronic and paper copy of record drawings of "es-built" detail to the Architect at final completion ~~Of all work, excluding punch list items as required by the Contract Documents. ~-ProTessional Certifications: When professional certification of performance criteria for ~aterials, Systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and ~ ; i completeness of such calculations and certifications. r 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 fhe Contract Di>cuments, including any changes, at all times and in all respects. The program shall include providing daily-supervision and• conductingfrequent inspections by the Worksite Superintendenl(s). x 7. Canpliance 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 follo{wi~'gi A. Title VII of the Civil Rights Act of 1964, as may be amended. B. Age Discrimination in Employment Act of 1964, as may be amended. !: "" :. ' `" ~ C. Title I of the Americans Disabilities Act of 1990, as may be amended. - ._, `` i D. Equal Pay Act of 1963, as may be amended. •} E. Fair Labor Standards Act, as may be amended. ,._. ~ F. South Carolina Wages Act, Code 37-10-10 et seq., as maybe amended. ~ G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. .'t The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national origin except when such condition is a bona fide occupational ~: qualification reasonably necessary for normal operations of the Contractor. The Cpntractor, in '~ll }t,-:' solicitations or advertisements for employees, shall state the Contractor is an "Equal OpportUnitY Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants ~'or'employment, F`~~ notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this s i 's ~ paragraph in every subcontract or purchase agreement of more than _:... ..,..~.~:~ ~_. . ,_ .._. ,._._, i $10,000. i Employment Taxes and Benefits: fie-Unless natter order from the Internal Revenue Service or Soutli Carolina state government, the District ske~l-does not withhold from the contract payments any Federal or State,income:Yaxes, or any employment-related taxes normally withheld on the Districts employees. Further, the District shall not' provide any employment related insurances or other benefits such as worker's compensation for She benefif-ofany l 'Y Contractor, subcontractor or supplier employees. t' v ~ l '~ 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 ~nateiials 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 }he §ubstanHal completion f f-Werk{~~FetlriF~J}or_the duties,,, date. The Contractor shall not change the Project Manager ' and status of the Project Manager during the course of the project without approval of the District. A211 DOCluunt A111^ - 2011. COpytighC ~ 2004 atM 3014 by Tha Amaciean [netitute of Archltecte. All rights seaerved. W11W1II~G; Thia AI/i Document Sa D~otected by V.G. Copyright Lav and International Treatiao. Onavt6orized ~eproEuction oc 8letribution of tMa dTA Document, o[ any dortion elvil anA ,le ofencumbered, (less " amounts withheld by Owner) have. been paid or otherwise satisfied, (2) a certificate evidencing t at insurance:required - - • ---! by the Design-Build Documents to remain in force after final payment is currently in effect (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, fo final payment, (5~ as-constructed record copy of the Construction Documents marked to indicate field changes end selections made during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) Required by the Owner, other data establ fi shing payment or satisfaction of obligations, such as receipts, or releases anil waivers of liens;;claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as nay be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or v~ork'for the Design-Builder, refuses to famish a release or waiver required by the Owner, the Design-Builder may fur~ishg 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, theDesign-Builder shall refund to the Owner all money that the Owner maybe compelled to pay:in discharging such.._ i liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. _:I § 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, uponapplication.by the Design-Builder, and without terminating the Contract, make payment of the balance due for th8f ~portion:of jhe Work fully completed and accepted. I£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 ~yritten consent of su~ety~to payment of the balance due for that portion of the Work fully wmpleted and accepted shall be subm Ued by th~ 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; 1` .3 terms of special warranties required by the Design-Build llocuments; '~ ~1~' .4 post-occupancy services to be provided by or through the Design-Builder fjy 1 ~ § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-~uilder except those previously made in writing and identified by the Design-Builder as unsettled at thg time of final ; Application for P&yment. ~ j.:..::...,. ,: .: ~ )_ _..... . _ _ .a ~— - - •~-ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safely Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and -. ,: programs in connection with the performance of the Contract, T .._ ,' l `~ § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasor{abl~ protection to prevent `~ damage, injury or loss to 1 ~ .1 f ~ employees on the Work and other persons who maybe affected thereby; ' .2 the Work and materials and equipment to be incorporated therein, whether i j sto~ge on or off the site, under care, custody or control of the Design-Builder or the Architect, Consultants; or Confractois;of" "! { other person or entity providing services or work for the Design-Builder; and---- --.:.,,.-.--.:-.: ..:. ..... . ._ AIA UDeumenC A111" - 303{. COpyilght ~ 2004 atW 3014 by The AwaiSca~ Snstitute of T[chitectn. 1111 ilyLte re ivad. MAgMIItG: Thle AIA Document is DYoleetnd by 0.6. eoDYTight Lsv and International Tiestieo. Onautl~orized cepropuCtion or diatiibu[1on of thin AIA Ooc~menC. Or any portion of 1!, may reeult in a civil sad C[iminal peneltleu, and v111 De proaecvlaG Co the mNclmWn utene poeeibla unAOY the lay. Th1e draft was peOdUCBd by AIA softNaie at 13:i1~3'! OA 11/16/2015 updei Oidei No,03J95H620B_1 which expiiee o~ 0]/19/2016, and fie not for c ante, (134670935) Oeet Noteo~ 24 PAPR - 004043 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. § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and ot}iar warnings against hazards, promulgating safety regulations, and notify owners and users ofadjacent sites end-utilities ofthe ----i safeguards and protections. j 3 § 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 o~`i such activities under supervision of properly qualified personnel. "` _-•' § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or lost insured Snder property insurance required by the Design-Build Documents) to property referred to in SectionsE10.2.1.2 apd 10.2.1.3, caused in whole or in part by the Desi6n-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 10.2.12 and 10.2.13; except damage or loss attributable to acts or omissions oFthe Owner, or anyone directly or indirecNy employed by the Owner, or by anyone for whose acts theQwnec 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 superiptendent unless °''" ,... ,.: "` y otherwise designated by the Design-Builder in writing to the Owner. ~ 1 } ::.: § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded`so as to cause.demage~or ~.~_ create an unsafe condition. § 10.2.8 Injury or Damage to Person or Properly. 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 otherparty within a reasonable time not exceeding 21 days after diswvery. The notice shall provide sufficient detail to enable-'the other: r ~~ ;•" party to investigate the matter. f f` ''~ ~ " § 10.3 Hazardous Mflterials ~ '• f' § 10.3,1 The Design-Builder is responsible for compliance with any requirements included~in the Design-~uiltl Documents regarding hazardous materials. If the Design-Builder encounters a hazardous material or subsfancC not addressed in the Design-Build Documents and ifreasonable precautions will be inadequatefto prevent foreseeable _ ., bodily injury or death to persons resulting from a material or substance, including but not lijniced to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design~•Buildershall; upon — recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the servjces of•a'licerised 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. ~Jnl~ss otherwise required by the Design-Build Documents, the Owner shall famish in writing to Uie Design-Builder the nfit~es and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable obJecfion fo tfie' persons or entities proposed by the Owner. [f 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 f J hU Docmmt A1~1' - RO1~. CopyYlgh[ d ]009 and 3019 by The Ame11Cd~ IneClCUte of AiChlCeCte. All right! zaeeived. MAANStiGi Thi9 AIA Document Uocummt, or any poctioa 1a Drotey r salt ins ars civil and etiwlnal penalti¢e, an0 viii be prosecuted to the waximum extent poaeible under tha lay. Thie tliaYC wde pIDdUCBE by PIA BO[CNdYp GC 1]:9113] DA 3]/16/3015 11t1dC[ OCdei ~0,02J95B630B_1 which ¢XP31E9 Oft 07~14/]U16~ and 1B POC Eoi r cel¢. (13<6784395) deer Notes 3,2 PAPR - 004051 § ]5,3 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 ofdelivery to, the last business address known to the party giving notice. Wiitten 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/orr,project management software used by the parties for the project. § 15,4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and re"~ne~ies available r thereunder, shall be in addition to and not a limitation ofduties, obligations, rights and remeiies~otherwise imposed or ----available by law. 3 § 15.4.2 No action or failure to act by the Owner orDesign-Builder shall constitute a waiver:of aright or duty afforded constitute approval of or acquiescence in a breach them under the Contract, nor shall such action or failure to act thereunder, except as may be specifically agreed in writing. 3 ~. § I5,5'Cests and Inspections 4 § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required`by'.the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of qublc authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspec,'tions and y approvals with an independent testing laboratory or entity acceptable to the Owner, or withthe~appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder,shall give the_4wnec_.. _ timely notice of when and where tests and inspections aze to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until _...-.- " F 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. .... i § 15,5.21f the Owner determines that portions ofthe Work reyuire additional testing, inspection or approval n~t ~ 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'shallgive timely.no~ice';to the Owner of when and where tests and inspections are to be made so that the Owner may be present far such ... ~` {-..,._, `" '"` procedures. Such costs, except as provided in Section 15.5.3, shatl be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections I5.5. I 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 r' ~. ~' necessary by such failure shall beat the Design-Builder's expense. r ,~ ,,. ~::, ` 1 § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required~by the Desigd=Build' S ~ ~` Documents, be secured by the Design-Builder and promptly delivered to the Owner. ] ',' i § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build DocumentsE thefOwner ? ;,,, _ ____ .._ _ ~ will do so promptly and, where practicable, at ttie normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be rdade promptly to Qvoid ---~ unreasonable delay in t11a Work. .. . § 15.6 Confidential Information If the Owner orDesign-Builder Vansmits Confidential Information, the transmission of such Confidential Information,, wnstitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to •.. transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person of en~ity except as set forth in Section 15.6.1. _. _ _ ` =, i § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information~as iequi~ed bylawor court order, including a subpoena or other form of compulsory legal process issued by a court or.gouecnmental entity. -- _ -` A party receiving Confidential Information may also disclose the Confidential Information to its employees, AIA DOCuneot A1~1~ - 701 . Copyright ° 2001 enA 3014 by The American InstiCute of A[Ch1CeCCe. A31 rlgfita reserved. NARNSNO: Thle AIA Axmneat is protected by V.6. CopyclgMt Lev and Znternetioaal Trapeiee. OmvtAor3zad reprodvCCioq or dletribuHon of lhiu ASA Document, or aey po[tlon civil end Criminal yeualtiee, and v111 be ptoaecuted to the gaxiwuni extent poeeiDle undeY th6 law. Thie OLeft Nas o! St, may reeulG So a pYadUCOtl by AIA aoEtw siae flt 13 ~41~]'/ on 11/16/2015 und¢i O[dfl[ N0.0239506208 1 wh1Ch e%p1tB8 0~ 07/14/2016, and is noC fOi iaefll0, (1396799346) DBeY NoGee~ 33 PAPR - 004052 consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. } 's § 15.8 Interpretation ~ j § 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 --, -: -~ s appears in another is not intended to affect the interpretation of either statement. i § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. ~ ~ -` Conduct ofthe rlr{•hiteeN-s-Desieu-Builder's Principals, Employees, Agent and Representatives ; r The safety and security of District staff, students and the general public are of utmst priority to tt~e District To that end, the tkrel3itec~-Design Builder shall be responsible for ensuring compliance ~y ttie`""~,r~'`~.,~~Dbsien " "' Builder and any employees, agents or representatives or subcontractors of the tlt~ekiteetD~sign-Builder,.including.,:_.. all Design Consultants, to the following: A. No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is-an' ..< _... existing occupied building. ~.__ No fraternizing with,.threats_to, or use of abusive or profane language in the~resence of shidents, ,parent, __.,..-- Formatted: Font color: Auto visitors, or District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy, Violatipns~of eoccurrence to the individual responsible. such policy shall result in a civil penalty of up to $ I,000 per eeee 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 dlrt~teet's Design-IIuilder's Principals, employees, agents, and representatives. and subcontractors. performing work on District property and wntrac(ually require the same of all Design Consultants, their employees; agents, and _: ~ rePresentatives. No em P toYees, aBents or reP resentatives, or subcontractors, of the {tra~ttceE,and Design ,,~,~Builder having committed violent crimes, crimes against children, or crimes Qf moral"turpityde are,~ ` allowed access to the DistricPs premises. Such SLED criminal background checks s(~alljbe mainta3ned`on~le A-Design C-e+~sH#inn~Bttilder and made available to appro~riate in the offices of the F } ~ f ~ 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 representa(ions o£~fie design of the Project among the D e s i g n B u i l d e r' s promotional and professional materiels. The D e s i g n B u i l d e r shall be given reasonable access to the completed Project to make such representations. The DistricY'sliall provide ..,, professional credit for the Architect and D e s i g n B u i 1 d e r in the District's promotional materials for.the:Project. The Architect shall not make any representations in promotional and professional ma#eri~ls other than the'` identification of the District without the Districts approval of the written copy prior to submission, printing and ~ ~ ~~ distribution. This condition shall survive termination or completion of this Agreement. E j r Drug-Free Workplace j ~,. . -.. .. .... :_ _..._.___..__. . ~ _..t t f The Architect and the Architects 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 TIA Doeuuea! A1~1~ - 301 . CopyrlgM1t ~ 2004 and 301 by 'M~e American InBCSCutB Ot AiChitects. All rigDte raeerved. NANaSNa: 2hiu AlA' Docvomt i~ DroCeCtaC by D.6. CODYrlghe Law era soee=~ecson.i a:.aciae. o~.~enorx:.a reprodueeion or dlatributlen of this AIA OocumanC, or any poction of St, may result Sn eevare civil and eziminal penalLieu~ and will be ➢roaaauted m the maximum ~tenE Doealble unGer the law. ThSB dYBft waB produced by AIA colCware at 13~i1~3~ on il/16/4n15 antler order No.0239596208_1 Which e~izee on a7/1~/3016, antl Se nOt Eor r sale. (1J46~B~]45~ Oe Or NOteSt ~4 PAPR - 004053 to 'fiUe 44, Chapter 107, § 44-107-10 through § 44-107-90 of tha South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the 4xtent that the book's and w "~ records relate to the performance of this Agreement and shall include all pricing and Change Order ~m..,~6•r~:, data. Such books and records related to the work covered under this Agreement shall lie maintained by the Architect for a period of not less than tluee (3) years from the date of final payment to the; Architect under this Agreement. This requirement shall also apply to any Design Consultants performing serv~ces under the Architects direction. - .. ,i The Office of General Services o£the State of South Carolina, or any auditor under conffact~with the District has the right to audit the ArchitecPs records related to any Project incorporated under this A'gregment during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hou"r~ of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreemeht. `, ~ ~ Traffic Control On-Site and Off-Site; The Ge~Nraete~-Desigi-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the Sou Carolina De' artment of Transportation. The worksite shall be confined to the smallest area possible sllowing~mazimum us~ ofjstreets, sidewalks, parking areas or other pedestrian areas and reduce to a mmunum any hazard to traffic or pedestrians. The' "`" "i fent~t+eteFDesign-Builder shall use worker and traffic control signs and devices necessa'ry_.to. comply_with..Section:.. _....... VI of U.S. Department of Labor, Federal I-Iighway Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, ,_streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to an'y extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The -workers ~o _--` .. ~ designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The f-trntfeeteFDesian-Builder shall designate a competent individ'ua( at the ,worksite hose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA,constivatign j of@ty standards and requirements. The competent individual shall serve as spotter where there is exposure of pedes~ians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety battlers are in an upright position to prevent ingress and egress to "lay down" areas or work areas by unauthorized individuals. i Licenses and Permits: During the term of the contract, the Contractor shall be responsible .,~o[ .obtaiping ,ani~ maintaining in good standing, all licenses (including professional licenses, ~ifany), ~errr~its, insper~tio~hs;and ,. related fees for each or any such licenses, permits and/or inspections required by state, county, city o~ ot~ier,.~•"~ f` government entity or unit to accomplish the work specified in this solicitation and the contract. i Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] ~oard pursuantito Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the.. - following URL: http://procurement.sc.eov/PS/PS-irandivestment.nhfii(.l Consistent with Section 1 I -57-310(B), the ' Confractor shall not contract with any person to perform a part of the Work, if, at the time you enter into a subconfract, that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to Verily the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized to work. Effective January I, 2012, all South Carolina employers are required to enroll in the,U.S. Department of '! Homeland Security's E-Verify program and verify the status of new employees within three busi~iess days, using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employed or suspension/revocation ~~ of the employer's business licenses. ; ~ {r SC IM1~4IGRATION LAW. S.C. Code § 8-14-QO Compliance: Design-Builder certifies t}iat tt~.e,Design-Builder will„ comply with the requirements of S.C. Code § 8-14-10 et seq. and agrees to provide to the Owner any documentation required to establish either: (a) the applicability of that chapter to the contractor, subconUactor; and sub-subcontractor, or (b) the compliance with this that chapter by the contractor and any subcontractor orsub-subcontractor. AIA PoeumaOt Alf1^ - 3017. Copy[ighe a 7004 antl 2019 by The American InetStuto of Ate~itacte. All rlphka se9erved. HAFlfINA: ihie AU uocunent is pcotactuC by 9.8. Copyright LeM mA InCernptional TtaaCieu, Onauthorized raproducEion or distribution of !hi¢ AU Document, or any portion of it, n0y r aui! So e a C1vi1 and etlminal penaltrea, and will ba prosecuted to the maxLnum entent ➢oBeible unCei the law. Thle tlzaEt was 35 produced by AU eoftwaie et 13X91:37 on 11/16/2015 unOer OYdeI No.0239586]OB 1 Mh1Ch eXplree on 09/]9/2a16~ atM ie no[ for zeeale. (1396'!89395) Oaei Notest PAPR - 004054 Business license, insurance, and bonds must be obtained prior to issuance ofa Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Agreement voidable at the option of the Owner. ARTICLE 16 SCOPE OF TEIE AGREEMENT •-`<. § 16.1 This Agreement is comprised of the following documents listed below: ,1 AIA Document A141T^L2014, Standard Form of Agreement Between Owner arfd Design-Builder .2 AIA Document A141T^t--2014, Exhibit A, Design-Build Amendment, if executed ~ } .3 AIA Document A141TA1-2014, Exhibit B, Insurance and Bonds z .4 O~~mer's Request for Proposals No. 1415-91 (with addendal and Design-Buil~ler'sP~oposaito the satrie ~ ,- ----as accepted by the E)wraefHarry County Board of Education. .S PosbOccupancy Requirements stated in O~~nier's Request for Proposals TSo. 14] 5-91. ~------- Formatted: AIA Body Text Indented This Agreement entered into as of tha day and year first written above. .w.~ OWNER (.Slg~mltu•eJ -- Jolm K. Gardner, Chief Financial Off cer (Printed xan~e and Title) ~.. i DESIGN-BUILDER (Signafin•e) ~ i _ _i «Kobert Ferris, Authorized Member j (Printed name and title) ~ r i i .,,_.._ ; ;...,,.,_...,_. . .. _. , i _—__.~--~------~—... . . C 4 e l t _ I r ~ } ~,.^`'.: ,i ~ r •: ~.._,._.... . .... .,. ::...:,_.~... ........ ..... ..:i AIA Pocumant A1~1" - 3011, capyrlgh[ ~ 3001 and 2014 by The Ametiten Institute of A[e6iteete. All righke rue~vad. H~IWINa~ TLSn .~L~' ooaumant Ss pYOCacCeA by o. o. Copycitrht Lev and ZatarnaEional Tz in the year «two thousand fifteen s>i (the "AgreemenC'~ (%n words, indicate da~~, month andyear.J . _. _ __ -._~ EDITIONS AN31 DELSTION6 ~ ~Tna anchor of tni9 dowment has added information ueedod for its completion. 3s'he author may also have /of the folloWing PROJECT: (Name and (oculinn or addrecsJ New Carolina Forest M~ddleSchool per Owner's Request for Proposals No. 1415-91and tiie Design-Builder's proposal to the Owner pursuant to 0~a~ncr's Solicilntion No. 1415 ' '91 _ - j ~ ` - reJised the text of the ~ori:ginal Al~etandard Eoxm. ~An ~Add~tion and Deletions fxepore that~noeea aaaea ~in~ozmation3 as j well as ~re,ieions tp the standard ~fotm.,text-ie avaiJ.able..from Ithe author and should be .. .. ..... . ::. _.~ `reviewed. 'i'hia document has important legal consequences, ""' coneulcation wiEh an,.,. "" THE OWNER: (Name, legal xlalut• and uddres,+) - attorney is encouraged with xeepect to SYs F~om~letion ~o= modif ication t - HorryEounty Schools, Sout]i Carolina, a political subdivision of the State of South Carolina. 3351~our Mlle Rd. Conway,SC 295286 1 ' ~ Con9ultation wiCh attorney-ie also edcouraged with res ecE to._ '~^--, proEesaional licensing, ~equirementa is the THE DESIGN-BUILDER: (Name, legal slulus and address) _._ .__, _. . . . ,, FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 22S Raleigh; NC 27601 The Owner and Design-Builder hereby amend the Agreement as follows. jurisdiction where the Prpject ie'located. .,., .. ''t .. iJ ` r,,. .~ i ~ ! ~ t/ :;'~ ~ ~--' -" ~-' "~_'-" TABLE OF ARTICLES A.1 CONTRACT SUM -.-••~ r'{ A.2 CONTRACT TIME A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 DESIGN•BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS A.5 COST OF THE WORK ARTICLE A.1 CONTRACT SUM A.1.1 The Owner shall Pa y the Design-Builder the Contract Sum in current funds for the Design-Builder's performance ofthe Contract aRer the execution of this Amendment, The Contract Sum shall be one of the following and shall not include compensation the Owner paid the Design-Builder for Work performed prior to execution of this Amendment: _ ~ `~ ( HLBCTRONZC COPYIIttl of any portion of this aiA Document eo soother eiactronic file ie prohibited and constitutes a violation oe copyright iaw8 ae set Forth in the eooear of this document. TIA DocwnanC rl~l^ - 7019 E~Sb1t r. Copy[Sght ° 1004 end 8019 by The AmeYiceh IneYitute of ArchltaCte. All ~lp6te [sae ved. NANIlINO. Thls AIa Docunenc is protected by 0.8. Copy~lght Lew end latainetienel T[catf ca, U~auCAociied repeoEUCCiOn o[ Alptelbutlon o! Chie AIA Clvll And celmlpal penal[186. auq w111 be proalCnted w th! mr:lvw0 est~nt yoaa141e ogonMn[~ O[ eny poYtlon O[ lt, tniy YeeYIL 1A B e~War the Isv. TISe draft vas Br~Ced by AIA ¢eEtvare eC 14:4]:16 m 1Z/OZ/]O1< under OiAer No.0551642066_1 which expires on a6/23/]015, and Sa not Eot resale. (110153'1406) Deer Notea~ 1 PAPR - 004060 (Check the app~•oprrafe box.) [ a.;X» ]Stipulated Sum, in accordance with Section A.1.2 below § A.1.2 St(pulated Sum § A.1.2.1 The Stipulated Sum shall be t %) on tha Work. Pending final determination of wst to the Owner of Changes in the - Work, amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement; AI11 Doeuwan! 111 1" - 701 Exh161C T. COpy[Sght ~ ]009 and soiq by 'ftie xmerican Inecicute of h[chiteCtB. All zl9hte ro [vnd. WTIWIHO: T11p AID Document Sa proEe in the year nvo thousand fifteen (2015). >i (In words, indreale duy, month and yeas•.) BETWEEN the Owner: ~OlY!¢, egu s~u~us, a re.rr un o~ er in nrmalion 'AUDITIONS hND DSLBTIONS e The ~auGhor o£ this document has ad ed information needed for `~ 'its completion. The author may also have revised the Horny County. Schools, SouUi Carolina, a political subdivision of the State ofSoutfi' C&Tolltla: ~teiit of the original nia 335 Four Mile Rd ~ PO I3ox 260005 ~etandard foyin.{An Additions an~ ueletto~a keport that ;notes added~`in~ormation ae ~wel~l ae rev}sibna to the ~'Ot1W2y SC 29528 DI'Strict Office Phone 843.488,6700. and the Design-Builder. (Nome, legal a~lalus, address and other inrormalionJ FIRSTFLOOR ENGRGX POSTTIVE LLC, 333 Fayetteville St„ Suite-225 R11Cigh, NC 27601 ~etanaera Sohn text to lavailable.f~'om bhe author and should be reviewed. ~ _. C. - _-- . _ ... ._ j 'rhia 3ocument has important ~i i ~ legal consequences. ~ ~ eonsuication wish _an attorney is ,encouraged. with zespe~tto'ita gOmpl'etion or moaie~~ac~o~:'"' ~ for the following Project: (Name, foca~ion and detailed descrip~ionJ ._ _._.. New CarolinaForest 1vliddle Schoolii (per Owncr's Request for Proposals No.' 1415-91) ,_~ i yConsultation wiNh ar. attorney is~.alad encouraged with respect to ~rofeasional licensin g re'quitements` ~in„ the 3uriediction where the Project is located. Note• references to Owner's Reques(for Proposals No. 1415-91 include its addenda The Owner and Design-Builder agree as follows. ~ i_ j' `~ S,%' ~,. ~ _ 1 SLBC!'ROItIc coPYxNG of any portion of this AIA Document to another electronic file ie prohibited and constitutes a violation of copyright laws as set forth in the footer of Lhis document. ~ zoos aoa aoi< ny ane a~~:t~e~ mses~~~e of Aechitects. All ciphte ieeerved. HARNIIIai Thlu PIA uocu~uEn[ AIA Doaumevt 1111" - R01<. Copyright is protacC50 by ~.e, P~py[SBhI Lev end Sntern.~Clonal SreaCiee. Onauthocleed zap[OduCt1M or ~iecributlon n[ this AIA~ DocuaenL, et any portion of it, Denys s~lE in fevC[e civil nn0 cii~LLnol penal Cles, aaJ will he prouea~CeA to tl~b mezimun extent peaelbin. and^r the law. This draft wne p[oduced by AIA software eC 1]i<1 ~J9 on it/lfi/2015 under Order No.O]195863U0 3 which expizes on 09/1 /]016, and is nat f0~- t sale. (1]96)B4J951 OaeY NOG89~ ~. PAPR - 004065 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 {' q i F __— .._,.. __.. _..~ y 6 CHANGES IN THE WORK ~ 7 OWNER'S RESPONSIBILITIES ' `! B 71A9E ~. 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 3 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 z ! ~ j~ ~ <_. ,__... ., _, j f ~ ..,,. ~" -. "~' ...,., ~ I t ~. g __s . ~~' i ;, TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS .' '. '~ .~' ,~it~f ~ ,. ~ s ARTICLE 1 GENERAL PROVISIONS ~ #_v.._,_..._.__i § 1.1 Owner's Criteria ' - - -- - ~ -- • •'Phis Agreement is based on the Owner's Criteria set forth in this Section 1. L (No~e the disposition for the ja(To~t~ing items by i~tserling the requested infor•mulion ar a statement ,such as "ltot applicable" or '9rn/oioivn a! dime of execulio~~. ° /f the Owraer intends 1v provide a.re! nfdesign docuntenLs, and-the. requested information it contained rn the design docttnrenls, identify the design docun~enls and insert "see Oinnei~'s '' design documents" where app~ropriale.J ~ I 1 s - § 1,1.1 The Owner's program for the Project: (Set for(h the program, rdenlifj+ doctaraenlation in i~~hich the program rs set forth, or slate fHe manner rn irhic% the program frill be dere(oped.J ~' ~ 3 «Per "Design Requirements" published for Solicitation No, 1415-91 and .Desfgn-Builder's Proposal to Owner pursuant to Solicitation No 1415-9P selected by the Horr~Count~I3oard of Edncntion on NovetnUer 2, 2015. rved. HAPIiit1O: Sh1s AIA ~oeumont AIA DOc4Alnt A111^ - 301 . Copyright P 2D04 antl 2011 by She luneeicen Institute of nechitecta. All rlghte x Ifocuiaeat, or any portion Ss protected by D.s. CeP1'=Sgh[ Law and Intuxnat3onal 9Yeatieo. Unauthorlsetl xeproCuction or dintrib~tlon of thin AIA civil antl criminal genaltiea, anA w111 be pxovecuteQ Co tCe ma>lmwa e~R.ent ponoiDle under [he 1av, ThiB draft wee a[ iE, may t Ault ins p[OduC2tl by ILIA BUEC~'/G[8 et 1]t<1:J"! OA 11/16/3015 U(1dB[ OitlCC N0.0239596]08 1 NhLCh ¢xpifee oft 07/]9/2016, 8nd 18 ibt EOI Y eL1C. (1J46"/B<395) Dear Notea~ 2 PAPR - 004066 § 1,1.2 Tha Owner's design requirements for the Project and related documentation: (/denims below, or• rn an attached exhibit, the docuntentafron that contains the Oi~~ner•'s design reguireme~tls, including any performance specificationsfor [he Project.) «Per'"Design Requiremciits" published for Solicitation No: 1415-91 and Desi~u-Builder's Proposal to Owner pursuant to Solicitation No 141.5-9 selected by tl~e Horry Counh~ Board of Education on November 2, 2015. 1. i 3 § 1.1.3 The Project's physical characteristics: (Jdent~ or describe, ifappro~sriafe, sine, location, dimeruio~~s, or other pertinent information such asgeolechriical repor•Is; srfe, boundary and topographic sui7~eys; Ira~c and utility studies; m~ailabtlity of~iublrc andprivate iNrlitres ~ }----- and services; legal description of the site; etc.) '} ~< Per.'Design Requirements' published for Solicitation No. 1415-91 and Dcsi~i~-I~uilder's Proposal to Owner pursuant to Solici(atio~i No 1415-9] sclectcd by the ~IorTv Coui~N Board ui'Educatioii on NoveuiUer2 2015.. § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: 3 "r (Identify the Oi+~rver's Sustairaab(e Objeclire for the Protect such as Suslainabiliry Certifrca~ioni be~aeftt !o; they environment, enhancement to the health and Hell-being of building occupants, or improvement of energy e~cfency. If the Oit~ne~• identifies a Sustainable Objective, Incorporate AIA Document Al41T^i-2014, Exhibll C, Susta na51e Projec/s, Auto this Agreement to define fhe terms, condrl~ons and Work related to the Otvner~'s Sustainable ObJective.J 1 « Per "Design Requirements" published for Solicitation No. _1415-91 and llesi~n-BuildePs Proposal to O~~~rer pursuant (o Solicitation No 1415-91 selected by the l-iorr>> Comity Board of L-;ducation on November 2. 2015.. § 1.7.5 _ _ , _ ... s_ § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: # (P~~ovide toga!for Owner's budget, and if known, a line llem breakdown of costs.) «Number nohused. » `'~ i .~s ~ ~ ~ t } «Per "Design Requirements" published for So]icitaEion No: 1415-91 as amended through the Board of Education°s action November 2, 2015.» § 1.1.7 The Owner's design and construction milestone dates: Per "Design Kequirements" published f'or Solicitation No. 1415-91 ,1 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants' agd`Contracto~g aYthe~ ' , Design-Builder's cost: ~ % `' .1 Architect t 1 ~• ~ «SILL+A Architects, P.A. 333 Fayetfeville Street Suite 225, Raleigh, NC 27601 ,» .2 Consultants .3 riper Design-Builder's P7oposal to Owuec pursuant to Solicitation No.1415-91.» ,: Contractors __ j .........~;._-t _:.....,,_.._ •- • :., _. .,__...._. < Per Design-Builder's Proposal to Owner pursuant to Solicitation No:t415 91..» i ,~ ! § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (ldenlify special charactei~tst~cs or needs of the Project not identified elseia+here, such as historic preservation require~nenls.) ~ axA aocumenG A141~ - 7011. copyrigh[ ~ ]oo< nM s0]~ by The American ]netrtute of Architects. All rSBbte r~~erved. MrW+INO~ 1TSa aIa nxuaent is ysotecCaG by o.u. CODYrlght Lew nnq InCarnaElonal Treetlea, onauthor3zed rapcoduCtion oc dlotriDutlon of t~10 AIA~ uocwant, or any gort3on oC it, may r cult In Bevare e1vL1 end crlminal yenaltiea~ end N111 be prosecuted Co tLe mazimwn extent pa0aible under Chc law, Thie tlieE[ vat p[otlucetl by ATA software at 11191X37 on 11/16/2U15 undeY Order No.0139586ROB_1 Which enpiree on 07/14/2016, and le no[ Por r tale. (1396'lB4395) 98e! Notal~ 3 PAPR - 004067 (List name, address and other information.) l Y s Robbie Fcrris, S:C. AR.6106 TIRSTFLOOR ENERGY POSI7'I VL LLC, .333 Fayetteville'St., Suite 225, Raleigh; NC 27601 919-573-6350 '" i .,.I § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party. r~ ~ -~ § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 143, the methgd o~ binding dispute resolution shall be the following: ~ t ~ 4 ~4 ~ ~~ SC. Horry County, [ «~`~ ]Litigation in a court of competent jurisdiction, nonjury before a circuit judge ,.in .._ _. nv~ nocu.ewt a1~i^ — 201 . copyzight ° ~ao~ end ao14 by Tha Anexican inatieute of Arehitecte. A71 rigst~ reserved. HAR11INc: Th19 ILIA Document is yYotacted Dy D.3. Copycl0ht Law and International TYeaCie6. Oanut~oL1z80 reprOduCClon o[ 01n CYiDUCion o! thla AIA Docwaent, of any portion oC St, may result Sn sevaro civil and C=Sminal penaltien~ end will ba psoeecuted to tt~a maximum extent pooaible veder the law. Thie draft wee pcoAucad by AIA aoFtwnio at 13;41 3] on 11/16/]015 undeY O[deY No.02)9586208_1 Which expires on 0'//1 /3016, and Se not Eoz re6ale. (1]96'IB4]4fi) 9cet Notaet 4 PAPR - 004068 § 1.4 I)eGnitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this 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. 4 § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract reprasen~s the entire and integrated agreement between the parties and supersedes prior negotiations, representations oragreements, either written or oral. The Contract may be amended or modified only by a Modification.l'he Design-Build Documents shall -"~ not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner ~ - ,:-,.) and the Design-Builder. ; r § 1.4.3 The Work The term "Work" means the design, construction and related services re`qui~ed to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes nll labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project. ~ ~ } § 1.4.4 The Project. The Project is the total design and construction of which the Work petfor~ed understhe 3 Design-Build Documents may be the whole or a part, and may include design and construc~ionby the Ovfier°and by t $ separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium'of expression.~ow known_.„-..____..,I or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), • ~'"l Architect, and Consultants) under their respective agreements. Instruments of Service may include, without j limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials: " ~ § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approve] demonstrating how,thg Design-Builder proposes to conform to the Design-Build Documents for those portions of theV✓ork forrvhich the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, produc~ da a, ~ and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. i § 1.4,7 Owner. The Owner is the entity identified as such in the Agreement and is referred to throughout the -. Design-Build Docwnents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties.for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these:••"" a Bents and em P toYees) has no obli Banon or dutY to aPP I Y sp ecial tY or P rofessional knowled B'eand -"skill; and'~h~lf not .~ be held to have undertaken to provide or perform any aspect of the Owner's performance of t(~is ~greement`as a"design professional or specially skilled and knowledgeable construction industry member or constuct on manager, and"this principle applies regardless of the Owner's position titles or office division titles as may beiapplicable to such employees. ! j ~ ~ a ' § 1.4.8 Design-Builder. The Design-Budder 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 teen "Design-Bui~der" meansthe-- ~-~-~ - Design-Builder or the Design-Builder's authorized representative. § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or ' •. '`~ a portion of the Work, and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide ttie required 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 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. AU Doement A141~ - 301. Copyright ~ 1oU4 anfl 2014 by The AneYiCen IneCiNte of ~YChSCeCCB. All z196G reserved. HARNI90i Thia ~2A Docam~nt Sa psotoctad by V.e. Copyrl8~t Low mE InCerna[1ona1 Tieatiea. Mautherize9 tapYOAUCtion or diatilbution of Ch10 AU DocwnanC, or any portion o! St, nay roault In e civil antl criminal pan~ltLeo, and viii ba proaecu[aA to the maximwt exl~ne poeoible under tba law. Thie drafe ~raa p[odu[ed by AIA sotCvneat 11 43X37 en 11/16/2035 untlei Oidec NO. x]39586208_1 ahlch @xpiie0 O11 07/19/2016, dnd 18 HOC COL !Beale. (136L'!84]9b) Oaex Notept 5 PAPR - 004069 § 1.4.11 Contractor. A Contractor is a person or entity perfoRning all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if reyuired 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." I § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, incluFding authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work. § 1,4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. 5 § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work afrer execution of the Design-Build Amendment, as identified in Article A.I of the Design-Build Amendment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS ' § 2.1 Compensation for Work Pertormed Prior To Execution of Design-Build Amendment § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Destgn-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-$wild Amendment, the Owner shall compensate the Design-Builder as follows: (Insert auiotmt of, or basisfor, compensation, including compensatton for any Sustalnabiliry Seev(ces,pr.indicale the exhibit !n H+hick the 1~~orntatton is p~•ovided. If there will be a limit on the total amount of compensation for Worlc peifor~ned prior to the execution of the Design-Build Amendment, state the amount of the limit.) The Design-Builder may invoice the Design-Builder may invoice the owner for (1) Preconstruction estimating and' .bidding and (2) Schematic Design Work performed prior to the execution of the Design-Build Amendment. This. `amount is within and part of the price agreed in the Design-Build Amendment. The costs of competition in Solicitation No.1415-91 are not reimbursable. § 2.1 number not used) § Z.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. The Ovmer will not pay" interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. §§ 29-6-30 and 29-6-50. § 2.2 Contract Sum and Payment for Worlc Performed After Execution of Design-Build Amendment; For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, ihe.Ownec shall ,: pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. `~ ~~` ARTICLE 3 GENERAL REQUIRCMENTS OF THE WORK OF THE § 3.1 General ~ § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the~jurisdiction Project is located. Building Permit and Other Permits and Fees: No general building permit is required in accordance with § 6-9-1 l0 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical,.. ...,. electrical, plumbing and other such permits which may be required for pwposes of inspection'at no additional cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract" Documents, the District shat I secure and pay for necessary approvals, easements, assessments, u~ility impact fees, j permits, and such charges required for the successful completion of the work. t § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to a~t o~j the Design-Builder's behalf with respect to the Project. _ ._ _ _ 1 AIA Document A1~1" - 101. CopycLght a 1004 and ]019 by The Meiican ineCitute of Acchitec[e. All [lphte reeerveA. WAWdZNC: Tbie AIA Uociaeh[ Ss DrotacteE by 0.0. CopVtlgbt Law and Lotecnetional TzeaClea. Onaut~otizad reproduction or dlotrlDution a[ thin AIA Oocuronnt, of any portion of SC, may reoulC Sn s a civil and criminal Denaltiea~ and v111 be prosecuted !o the maximum extent ponaible ~ndez the law. This draE[ was pYOAUCEd by AIA BOEtwdCe L[ 13t~1:]l OA 11/16f]O15 Yee[ OYdei N0.a23958620 B_1 Nhlch xxpiree OA 07/19/2016 flntl S9 not fOt Y@Bel¢. (1346'!84195) Deez Notee~ 6 PAPR - 004070 § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. § 3,1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. [f the Design-Builder performs;Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of pub;ie authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. i § 3.1.3.2 Neither Uie Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform sny act ~~ ' which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders•-- - ofpublic authorities. If the Design-Builder determines that implementation of any instructign received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws statutes, ordinances, codes, crates and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. . 1 § 3.1.4 The Design-Builder shall be responsible to the Owner for acts. errors, and omissions of the Desig -Byilder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities; performing portions of the Work. ; t § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. _ ?_...:..,.. .: § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by Iicensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other. Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to ob ~in ~ ' •~ ' ~necessary approvals of governmental authorities having jurisdiction over the Project. ,., ~ -' z t_,.. The Office of School Facilities (OSF) in conjunction with die State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the District's ~~ ,.... school facilities. § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of ttie Wo"rk. Asstated in the :. Design Requirements, the Design-Builder shall submit written progress reports, photographs of~Work in prtogr'"ess, and other data to the Owner electronically, or through the Owner's option, project managementsoitware, showing.;' ~ estimated percentages of completion and other information identified below: Work completed for the period; .1 E .2 Project schedule status: i _, _ . 1 ! ::..:_.-_,-:__._ - , ;~ .3 Submittal schedule and status report, including a summary of outstanding S4bmittals; - • --.-.: .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; - • -•- - -. Pending Change Order and Change Directive status reports; .6 '• .7 Tests and inspection reports; .8 Status report of Work rejected by the Owner; a~. Status of Claims previously submitted in accordance with Article 14; .9 iYc~ .10 Cumulative total of the Cost of the Work to date including the Design-Build~r's~compensation and Reimbursable Expenses, if any; q .I 1 Current Project cash-flow and forecast reports; and data .12 Additional information as designated by the Owner through its project management..software ... _.._. _.., _ _,. =:_ requirements. Axr noeuomt Al l" - 701 . Copyright ~ zoos and 2011 Dy The Aeiexlcan InsCl Wte of Archi tec[e. All rights reserved. NTP1iSN6: Thie AIA Dao~mwnt is pmtectod by 0,6. CODY+'ight Law snd International Ts~ ~,-~:~..~•:~..~ µ.... .......:...... ...... ......:...:....., c.......,,,..,...,,.~>,....:,.s...., ~,,..:,.., u.,,,..:er~e~3is~a~Fthe 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; ~ j .2 The proposed Contract Sum, including the compensation method; ;" I _.__.-- Formatted: Highlight .3 The proposed date the Design-Builder shall achieve Substantial Completion~ar~Hese~berief~eiaF .4 .5 .6 3 An enumeration of any qualifications and exclusions, if applicable; A list of the Design-Builder's key personnel, Contractors and suppliers; ands The date on which the Design-Builder's Construction Proposal expires. ti~ j ~ ' ''" ' " ' r j i § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the e 4 Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to b 3 completed. f..: ----~- Formatted: Indent: Left: 0.5" g a,4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall eXeoute the Design-Build Amendment setting forth the terms of their agreement. t I. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT ., , § 5.1 Construction Documents § S.l.l Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents, The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the the Owner discovers any deviations between the Construction Documents and the Design-E Owner shall promptly notify the Design-Builder of such deviations in writing. The Construe modify the Design-Build Documents unless the Owner and Design-Builder execute a Modii Owner to discover any such deviations shall not relieve the Design-Builder of the obligatioi accordance with the Design-Build Documents. § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents Regulatory Agencies as a portion of the permitting and approval process for this work. ,.~ i i ff currents shatl not The failure of the orm th4e Vl~ork in G submitted to- • ~- •- --' <•' '`• .. § 5.2 Construction _. § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior"to execution'of the Design-Build Amendment. it ,~~ ,:ti ~~t § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right ~o reject the Design-Builder's Proposal. ~ i j ~ 5 s § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder 9 bestskiA and attention The Design-Builder shall be solely responsible for, and have conhol over, construction means, methods, techniques, 3 AIA Doeumant A1~1~ - 201{. Copyright ~ 2004 end 2014 by Th¢ luoBiican InBCitute of A[chitecte. All righGe zaa~rved. NaiWStJa: T61e AU Document Sa protected by V.B. CODYr10bt Lav aoa xncaroseionai ~eaetas. v~aueaorisee ceprodueCSon or dlutYlbu~ion o£ khlu AU Documene, or airy P~tLon of SC, may r eult In 98veY9 civil dnG otlminel penaltieo~ and w111 be proaecuteG to the marziuwn extant poeolble unAat the lay. Th1B draYt Wae 10 protluced by AIA software at ]J:41i]'! on I1/16/RO35 untlez Ord¢r No.0]19586]08_1 which ezpitee on 07/14/2036, and is not EoY T8893e. (1346'189345) Dee[ Nokae: PAPR - 004074 sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give ether specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: The Contractor shall maintain at the worksite ode ~l) record copy of the Contract Documents including approved changes in good order and marked currently tp record changes and selections made during performance of the work. A copy of submittals accepted by the; District shall also be maintained at the worksite. These items shall be available to the Architect and DiS~trict when prescnf aE fhe worksite. When required 6y the Contract Documents, the Contrector shall provide record- drawings-on• all increments of the work such as, by way of illustration and ~~ot limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shah famish an electronic and paper copy of record drawings of "as-built' detail to the Architect at final cotnplet(on ~f all work, excluding punch list items as required by the Contract Documents. `""' -~ Professional Certifications: When professional certification of performance criteria for thaterials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 1 Contractor's Quality Control Program: The Contractor shall institute and maintain throughput the co~traot term a quality conhol program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing-daily supervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Compliance witfi Employment [,a~vs: By entering into a Contract Agreement, the Contractor agrees to' abide .., by ell applicable laws pertaining to employment including, by way of illustration and not limitation; the follgwing: 1 } A. Title VII of the 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. 3 The Contractor shall not discriminate against any employee or applicant for employment because of race, ' religion, color, sex, age, handicap, or national origin except when such condition is a bona fde occupatignal•~~ qualification reasonably necessary for normal operations of the Contractor. The Contractor, in Fall ;' solicitations or advertisements for employees, shall state the Contractor is an "Equal Opport~nit~ Employe}'." ~ r The Contractor agrees to post in conspicuous places, visible to employees and applicants ~'or employment, notices setting forth the provisions of this nondiscrimination clause and shall include the pro~ision of tf~is t i ; paragraph in every subcontract or purchase agreement of more than .-_,__ _ . : ~--= .......:.. . .. $10,000. ~ j Employment'Taxes and Benefits: eke-Unless under order from the Internal Revenue Service or South Caroling state government, the District shell-does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, ~he`District shall not• . provide any employment related insurances or other benefits such as worker's compensatiorf for She'benefit'of any f Contractor, subcontractor or suppl ier empl oyees. i Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, end dedicated Project ,~ Manager to the project and identified in Exhibit A. The Project Manager shall secure the mate~ials of proper quality j and quantity to meet the Contract Documents and manage the appropriate timing of alGma~erials, sub-conhacted work, and Contractor provided labor to ensure the continual progress of the work to meet {he substantial completion• ~ • ,: _,-.. '. _.,. ..rr the,duties ., date. 'Phe Contractor shall not change the Project Manager ' and status of the Project Manager during the course of the project without approval ofthe District. AIA Document A111^ - 2014. Copyright ° 2009 and tole by Tha American inetltute oL Acehileeta. All righGe r e~sved. HAFlrsNo~ Shia atA Ooc~ment is protected by O.B. Co➢Yright Lsw and InCernatioasl TrasCiaa. OnautAosisad r~groduCtion or ESOt[ibulSan of thin AL. upevmant, os any pocEiov of it, may r eule ins eivll and criminal ponaltiea~ and will be pYoeecutetl to Che m~Lnum extenE po6etble index the la`r. Thia draft was 11 pLOEUCeG by AZA eOftwBte et 13~91e37 0~ 11/16/3015 Undac Oitle[ Ho.02]95B620B_1 which expl[ea an U'!/19/2016~ and ie not Eoi s Bale. (1396'/04345) Veee Natee~ PAPR - 004075 Project Key Staff -- Worksite Superintcndent(s); 'The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional paR-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope ofthe project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or othe{ duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer. or fireguard, if approved by the District. The Contractor shall not change any~Worksitc Superintendent i t9er~ti€red-i+i~tlje-b'eege-%Td~r~r•/c~~s #ib+f-rl~-or the duties or status of same during the coutse of the project without approval ofthe District. The Worksite Superintendents) shall enforce strict discipline and good order among -the•--- -tt ~ Contractor's representatives, agents, employees, subcontractors and suppliers, i Worlcsite Communications: The Project Manager and Worksite Superintendents) are representatives ofthe Design Builder and communications given to them, either orally or in writing, shall be as binding as~f given to the Principal of'the Design Builder. i± ~ ! § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and ~ay ~'or labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. § 5.3.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make.. substitutions only in accordance with Article 6. - } „~ - § 5.3.3 7'he Design-Builder shall enforce strict discipline and good order among the Design Builder's employes aid other persons carrying out the Work. The Design-Builder shall not permit emplo}nnent of unfit persons, or persons not ~ --: ,~ i properly skilled in tasks assigned to them. i._ ,,.. , ..~ ..,,.,. § 5.4 Texes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, ~ '" - . i i 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, tfie Design-Builder permits, fees, licenses, and inspections by government agencies, necessary for proper e Substantial Completion of the Project. § 5.5,2 The Design-Builder shall comply with and give notices required by applicable laws; sta'tutes,.-ordiriances,.~_--_ .,---.---. E codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the'-"' ' " 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 ih . the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner b~fore conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Ovner 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, perfonna~ice of any part of the Work, shah recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions. at the ': site are not materially different from those indicated in the Design-Build Documents and that no change in the teens of tha Contract is justified, the Owner shall promptly notify the Design-Builder in writing, sta~ingthe reasons: If the AIA OOCwnevt A141^ - 3011. Copyright ~ 2004 and 2011 by The AaerlCen Inat1[ute of ACChitec[s. All 119hG Seeerv6A. X~wiLNO~ Th1D AZA ~ocumant is p[oteetaC by V.6. CopyHght Lsw snC Incernational Treaties. onauchotized reproducClon or diatilbution o£ thla dIA Docwent. or any po[tioa civil an0 criminal penalties, and will be yroaecuted Go Che 1eaaimw eaten[ possible uudet tea lay. This draft was 12 o[ it, mey reoalG is a pxotluced by Aia eoEeua:e at 13;q Lt]7 on 11/16/1015 untlei Order No.02395B6R08_1 which expires on o~/1a/2o1s, and Se not for resale. (1346]84345) IIeet Notesi PAPR - 004076 Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article l4. § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner: Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. 7'he Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with al I other operations that do not affect those remains or features. Requests#.for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided iii _.. ... ; ._ Article 14. j _ ... § 5.6 Allowances ~ ~ § S.G.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entitie's 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. s r ~ ~ ~ j § 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 f ) and all required taxes, less applicable trade discounts; the Design-Fiuilder's costs for unloading and handling at the site, labor, installat,oh'oosts; overhead, .2 profit, and other expenses contemplated for stated allowance amounts, shall be included.in.Yhe.Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly _,,. by Change Order. The amount of the Change Order shall reflect (1) the difference between actual.costs and the allowances under Section 5.62.1 and (2) changes inDesign-Builder's costs under .. Section 5.6.2.2. - '` s s § S.G.3'['heOwner shall make selections of materials and equipment with reasonable promptness':for allowanc~s ~ 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 Owrier has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. - ,~ § 5.7.21f the Design-Builder desires to change any of the personnel, Contractors or suppliersjid~ntified'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 Qwner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The caner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasajable objec~ionyto tha proposed new personnel, design professional, Contractor or supplier or (2) that the Owner r'equires additional ;time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no seasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing-to:the Owner the names of persons or entities (including those who are to furnish materials or equipmentfabricated 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 (l) whether the Owner has reasonable objection to any suph proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply wi~hin the 14-day period shall constitute notice of no reasonable objection. ~ r ~ ~ § 5.7.3.1 [f the Owner has reasonable objection to a person or entity proposed by the Desigf~-BNilder, the Owner has no reasonable objection. ; propose another to whom the Design-Builder shall E ~~~. i y AIA Doew~en[ J~lf l^ - 2011. Copyciyh[ n 3001 and 3x11 by The Americas Inetl[u[e of A[chltecte. All [SgAte teaecved. HARNINO~ Tl~1.e AU Document e Drotactod Dy U.O. CODYr1Bht Law and International Treetiae. OnautDorixed reproAuCclon or AlotriDUCion of [his AIA uocu~uenc, or any goxtlon e2 SC, may r salt Ina civil and cY.toinal panaltiao, a~M vill ba proaewted Eo tLe maximum extent yoenibla under the lay. Thlo dceft rae 13 produced by AIA aof twaie at 13 41:3'! on 11/16/]015 u~tle[ Otdee No.01395e610 B_1 which expires OA 07/id/]016, fltM Se no[ fo[ c aflle. (1346'184395) Oeec Notae~ PAPR - 004077 § 5.8 Documents and Submittals At the Site In addition to any Owner requirements to keep electronic project data up to date, the Design-Quilder shall maintain at the site for the Owner one copy of tha Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to tha Owner in accordance with Section 9.10.2 as a record of the Work as constructed. -° t s ~ § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable law's, 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. 'f , ~~ ---~ -- ---~ =----~t ~ § 5.10 Cutting end Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed consffuction by the Owner or a separate'contractor exoeptwith 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 Owneror a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work. § 5.11 Cleaning Up j 1 4 § S.I1.1 The Design-Builder shall keep the premises and surrounding area free from accumGlat(on of waste Materials or rubbish caused by operations wider the Contract. At completion of the Work, the DesignBuYlder shall iremove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and sJrplus materials from .___ _ _. and about the Project. ~,.-_... .. ._ § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Worlc Tha Design-Builder shall provide the Owner and its separate contractors and consultants access to the•Work inj preparation and progress wherever located. The Design-Builder shall notify the Owner reg~rding.Project safety; t criteria and programs, which the Owner, and its contractors and consultants, shall comply with while aYthe. site. ,,. .,.. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify'the~Design-Builder' promptly after execution of any separate contract. if the Design-Builder claims that delay or Add;tional cosEyis i~volved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14. ~ ' § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction o~ operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the indiv~dyal o~ entity q that executes. each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Design-Builder shall ` make any revisions to the construction schedule deemed necessary after a joint review and muival agreement, Th'e' .l construction schedules shall then constitute the schedules to be used by the Design-IIuilder,tsepar'ate contractors and '• the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the O~vner`shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contiack k AU ~ocunent A111" - SOlf. CODYtfght a 30W and 2oi~ by The Mericen ins[Scu[e of nrchitec[e. all cighte za~erved. NANIINO: ihit alli Dotu~aot is Drotected by O.B. Copycig6E Lav and InterneGim~al TYcetleo. onsutborized reproAucelon or Aletribut3on of thin AU Documeet, or any pocHon civil and etidnal peualtlea~ and will be pronecu[eA to tLe maximum extent 8oaelble uneer ene ter. Thie Ara[t was 14 of St, may z ou1C Ln a pcOdUC¢tl by AIA eoCtwacat 11 91X37 OA 13/16/2015 Undei O[de[ No.01395B63UB 1 Wh1Gh eXpLiee on 07/14/3036, and Sa noC foi c sale. (1346781345) Seas Notac~ PAPR - 004078 § 5.14 Mutual Responsibility § 5.14.1 'Che Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare?a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate conh~actor that would render it unsuitable for proper execution and results oftheDesign-Buil'der's Work. Fai(uieof the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate c'ontSactor's completed or -- partially completed construction is fit and proper to receive the Design-Builder's Work, exdeptkas to defects not then reasonably discoverable. ~ i 1 E § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs theOwner and other contrector(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 llesign-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as progided in Sectiop 1 Q.Z.S. ~ ' -' § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for c~tting and patchingthe Work as the Design-Builder has with respect to the construction of the Owner or separate c~ntrectq[s m Section 5,10... , _. ,..,3 § 5.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under, Uieir respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish; the ,. ~ j Owner may clean up and will allocate the cost among those responsible. ~ 1E ARTICLE 6 CHANGES IN THE WORK '....,. " ... .... . ..,, § 6.l General § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating tfi~ ~_,,,, the'"` Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewh'ere.in .... :..... . Design-Build Documents. -. t § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue ,~ '" } ,; .: 4 a Change Directive without agreement by the Design-Builder. .. .. r ,.=; ..,.,, r~ § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-wild Doeume~ts,:2nd Ihe~ Design-Builder sha11 proceed promptly, unless otherwise provided in the Change Order or Change Directf e. ~; E r ~ ~ § G.2 Change Orders ~ ~ ~ _„ ,. A Change Order is a written instrument signed by the Ov✓ner and Design-Builder stating th~ir agreement upoq all, of the following: ' . ...:,-- -- ,. ..: ,._..._. _. .,.. _ ....1 .1 The change in the Work; or, if prior to execution of the Design-Build .2 amount of the if any, in the Contract Sum The adjustment, ~ ---_._. Amendment, the adjustment in the Design-Builder's compensation; and __ .3 The extent of the adjustment, if any, in the Contract Time. § 6.3 Change Directives `, ~" 1'~• j § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in theWo~lc prior to agreement `' on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amend ant, the adjustment in i the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, w~thout invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of ac~ditiQns, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjushrierif in tfie' " " "" _, ~:...,-____ . ....-_ _ Design-Builder's compensation, and Contract Time being adjusted accordingly. AZA Oocwemt A1~1" - RU1~. Copyright ~ 100 antl ]014 Dy The American Tnet3tUCE Of 11cChitecte. All ilghta [seared. MAANIHG: 1618 AIA Oxumont la Droeecta0 by 0. 6. CoBYt'ight Law end InCerna Eional Sreatlee. anauthorlxod reproduaelon or diatzibueion o! Ghla AIA Document, or any portion ~ 5 civil and Criminal penalti~a, anA viii ba pYoeacuted to the maximum extent poeeible undeY the law. Thie draft waB of SE, may t mlt Sn s produced by RIA eoYtweiae et 13 ~<1~37 on 11/16/2015 under OYdex NO.O]]9686308 1 which BXpiCee ott o7/19/2016~ enC 18 not foi ieeale. (1346'!B4]46) Oaec NOGee~ PAPR - 004079 § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjushnent shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficjent4substantiating data to ~ 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 .4 As provided in Section 63.7. ~ .. .--.--..-::,.-. .-- _-.-.:..-. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upod, a~~d if quantities originally contemplated are materially changed in a proposed Change Order or Change Direetiv@ so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner of besign-Builder, the applicable unit prices shall be equitably adjusted. 3 7 § 6.3.5 Upon receipt of s 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 tho method, if any, provided in the Change Directive for determining the proposed adjushnent in the Contract Sum or, iPprior to execstion 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 § 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•tlia llesign•Builder's compensation, the Owner shall detertnine the method end the adjustment on the basis of reasonable expenditures d savings of those performing the Work attributable to the change, including, in case of an increase, an'amount f~r overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement; a reasons le 1._, amount. In such case, and also under Section 69.3.3, the Design-Builder shalt keep and present, in such fotin-as the ~ Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in • ._ ~'" the Design-Build Documents, costs for the purposes of this Section 63.7 shall be limited to the following: ., _________________________________________~____________T;;='-- Formatted: Hi9hliyht ~l____ Additional coshof professional services;_ ~ ~i ~: .4 DenstieteE~... ~°:..__':... n.,.:̀ta., n.. e .,,t .,,. .. •=..> -•=',G ,.+•ti....a . ,.~.. .a.,.«,, ~ ~a ~.. .w„ 2 ,.~to , . u... _......... ..«~,.._ ..eed tttt;e-~~lten tie s~tt~a tfi~uta.,n., .,.....,,a .....,.,. ;...a , f a H -$l+bJ2l'E-~.9-29FlEC[{AI}sl~~~H3-4tHi6-O~HiN~`..,'"'._._. . ... .... eter~t3+~e~-eF fEICS IS `, P4tOV[DIIVG ITS CIIS'PONI ALLO~VA[3LC COST RULES -WILL BE [IVSCRTED A.S.A.PI ~•.._ Allowable Overhead and Profit Charges: Additional overhead and profit ariributable =to the change in contract '~ ~`j ~ ± i pricing shall not exceed the following: A, For work performed by the Contractor's own forces, a maximum often 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 d~reo[ _ 1.. _ .. -_...~. ,_. . _ . .. costs. Air DOCunmC A111~ - 201 . COpyilght ~ 2U09 a~M 201 by The lunecican Znetitute of ACChitects. All riy4t~ te~erved. WAANINO~ ihi~ AIA OacwnBnt is psoteetad by V. s. CODYright Lev anA International Yreatiea. oeautnoeixed reproduCElon or 8letribution o! this xIA Doewent, or any poctlon oL St, may re6~~lt Sn severe c1v11 and criminal yeneltle9~ cad will be DYoeecuGatl t0 t6e maltimum extent poBBible unAOr Che lay. Thie draft waB 16 piotlUCed by AIA eof[v+axe at 31 t91 t17 on 31/16/]015 under oxtler No,02~95efi]UB 1 Hhich expires on o'!/19/2016~ and 18 nOt for r eels. (1]46'184346) II9e; Nntee~ ~ PAPR - 004080 C. For work perfonned by a subcontractor, overhead and profit of a maximum of five percent (S%) is allowable by the Contractor for administration of the sub-contract. Retainage: The District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by any approved Change Order, to be withheld from the Contractor's payments throughout the term of the E'ci+Nr~aef~lgreement and payable at the time of finalpayment after a) full completion of all wor~C to be performed and _,__.-- Formatted: Font: Not Italic all requirements established in the Eenl+:ve+[l~reement and acceptance by the D~strict~ b) submittal of all closeout _______.__ Formatted: Font: Notltalic ------- --------- --- - --- ---documents, and c) submittal of en affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final pay~ent of undisputed work and'retainage withheld. As a wndition of the contract, no more than three and one-half percent (3.5%) sfial( lie' retained from the progress payments of any subcontractor by the Contractor until final completion o£that.portiomof thework. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of timing duri~ig the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of eny subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the.ContractoPs affidavit of payment of debts/claims submitted with final documents. ~ _ ~ E § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Ownar for a deletion oe change that re`~sults in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, irithe Desig~-Builder's compensation, shall be actual net cosk When both additions and credits covering related Work or substituhons are involved in a change, the allowance for overhead and profit shall be figured on the basis of nctincrease; if any; with ` respect to that change. t . . .. ._ .::_:, - --_.. __ ._. .. ': § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, tha 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, ifprior to executioq,of the llesign-Budd Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right of s~ i ~ ,._ Design-Builder to disagree and asseR 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 ConVAct Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders maybe issued for all or any part of a Change Directive. __ ~~ '~ } ARTICLE 7 OWNER'S RESPONSIBILITIES 1~ ,; ` ~ ; ;§ 7.1 General ~ `'+'~ ;, . § 7.1.1 The Owner shall designate in writing a representative who shall have express author~ty to bind the Qwner with S ~ j ~ respect to all Project matters requiring the Owner's approval or authorization. t ~ ; ~ § 7.1.2 The-Owner shall render decisions in a timely manner and in accordance with the Design-Builder's;schedulc agreed to by the Owner. The Owner shall famish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give notices of project commencemenYand 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,:~uild Documents`with . '1 reasonable promptness. J' `t 4, § 7.2.Z Th'e Owner shall provide, to the event under the Owner's control and if not required by`; the Design-Build ~ t 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 pollutanfs of tfie " ~"" ~ ~ ,~.,:... _ . _.. .4 Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys rued. NhNlnic: This ASA" nocwennt AU uoaunent A1~1^ - 101 . Copyright ~ 3009 and 101 by The )unar[can Inet(tute of ArehitecCe. All right t l, ie prokected by o.6. Copyright Lsv auC Iatarnetional Treatiaa. onautAorisad ceproAuction ox die[Yibutlon of tMa rIA Document, of any portion ' o! it, may z oult 10 s eivil aM CYfminal penelt160, and w111 ba pYOneeutetl to Che RBzimlvl~ ¢%Kent poeelble under the lay. Th1e tlraft was ploduCatl by AU 9o[twaxe at 11:91137 on 11/16/2015 under Otdei No.oa39566209 1 which explrae on a7/14/4016~ and 18 not Eor r Bale, (1196']84345) 9~er Notea~ PAPR - 004081 describing physical characteristics, legal limitations and utility locations for the site of the Project, and a ]egal description of the site under the Owner's control. § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, ~oni~g, and other permits, licenses and inspections. y § 7.2.5 The services, information, surveys and reports required to be provided by the Owned unde~`this Agreement;` shall be furnished at the Owner's expense, and except as otherwise specifica0y provided in~this,•Agreement or --::elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereo~: In no event shall the sate performance of the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the ,..._4 a. ~ Work. ,. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work o~ non-wnfortr}ity yvith the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design;-Btulder. j l ~ ,~ 7.2,7 Prior to the execution of the Des~n_Build_Amendmen~ the Design=Builder may request in writing that the _______ _-- Formatted: HfghUght Owner provide reasonable evidence that the Owner has made ftnancial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Proposal. T',~~~~"~. ''.~ ^~~:~.,-~tti~der-rtxty-e~4y esig+~_g~ •,a~_,.,. ~a.e ~.,..:.... ouild-8c~e~xne~ts _. rt~gHest~saela-evideq"" e8~w ....,..:_,.. io... ..i.........:...~.e-Wert-t;,a:~~.o,~,~j-~,~,BHgeS-HiC-E~..._..,.~ c....,. ,.. ia~ w.,, ne..:.. ~~~o :~a..=~~~..:c.~:....:'4^;s en-dt+e:-~-Ije-9tvneF-sk^~~•~••;~'a e-xeaset~able-eeF+ee~.. _ ~.a:..~•~~ n...~~~~' ' 1 ~ ev~4eH;.t-~~;a,~ ,~:,:~~~~reeeAeHEte-ese;}rieneerxer~ee-es+~Qi~detieA-e€-tie-WeFlrer-tae}~eFEiAn-a~~e-~e~IFe€Feeteel _:..0.. .............i. a........:..i ~,.'.....''.. _.:a.,.._ , ~'_ ^..-•-- ..~.,u .. by-ti-Ateteriel-eHn § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have be specially authorized, the Owner shall communicate through the Design-Builder with persons oc entities'emPlo~ed ~r retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to propedy,carry out the design ..:. services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services requued. Such `` services may include, but are not limited to, test borings, test pits, determinations of soil beaing:values;per~lation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary o~erations'~or k~` ,~-~' anticipating subsoil conditions. The services of geotechnical engineers) or other consultant4 sh~ll include reparation ~ ~ F and submission of all appropriate reports and professional recommendations. § 7.2.]0 The Owner shall purchase and maintain insurance as set forth in Exhibit B. 3 p__ _T,:_. _ . ~ .~ 7 ~.- ....~-~__...__,., ,_,.._ ---°_ ._.._..---------....____ § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as.dimensions-anal quantities; or for substantiating instructions for installation or performance of equipment or systertis; or for determining that the Submittals are in conformance with the Design-Build Documents, all of,Which~remein the " responsibility of the Design-Builder as required by the Design-Build Documents. The Ownet"s action will be taken in `: ~ t accordance with the submittal schedule approved by the Owner or, in the absence of an appi~ov~ submittal schedule, ~`~ 9 with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The ;• j 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' oth}erwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedur,'es.1'fieOwner's approval f __ _ _ of a specific item shag not indicate approval of an assembly of which the item is a component,.-., -___. AIA Docuw~nt rl~l~ - 301. CopyrighC ~ ]009 and ]019 by The Ameilcan IiletStUte OL acchltecte. All ziyhte ta~erved. HAR2IIAG: ihla AIA ➢ocunant 18 ysotecte9 Cy D.B. CopyrSBht Law mA InternetlOnal Treaeieo, vuautLorizeG cep[OduaCion o[ dlat[10ution of thin ATA DoeumenE, o[ any pottlon ~8 civ11 and Ctlminal penaltiea~ end a111 be prosecuted to the maximum e:t¢ut peoeible unOai the law. This draft was o[ St, may r eul[ in a produced by AIA eoEtware at 13 X41 t37 on 11/16/2015 undaY 0[d¢t No,OR395B6]oe_1 which expisea on 07/14/I016~ and SB noC for ree9le. (139670435) Qae[ Notea~ PAPR - 004082 § ?.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 V isits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design-Builder's rights and responsibilities under the Design-Build Documents. i 7.5 The Owner shall not be res onsible for the Deli n Builder's failure to erform the Wbrk ~ n accordance with the 9 uirements of the DesiBn-Build Documents. The Owner shall not have control over or charSe;of,,andwill-not:be--. responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or~their agents or employees, or any other persons or entities performing portions of the Work for the Design,Builder. e -..~ § 7.6 The OHmer 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:~, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner not a decision m~de~n good faith either to exercise or not to exercise such authority shall give rise to a duty or responsil~iliry of the Owne{to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, thei agents or'employees, or other persons or entities performing portions of the Work. t 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. •_..___ _ ~ 'r § 7.8 Owner's Right to Stop Worlc := 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 shat(not'give ri~e t0 a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or ant ty, ,..,,. . except to the extent required by Section 5.13.13. ; 3.... § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and<..._. ,;~ fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of ~ such default or neglect with diligence and prompfiess, the Owner may, without prejudice to other.remedies the Owner ~ may have, correct such deficiencies. In such case, an appropriate Change Order shall be issucd~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-guilder shall pay the d ifPerence to the Owner. For Work on the critical path to beneficial occupancy of the Proje~et (~r defined Component thcreo~ the ten-day period referenced herein is reduced to five (5) days during the 60 dayspripr to substantial i completion as shown on the last schedule properly submitted under § 3.1.9. ~ ~ ~ ;. _. . ARTICLE 8 TIME :' ~. . .. . .. .. . ..._:-__, _. .. § 8.1 Progress and Completion By executing the the essence of the Conhacf. Documents are of 8.1.1 limits stated in the Design-Build § Time performing Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period.for ., _ the Work. _. .. _.,_ `. .,. § 8,1,2'The Design-Builder shall not, except by agreement of the Owner in writing, cmnmepce the Wotk prior to the ', effective date of insurance, other than property insurance, required by this Contract. The Cgntract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contact. i ~ 'j 4 § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. } 1 § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORK, rnd. NAPNIpC~ TLie AIA Oxwaent AU Doeuumt Al l" - 3011. Copyright ~ 4009 and 2014 by Ttw Ama Ylcan I(~etl Cute of hichltee[e. All zlghCe i is pmtectaA by o, 9. CODYripht Lsw and Sntacnatlo'ul Tceatiee. OnauthOriteA reproAuetlon or diotrlbulion of thin AU Doeunent, os any portion 19 o! SC, may reaulE i¢ s veYe civil end Csialnal Deneltiee, and will be prexecutetl to We rtaxiAum extent Doaeible undeY Che lay. Th16 tlTafC Wae pCOGtlCetl by A1A 60[CWS[C dC 13 i91~17 on 11/16/3015 antler OidaL No.03]95B6208_1 Nh1ch expi[ee on O'//19/]~16~ and Sa ilat Ear zeeale. (1346784346) Dees Na[eB~ PAPR - 004083 Tlie Owner and the Contractor agree that lima 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 oFrelocatable classrooms; use of alternate sites for the educational program; disruption oPclass locations; disruption oFathletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due toscomingling of project workers with additional persons on and near the site; additional safety risks of equipment, Vehicles, and unfinished work on the campus during the academic term; general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during the academic term when stu~lenfs and full staffare present; harm to the Owner's reputation and established goodwill among the community, parenfs, students; and'staff' `~ due to late delivery of the project; loss of student morale and academic performance due to the ongoing Workduring. -•• • ---f the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the:Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Qwner. i § 8.2 Deleys and Extensions of Time z ' ~ ~ § 8.2.1 If the Design-Builder is delayed at any tune in the commencement or progress of the Wotk by an aCt or;ne~lect of the Owner or oFa consultant or separate contractor employed by the Owner; or by changes ordered in the Work by t the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties oroth~r causes beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding.dispute resolntion._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. ,._._ t § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additionaG time, suc~ k request shal I be documented by data substantiating the weather conditions a) were abnormal;for a period of time:wh jh could not have been reasonably anticipated; b) had an adverse effect on the work scheduled;and.alterriate-worl~ i 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. The Contractor must make 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,submit~ed 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 ,~ `' {= f '•' _ extension of time shall be incorporated in the next Change Order•. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. - t ~ .' ' F ,j s A total of five C) 5 daYs Per calendar month Cnon-cumulative ) shall~be s ~ i ~ 8.2.4 AnHciPsled Weather Dela Y~ anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an exSension of time. Such anticipated adverse weather days are established only for normally scheduled wtirk days, excluding _ _ _ _, Saturdays, Sundays and major holidays, unless such adverse weather conditions on 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 e~ctension 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 oforty-hour work week within a seven (7) day calendar week. A request for adverse weather extension .,. % t' shall not be allowed after the date established for substantial completion. 'i ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment, ~ ~ s ~ ~ j - _ _ , .,. .. Y _ , ,. __ .. ~ ., t. AIA Doeunant A1~1" - ]01~. Copyllyh[ d 2000 and 2019 by 1fie Meiican IneCl Wte of AiehitecCa. All t1gLt9 teaarved. NAPt12Mi~ TLia ASA Doevnunt oeument, oz any yortiow Sa pmtecteA by 0.6. Copyright Gaw end International TiaaCieo. onauthoris~d zeproduccioe or diotribution of thin AU o! it, may result la a civil e»d ertminal panaltiee, and will be Dxooecutetl to tie mexLnum ext¢nt possible unQer the law. hie dY9Et Hae piaducetl by AIA soE[wpiB aC 13:O1i3'/ on 11/16/2015 untlei Dcdei No. o2]95B6Ro8 1 which expirae on o7/11/2016, And SB not [ors Bale. (13C6'lB9345) Oeer Notnai 20 PAPR - 004084 § 9.2 Schedule of Vatnes Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. § 9.3 Applications for,Payment ,~ 9.31 Atleastten-TWENTY ONE dais before the date established for eachprogresspayment~ the Design_Builder____. __-- Formatted: Highifght 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 --- - -, Ownermay require, such as copies of requisitions from the Architect, ConsulGtnts, Contractors, and material r suppliers, and shall reflect retainage if provided for in the Design-Build Documents. § 9.3.1.1 As provided in Section 63.9, 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. ~ j ~~ ~ 1 ~ I § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for wl~ich(the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, br other persons or entities providing services or work for the Design-Builder, unless such Work has been perfrmed by others whom the Design-Builder intends to pay. " " v `, t § 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 ,. 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, anc~ shall include the c sts~f applicable insurance, storage and transportation to the site for such materials and equipment stored.offthe site. s ~, § 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 Earthen warrants that, upon submittal of an Appl ication for Payment, all Work for which Certificates for Payment have been , _' . previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor o£.the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled ~o make a claim by reason of having provided labor, materials and equipment relating to the Work. r~` r. _________ 9.4CerlificatesforPa ment ~-------------- ---------y-------------- - ----- _________________________ ~ j ___,__.`__t_~~,`~_________--- Formatted:Hl4hl(ght ---------~----r"^" ~^"•~•~ S~~ 6 A 1 5.1 3 FOR SCHEDULE 1n Accordance with the schedule set forth in 0 A.1.5, t .3. the Owner .n,4T,=...~.,,. ~;e:-.moo.-~;a:,~;issue to the Design-Builder a ~`' aai',a.~~' 6weHt~-eije-days after--reeeip:-o,-~.=~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 certi5cation in whole or in part as provided in Section 9.5.1. § 9.5 Recisions 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 ponfindicated in the ' ,.. Desi~-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-l3uifd .... ' Documents. If the Owner is unable to certify payment in the amount of the Application, the,Owper will notify the `t Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a ievised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a CeRificate for Payment or, because of subsequently discovered~evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner j ~ k from loss for which the Design-Builder is responsible because of !.-...,. .. _...,.,-. -: -_._-.._..._ ,. _.:__. . s defective Work, including design and construction, not remedied; .1 rved. HANt/INGi T61t AIti nocueont LIA nocuw~n! n141" - x01 . Copyright a soot and 8014 by The Anerlcen Inatltute of AzchlteC[e. All z19~o i Ss pratectad Dy 0.0. COpytight L8v dnfl Iaternetional Tzeatieo. OnavchorizeA ~epioduc Elon o[ diottlbution of thSn AU Doewanl, or any yoiCion etvil end Criminal penalties and vi11. be pro98outed to Che maximum Catant poveible unA¢r the lav, Th1e dcaEt was 21 of SE, may Yeeult 1a a piotluCed by AU eoEtaaee at 1]~41~]7 on ]1/16/4015 antler order No.03395862oe_1 which expl[es on 07/14 /]a16~ and is not foL ieBale. ~1346'/B4]15) Oaet NOGee: PAPR - 004085 .2 .3 .4 .5 .6 .7 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable fo the Owner is provided by the Design-Builder; failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; dsmage to the Owner or a separate contractor; reasonable evidence that the Work will not be completed within the Contract~Tinie, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the;'antibipated delay; or repeated or.$ubstantial 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 wil~ be made foramounts-. ~- -previouslywithheld, j ; I § 9.5.3 If the Owner withholds certification for payment under Section 9.5.13, the Owner may, at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to adiom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably deliverd. § 9.6 Progress Payments ~ ~ § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make paymen~ in the manner and within ~ j ~ '~ the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person.or.cntity..p[oxiding. _ _. services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, .,. and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with eac}~ Architect, Consultant, Contractor, and other person or entity providing services or work for. the llesign-Builder' ; require each Architect, Consultant, Confractor, and other person or entity providing service's orwork 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, famish to the Architect, a Consultant, Contractor, or other_ person or entity providing services or work for the Design-Builder, information regarding percentages of completion -,. .. or amounts applied for by the Design-builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design-Builder. ~~'~ _ '~ , _.~' ,. 3 s i S § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that thte Design-Buil~ersNas ,.••`~ ~~ properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. ~he Owne!shill 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 materiel and equipment suppliers shall be treated in a mannersimilar 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 Owner shall not constitute acceptance of Work not in accordance with the Design-Build Docui § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builde by the Design-Build Documents, then the Design-Builder may, upon seven additional days Owner, stop the Work until payment of the amount owing has been received. The Contract appropriately and the Contract Sum shall be increased by the amount of the Design-Builder shut-down, delay and start-up, plus interest as provided for in the Design-Build Document. Project by the its. -' •~..,} ~~s '~ in the time required a E n notice to the ohalf6eeztended'"""' reasonable costs of ~i t AL. OoeumenG A1~1~ - 2011. Copyright A ~00~ e~W 5014 by The AmerSCan Institute of A[ehitects. All zipbts ceaernd. WAWIZNa~ 4hie AIA' uoaummt to DroGct~d by V. s. Copyright Wv and Intarnellonal Treatien. onavtLotlzeA reproduction or diatrlbutron of t ie AU DOCwoent, or dny Bortloa 22 of it, nay r6uult Sn s vaYO CSv11 and cYiminal Denal.tiae~ and vLll b0 prosecuted t0 the maximum extent possible under the law. 1fiia didEt ra pzoducatl by AU1 eof CMaiC et 1>>41i~'/ o~ 11/16/1015 ands[ OideY No,0239586]08 1 Nhieh expires on D7/3~/2016~ ind 1e noL toi i eels. 11]46704395) Ooat Notu~ PAPR - 004086 § 9.8 SubstantiTl Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended usa. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Own~ agrees to accept separately, is substantiQlly complete, the Design-Builder shell }~~areei~A-submit to the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility' of,the Design-Builder to -completeall Work in accordance with the Design-Build Documents. - ,~ 9.8.3 Upon receipt of the Design_Builder's list, the Owner shall ~s~eeHe+areview che~adeteHx~e~ket~ _,_..-- Formatted: Hlghllght . If the Owner's ~speeEieereview discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for Nat-Eetw{ileEiee. another ipsgedtierrrevie~v of the Work by the Owner S ~ '" § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, tl}e 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. ~i ,~ 9.8.3 When the Work or designated portion thereof is substantially complete,_the Design_Builder will_{~reNQre-obtain ____~. . Formatted: Hlghlfght for the Owner-stg~tt+uean occupancy permit issued by the South Carolina Office of School Facilities and a CeRificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial.: ; Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the dale of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of ' .. Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate, Upon the Owner's acceptance, and;consent of surety, if .:: any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be' adjusted for Work that is incomplete or not in accordance with the requiremenu of the Design-Build Dbcuments_~~ r fr j ~ § 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 sl~ge when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use ~s.`. consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized byapulilie authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion issubstantially complete, provided the Owner and Design-Builder have accepted in writingthe 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 commencemenfof -:.._., 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 SectionA:8.2. Consent'of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stagy of:the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2Immediatelyprior to such partial occupancy or use, the Owner and Design-Builder s~all~jointly ~s~eet-review r e condition of the Work. the area to be occupied or portion of the Work to be used in order to determine and record th f s i § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions ofth~ Workshall.not constitute acceptance of Work not complying with the requirements of the Design-Build Documents. 11SA Coeum~vt T1{1^ - 2014. Copyright ^ s00~ aM 2014 by The PwerlCan In8t1[ute of aceM[ec[e. All ilgb[6 zeBezved, xwnNitxi: Thie AU Document Se Dmtectad by 0.8, COD1'z10ht GaM and mternaElonal TredCiea. uoavehoYlzed ceprotluCClou o[ dlutrlbution of trio AU Yowmmt, or any poction Z ~ oL St, may r cult in a eSvil end oY3minal pena~tiae~ anA will be proeeeuted to the naximmn utent poeeible und~s tha lay. 'M~ie drafC aae proEuCed by AIA BOttwate at 13 ~41i 3'! on 11/16/2015 undBi O[dei No,0139586]08 1 Mhich expltea on 0]/14/2016, end Se not fo[ i Bale. (1346'!89]95) Uaei Notee~ PAPR - 004087 § 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. i § 9.10.Z Neither final payment nor any remaining retained percentage shell become due until t}~e Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and otherindebtedness connected with the Work, for which the Owner or the Owner's property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance-required -by the Design-Build Documents to remain in force after final payment is currently in effects (3) a written statement that the Design-Builder knows of na substantial reason that the insurance will not be renew~bl@ to cover the period required. bythe Design-Build Documents, (4) consent of surety, if any, to final payment, (5~ asconstructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) ~f required by the Owner, other data establishing payment or satisfaction of obl igations, 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 providin~ services or v~orlrfor the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may fur~ishf a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, pr encumliranees. If "' such liens, claims, security interests, or encumbrances remains unsatisfied after payments are rnada, the` r Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay.in.discharging such ,. liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through nofault 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 t'he Work fully completed and accepted. If the remaining balance for Work not fully completed~or corrected i§ IessSha~ retainage stipulated in the Design-Build Documents, and if bonds have been famished, the vrritten'consent of su~etyto payment of the balance due for that portion of the Work fully completed and accepted shall be submitted-by th~ ~ Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under term"sand. conditions,., governing final payment, except that it shall not constitute a waiver of claims. § 9.10,4 The making of final payment shall constitute e waiver of Claims by the Owner except those arising from .l 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; post-occupancy services to be provided by or through the Design-Builder} ;, .4 ~4 ~' ' .±' ' ~~ § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Des(gn-~uilder except those previously made in writing and identified by the Design-Builder as unsettled ~t the time of fi~al ; Application for Payment. ,................: k i__ _..._ .„ .. _ f #--- ---~--•~---- - — - ARTICLE ]0 PROTECTION OF PARSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions•a~d - -..,. _, programs in connection with the performance of the Contract. %~ _~' § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasor~abl3' protection to prevent damage, injury or loss to ~ ~ j ~. .1 employees on the Work and other persons who may be affected thereby; the Work and materials end equipment to be incorporated therein, whether in storage on or off the site, .2 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--- -- ! '" ..-, t ~i ]1IA Doeument ]1141 - 1011. CopyrigTt W 2001 aM 2019 by The Amerlcen Institute of ArchiCects. All rlg6le reeerved, NAIWZNti~ ihie AZA Doeuwaat Ss DroCecteA by o.D. CODYrlght Law anA inurnational Treaties, onavthorizetl reproEuctlou or dLa tribution of tfiio AU OOCuwcnt, or any DorEion 24 of it, may r oult in 9avere eivil avd Criminal ganaltLee, atW v131 De pzoeacuted to the nulnwe exlnnt poeviDle untie[ the law. l'hle dtaEt was produced by AIA software eC 13i13i1i on 11/]6/]015 vndei Oider No.0139586R08 1 which e~iiee on 07/14/3016 aMl 18 rwt for r sale. (11467B4J95) Oeer Noteai PAPR - 004088 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 wnstruction. § 10.2.2 The Design-Builder shall comply with, and give notices requved by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of paFsot~s or property, or their protection from damage, injury or loss. i § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the --a ~ i safeguards and protections. 1 § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or upusual methods, are necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry o'ti such activities raider supervision of properly qualifiedpersonncl, s. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or los$ insured under property insurance required by the Design-Build Docwnents) to property referred to in Sect bnsi10.2.1.2 end 102.13, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor,~or anyone directly or indirecNy employed by any of them, or by anyone for whose acts they may be liable and for Hfii`ch the Design-Builder is responsible under Sections ]0.2.12 and 10.2.13; except damage or loss attributable to acts oT'omissions o~the Owner, or anyone directly or indirectly employed by the Owner, or by anyone For whose acts the Owner maybe 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 tfie site,._.-'` whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superiptendent unle$s i ""~~ ~ otherwise designated by the Design-Builder in writing to the Owner. } >:;.'. j § 10.2.7 The Design-Builder shall not permit any part of the consWction or site to be loaded'so aS to cause d~m~0ge~or ._ create an unsafe condition. § 10.2.8 Inj ury or Damage to Person or Property. If the Owner orDesign-guilder 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 othervparty 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, i ~ § 10.3 Hazardous Materials ~ ~ 'd~ § 10.3.1 The Design-Builder is responsible for compliance with any requirements included'.in the Design-~uildn 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 ro ~3reyent 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=Buildershall, upon ~ -recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in _.,:_.._..._..., writing. `,, § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services o€a'7icensed ''^ ~ , laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the 1 event such material or substance is found to be present, to cause it to be rendered harmless. ~Jnless otherwise required ' ,; ' by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder thg nau~es and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who j are to perform the task of removal or safe containment of such material or substance. The Desi~n-Builder wiU promptly reply ro the Owner in writing stating whether or not the Design-Builder has reasonable i>bjeotion fo the"' '.• persons or entities proposed by the Owner. If the Design-Builder has an objection to a person oc entity proposed by the ._Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material aIA OOCumev! 111 1" - 2014. Copyright ~ TOOK and 7014 by 1fie Mexican Institute of ArehitecCe. All rip6te reserved. XARN2N0~ Thia AZA' UacumBnt Ss pmCacteA Dy v. D, CODYiight Law ~nG Internet Lonal Tt88tiee, DrmutAorl zed reproduCESon or d10 LrlbuCion oL thlo AU oocwaent, oY any portion of 1G, may r salt So a c1vi1 and crininel yeneltiae~ and will be pxoeeenta0 to the maximum exCenG Dosoible under the lav, Tfiie draft weB 25 pioEUCed by AIA eoEtwa[e at 33 i~1~3'/ on 11/16/2016 ufWar .Oedaz No.0139586]OB_1 which expi rea on 0]/19/2016, anA IA not Eoc ieeale. (1346]09395) IIaet Notee~ PAPR - 004089 or substance lies been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design-[3uilder. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder's reasonable additional costs of shut-down, delay and start-up. § 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 acid against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death ~s described in Section 103.1 and has not been rendered harmless, provided that such claim, damage, loss o~ expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property'(othei fkan'the Work ~~ itself, except to the extent that such damage, loss or expense is due to the fault or negligence o~the party seeking - indemnity. . § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances'the Design-Builder brings to the site unless such materials or substances are required by the Owner's Criteria. Ttie Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent'o~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'inct~rs (1) for ~amediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) ~hera the Design-Builder fails to perform its obligations under Section 103.1, except to the extent that th cost and ~xpe~nse are °'" ` "'~ ~'""' due to the Owner's fault or negligence. § 10.3.6 Tf, without negligence on the part ofthe Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense ` ~ thereby incurred. -t § 10.4 Emergencies "" In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder's discretion, to prevent threatened damage, injury or loss. ,. ..f ...... ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Worlc - _ 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 fo a change in the Contrect Time unless the condition was caused by the Owner or~ sepazate conf~acto~'in which event the Owner shall be responsible for payment of such costs and the Contract Ti ye dill be adju~ted~as appropriate. 'i § 11.2 Correction of Worlc 1 § 11.2.1 Before or Aftcr Substantial Completion. The Design-Builder shall promptly cortechWork-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 r" eplacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made "" t f ,w` necessary thereby, shall be at the Design-Builder's expense. t j 5, 1 '. ~ 11.2.2 After Substantial Com Ichon _____~.--• Formatted: Highlight ~------------------•-----------p ------------------------------------------------------------ - --------------------§ 11.2.2.1 In addition to the Design-Builder's obligations under Section 3,1,12, if, within love-y~~-~~"~- ",•,~aatee€ -°...~r~r~tiey ereef-ex-N~ex-Ehe~~+~Ee-{'eF-eetttit~etta..,.m~~,.,~,.-.. St~sta+aEial-6etnpleEietief-tq : . _ _.` ! esEeHlisHe~-tH~de~Seet ien-4~1;-eF-Icy-teF~s-ef-en-cry Deeee~eHtsthe three-year duration of the Design-Builder's post-occupancy ablieallons., 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 AIA Document A1~1" - 30U. Copyright ~ 3004 and ]019 by The AmexLcan Inati[ute o[ AxChitecte. All riphte sesernd. MAPNSNfi: Thie AZA ➢ocunant Se DrolecteA Cy 0. 6. COpyclOht Law and Interne ElOnal Treatise. ~nauCCOYlxed iapLOAUCC10n of dla tsibution of this AZA DocumvaC, or eny poiElon o[ !t, may r Quit in a civil a~W atlminal Denaltiav~ and viii ba Ptoeecutad !o the maximum extent poeoible unEer the Lev. Thia draft was 26 praducetl by AIA software et 13:41 3'1 on 11/16/2 15 under Ocdet No,O]195B610B_1 which expii¢e on 0'!/14/ROl6, and Se nOt for x¢eale. (1396'!89]95) Oaes Notea~ PAPR - 004090 promptly after receipt of written notice from the Owner to do so unless the Owner has previouslygiven.the Design-Builder a written acceptance of such condition. The Owner shall give such notice prompkly after discovery of the condition. During Nye-Ewe-yee~this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives Use rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconfonning 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. 4 § 11.2.2.2 Thise tivo-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual s completion of that portion of the Work. ' r .,.. - -- - ------:•- -= ---- - -I § 11.2.2.3 Thise-t+re-yeas period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to tliis Section 11.2. s § 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 ~or accepted 6y the Owner. ~ § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged constr~tio~ of the O~net or separate contractors, whether completed or partially completed, caused by the Design-Builder's':correctiori or removal of Work that is not in accordance with the requirements of the Design-Build Documents. 1 ' f -' § 11.2.5 Nothing contained in this Section L 1.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under tlieDesign-Build Documents. Establishment of the two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to.. ~" correct the Work, and has no relationship to the time within which the obligation to comply with the Design=Build ;,. Documents maybe sought to be enforced, nor to the time within which proceedings may be commenced to establi~Sh the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically..to Correct~the Work. ~ -. ~ ~ ~§ 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written agreement specifying the.nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted~Work by inahtion or, .•' t``,r;, implication. i ~ ~ ,.` ARTICLE 12 COPYRIGHTS AND LICENSES s ~• § 12.1 Drawings, specifications, and other documents furnished by tha Design-Builder, inc(udi~g those ineleetronic form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Congactors, and an ot~er person or entity providing services or work for any of them, shall be deemed the authors and owners of thei~res'pective Cnstruments 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 Seiviceto meet official- -regulatory requirements, orfor similar purposes in connection with the Project, is not to be construed as publication in and any-other derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, . .,, 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, oy~any other '; ~ information, the Vansmitting 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, j f ' f f ,~ 12.3_Upon execution of the Agreement the Design-Builder grants to the Owner a limited, irrevocable and __ _ _ __,_~_-• Formatted: Highlight ~;~•-~••-'Tfor purposes of constructing, using, ~ ; non-exclusive license to use the Insfruments of Service selely-a+a-' ~-amaintaining, altering and adding to the Project, and as a prototypical6asis for fuhire Owner desiens.-~e~ed-EMei-tale .:_ _._ ,~ 9wper~abstat~ial~y-~eFfer~}s-it~eb4igefieris;i~ae}~t~i+~g-~rr~t-~ayE}3e~~}-e#=eta-su+ns-wl~er~-~e~etHde~-tie-Besig+~-~~+ild rved. HANtliNay ihiB AIA Document AZA Doeuwent A141' - I01~. CopyclghG ~ 2009 antl 2019 by The MerlCan IneCl[ute of ~rc~i Cecta. All righGa r is Brokactep by o, o, Copyright Lev end International Treaties. onruthorized ceproAuction or Aiotrlbution of t~ia AIA Doca~neot, os any portion 27 of it, may r salt inn civ11 aM criminal penal[iee, and will be proeacuted Eo tha maximmn extent poenible unAez the lair. 9his tl[af[ was pcoducetl by AIA_eo[Cwaas at 1J ~91~37 On 11/16/4015 under OiAei No.02]9586]08_1 which e~[pli¢B OA D7/14/2016~ and Se noC for Se6L1B. IIeez Noteax (13~6]84J45) PAPR - 004091 ~eetan~eets. 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 selet~$+~d-exelcrs~vel~-for use in performing services or construction for the Project, or as a grototypical basis for fuhire Owner design~~Should_the Owner reuse the Documents and/or Specitications for other Projects. then die Architect.'ifnot retained for the other Project(s). shall ~ tiP ~Pi~P.,P,~ „fns,., ~~aw;i~r~P~ ar~~ina n~if of fhn Pr~:A~tle\ nn.i 4n rtiP PYrP~r .,P~~»;rra,~ ti., law the (l.z~,Pr ~.,~tl ;,,,~P~,,,,;~„ and hold harmless the Architect from anv Claims arising out of such other ProjecKs). j ~; r § 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 ~•= =- --=_ e;ce}~sive}y-for purposes oFconstructing, using, maintaining, altering and adding to She Project, and as a prototypical 3ttir-Cei~aeter~e.. '.,n ,.,...", ..:.a .. -- Formatted: Hl9hlight Formatted: Highlight ..,,i,.a:..,. ~~.~~r f ' w i § 12.3.2 In file event the Owner alters the Instruments of Service without the author's written authorization or uscs the Instruments of Service without retaining the authors of the Instruments of Service, the Owger releases th ~ k Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or Work;for any of thcm, from all claims and causes of action arising from or related to such uses. The terms pf th'is SecHon'12.3:2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4..4[.1.3.2.2.:..,. _ ___ _. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build.. Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance.and i cause for termination or, at the Design-Builder's option, cause for suspension of performance`of services under thif Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days' written ot~ce to the Owner before suspending the Work. In the event of a suspension of the Work, the Design•Builder shall h~ve ho liability to the Owner for delay or damage caused by the suspension of the Work. Before resuming the,.Work, t{~e fi._ 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 perfor~iied prior to"' notice of such suspension. When the Project is resumed, the Design-Builder shall be compensated for expen'ses.•'' incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builders compenSatidh for;° f ~ f ,r`` and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons otper than the fault of the Design-Builder, the Design-Builder may terminate this Agreement by giving not less than s}ven days' wri~ten~notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the otherparty 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 term mate this Agreement upon not less than seven days' written not~ce to theDesign-Builder d 2'~ for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault oFthe 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. rved. NAAHIuo: This aFA Document AIA Document A1~1" - ]OU, Copyright ~ So09 antl 2019 by Tha Anerlcm InstiWte of Archltae[e. All rights r is pmtectatl by 9.8. Cogyripht Law and Intesnetlonal lYeatlea. onauChocizad xeproducclon or Alatributlon of Efilo rIA Docw~ent, or any portion oL St, may s salt Les veY6 civil end cYSulnal penaltieu, anp will Da pzoeecuted to the aeximlm extent po0eible ender tha law. ThiB draft was 28 pcOtlUCed by AIA eOECwflYe eC 1] 41;37 on 11/16/2015 ~ndai OiEei No,02 9566108_1 which expires oh Oi/14/~016~ and in not Eor roeGle. (1346789D45) OOe% Noteo~ PAPR - 004092 § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 TcrminaHon by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or employees, or any other persons or entities performing portions of qie 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 t8at r~quires all Work to be .1 i ; stopped; .2 An act of government, such as a declaration of national emergency that reyuires akl Work,..,to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the De§ign-Builder of the reason for withholding certification as provided in Section 9.5.1, or beca~se the Owner-has not -- -made payment on a Certificate For Payment within the time stated in the Design>Build Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon'thebesign-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 vesign-Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entilios performing j~ortions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions;del~ys or interruptions of the entire Work by the Owner as described in Section 13.23 constitute in the aggregate more than 100 pe~cent of the E f total number of days scheduled for completion, or 120 days in any 365-day period, whichever "s less. i § 13.2.1.3 [f one of the reasons described in Section ] 3.2.1.1 or ]3,2.1.2 exists, the Design-Bui~der may; upo seven ' days' written notice to dte 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. ~ F § 13,2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fialfiU the Owner's obligations under the Design-Build Documents with respect~to i matters important co the progress of the Work, the Design-Builder may, upon seven additional days',writfen no ice~to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.211.3: -- .,. § 13.2.2 Termination by the Owner For Cause -::... '` • ., . § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder .1 fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within`a-. __ reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants,,Contracfors, ,: '' or workers or proper materials; fails to make payment to the Architect, Consultants, or Contractors for services, ~aferials;or labor in , .3 1 ~% ~ ~ accordancewith their respective agreements with the Design-Builder; repeatedly disregards applicable laws, statutes, ordinances, codes, rules and ~eg~lations, orjaawful' .4 orders ofa public authority; or ~ ~ t~ .5 is otherwise guilty of substantial breach of a provision of the Design-Build Documents. ~ { ~ i ,' ~ .„ j § 13,2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of ~ the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice,terminate employment of the Design-Builder and may, subject to any prior rights of the surety: Exclude the Design-Builder from the site and take possession of all materials, equipment; tools, end .I ~ ` .._ construction equipment and machinery thereon owned by the Design-Builder; .2 Accept assignment of the Architect, Consultant and Contractor agreements pu~suanx;to' Section 3.1 ~15;, ~` and j ;' Finish the Work by whatever reasonable method the Owner may deem expedient?Upon written request `; }': ,3 of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs 1 f S 4 incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section':13.2.2:1; fhe Design-Builder shall not be entitled to receive further payment until the Work is finished. ?--.----, .:,-. __,_._. ,_. __ ._ rved. NA1INIlia~ YhSo AIA Docwnent Axx aocument AU1^ - 201 . copyright n 2Uo4 and sOU by Tha American InatSCuta of Archi Cecte. All tighGa z is Drotectad by 9. B. CODYright Law anQ Iaternatioaal TieatlaG. Onauthoslzetl reproduction or die triDution of thLa AU DocumeeC, px any Bortlon 29 of St, may r Ault ins c1v11 and crtminal Denaltiea~ an0 will be proeecutaA to the mazLaw eaten! poreible under the lev. lfiie draft waa pxodutttl by AU eoftvare at 1]:91:]7 on 11/16/2015 unAe[ Oitlei No.O]39586208_1 which expixee on 07/1~/]016~ and !s not fo[ [Bale. (1306]84345) Oeer Nate9~ PAPR - 004093 § 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 shalt be paid to the Design-Builder, if such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner, The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. § 13.2,3 Suspension by the Owner for Convenience ' § 13.2,3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, dela~ or interrupt the Work in whole or in part for such period of time as the Owner may determine. 13.2.3.2 The Contract Sum and Contract Time shall be ad'usted for increases in the cost nd time caused.b suspension, delay or interruption as described in Section 1323.1. Adjustment of the Contact $um shall include profit. No adjushnent shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Goniract. i i s § 13.2.4 Termination by the Owner for Convenience k § 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 Owne~'s ~onvenien~e, the Design-Builder shall .1 cease operations as directed by the Owner in the notice; ;_____ ....,__„~„_,.,:,,,_.F,:_,,,,,._. _., . .4 .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.~f , § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to recgive payment for Work executed, and costs incurred by reason of such termination. ..~~ ~ ARTICLE ]4 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims ... § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of `~ ! money, or other relief with respect to the teens of the Confract. The term "Claim" also includes,other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The ~.. ~~ .~~ ~ "~~Y '; 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 aU claims and causes gf actio'n, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Con~ract in accordance with the requirements of the binding dispute resolution method selected in Section `1,3, within~the~ime period specified by law. ~ _ _{ ~, ____ . _; § 14,1.3 Norice of Claims § 14,1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner orDesign-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 P»ymenw After Final Payment, Claims by either the bwger orDesign-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 requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 1A.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed m 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. . 3 ASA Doeumeat A1~1~ - 3011. Copyrlgh[ ~ 200 a11d 3011 by The American Institute aE Azchitecta. All tlphte ceaervad. HAFNIt~C: ilia AIA Document Sa prnteetop by 9.6. CODY~ighk Law sad Internal Sonal 'treatise. anauCLorisee repYoduction or tliatributlon of this AU tlocwent, or any portion 30 eivll and criminal yenaltiea, and viii be proveculed to the mazLnm extenC poeciDla mGaY Che lay. Th18 CreEC was of St, msy result Sn s plotlUCBtl by AIA aottwaie dt 13 ~41~3] o~ 1]/16/3015 UndGi OiOec No.0239586308_1 Mhich e%pizBB OA 07/11/2016 end Se not foi i sale. (1346'IBO]96) Oeei Noise l' PAPR - 004094 § 14.1.5 Claims for Additional Cast. 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 ofthe Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or properly arising under Section 10.4. f ,. .., § 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 necessary. .. ~iy-data-su nal-£er-il~ f . . -----~ ---t--•---~--------------- ee~eHfe~__--_. Formatted:Hlghllght ~~~ariekly covered elsewherel i § 14.1,7 Claims Tor Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damaged arising out of or relating to this Con[ract. This mutual waiver includes i i .1 damages incurred by the Owner for rental expenses, for losses of use, income, piofit, financing, business and reputation, and for loss of management or employee productivity or ofthe servlces'of such # ~ persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensafion'of' personnel stationed there, for losses of financing, business and reputation, and fPr loss. of p[ofit_~xcept anticipated profit arising directly from the Work and otherwise available under this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's terminatjon in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents..,,.-; ~ § 14.2 Initial Decision ? ,. ~ 's § 14.2.1 An initial decision shell be required as a condition precedent to mediation of all Claims,between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3~ana. 10.4 of the Agreement and Sections B.3.2.9 and B3.2.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing; •_ the Owner shall render the initial decision on Clauns. ~ a § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owncr. If the Owner initiates a Claim, the Design-Builder sha11 prtsV~de°~ written response to Owner within ten days after receipt of the notice required under Section 14.13.1. 'Chereafter, `4he C)wner' shall render an initial decision within ten days of receiving the Design-Builder's response: (~I) Withdrawing the Claim ~ f in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. ~ ~Y j ~ • § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim; the.Owner w411 take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (1) request additional suppoRing data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial -decision approving the Claim, (4) suggest s 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. § 14Z.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. e retention of such `: ~ ~ persons shall beat the Owner's expense. § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to fumishadditional supporting 4t data, the Design-Builder shall respond, within ten days after receipt of such request, and shall Wither (1) provide a `" response on the requested supporting data, (2) advise the Owner when the response or supporting data will 6e"" famished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of 4he response or supportingdeta, if any, the Owner will either reject or approve the Claim in whole or in part. .y € j AL1 Document A111" - 2011. Copyright ~ 1004 aMl Y014 by The Americnn Institute of AichLteeta. All rl9hta teaervaE. HAANStXi: 'fhia aIA ~ocumant le DrOtaeted by 0.8. Copyctght Lew ~nA Internatienal Treaties. Onaulhorized seproductSon oc dlokribution of thin AIA Docwoent, or aey portion oG 1!, may result 1n • erB civil end Criminal yenaltiee, anA vlll ba proaewteA to the mazlmum exkent poeoible unCec Che law. Th33 tlralt Wee 31 ptOducetl by PIA eoEtwaie at lJi<1 ~3'/ OP 11/16/2015 Untlei OitleC No,01J95B630B_1 Nhieh e~icee on 0'!/14/2016 anA ie not for' i sale. (1]46780745) Qaes Noteet PAPR - 004095 § 14.2.5 7'he 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. § 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. i § 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 p~riy'receiving fhe demand fails to file for mediation within the time required, then both parties waive their rights to mgdia[e or pursue b~ndmg dispute resolution proceedings with respect to the initial decision. } =--. m -- --- .I y § 14.2.7 In the event ofa 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 tesol'ving the controversy. § 14.3 Mediation S S § 14.3.1 Claims, disputes, or other matters in controversy arising out of ar related to the Contract, except ttiosewaived 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 finding dispute resolution. ~ j j i , § 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.b9 day& f[om_the date..._......_ of filing, unless stayed for a longer period by agreement of the parties or court order. § 14,3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall -; E be enforceable as settlement agreements in any court having jurisdiction. ARTICLE 15 MISCELLANEOUS PROVYSIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. ,,._ '` ~- ,` § 15.2 Successors and Assigns ,.,.. ,.. § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, succe Sors, assigns'and legal'` ,.~ '`~ representatives to the covenants, agreements and obligations contained in the Design-Build ~ocuments: Except as provided in Section 15,2.2, neither party to the Contract shall assign the Contract as a whole pdithout writteq consent of the other. If either party attempts to make such an assignment without such consent, that paity shall neverfheles~ a remain legally responsible for all obligations under the Contract. S § 15.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing ~._ ,_ _„_ ,_ construction financing for the Project, ifthe lender assumes the Owner's nghts and obligations under the Design Build -- -Documents. The Design-Builder shall execute all consents reasonably required to facilitate such assignment ~ § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates; other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment~~o a;lender, the Design-Builder, Arohitect, Consultants, or Contractors shall execute all such consents that are nonsistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. T'he Design-Builder, Architect, Consultants, and Contractors shall not be required to execute ce ifiCates or consents that would require knowledge, services or responsibilities beyond the scope of their services. 4 k a i ' '+ ~ !. AIA Uacu~evt A111" - 1011. Copyright ~ 3D01 and Y01~ by 'Me AneYicen InBtlNte o[ l~cChl[ecte. All iight~ ca~azved. 11AIWINc: Thia AIA Doe~weot is D=otecCed by 0.6. Copye3B~t Ww ane inearnational r=eeeiae, ormnehorized reproAuation ar dlatr~buEion oL Chin AU Document, or any yorEion o! St, may rsaulE !v a civil and cYiminal panaltiap, and will ba Dzosecuted to the ~eanlwiw erztenE Doeei~le under the 18x. Thie dcaEt vNa 3z [IYaduc@tl by AIA aoEtwate nt 13 ~93i77 oh 11/16/3015 under O[08i NQ. 0279586109_1 which EzpSZe6 OA 07/14/2016, 9nd SB t1aC [or [eeale, (1]46'184345) Deet Notee~ PAPR - 004096 § 15,3 Writtcn Noticc Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of die firm or entity, or to an officer of the corporation for which it was intended; or iPdalivered 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 fianctionatity 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 re)nedies available"' thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remediesiotherwise imposed or ~ . -available by law. ~ ! § 15.4.2 No action or failure to act by the Owner orDesign-Builder sha11 constitute a waiver'of aright 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. ~ ~_. , 1 § 15.5 Tests and Inspections 1 ~' § I5.5.1 Tests, inspections and approvals of portions of the Work shall be made as required, by the Desig ~-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of~publ~c authorities. Unless otherwise provided, the Design-Builder shall make arrangements for sudh tests, inspeotions and approvals with an independent testing laboratory or entity acceptable to the Owner, or withthe3appropriafe public ' " " authority, and shall bear all related costs of tests, inspections and approvals. The Design-Bulder.shall. give theOwner._,_. _ . , timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until s 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 arrangeihents for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall,give timely n ~ice to i..,, 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 expense, ..,. f § 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 Ir' '`;~ e ,,,:~~" necessary by such failure shall be at the Design-Builder's expense. ~ ~~ 'F § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise requrred~by the Desigr3=wild' ~ ~ E f'` 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;'theOwner ~ i _ _ ~ ~_ „_, ,..,._ .:.:.,...,,, 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 rr`lade promptly to avoid unreasonable delay in the Work. ~-- - S § 15,6 Confiidenti~l Information If the Owner orDesign-Builder transmits Confidential Information, the transmission of such Confidential Information °j constitutes a warranty to the party receiving such Confidential Information that the transmittrng~arty is authorized to ~ transmit the Confidential Information. If a party receives Confidential Information, the recaivmg party shall keep the ~; S Confidential Information strictly confidential and shall not disclose it to any other person o}~ en ity except as set forth i i ~ i in Section 15.6.1. 1 ~ § 15.6.1 A party receiving Confidential Information may disclose the Confidential Informa ion£as'iequi ed liy7aw 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 employees, AIA Document A1~1^ - 1014. CopyYlght 4 Y00~ nnA 2014 by The Tmerican InetiCUCe of ArChi[ecte. All rights reserved. NAPNIA'os 2hia AIA Document is protected by D. e, COpy[ight Lsv and Taternational Treatieo. Onavthoiized ceproduetlon or dletilbution of t~10 AU DOCwcenC, or any pottlon of it, may r aul! ins efvil antl esinlnal penaltiea~ and w111 be ptoeecutetl to the maximum extent DoesiDle mQeY the lay. Thie d[afL W98 p[oduted by.AIA eof[waee e[ 13~~1~37 oR 11/16/3015 under oYAeY No,0P195B62oe_1 whSCh explieB on 09/la/2a16~ end ie not COL r sale, I139678~346) Deer Noteei 33 PAPR - 004097 convultants 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 asset forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles onumbered articles or (3) the titles of other documents published by the American Institute of Architects. j § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying ~ords'such as"all" and "eny" and articles such as "the" and "an," but the fact that a modifier or an article is absent From• one statement and=- -- - - - -a r 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. ~ ~ f S Conduct of the A~ehete~K's-Design-Builder's Principals, Employees, Agentg and Representatives ' j t t i ► ~ The safety and security of District staff, students and the general public are of uhnost priority to tFie District. To that end, the n,y,,:~~'~..« ^~~' Uesien [3uilder shall be responsible for ensuring compliance Isy the""°=_~~;;;~Desen Builder and any employees, agents or representatives. or suhcontractors of the ~trrlti{eelDesi n-Builder_:including._. all Design Consultants, to the following: A. No drugs, niwhol, knives, fi rearms or other weapons on District property, whether or not there .is an ..-•existing occupied building. ~B. No_fratemizing with,_threats_to,_or use of abusive_or profane language in the.presence of.students__parent§, ____..- Formatted: Fontrnbr.Auto , f visitors, or District representatives, agents, or employees. •`- ., ~ C. Na improper attire, actions or gestures while on any District property. No smoldog on Aistrict property in conformance to Horry County Board of Education policy. Violatibns~of such policy shall result in a civil penalty of up to $1,000 per n~~_;;_:;-_^occurrence to the individual,[esponsible. "''• .. andlor the Architect for whom the individual is a Principal, employee, agent, or representative. ~.~::;t~s E D. Secure SLED (State Law Enforcement Division) criminal background checks on all the ,"~~ Desien-Builder's Principals, employees, agents, and representatives, and subcontractors. performing work on District property and contractually require the same of all Design Consultants, their employees`agents, and } representatives. No employees, agents or representatives. or subcontractors, of the ~4r~itee4and Design ~~ •-~••',~,n,~-~Builder having commiUed violent crimes, crimes against children, or crirrfes oFmoral'turp?tude ave, allowed access to the District's premises. Such SLED criminal background checks slialtibe maintainec~'~on,file in the offices of the resNeeEtve-ire'•".~„~~"a Design Ge~~siilte~t-Builder and made avaijable ro appropriate j 9 ` District personnel or the Districts legal counsel immediately upon request. Promotional Materials i q ~ ~.,.. ...,_,. _ .<.~ Y j :.._:.--..:..::._.,_.. t The Design Builder shall have the right to include photographic or artistic representations of thedesign of the Project among the Design B u i 1 d e r' s promotional and professional ruaterials. The D e s i g n B u i l d e r shall be given reasonable Access to the completed Project to make such representations. The DistricYshall provide..:., professional credit for the Architect and D e s i g n B u i 1 d e r in the Districts promotional materials for theProject. The Architect shall not make any representations in promotional and professional m&terials°other than the'^, '4, identification of the District without the Districts approval of the written copy prior to sub~ission, printing acid 1 ~'~ distribution. This wndition shall survive termination or completion of this Agreement. r i Drug-Free Workplace S f E ~ ., -__. .. . . .._,.. ,. , - . d The Architect and the Architect's Design Consultants shall be responsible for initiating, maint8ining 8nd sApervising all drug-free programs in connection with the performance of this Agreement, The drug-free programs shall conform AIA Doeunent A111" - 301. COpyiight ~ 1004 8ntl 3014 by Tlfe Merlcan InBtltuta of ArChitecte. All ilgdta iaaervaQ. NrRlliti0: iLle AII~` ooCvmant is protected b7 O.B. Copyright Lev anq Intecnatlonal Treaties. OrmuCLoslzed capzoAu percent (a3t5 ~ %) on the Work. Pending final determination of cost to the Owner oP Changesin theWork, amounts not in dispute shall be included as provided in Section 6.3.9 of the AgreemenC, 'i ° rj AIA Docunmt A111~ - 1011 Sxhl~it A. CopyCighC ^ 2009 and 2014 by The Amecice~ InsCi[ute Ot A[Ct1ltaCts. All rlyhto is erved. NARNIIiG~ thla AIT~ Doeumeut Sa HrokecteQ by v.a. CopyrigM1t Lew and Inter~utlonel Treatieo. OnauCbozi:eA reproduction or dlotributSon of thiu Ala Doewneop, o any porClon o[ St, may r eu)C in a civil and Criainal penalties, a~ viii De pLosOwted to Ga maximum extent poeaiLle under the lay. Thie d[9ft MLe plOtlu Ced by A7A BoftMaYe eC 14 t23~96 on 12/02/]0]4 Untlei OiCeY N0.0551643U66_3 which exp3cee on 06/I2/2015~ dnd SB noC [or ieeale. (13815R'/~06) Oaet Notee~ PAPR - 004102 .2 .3 .4 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owncr, suitably stored off the site at a location agreed upon in writing), less retainage of ithree and one-lialfl percent (t~3.5» %); Subtract the aggregate of previous payments made by the Owner; and Subtract amounts, if any, the Owner has withheld or nullified, as provided iq Section 9.5 of the Agreement, j i § A.1.5.2.3 The progress payment amount determined in accordance with Section A.1.5.22sliall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increasethe total payments to the full amount of the Contract Sum, less such amounts as the Owner shall deterinirie for incomplete s Work, retainage applicable to such work and unsealed claims; and (Sectiav 9.8.6 of the Agreement disce~rses release of applicable retainage upon ~ubslanlial Canplelion of Work.) " "` .2 Add, if foal completion of the Work is thereafter materially delayed through no;~fault of the DesignBuilder, any additional amounts payable in accordance with Section 9.10.3 of the Agreement. ~ I Y § A.1.5.5 Final Payment S ~ € § A.1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the OSvner to tfie Design-Builder not later than 30 days after tha Dasign-Builder has fully performed the Con~ract'and the ` --~ requirements of Section 9.10 of the Agreement have been satisfied, except for tfie Design-$uilder's,resppnsibility to_. correct non-conforming Work discovered after final payment or to satisfy other requirements which extend beyond final payment. ' F ARTICLE A.2 CONTRACT TIME ,...-•~ § A.2.1 Contract Time, as defined in the Agreement at Section 1.4.13, is the period of time, including authorized ; `" 1 ! adjustments, for Substantial Completion of the Work, `.. ~ t. ~A_2.2The Desi~n_Buildershall achieve Substantial_Completion of the Work as follows:_ __ ____ __:, .,~_.._ ___E_.,__.._.-- Formatted: NotHiyhlight (/nsert number of calendar days. Alternatively, a calendar date maybe used when coordinated with the date of , 1 commencement. if appropriate, insert requirementsfor earlier Substanria! Completion of certain portions of the i Wa'k.) o later than Ma 1 2017 `" ------;-----•- -- ------------- , ------- - ' ----'= -------• ------= ------ --. Formatted: Hlyhllght i =' subject to adjustments of the Contract Time as provided in the Design-Build Documents. ~ :f (basert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion nn ran ~o ~ for bonus paymentsfor early completion of the Wor/c.J y t s __ ' uLiquidated damages per A141-2014: » __t S •-- ---- ---- ~-•- ~-- — - --- --ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the Owner's Design Requirements (including addenda to Aie RFP) and the Design-Builder's proposal to the Owner pursuant-taOwner's, Solicitation No. 1415-91.: § A,3,1.5 Allowances and Contingencies; ~ ~ (Identify any agreed upon alloi~~ances and contingencies, including a stalernent of their bus'js.) ~ 1 Allowances ~OWner Futndure Allowance $ 1 500,000 ? i ~F i 4 "--- Formatted: NotHighllght ~ t ,. _ .. ___.__--- Formatted: Not Hl9hlight AIA Docun~nt A111" - 301{ Ixhibtt T. Copyright ~ ]004 and ]014 by The American Inst1[uCe of AiChSteCte. wll rlg6ts [e red. HARNINC~ Thle AID Oocumant is BroCeeted by v.e. Cepyright Law and Snternational SreaCieo. UnautMrlaeA repra8uction a[ ASotrSbuCion of Chic AIA cLv11 antl crlminal penelt3ee, end rill De pro cuted to the maximum extent poneible Docwoant, a any portion of it, vay revolt Sn v under CMe lay. This draft pee produced by AIA eof[ware at 1<~ZSi16 on la/aY/2014 antler order ND.05616a]o66_1 which expires on o6/41/2015~ and ie not Cor resale. (13815x7406) Deer Notea: 3 PAPR - 004103 Owner TTardware Allowance: $ 350,OOQ OwneYControls Allowance $ 650,000 $ 750,000 Owner Fire Alarm Allowance Owner Special Inspections All $ 150,00 Owner Commissioning Allowance $ 125,000 Owner Technology Allowance $ 1 ,865,000 $200;OOQ Owner Landscaping Allowance .2 Contingencies Owner contingency~is currently Not in Contract and amounts will he determined 6y_ivtodificafioii.__ ___._--- Formatted. Not Highlight § A.3,1.6 Design-Builder's assumptions and clarifications: yPtirsuant to the Proposal accented by the IIorr~Count~,Board of Education on November 2, 2015.__;._ ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder's key personnel are identified below: (Identrfj~ name, t!!le and contact informationf ~ s t { _,__ ;_ ;_,__-- Formatted: Highlight j`~"'~ j ~ k Carolina Forest Middle School; Superintendent. Mark Branch ProjectManager.CharlleRollins Assistant Superintendent. Gary Pipkin 5 ) ~' .__ - '"'"-_,_._.__, . ,.. § A.4.2 The Design-Builder shall retain the following Consultants, Contractors and suppliers, identi£ed below: ,,. (List name, discipline, address and olher inforrnado~t.) _ StL+a Architects: Architect, Raleigh NC IYleteon/TA Loving joinK venture: General Contractor, Pembroke NC ARTICLE A.5 COST OF THE WORK - _._ , I §A.5.4 Other Agreements § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Documents. ,.::-- -- _. § A.5.4.3 The agreements between the Design-Builder and Architect and other Consultants identified in the 't Agreement shall be in writing. These agreements shall be promptly provided to the Owner upop the Own'h~r's written request. ~ f~ § A.5.5 Accounting Records p ~ ' The Desi n-Builder shall kee full and detailed records and accounts related to the cost ofEhe j~Vork,and.exerGise . ._ ?: such controls as may be necessary for proper financial management under the Contract and';,to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner The Owner and 4he Owner's -- ---•-•--- - -i auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Design-Builder's records and accounts, including complete documentaEion•----- . supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Contractor's proposals, purchase orders, vouchers, memoranda and other data relating to the Contract. Thy Design-Builder shall •.. ~t preserve these records for a period of three years after final payment, or for such longer period qs"may be required by law. ~` ~ ` i i y ! ' § A.5.6 Relationship of the Parties 9 The Design-Builder accepts the relationship oftrust and confidence established by this Agezment and covenants 4 with the Owner to exercise the Design-Builder's skill and judgment in furthering the intere~ts of tfie Ownei;to"" - ` - -- . . -~ fizmish efficient construction administration, management services and supervision; to furnish.at all-times an . .nL1 Doeu~enG A1~1" - 301 6zhlbit A. Copyright ~ 100 and 4014 by The Ame[lcan [neCltute of Aiehltects. All rlpht~ [e ived. XApNINQ: T61s AZA~ Document la Dtotected by 4.3. COD1Tig~t Ldw dnd Intlin0~lonel Tteatlee. VnauClwciseA reDtoductiOn or AistzlbuCloL of this nxA' c1v11 mA criminal yeneltiop~ and ~+L11 De 8roeecutnd to the ma~clmum extent poaaible Ooeument, o any gortian o[ 1<, may rnuult in o under the lev. Thle deaf[ Nab produced by AIA eoEtwaie a[ 19 i21~46 on 1R/OZ/ 014 under Orde[ Na.o5516~2066_1 which expitea on 06/f2/2015, antl !a noC Eor [esale. (138153]406) Oaac Nob6s 4 PAPR - 004104 adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. This Amendment to the Agreement entered into as of the day and year first written above. ~ ... i OWNER (.Srgnatm•eJ z~Jolm Gardner, Chief Financial0fficer »« -» (Printed name and tills) t DESIGN-BUILDER (Signaku•e) Robert Ferris,.Authorized';Membert< ntt u (Pr•irrted Hants aead title) s t _t ~•--.. ~ ~ ,.. i 1 ' i j ._ .. _,. ~ ,.- ._~ ,. .--., , -; ,~ ...... ~ ~ ~. i j .... ~~ g s_...., :. . . . .~ ~ .__._:_~ E AU Document A1~1~ - 3011 Ethiblt !1. Cbpy[ight ~ 200 L'M 3014 ~y The Rme[1t~t1 I~BCS[UCe oC Aichitecte. rll i'Sphtr reeeiVpd. XAPNINOt idle TIA ➢ocument Sa Dre Gac!