Sheri L. Wainscott From: Sent: To: Subject: Attachments: Keith R. Powell Wednesday, November 18, 2015 6:13 PM Robbie Ferris (RFerris@sfla.biz) HCS contracts forms Standard HCS Const Contract Lang.pdf; 673757_2 141 main -Working Draft - (1).dacx; 673449 EX A.docx Importance: High Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Robbie — Following a lengthy discussion with the HCS, attached are the two main documents marked up again. Also attached is a PUF I just got containing information about two topics referenced in the drafts, which I wish had been provided months ago. You should carefully review these, especially highlighted areas. Three Itey issues: 1. HCS wants to maintain the May 1substantial completion date that is in the consciousness of the public and the board, unless and until the Board agrees to a change. 2. HCS also wants to be able to use the designs as prototypes for the future, another topic which I wish had been brought up sooner but one to which they attach obvious importance. They wanted to "own the plans" but have tried to convert this to a license to use it as a prototype, recognizing the SC Architecture board's policy on the same requires re-sealing of re-used plans anyway, and also recognizing that there is no need for HCS to "own" the copyright to your work to the extent you may want to copy your own work elsewhere. 3. HCS does not want to pay for "proposal prep" although they are agreeing to being billed for the part of your work that is carrying forward into the end product, so you will see that noted. realize we will need to discuss these issues tomorrow, which is why planning to sign something at 3 pm probably wouldn't work given that I have to male 5 sets to cover all the projects, and can't do that until terms are settled, Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-hailigan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. REDACTED i PAPR - 004106 HEIACTEI ; : -_: ~ ~- PAYMENT PROCEDURES (Exhibit F) PROJECT NUMBER; -- (S"' n . . ~ PROJECT NAME: J Payment Repuasls: An ilemizod payment request shall be submitted fo the Dlstricl by the 25°'day of each month that payment is being requested and at completion of the project, using the form provided by Ilse District. Tho payment request shall no inciudo a) any v~ork anticipated to be completed but not comploled by the and o(each month being requested; b) any materials not incorporated into the work to be performed except (hose properly stored as stated in the Contract Ayreemenf; c) any damaged, used, inferior or su~sfituled materials not meeting the requirements and standards of the contract; nor d) any amounts tho Contractor does not intend to pay fo any subcontractor or suppNer, when performance or material quality is in question or any other dispute is pending. I(, upon revie~v o(the payment request and based upon the best determination o((he District, Iho amount requested does not accurately represent, in the DislricPs opinion, the progross of the completed work to be perlormQd in the Scope o(Work (Exhibit A), the District shall have the right to adjust Iho payment request to more aceurately roflect the percentage of completed work/services. The District shall approve and authorize paymeN to the Contractor no more often than once monthly, Fqr projects loss Than lortyfive (A5) days in dur7lion, payment shall be made once upon completion d(Ihe work and cloan•up of the worksile. Payment by tho District of undisputed amounts shall ha made by the 15~~~ day of the following monlli H raquesl is received by Contractor by the 25~° o(the month. If payment request is not received by the 25~'~, the payment trill be mado within thirty (30) days Irom the dale the Dislrld receivos the payment reyuesl. The District may docile not to approve or process the Contractors payment requosl or, becauso o(subsequenily dfswvered evidenco or obsarvalions, may nttlli(y the payment request, in eihole or in part, to such extend as maybe necessary to protect the District from loss, The District shall notify the Contractor the reason for nen-payment. The payment request in dispute or amount withheld shall remain unpaid, without interest accrual, unlit such lime as Iho Contractor and the District resolve the d(spute or the condllions resuilfng In nonpayment. Payment at Proleci Comalotion; Vdhen the Contractor considers all work in the Scope of Work (Exhibit A) completed, lho Conirador shall submit a final payment request along with all final documents required by the Oislrict. The District shall inspect the work and, i(the District agreas that all work is complete and appears to bo in conformance trilh the contract documents, the District shall process Ilse linal payment, less any amounts the Contractor may owe to the District, olio Engineer or regulatory authority. Payment at 7orminaHon; When lemiinelion is predicated upon cause, the Contractor shall not be entitled fo (urilier payi~nt until all other obligations related to completion o(Ihe work by the District are fulfilled and it is determined by the District a balance of the contract price is remaining and the Contractor is entitled to such payment (or pert~nnance o(work in accordance with the comracl documents prior 10 termination. If costs to finish Ilse work exceed Ilse unpaid balance, the Caifraclor shall pay the diflorence to the District. The amount ~o be paid the Uistricl, shall survive formination of the Conl~acl Agreement as addressed belotiv. Recovory of Stuns Owod; 1Nhanever any sum of money is recoverable from or payable by lho Contractor to the D(slricl, Iho Engineer or any regulatory aulliorily, llie amount may be deducted from any p2yment Io Uie Contractor under Ihis contract or any other contract behveen the Contractor and the District at ll~e time. Should the amount rnved/recoverable be greater Than the amounts yet payable to the Contractor, rho Contr~clor shall reimburse the District for all remaining amounts. Tho district shall hava the right to declare any business entity operated by the Contractor as non•responsfblefrom any future contract awards until all amounts due to the District are pall In full. The Contractor end District agree to the payment request procedures Identified herein as an integral part of the Conlrocl Ac~reemenf. End o(Exhibil F (Except for Form Provided) HCS~CC•Exhi6il F ~9~2012) Convat(oi Inmals _ _ _ _ Dislncl lnWilY .__~ PAPR - 004108 4 5?Ulr~ ,}~hi~ CHANGE ORDER PROCEDURES (Exhibit E) PROJECT NUMBER: PROJECT NAME: Following are the requlremenls (or Ghange Order procedures: Ghanpes Repulrad in the Work: All di~cullies inherent in construction work cannot be foreseen during design and solicitation of a project; therefore, the District reserves the right to make changes in the work without invaUdaUng the Contract Agreement. The Contract Ag~eemenf shall not be substantially amended or varied nor shall a change in contract price or contract time be effected without execution o1 a Change Oder. In the absence of total agreement between the Contractor and the pis~rid on the terms of any Change Oder, the District has the right to Issue a Cortsfruclion Change Directive (CCDj as a directive which shall have the same force and effect as a Change Orderon the Contractors ueriormance and In ettectinQ the change to the Contract Agreement. Any changes authorized shall be performed under applicable provisions o! the Contract Agreement, and the Contractor shall proceed promptly to execute the work as described, II the Contractor defaults or neglects to execute a change In the work, the District shall have all remed'ces stated in the contract documents and afforded by the QisGicl's Procurement Code and the law, including notification to the Surety. Channe Order Cost Adjustments: When the District determines a change to the work Is necessary, a request for pricing will be submiged to the ConGactar. The ConUactor shall reply promptly with an itemized cost to complete such work using the Contract Change Pricing form hereto. The DisUict shall have the right fo make any changes fo the pricing deemed appropriate and in aaordance with prevailing industry rates and other requirements of the oonlract documents. Any adjustment to the conUact price sha(I approximate the actual, un-inflated costs to the ConUactor or suboonlrador with all costs jusGfiahie with prevailing standards Including reasonable ovefiead and profit and shall be based on: A. A total sum pronerlV Itemized and supported by su~Gent substantiating data to pertnil evaluation, adjustment, and approval by the District. 9. Unit or incremental pricing staled in the ortginal quote as negotiated and agreed upon between the District and the Contractor. C, Any allowances for Contractors purchase of materials, equipment or processes or for other specified work as established in the contract documents or otherwise required by the District through a property executed Change Order (or which the Contractor shall supp{y invoices o(actual costs for reimbursement by the DisUict. !f the ConUaclor does not respond promptly wiUi an itemized estimate o1 the change in contract price or contract lime when notified by the District of the change (n work, the method and amount o(the adjustment shall be delertnined by the District on the bests o(reasanable costs or savings attributable to the change in work. If the Contractor does not agree with the change in conUacl price or contract Gme slated in the issued directive and cannot resoNa the disagreement through the informal complaints process with the DislricYs ConsUuction Manager, the Conhactor may pursue the steps for a conUact conVoversy as outlined in the DlstricYs Procurement Code, Disagroement with any change In contract price or the initlatlon by the Contractor of the comalafnt or conVact controversy claims procoss shall not give rise to a rfuht on the hart of the Contractor or env subcontractor to defav or postpone the work described In the Change Order(ordlmctivej, Cif,ange Order Allowable Pricing: For any change in contract price, the Gontractar shall provide, Itemize, and justify with appropriate suppoNng data, direct costs attributable to the change. Direct costs atlributable to the change in work shall be limited to the (olbwing: 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 pans of the City of Myrtle Beach as o(August 1, 2009), or other such costs inherent in the provision and delivery of such malerfals, equipment and processes by iha supplier or manufacturer. 8. Costs o(direct labor based on actual hourly labor motes multiplied by the actual work hours required to accompUsh the change in work when such change in work results in additional contract Gme or labor, No Contractor or subconlrador shall ask for direct labor costs, when work required can be accomplished with the existing work force, In conjunction with other ~oncurrentwork, and during the cuttent approved contract Ume. The hourly labor rate (or any addlUonal contract time or laborers shall be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Ordat execution. C. Costs of fringe benefits for additional direct labor, including soo(al security, unemployment or other taxes, health and workers' compensation insurances, or other benefAs required by agreement, custom or applicable laws, Such fringe bene0l rate shall not exceed hventy-eght percent (28°h) and the DlsUicl has the sight to request itemized documentation proving the binge benefit rate used. D. Costs ofmachinery or equipment rented or leased in the short term specifically fir completion of the additional work io be peAortned. Such equipment rentedlleased shall nolCuslomarify be owned by the Contractor or any subcontractor affected by the change but shall ba necessary to the accomplishment o(Ihe 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 o(Cantraclor• or subcontractor-owned equipment or macfiinery, which costs are Included (n the overhead computation. E. Cask a( permits or Inspection fees directly adributable to the change In work and not included as part of the Contractors requirements nor aflribulabte 10 the Contraclofs nonpe~tormance or non~onfortnance to the Contract Agreement. F, Other such dlrecl cos4s directly attributable Io the work and approved by the District. G. Any additional cost resulting Irom an amendment to performance and payment bonds but in no event more than one percent (1%)after application of overhead and profit provided for elsewhere, The ConVaclor shall be responsible (or notifying the Surety of any changes in the contract price, i(required by the Surety. Casts itemized shall nod exceed the unit costs as listed In the most current issue of Means ConsVucUon Cost Data or actual costs jus8fled to the satisfacli~n o1 the Dlstrid. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly aflribulable to a change in work shall no be included in direct costs but shall be considered paA o(the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, byway of illustration and not limital'ron: A. Labor hours and fringe benefit costs of the worksite superintendent(s) when such costs were Included, or should have been Included, in the original bid submitted or result from the Contractors inability to meet the approved schedule or required completion date. The ConUaclor must prove, to the satlsfactfon of the Dlstricl, such additional costs ere dlreclty attributable to any extension of time beyond the last approved completlon date. An Increase in contract price for additional site supervlsfon shall be at the District's sole discretion. B. Perceived additional costs atlributable to the Project Manager or supervision and coordination oI subcontractors, suppliers or Contractor employees. C. Costs refaled to use, rental, purchase or replacement of equipment generally or customarlty necessary to accomplish the work but not to be incorporated into the work such as, byway of illustration and not limitatlon, hand tools, generators, deaning equipment, scatfold(ng, signage, fencing, vehicles, fuel, and so forth. D. Transportation or Uave~ cosh related to the transposing of hired or contracted supervisors, workers or subcontractors 10 and {nom the workslte or behveen worksiles or to pick-up and deliver materials, equipment and processes to the wo~kslte by the ConUactofs or suboonVactors own forces includ(ng perking, lolls, foes, meals, per diem, hotel, living expanses, or other such costs. E. Costs attributable 10 expedifing delivery of materials, equipment or processes Including telephone calls, facsimile transmissions, oopying, employee labor and benefits, and so forth. F. Costs aflributable to maintaining a bcal once, home office or corporate once as well as once staffing, equipment and consumables, and so forth. G. Costs for mainfalning on-site IaclliUes, Including work Uailers, telephones, computers, licenses, temporary utilities, and so forth. H. Contracted services such as accountants, payroll service providers, atlomeys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. J, Other such indirect costs of doing business or costs normally considered Inclusive In overhead, Atfowable Ovorhead and Profit Chases: Additional overhead and profit atlributable to the change in contract pricing shall riot exceed the (ollowing: A. For work pe~tormed by the Contractors own forces, a maximum of ten percent (10°/a) of the allowable direct costs or the unit pricing negotlaled at the lime of award. e. For work performed by a subconUaclors own forces, a maximum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profd of a maximum of five percent (5°/ay is allowable by the ConUactor for adminlsUaUon o(the sub~ontracL End of Exhlblt E (Except !or Forms Provided) HCS-CGExAibi~ E (92012) Cgnbsctor Irotials: _ OisuktlmGtdt: _ 1 PAPR - 004109 ,, '~}'~ ~': s ' , 1." ' AIA Document A14 l~` - 2 014 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the 19t1(day of si; § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Idenl{lj+ special characteristics oi~ needs of the P~•oject not identified elsewhere, such as hisloi•re preservation reguf~~en~eMs.) ~ ~} "y S ~ _} I ~ TIA Oocunant A1~1" - 2014. Capy[Sght ~ 2004 an0 3019 by The Ame[1Can Institute oT ArChl tarts. All iL9hte reaexved. N~PNINO: 'thin TIA Document is ➢rolected by V.D. COpyrf ght Law end IvternaEional TrGatiea, OnavtAoil:ad [eptoductlon or dtetiibuCien eE tALa AIA~ Doc~vn~nt, oc any potion of St, may rcoult in savors civil and criminal penalties, an8 w111 Da prooecu[ed Co the maxlmwn extent poauible mCer CM1a law. Thla tlYafC d'a0 pzoAuced by AIA eof[waie a[ 1]~41iJ7 OA 11/16/2015 undeY OitleI N0.01395862UB_1 which ezpixes on 07/14/2016 r and Se no[ foi i sale. (1346]84146) Oeai Notaei 3 PAPR - 004112 ti Per. "f3esign Requirements" publisheclifor Solicitation Nn. 1415-91 (Swnmary of Services Required, Article 3) including till post-occupancy re~~uiremenls published.in the solicitation as amended by addenda § 1.1.10 The Design-Builder shalt confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, code, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflic. § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the besign-Builder shallexecute alvtodification in accordance with Article 6. i --_ -i t~ § 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 sLch transmissions. Unless otherwise agreed, the parties will use AIA Document E203TM-2013 to establish the~p'ro~ocols for the development, use, transmission, and exchange ofdigital data and building information modeling. t § 1.2 Project Tcam ~ i i § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1. L•; i 3 c Executive Director of Facilities (or a designee identified iii writing by the owner.) Horry County Schools Facilities Department, ll 60 E highway 50 Conway, SC 29526 >~ .10 Cumulative total of the Cost of the Work to date including the Design-Builder's#compensation and Reimbursable Expenses, if any; ;. `: :11 Current Projwt cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management software data requirements. 1 AI~1 Doeunent 1~111~ - 7011. Copyright ° 2009 aM 2019 by The AmetlCan Ine[itute of A[Chitects. All i19ht~ iaeeived. N11RIiIgo~ This TIr OOvunent Ss pYotacCaC by n.6, coDYtight Law and IntarnaGlonal Treatiau. Onauthorized reptoAuctlon ar diattSbuHon of t61e AU K Document, or any Docklon civil and cslminel penalties, and w111 be proeecutW Co the waxlmua extenC pouo3ble under the lay. Thie dYe[C Wae o[ it, may r ovlt in a ptOtluC9d by AU soEtwaiB Bt 13 ~43i1'/ on 11/16/ 016 undeY O[dei NO.O]]9586]08_1 Wh1Ch e~¢1Y88 OA 07/19/3016, 8~A 18 dot foi Ieeale. (1]<6'lB9J46) 08et Noteei 7 PAPR - 004116 ]n addition to the requirements of y 3.1.8.1, the Desi~u-Builder shall provide sunilar information ___ _-• Formatted: Highlight .& 3,1.8.2 tluou h in-person~roaress report presentations to the Horry Couuty Board of Educatio~~ each month durin¢ one of the Board's public meetings. § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner's infonnation a schedule for the Work. The schedule, including the time required for design end C` onstruction, 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 regU~red by the Design-Build Documents, shall provide fpr expeditious and practicable execution of the Work, and shall Include allotivances for periods of time required for the Owner's review and for approval of submissions by authorities. having jurisdiction over the Project. § 3,1.9.2 The Design-Builder shall perform the Work in general accordance with tha most recut schedules submitted !.... to the Owner. § 3.1.10 Certifications. Design-Builder shall include in each Application for Payment a cer6ification fromeac6 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, infonnation and belief, the documents or services to which the certifications relate (i) are consi~'stent 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 tha Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accufacy pfShe r@presentations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute ceRificates 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 prepara a Submittal schedule; and shall y submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be~delayed or wit}iheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided itt.Section 3..1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) ba 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 toany increase in ConVact 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) 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 wi~~ t6e Yequiiemetlts ofthe _Work and of the Design-Build Documents. ~ t+ ~'~ '~'~ "". § 3.1.11.31'he Design-Builder shall perform na portion of the Work fnr which the Design-Build Docume~ts require 4 Submittals until the Owner or its designee has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design=Build-Documents:- - -The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed = authorizing die identified deviation. The Design-Builder shall not be relieved of responsibility for'errors or omissions •... :~` , ' ` in SubmiUals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design-B~Yildgr, 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 comple#mess of thescrvices~ `- - -- -- --- certifications or approvals performed by such design professionals. j ` rved. HARNiNfi: This AU ➢oc~unnnt AU Documaot A1{1^ — 30U. Copy[Lght '~ 2001 a~ 3011 by She AweeiCetl I~atitute of riChStecte. All rights i is prgtetkeA by V,o. Copyci8ht Wv and Snternetional Trwtiea, anauhhorizeG reproduction oc 9latribution of thiH AU DOCumanG, or any portion o! SC, may [eau1G 1n Bavera Civil and CYiminel DeTeltiee~ anA will Da proeacuted to the maximum eztavt ~oeeible undac the lay. ThLe draft Wae piOduced by hIA aaftWBYe at 1]:11:37 on 11/16/2015 under O[dei No.~2]9506208_1 Hhich expi Yee on 07/1~/2016~ and is not foT ieeele. (ll9 fi'189345) ~ OBas NoteSt 8 PAPR - 004117 § 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by;abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper opetation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.]3.1 The Design-Builder shall pay all royalties and license fees. ~.. . ----- - - -' t § 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 (hereof, but shatl not be responsible for such defense or loss when a particular design, process or product ofa particnlarimanufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the OwnePs Crlterta. 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, the Design-Builder shall be responsible fo~ such loss'unless such information is promptly furnished to the Owner. If the Owner receives notice from a patentor copyright owngr of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall gjve prompt written _._ ,_..:..t ~___..,._. notice to the Design-Builder. § 3.1.14 Indemnificfltion § 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, includingbut `' not limited to attorneys' fees, arising out of ar resulting from performance of the Work, but only to the extent causedby the negligent acts or omissions of the Design-Bui]der, Architect, a Consultant, a Contractor, or anyone directly br indirectly employed by them or anyone for whose acts they maybe liable. Such obligation shall not,be construa~.d to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or perso~ described in this Section 3.1.14. E _ .. _ § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on a'i5~ount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. ~' ,:'" § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a poRion of the Work is assigned by tha Design-Builder to the OOwner, proyid~ed~that, " .1 assignment is effective only after termination of the Contract by the Owner for qause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whosq agreements a~ accepted + 1 for assignment; and .2 assignment is subject to the prior rights of the surety, if any, 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. § 3.1.15.2 Upon such assigrnnent, if the Work has been suspended for more than 30 days, the compensation under the ~. l assigned agreement shall be equitably adjusted for increases in cost resulting from the susp~nsidn. `f. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1. ] 5, the Owner may fu~he;assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other `entity, the Owner shall nevertheless remain legally responsible for all of the successor design-buil'der's or"other ' "":' ` 'k '-~ •_.• -----~—~----~~•-•• --, --•---• entity's obligations under the agreement, AIA Coc~unent Al l^ - I01~. Copyright ~ 200.1 and Yo14 by Tha Nnericen Institute of rrthitects. All rlyDta re~~rv~d. NANtiINa~ This AiA nxunen! is pzotacted by o.e. Copyright Law and Internetioval TreaCiea. Onauthorfzad reproduction or dlotributlon oL Lola AU Document, or any D~rtlon oP }t, may t cult In a veYe civil and crSmSnel yenaltien~ and v1?L be proBecuCeE to the maximtM extent pepelDla under Gee ler. This tlreCt rea pictlucetl by AIA BOEtwnte at 1]i41 X37 0~ 11/16/1015 ~~aa: ora~r No.OR]9506208 1 which expS[08 OA 07/19/2016, etM Se not EOr r sale. (1346784346) Oaec NaGees 9 PAPR - 004118 § 3.1.16 Ucsign-Builder's Insurance end Bonds. The Dcsi~n-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION Or TIIE DESIGN-BUILD AMENDMENT § 4.1 Gcncral § 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 & §43 intentionally not used] ~ ~ '~ ~ { i „~ 4;4 Design-Builder's Construction Proposal- _-------------------------------------__- ;--- `-- --------------~ ----_-_--.`- Formatted: Highlight § 4.4.1 The Design-Builder's Construe{ion Proposal shall include the following: ! F .1 A list of the documents and other information, including }'-t.,~~sig~,~~;i~~er~~la}'f~+t~afierts; aseatta}~tierist~a~d-dev~x{' ,'-a~~. D^^..:•^,~^^`^ ^,.a IheDesign-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; ~ j f .3 The proposed dote the Design-Builder shall achieve Substantial Completion s _ __ ___.,_.-- Formatted: Highlight -- --------------r j An enumeration of any qualifications and exclusions, if applicable; j A list of the Design-Builder's key personnel, Contractors and suppliers; and. The date on which the Design-Builder's Construction Proposal expires. ~ } i § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. .4 .5 .6 1 '""~'- Formatted: Indent: Left: 0.5" § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder Sfiall execute the Design-Build Amendment setting forth the terms of their agreement. ~._, ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT• .. . ,... § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. t 1 § 5.1.2 The Design-Builder shall provide the Construction Documents to the Ownar for the Owner's ~iriform&tion~If the Owner discovers any deviations between the Construction Documents and the Design-~uil¢ Documents, the .,~.` Owner shall promptly notify the Design-Builder of such deviations in writing. The Constru'tiot~ Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failur~ofthe Owner to discover any such deviations shall not relieve the Design-Builder of the obligation toperform th`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 Regulatory Agencies as a portion of the permitting and approval process for this work. § 5.2 Construction § 5.2.1 Commencement Except as permitted in Section 5.22, construction shall not commence prior to execution of ~ the Design-Build Amendment. j !~ r § 5.2.2 If the Owner and Design=Builder agree in writing, construction may proceed prior tQ the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to reject the j ~ Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder'sbest skill and-attention. . The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, ' f j { AIA Document A111^ - 201 . Copyright °X009 atW 2010 by Tha Awericen InBtitute of AiChStects. All [ighle se~exved. WARlIIFI~v Thia AIA Docwnant iB pcotectpq by tl.c. CODYriBht Gav anA International TzepEia¢, OnauClwrlse0 reproCUCC1on o[ tliotrSbuCion Ot thin AIA mcumant, or aoy portion to of SC, may r cult Sn x civil end criminal peneltiee~ and will be proeacuted to the mezimwn extent Poeaible unCet tha 1eM. Thie draft aae piad~ced by nIA soEtwnte a[ 1J~11:3'1 on 11/16/TO15 Ulfder Oxde[ No.0339586108_1 whSch ezpizee on O'I/14/]016~ and Sa not for r sale. (131678145) 9Blt Notee~ PAPR - 004119 sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: The Contractor shall maintain at the worksite one tl) 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; then. District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at fhe~ worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all ---increments ofthe work such as, by way of illustration and not limitation, plumbing, electric&1, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor ~hal~ furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion ~f all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria ~or Materials, Systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 1 S ~ Contractor's Quality Control Program: The Contractor shall institute and maintain throughbut the w~tract term e quality control program, designed to ensure the work performed is in accordance with Uie Contra'oEDocumen'ts, 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 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to`abide._..-- `" limitation, the follo~wi~'g: of illustration and not pertaining to employment including, by way by all applicable laws ~ "" 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. t_, o. Equal Pay Act of 1963, as may be amended. ~"`` E. Fair Labor Standards Act, as may be amended. "~•. F. South Carolina Wages Act, Code 37-10-10 et seq., as maybe amended. j 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 f'de occupationa~~; ,,qualification reasonably necessary for normal operations of the Contractor. The Cpntractor, in' Il s~ solicitations or advertisements for employees, shall state the Contractor is an "Equal Opport~ni~ Employe." The Contractor agrees to post in conspicuous places, visible to employees and applicants Y'or'employment, notices setting forth the provisions of this nondiscrimination clause and shall include the ~rovision of lH~s s ~ i ~ paragraph in every subcontract or purchase agreement of more than t._... .._ c i,.. _ ...,. ,_ .._._ , $10,000. { Em~toy ment Taxes and Benefits: ~He-Unless wider order from the InternAl Revenue Service or South Carolina state government, the District eMell-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, ~he'District shall noC' provide any employment related insurances or other benefits such as worker's compensaUori~for,tl~e benefif of any .._'} `,' ! Contractor, subcontractor or supplier employees. ~'~ v 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 materials of proper quality and quantity to meet the, Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contracror provided labor to ensure the continual progress of the work to meet {he Substantial completion •,.,,,...,; ', ,' _,_ ,., rthe 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. ; AIA Oocummt A111" - 3017. COpy[ighC ~ 2009 and 2014 by The Amer1CG~ Inetituta of A[chltecte. A31 rightn reaesvad. MAR1i2110> 2hie AIA Pocumen! 1a Drotecked by V.G. CODY~'ight Lav anA International TrBdCien. onaathorized reproAuction oz 81eGribu[Son oP thLo AIA DOCwnenC, o[ any BOYElon elvil avd eriminal penalties, atW w111 be proeeeuted to the maximum extant poeaibla under' Che law. Thle dcaEt Nae 11 of 1!, nay result !n s p[Od~cCO by AIA eoftNezee at 13111 ~3] OP 11/36/I015 untlei Oidet No.033958630s 1 Which expiios on 01/14/2016, arW is not Go[ resale. 11]46TB9395) Oaer Notee~ PAPR - 004120 Project Kcy Staff -- Worksite Superintendent(s): The Contractor shall employ at least one (1) full-timq competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shell not perform the work of any trade or tither duties; however, the secondary Worksite Superintendent may perform part-time work of a tiade or the dufie's o~ OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any; Worksife Superintendent i~er~i~+~a .~^~~aNe-ef=F(~e+~k-(6:~lsrbN-r(~-or the duties or status of same during the course of the piojecf wi~fiout "~ approval of the District. "Che Worksite Superintendents) shall enforce strict discipline ati''d good-order among-the- • -_ -i j Contractor's representatives, agents, employees, subcontractors and suppliers. E Worksfte 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 liven to the Principal of the Design Builder. t ~ ~ s § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall pr~vide and p' ay 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 temporery orpermanent, 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. ~ - °" `8 d ` § 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 pennit employment of unfit persons. or persons ~ot - ._ properly skilled in tasks assigned to them. i § 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. "'" .. ~S j 5 i~, ,:'~ ' ~~, ,,ti , '` ~~ § 5.5 Permits, Fees, Notices end Compliance with Laws § 5,5,1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shah secure and pay for the'' permits, fees, licenses, and inspections by government agencies, necessary for proper executioq of the Work and Substantial Completion of the Project. P ~ ~ k § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws] st~tutes -ordinances,,._..... . . - -t t codes, rules and regulations, and lawful orders of public authorities, applicable to perform ce 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_ttaQse ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions ere '; disturbed and in no event later than 21 days aRer first observance of the conditions. The Owner~shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of the Work, half recommend an equitable adjustment in the Contract Sum or Contract Time, or both. Ifthe Owner determines th~t_the conditions at the . _ site are not materially different from those indicated in the Design-Build Documents and the no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, sta~ng the reasons. If the ~---- `~ j ~ j AIA Document A3~3~ - 2011, CopyrSght ° 200 e~M fo1~ by The roaricen ineticute of ACChStacte. All rlght~ te~arveA. HaR11IN6t This .~I7. Doc~nank So OrotecteA by V.D. CODYrSghG Law end ioEernetiOnal Treatlea. Onauttwrlsed ceptoduCClon oc diotribuCion of Ghia AU Oocunertt, OY fl~ry portion of it, may r Ault in a civil and ClSminal yarlelti¢e~ and will be prosecuted Ea the maximum extent pooelble under Lha law. TIt1e draft wag 1z proOUCetl by AIA 6oltwaie at 13:91 t3'! on 11/16/1015 under Ordei No.oa395B62o B_1 which expires on O'//l4/1016~ and Se not for r nal¢. (1I~6'lBi3d5~ UeGt Notee~ PAPR - 004121 Design-Auilder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14. § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. iJpon receipt of such notice, the owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests;for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features ma~ be made as provided in Article 14. •. _ § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Desi~-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 t~e Design-Builder has s j i F reasonable objection, § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equip~net delivered at fhe site i j and all required ta.Yes, less applicable trade discounts; the Design-Builder's costs for unloading and handling at the site, labor, instillation costs, 8verhead, .Z profit, and other expenses contemplated for stated allowance amounts, shall be.incl.uded in theContract. . . . ~ Sum but not in the allowances; and "j .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly t by Change Order. The amount of the Change Order shall reflect (I) the difference between actual _cost§... and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs undo[.:: '` ,. Section 5.6.2.2. - -'"' _::,. i § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness-for,allowanc~s ~ requiring Owner selection. „ ~ 1 ,... "" •§ 5.7 Key Personnel, Contractors xnd Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner • . has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. § 5.7.21f the Design-Builder desires to change any of the personnel, Contractors or suppliersridentifed'in the .. Design-Build Amendment, including but not limited to any contractor or design professional identified by they Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and p' rovide the name and qualifications of the proposed new personnel, design professional, Contractor orSup~lier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has re~so~iable objec~ion,'to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional .time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no~easonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall famish in-writing-to the Owner the names of persons or entities (including those who are to furnish materials or equipmentfabricated to a special design) proposed for each principal portion of the Work. The Owner may reply within14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any su~h 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 i ~ shall constitute notice of no reasonable objection. § 5.7.3.1 [f the Owner has reasonable objection to a person or entity proposed by the Desigh Budder the Design-Builder shall propose another to whom the Owner has no reasonable objection. 3 _ ~ _ ' ~ i i ;'• .. _ AZA DOcwp~o! A1~1" - 201l. COpYYSght ~ 500 LM1 301 by Tie americen InetitUCe DE Aretlltec[s. All rlAhte zese~ved. HARtIINti~ Sh18 ALi Doaurtent is Dmteete0 by D.o. coDYright Lav aaA InCarnatlonal Treatlae. OmatAorizaE reproAuctlon er dlotribution of thin TSA Doeumant, or any portion 13 of SC, msy r oult la se eivil and CYSminel pewltiee~ and will be proeeeuked to tLa muinun afckent poa¢ible unAer tMa lax. This ELeft Nee pxaduced by AIA soE[wara eC 33~~1 ~1'I on 11/16/]015 under Ocdei No.0239586]OB_1 NhiCh expizee p1 07/]q/]016~ antl Se not Eoi [esale. (13467B93~5) Oeet NOtaH~ PAPR - 004122 § 5.8 Documents and Submittals nt the Site In addition fo 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 llocuments and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, end one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents; a»d shall not f ; --- - - unreasonably encumber the site with materials or equipment. 3 - --- § 5.10 Cniting and Patching i The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; 'such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner o[ a separate contractor S the gesign-Builder's consent to cutting or otherwise altering the Work. I ~ F § 5,11 Cleaning Up ? d ~ § 5.11.1 The Design-Builder shall keep the premises end surrounding area free from accumulation of wane materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall .'rem'ove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus material's from"` ' ~_..___ . _.........., _ _ ,- .and about the Project. § 5.11.21f 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, 't r + § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work ini preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safet}7: criteria and programs, which the Owner, and its contractors and consultants, shall comply with -while at`the.sita. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construcfion 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 otherconstruction ar 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-Hutlder~' promptly after execution oFany separate contract. If the Design-Builder claims that delay or ~dd{tionel cost~is i~ivolVed because of such action by the Owner, the Design-Builder shall make a Claim as provided i~ Article 14. I § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other ~on`struction o~ operations on the site, the lean "Design-Builder" in the Design-Build Documents in each case shall mean the indiyidy'al of entity ____ , _ _, k 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 sepazate 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 D.es(gn-Builder shall ~. make any revisions to the construction schedule deemed necessary after a joint review and mu'tual,agreement. The' .. 'sepatate contractors and ':~ the Design-Builder,; then constitute the schedules to be used by construction schedules shall the Owner until subsequently revised. 1 ! , § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the O~yner'shall be deemed to be sub)ect to the same obligations, and to have the same rights, that apply to the Design-Build'gr under the Confract: E AIA COCWnanC A1~1' - 2011. Copyright ~ 3009 and 2011 by The American IneUCute of ]f[Ch1GeCte. A11 ri9ht~ zeeervaA. MAWIINa~ 2hio AU naCumant is protected by 9. G. CopYrlght Law and InterndCional Tzeabias. Onsuthorixed [eproduCtlon or dlotribution o! t61a ASA ~oNment, of e~y poZCion of St, nay result Ins are eivil and orfninal paneltiee, enA will be DYoeeCUted to Che waximum extort poeeibla under the law. ThLe tlraEt was 14 piOduc¢d by AIA 80[CMd[8 eC 1J~91t3] OA 11/16/]015 untleL Ordex No,0239586]OB_1 which expires on O'I~14/2U16~ end Se nOC EOs ceeale. (1396784395) osaY Notaei PAPR - 004123 -:_: § 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 end performance of their activities, and shall connect and coordinate the Design-Builder's construcCion and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Buil'der's V✓ork Failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed-or partially completed construction is fit and proper to receive the Design-Builder's Work, exFept1as to defects not then reasonably discoverable. i § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for posts the"Owner and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timedactivities or defective construction. i ~i s § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to complted or partially completed construction or to property of the Owner or separate contractors as provided in Sec[ion 10.2.5. ~ ~ 1 i § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cgtting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors,in_Section-5.10.. § 5.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under,~heir' respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish; the Owner may clean up and will allocate Ute cost among those responsible. ,_.: f _ ! 6 ~, -ARTICLE 6 CHANGES 1N THE WORK §6.1 General ""`• § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the ~ ,, Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewBere.in the -' Design-Build Documents. S § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. § 6,1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents,s~and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. r ~ ` § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement ~poti 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-BuildePs compensation; and -.. 1 .3 The extent of the adjustment, if any, in the Contract Time. f _._. , %~ § 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 Amehd~ent, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directivg" , wjthout invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the""' "` "` ~ -_--- .---- - .:------- -------•- -- -% Design=Builder's compensation, and Contract Time being adjusted accordingly. Aiw aocument aUl'- 20ia. copyright ^boa and 1a1a by The rnericnn InneicuCe of Aechitee[e. r11 rigLCO reperad. HARtI11M~ TLia AU Doeument is Drotectaq by n.o. Copyright Lsw and Intarnationa} Treetia¢, anauthocixeG repcoAuction or diatrinution oc thio AU document, or any Dortion o[ Sk, msy raeult in aevece civil and etinlnal peneltiea~ anA w111 De proeeeuted Eo the meximun extent DoealDle unCac CAe law. Sh1e dtflEt was 15 pcaCUced by RIA so[twdie aC 1J~91 ~J'! on 11/16/3015 uncle[ OYde[ No.01J95B6308_1 which expiiee on 0]/10/3016, ami ie cwt Eoc resale. (1J~67843~6) Oasz llotea~ PAPR - 004124 § G.3.2 A Change Directive shall be used in the absence of total agreement nn the terms of a Change Order, § 6.3.3 I£ 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 sufficientsubstantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; z .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 o~ subsequently agreed upon, a~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 orDesign-Builder, the applicable unit prices shall be equitably adjusted. ` "; § G,3,5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change i~1 the Work involved and advise the Owner of the Design-Builder's agreement or disagreement with th6 method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contact Time. i 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 adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such ageement shall be effective immediately and shall be recorded as a Change Order. ~ § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Co~tra~t Swn or, if prior to execution of the Design-Build Amendment, the method For adjustment irrthe Design'-Builder's compensation, the Owner shall determine the method and the adjustment on the basis of reasonable.expenditur~s a~d savings of those performing the Work attributable to the change, including, in case of an increase, an amount fOr 1 overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement;a-reasonable ~..,. amount. In such case, and also under Section 63.3.3, the Design-Builder shall keep and present, in such form•as the ` Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 63.7 shall be limited to the following: ,:-- - . -_ ---~ Formatted: HI9hllght ~l ___Additional costs_ofprofessional services_ _ _______ _ _____________._.._____.._ -----`--------`----- ,,,---' o r ty: ; Allowable Overhead and Profit Charges: Additional overhead and profit attributable ~o t~e change in contract Y pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum often percent (10%) ofitfie~allowable direct costs or the unit pricing negotiated at the time of award. s ! B. For work performed by a subcontractor's own forces, a maximum of ten percent (]0%) of the allowable direct -~ _ ._. , . . _. ....._ _..! costs. ~-_ .. 11IA Ooounsat A1~1~ - 301 . Copyright ~ ]00q dntl 3019 6y The Ame[lcen I~BCStUt¢ of AYCh1CBCCe. All slpht~ seasrved. NAIWINCt ThiB AIA DOOumant Ss proteCtod by 0, 6, copyrlghC Law auA Zutei'naClonal Tzea Cioa. Onauthoiixed [eproAueClon ar diotribuClon of thla AU DocumenE~ ar any Da=tion o! St, way result Ln severe civil and criminal yeneltiee, and wlil be p+oeacuted to the wiximwn eaten! poeaible under the lev. This draft was 16 plOduced by AIA 6oftwaee eC 1J~C1~3'/ on 11/16/4D35 under Ozde[ No.O]39586208_1 vhiM expS[e9 OI1 07/14/2016, B~Id 19 Iwt EOY lassie. (1346]04395) Oee[ NOGeet PAPR - 004125 C. Por work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for adm inistration of the sub-contract. Rctainage: The DisVict requires a retainage of tivee and one-half percent (3.5%) of the total contract price, as maybe amended by any approved Change Order, to be withheld from the Contractor's payments throughout the term of the C~rrtr~ere/-Pgreement and payable at the time of finalpayment after a) full completion of all work to be performed and ____.•- Formatted: Font: Not Italic all requirements established in the F.-eirfrrref-~Apreement and acceptance by the District, b) submittal of all closeout ______.__ Formatted: Font; Not Italic --------- -------- -documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the pis¢ict, for'every subcontractor who performed work on the project evidencing they have received final paytnenrof undisputed work and retainage withheld. As a condition of the contract, no more than three and one-half percent (3.5%)'shall be retained from the progress payments of any subcontractor by the Contractor un61 final completion of that portion of--- :- - - a the work. Prompt payment of retainage to all subcontractors at final completion oftheir accgptable work regardless of timing during the contract is mandatory. The Contractor shall, at final completion, ensure go amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcont)-actbr nor to materials or equipment purchased from any supplier unless siwh amounts are in dispute and the Contractor I~as not requesfcd payment for such disputed amounts to date. Such amounts in dispute shall be identified on theContractor's affidavit of payment of debts/claimssubmitted with final documents. , § 6.3.8 "fhe amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change tliat r~sults in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in'the Desigh-Builder's compensation, shall be actual net cost. When both additions and credits wvering related Wbrk or substitu~tior~s are involved in a change, the allowance for overhead and profit shall be figured on the basis of hat 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, ifprior to executioq pfthe~Design3Bulld ~ Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject'to the right of ' 3 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 inthe 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. ARTICLC 7 OWNER'S RESPONSIBILITIES ~' ~'; . •' § 7.1 General j r ,; § 7.1.1 The Owner shall designate in writing a representative who shall have express authority tb bind the Qwner with s ' ' respect to all Project matters requiring the Owner's approval or authorization. S i f § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the De'sig~l-Builder's'schedule__ _ _ agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give notices of project commencement~and- take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 Information and Services Required of the Owncr § 7.2.1 The owner shall furnish information or services required of the Owner by the Design-Build Documents with_.. reasonable promptness. _' f~` t` l; '-. I § 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, inspectipns or investigations j conducted for the Project involving structural or mechanical systems; chemical, air and water phllution; hazardous ' materials; or environmental and subsurface conditions and information regarding the presence of potlutarits of the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys.--:.:. . . -. j TIT Oncument A1~1" - 2011. Copyright ~ 1004 and 1oU by The AmeYican IneCitute o[ ArChiteCtB. All r1ghG isYerved. HARttINaf Thia AIA Document So proteckeA by 0.0. Copyright Law and InCarnatlonal Tteetlae. UneutAorSxetl reproductron oc Btatrlbutlon oL thio AIA Documont, or nny yortion oL St, way roaulE 1n s c1v11 and criminal penaltise~ and will be proeawted to tAe mazLnwn extant poeeible miler the law. Shis draft roe produceA by AIA aoftwaxe At 11i41~1'I on 11/16/2015 under ozdar No.0339586]oB 1 which azpires on 07/19/2016, end 3e iroC foY Ye6ele. (13 6'189345) Vaal NOGeat ~.7 PAPR - 004126 describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Ownar'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. ' i Y § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoning, and other permits, licenses and inspections. j y § 7.2.5 The services, information, surveys and reports required to be provided by the Owner underthis Agreement, shall be furnished at the Owner's expense, and except as otherwise specifically provided in+this Agreement or- -- --:-- -~. elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the :_.... . Work. -...! i § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conforniify`y,~ith the f ~ Design-Build Documents, tha Owner shall give prompt written notice thereof to the Design=Builder. ~ S ~ ~ 7.2.7 Prior to the execution of the Des~n-Build Amendment the Design_Builder may_ request in writing that the _ ____,..-- Formatted: HIghllght Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations w„~~.x. e-Besig+~-@.~i1Ae~N~ay-er~l~y 'E under the Design-Build Documents and the Design-Builder's Proposal.3'hh~.ya=z~ regtiest~ueH-e~+deHee-i€-(-{~-Nie-9Hwe~-fe+ls~e-rr+akE-yay+aaeitts-te-taae-Desig+t-~i~e~-as-flae-Besig+~-BuilA-Beea~e~Fs ,: a~eljenges{ge~~tn ~K3j-flae~esib'w-@~u+lde~-ideiaH€~es-in-wr-iti~3g ~n ,-~„o.;-.R,,~....is#fsaeF~ ~~~, e-resse~leeenc~r.;2g~oirtg-khe9+~vver's-abil+t~}te-ri~lee~ay+~e+~t-wher+diie.~ke-9wn~. 2V1~0H ~.. ~~-0(ilitlliUQ~.iAfl-9~-t~7~~6l~c6f-~i0-t36ma~.,v.-cn~~~0-~Bf~Ci1~'e6ECC~ ~BIli-f6-C6t#1#H0HC01 i:~w.rrma"^etH~} F .w n........,.w..i .mte.:.. •..i ..~.....R,, nu,,.si,.,n..,.,.. a....:5{]CS-E~]B-OYjt~....~.~ao.v...... ,.. o ..~.... .,.......a..~"«~.~3ena~,~a~~.~~e9tgtl-Btti~deF ._ . ~ 1 § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communicat~o~s have been ~ specially authorized, the Owner shall communicate through the Design-Builder with persons or..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 properly,carryout the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the.services required. Such"` services may include, but are not limited to, test borings, test pits, determinations of soil bearing,Values; percolatl'on tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necess~ry operations ~~'or {t` , anticipating subsoil conditions. The services of geotechnical engineers) or other consultants sh'~II include ~reperation ~ ~ ~ ~ and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Cxhibit 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 Ownef's action will betaken in •. accordance with the submittal schedule approved by the Owner or, in the absence of an app}ove{'d submittal schedule, '} with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The I Owner's review of Submittals shall npt relieve the Design-Builder of the obligations under 6ec#ions 3.1. I I, 3, L 12, and 5.23. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. 'Ihe Owner'sapproval -of a specific item shall not indicate approval of an assembly of which the item is a component,-- - AIA Document Alf1~ — 1011. Copyllght ~ 2001 eM 2011 by The AwerlGan 1~Btitute of AYchitecte. All zlAbtO sseexvad. NAWIIIMi~ Thio AIa Dxumant is preeectaA by V. o. CODYzlght Lav and Interne Elonai Trseeieo. unauthori xad reproAuotion or dte trib~tion of this ATA DocumenC. Or any poctlon oe ie, ~.y r Ault in aBvnra c1v11 and esiminal DaneltLea~ enfl will b¢ proeeC¢ted to the max7muM extenE poueible unEer the }aN. Thie drafC was 18 pYoducetl by qL eoE[waYO a[ 1] 41X37 on It/16/2015 antler Ordei No.023958620e_1 which expixee on o'I/14/3016~ and le cwt EOY r Bale. (13 6764345) Geer Noleaa PAPR - 004127 § 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 Desigq-Builder's rights and responsibilities under the Design-guild Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of,-and will not be- -.---- •responsiblefor acts or omissions of the Design-Builder, Architect, Consultants, Contractors, ortheir agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection ortesting ofthe Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsiliilily of the OWne~? to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, Eheir`: agents or~employees, or other persons or entities performing portions of the Work. ~ j § 7,7 The Owner shall determine the date or dates of 5u6stantial Completion in accordanceFwith'Section 9.8 and the 1_ ___-_ . ..., 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 es 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 u~}tii the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give ri~e t6 a duty on the part of the Owner to exercise this right for the. benefit of the Design-Builder or any oth~~ parson or entity, ,,, ~ j except to the extent required by Section SJ3.13. § 7.9 Owner's Right to Carry Out the Work ~ If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and• fails within aten-day period after receipt of written 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 ,: from ;,, may have, oorrect such deficiencies. In such case, an appropriate Change Order shall be issued deducting _. ,: ; payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficierioies: If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Desi~n-builder shatl pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project (or defined component thereof the ten-day period referenced herein is reduced to five (5) days during the 60 days~,prior to substantial completion es shown on the last schedule properly submitted under § 3.1.9. ° j ARTICLE 8 TIME § 8.1 Progress and Completion t ~ ~ - .- "' .'-" -' ' § 8.1.1 Time limits stated in the Design-Build Docmnents 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 performi~~g the Work. § 8.1.2 The Design-Builder shall not, except by Agreement of the Owner in writing, commence the Work prior to the ~, ~'t effective date of insurance, other than property insurance, required by this Contract. The CQntr~ct Time shall not be 's ; adjusted as a result of the Design —Builder's failure to obtain insurance required under this contfact. t § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achigve Substantial y Completion within the Contract Time, § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETIOT~I OF THE WORK. rved. NAAHINO: Thia ASA Document AIA nocunenG A141" - 301 . Cogy[Sgh[ ~ ]00~ and 3014 by The Amezican InetituCa of Architects. All rlphk~ r is protectaA by 0.3, CODYt'iBht Law era r~cern.eto~ai rrmeies. onauano~i:ea cenroaueeson or dlpttlWtiOn OE tTta ATA ~oewant, of any Doctlon 19 of St, may ieeult ins are elvll AnQ Cx3minal yeneltie9, sad viii be prosecuted to the ieaxLnwn extent poeBible under the lari. Thie draft was on o7/3~/2oi6~ a~ la wt Eor r sale. 11/16/2016 o2J95062oe 1 whieh expires unde[ osdeY No. produced by ASA soECwaa at 13:11 ~]'! on (1J46"l943g5) Oaec Notal~ PAPR - 004128 The Owner and the Contactor 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 tha project; loss of rental ofthe project; security risks due to:comingling ofproject 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 learn~ng ~rocess due to project activities during the academic teen; 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, p~renfs sfudeiits, -and staff due to late delivery of the project; loss of student morale and academic performance due to'the ongoing-Work during = . the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such dame$es 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 witI 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 Desi~n-Builder to t~e~bwner. ~ '• ~ d~ § 8.2 Delays and Extensions of Time § 8.2.1 Tf die Design-Builder is delayed at any time in the commencement or progress of theWotk by an a t or3neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in t~e Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or othercauses tieyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding dispute cesolutipp 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 detennine. -. } § 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 ~dditionaLtime, such request shatI be documented by data substantiating the weather conditions a) were abnormal fora"period of time whi=h could not have been reasonably anticipated; b) had an adverse effect on the work scheduled; and alterriate.worl~ , 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 consVuction 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 e~ctension 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. Theapprove8' ,, ~ extension of time shall be incorporated in the next Change Order. J § 8.2.4 Anticipated Weather Delays: A total of eve (5) days per calendar month (non-curr~ul~tive) shall~be j~ anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for a~ extension of time. Such anticipated adverse weather days are established only for normally scheduled work days, excluding_ __z_. , . _ __ Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days are scvcre enough to impact the scheduled work on the following work day. If adverse weather days beyond thei five (5}days-anticipated- -aresubstantiated and the Contractor could not mitigate the impact of the additional adverse weather days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction schedule and•only io the extent of one (1) full day of extended time for each full working day of adverse weather conditions which prevented aforty-hour work week within a seven (7) day calendar week. A request for adverse weather extension ,,. ! lr'' shall not be allowed a$er 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. € 4 } f F f TIC Uocwnent A1~1~ - 201{. CopyYlghC ~ ID01 an0 2014 by The Iwarican Ine[ltute oC Alchltecte. All riphCe zenerved, MAIWTN6i This l.IA uacwcent Sa protactep by o. o. eogyright eev aoE xncarneEional Treaeiea. onauthocisad raptod~Ctlon o[ tllo GribuCion of Chia AIA nocwnont, or any yortlon 20 of St, nay reBult ins [Suit and eclminel penalties, an8 will be proaeCUGed to the maxlmwn exteaC Daeaibla UrtCes the law. Thie dIBf[ Hae p[OduCed by AIA sof[wnie et 13 91X37 on 11/16/YD15 unBeY or0ei No.02395B62oa_1 Nh1Ch explree on 0'//14/2016, and Se no[ FoY x e>le. (1316~843<5) Oaec Notee~ ~ PAPR - 004129 § 9.2 Schedule of Valucs Where the Contract Swn 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 ? j ,§ 9.3.1 At least te~rTWENTY ONE days before the date established for eachprogresspay_ment~the Design_Builder_______-- Formatted: Highlight shall submit to the Owner an itemized Application for Paymant 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, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. S s § 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 interi~p'determinations of the Owner, but not yet included in Change Orders. d i ~ 1 § 9.3.].2 Applications for Payment shall not include requests for payment for portions ofth'e Vlyork 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 othe~s whom the ~ t.. ..... __,... ,._. _, ,~ j 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 es 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 tq. establ ish the€ ~ ` Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the c sts~of applicable insurance, storage and transportation to the site for such materials and equipmenti stored off the site. .. ... Instruments of Service, covered by an " ~ ~:,. other than § 9.3.3 The Design-Builder warrants that title to all Work, Application for Payment will pass ro 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, '' j information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled-to make a`~ ~~ ,~'~,. claim by reason of having provided labor, materials and equipment relating to the Work. ~ ..~•' t ! ~ ~ 9.4 Certificates for Payment-----------------------------------------------------------F- °----------- i---_----------.~-- Formatted: Highlight SEC ~A.1.5.1 3 FOR SCIIfiDULE. In aa:ordance with the schedule set forth in 5 A.1.5.13, the Owner shah;withaa „ a„ ,,,~„ „. „o ~u„ ,~,, o .:~a,, w....,: . r ~n~,,~~_~ssue to the Resign-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in _ _,_ writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. s § 9.5 Decisions to Withhold Certification § 9.5.1 The Owuer 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 wjth the Design-Budd "'- -. ~t Documents. If the Owner is unable to certify payment in the amount of the Application, the;Owner will notify the t Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a fevised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems ~o b~ due and owing. The } G Owner may also withhold a Certificate for Payment or, because of subsequently discovered~evidence, may nullify the whole or a pad of a Certificate for Payment previously issued to such extent as may be necessa ~ to protect the Owner from loss for which the Design-Builder is responsible because of .:-:-m---, - - --.-:--•--- - --i .1 defective Work, including design and construction, not remedied; AU DOCwlnt Al l" - 2014. Copyilg~t ~ 3UD4 aM 3019 by Th¢ I~mlrlcan I~etlt~ta of Jlichitec[e. A33 tlyLtn rasai'vad. NAYNINC~ TAi~ AIIi DuauMpC i~ peatacted by V, o. CopyrlgMt Law mE InCerneGional Tzeatiea. Onauthorise0 ceprotluceton or diekribueion of thin AU Ooevment, or any porEioa 6E SC, may r Ault fns ere civil and Cclminal peneltlee~ and will be pzoBeCuted GO the Nazimtw 01tCeat poUoible undaX Gila larr, Thia dcatt we9 pYOtl~Ced by AU Bof[gate 8t 13 ii1:37 OA 11/16/]015 under OYdei No.02395B620B_3 wh1Ch expiiea on 07/14/2p16, and 18 110t Eoc[ eGle. (1]66'/8l]66) Oeec Notnas 21 PAPR - 004130 .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 Contract~Tiine, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the~antcipated delay; or n-Build Documents. repeated or substantial failure to carry out the Work in accordance with the Desi~~_. ~.... § 9.5.2 When the above reasons for withholding certification are removed, certification wii! be made-foramounts. previousiy withheld. 7 i -' § 9.5.3 Ifthe Owner withholds certification for payment under Section 9:5.13, the Owner m~y, 8t its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, mateiia~ or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder +'e failed to make payment for Work properly performed or material or equipment suitably deUvered. ' 4 ! § 9.6 Progress Payments ~ § 9.G.1 After the Owner has issued a Certificate for Payment, the Owner shall make paymen# in the manner anc~ within the time provided in the Design-Build Documents. _: t ~. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing. ..___ services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreetnenfwith eao~ Architect, Consultant, Contractor, and other person or entity providing services or work for:the Design-Builde require each Architect, Consultant, ConVactor, 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, famish to the Architect, a Consultant, Contractor, or'other parson 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 .~ •~ ,." ~4 _:, .. _.~ a ,̀; 4 § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder lies .; properly paid the Architect, Consultants, Contractors, or other person or entity providing services or workifor the Design-Builder; amounts paid by the Owner to tl~e Design-Builder for the Work. Owner shall h~ve the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have ~ S 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~similarto that - ~ ••°• ~ -- { provided in Sections 9.62, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shsl I not constitute acceptance of Work not in accordance with the Design-Build DocuYnenls § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contractl'ime §hell be'ezterided~ " appropriately and the Contract Swn 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. AIi~ Doc4mmt A311" - 201 . Copyilght ~ 2001 eM 3019 by The MIB[SCdll IneCltute of 1~[Ch1taCCe. 111 s1yhC0 reBervad. M.MIItO~ Thlp AU OOcwnent Dpcumant, or any po[[ion Sa protected by 0, 0. CopysiBht Lav end Sntarnati0nal Treaties. DnauthOrlaed reproduCt Son or diptribution oY tMo TU civil ane crSwinal penalties, and vl11 be proaecuteG to the maximum extent po¢oible undeY the law. ThiB tliett was o[ !t, may r salt 1n a protluced by AIA software at 13 i41i37 on 11/16/2015 unGeT order No.02395862oe 1 Which enpScae on o9/1e~i^~--------=.._._..---.,~„a,~en-~eesenal~l~ e~~tic' -eeHstieetie~rfcovered elsewhere] § 14.1.7 Claims Tor Consequential Damages The Design-Builder qnd Owner waive Claims against each other for consequential damages ari`,sing out of orelating to this Contract. This mutual waiver includes ~ j , .1 damages incurred by the Owner for rental expenses, for losses of use, income, pj'ofit, financing, business and reputation, and for loss of management or employee productivity or ofthe services':.of such r ~ ~ ~ persons' and .2 damages incurred by the Design-Builder for principal office expenses includng'the compensation of personnel stationed there, for losses of financing, business and repuialion, and.fgr_loss,of.pr4fit 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 iri accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award df liyuideted damages, when applicable, in accordance with the requirements of the Design-Build Documents.. .:. ~ j § lA.2lnitial Decision i =-..~~+ I j § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all CIimsbetween the Ownex and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 103 anc~,,. 10.4 of the Agreement and Sections B3.2.9 and B32.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing; the Owner shall render the initial decision on Claims. § ]4.2.2 Procedure ~ ~` § 14.2.2:1 Claims Initiated by the Owner, if the Owner initiates a Claim, the Design-Builder shall prov~de~a vyriiten ,, response to Owner within ten days after receipt of the notice required under Section 14,13.;1. '[hereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (;1) withdrawing theyClaim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compro~nis~. ~ ~~ ' § 142.2.2 Claims Initiated by the Design-Builder. IT the Design-Builder initiates a Claimr the Owner w.jll t~ke_one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3j 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 or seek information frotri` .. ~ ~., persons with special knowledge or expertise who may assist the Owner in rendering a decisibn. The retention of such ''•;, '~ persons shall be at the Owner's expense. ! f~ 't~ ~ § 14.2A If the Owner requests the Design-Builder to provide a response to a Claim or to fumish~additional supporting ( a data, the Design-Builder shall respond, within ten days after receipt of such request, and shill either (1) provide a = response on the requested supporting data, (2) advise the Owner when the response or suppprting data will 6e` " furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of 4he response or supporting -. . ., . data, if any, the Owner will either reject or approve the Claim in whole or in part. AIA DoctMpnt Alf1" - 201 . CopyYight ~ 2009 eM ]Oli by TIIB AA¢i]Can Ine[i[u[B O[ A[C1~1[ec[e. A3; iSgEte teeerved. NAWl3NG~ Th1a AIA Oocunant Ss protected by o. e. Copyrl0ht Law and Iatarn~t Lonsl Treaties. onauthozixed rxpioCuction or divtribution of [hla AZA Dpcm~ant. or any Dortion oL 1[, may raBu1G Sn aware civil aM esininal Denaltiee, and will ba prosecuted Go the maxim~vn exten! poeeSbla uoCar tie tar. Thie tlreEC wee 31 p[OdUced by AIA eof[waie e[ 11~91f3'/ on 11/16/2035 undeY O[da[ N0.03]95B62UB_1 which expi[es on 07/19/2016, and ie not for r Bale. (1346784345) Oee[ NoteB: PAPR - 004140 § 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 shal(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.G Either party may file for mediation of an initial'decision at any time, subject to the terms of Sectiai 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 61e for mediation within 60 days of the initial decision. If such a demand is made and the partyreceivingthe demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding -i -- - -dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Cluim. If the Claim relates to apossibility of aDesign-Builder's default, the Owner may, but is not obligated to, notify fhe surety and request the surety's assistance in resolving the controversy. § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except tl~osewaived 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. } ~ ~ 3 ~ s § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed inadv+ence of binding dispute resolution proceedings, which shall ba stayed pending mediation for a period. nf60,days.from_the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld in the,place~ where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall: ,: - j be enforceable as settlement agreements in any court having jurisdiction. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract sfiall be governed by the law of the place where the Project is located. '# ~ § 1.i.2 Successors end 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 pocuments: Bxcept•as provided in Section 152.2, neither party to the Contract shall assign the Contract as a whole 5vithout written coh'senj,of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless ; ~' remain legally responsible for atl obligations under the Conhack § 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: -_ - -§ 15.2.3If'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, Archifect, Consultants, o{Contractors to execute consents reasonably required to facilitate assignment~to a;lender, the 'jl 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 i ~ Design-Builder, Architect, Consultants, and Contractors shall not be required to execute cettifi~ates or consents that would require knowledge, services or responsibilities beyond the scope of their services. ~_j _ _.__...,.:..._.. ___: y axe noawent Alf 1~ - iOU. Copyright "boa afM zo1~ by TFe rmezican Inetituce oI Acehltecte. All FSQhta received. MAIURIIG~ rhi. Avg na-ument is pcatected by V.6. CODY=SghC Lev and International Treaties. Ooauthorl:ed zepzoAucGlon or distribution oL [hla AU oacwecnt, or any potion o[ St, nay z eult In severe ci'+il and Criminal panellise, and v111 De prouecuted GO the naulm~un extent P~e1Ele under the law. Th1e drafC was piOtluceC by AIA 0o[CWdYe 0C 13:91117 011 31/16/3015 Under O[dei No,0239506206_1 which expiiee On 07/14/2U16~ antl ie not Eor r nele. (1]96789395) Oeer Notee~ 32 PAPR - 004141 § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof ofdelivety to, the last business address known to the party giving notice, Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaging functionality of BIM and/or;project management software used by the parties for the project j § 15.4 Rights and Remedies f § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies avaifa6le 'E thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies;otherwise imposed or - ..-available by law. ~ i j , § 15.4.2 No action or failure to act by the Owner orDesign-Builder shall constitute a waiver'of aright or duty afforded them under die Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach s thereunder, except as may be specifically agreed in writing. i § 15,5 Tcsts end Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Desig~i-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with~the~appropriafe public" authority, and shall bear al] related costs of tests, inspections and approvals. The Design-Bulldetshall give the_QWner__ 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 ocapplicablelaws or regulations prohibit the Owner from delegating their cost to the Design-Builder. i,.. . § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection Yor approval not € included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangeiiients for such additfion~l 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 presenfifor,such _.. procedures. Such costs, except as provided in Section 15.5.3, shall beat 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 poRions of the Work to comply with requirements established by the Design-Build Documents, all costs, made ~` '~ ,~` necessary by such failure shall beat the Design-Builder's expense. ( ,.. ~ _. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise requ'ired~by the D~ig~rBud _ ~ [r,~'' 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. 5 § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be rr`lade promptly to-avoid - - -unreasonabledelay in the Work. _.. § 15.6 Confidential Information If the Owner orDesign-Builder transmits Confidential Information, the transmission of such Confidential Information, constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to '`~: \ ~E transmit the Confidential Information. if a party receives Confidential Information, the recap ving party shall keep the `; Confidential Information strictly confidential and shall not disclose it to any other person o entity except as set forth in Section 15.6.1. j ~ i § 15.6.1 A party receiving Confidential Information mey disclose the Confidential Informa~ion~as rcyuired by lewor ` i couR order, including a subpoena or other form of compulsory legal process issued by a court or-goucrnmental entity: A party receiving Confidential Information may also disclose the Confidential Information to its employees, lSA Doaummt A111~ - ]011. Lbpyrig~t ° 200 elltl ]0l4 by 1'ha Ame[lCan InBti Nte o2 Architects. All ilphCi seaerved. HAIININa: 2ble AIA DOCmaat is protecEoA by V.6. Copyright Lav and 2nternetional Tseetlea. Uwuthorlsod reproduction or dle CribuHon of thla AU Document, os any Do[tion civil aqd Criminal yenaltiea, and will be pYoeseutetl Eo th¢ maximum extent poe6iDle unAes the tar.-. This OieCt Nab of iE, may result in a prodUCBd by AIA soEtvi sie~ aC 13 ~91~1] on 11/16/2015 under O108L N0.0239586208 1 WhSCh e%p1[¢6 on 01/]9/3016, anE is not fort sa18. (1346'189345) 9Bec NOEee~ 33 PAPR - 004142 consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, cons~lfants and conhactors are subject to the restrictions on the disclosure and use of Con6dentiai Information asset forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (I) specifically defined, (2) the titles of,:.numbered articles or i (3) the titles of other documents published by the American Institute of Architects. j § 15.8 Cnterpretation 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 --- •-appears in another is not intended to affect the interpretation of either statement. t f § 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. t -- j 0 Design-Builder's Principals, Employees, Agents and Conduct of the n` z••'~n«•''~ Representatives l i t , The safety and security of District staff, students and the general public are of uhnost priority to tl~e District. To that end, the ~re+~itec~Design IIuilder shall be responsible for ensuring compliance by tli"e'f~i'elritee~Desien "' Builder and any employees, agents or representatives. or subcontractors of the t1~relvifee~D'esi~n-Builder,.includigg,,___ _ .. all Design Consultants, to the following: ,i A. No drugs, alcohol, Imives, firearms or other weapons on District property, whether or not there is an existing occupied building. .-. ~._ No fratemizin~ with,.threats_ to, or use of abusive_ or _profane Ian&uage in the presence,of stodents_,parent~r ,.__.- Formatted: Font color: Auto visitors, or DisVict representatives, agents, or employees. C. No improper attire, actions or gestures ~vhlle on auy District property. No smoking on District property in conformance to Horry County Board of Educatiori'policy. ViolatiQns~of such policy shall result in a civil penalty of up to $1,000 per eeeHrer3eeoccurrence to the individuel.responsible and/or the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (Stntc Law Enforcement Division) criminal background checks on all the t~reHiteeks DesiKn-Builder's Principals, employees, agents, and representatives. and subcontractors. performing work on District property and contrac(ually require the same of all Design Consultants, their employees, agents, and } representatives. No employees, agents or representatives, or subcontractors, of the ~kraHiEee6 and Design Builder having committed violent crimes, crimes against children, or cries Qf moral turpityde are.:.'' allowed access to the District's premises. Such SLED criminal background checks s~alljbe maintalned`on:fil'e in the offices of the resyeet+ve-Afel»feet-wad-Design GeHSH#ar~Builder and made available to appropriate District personnel or the DistricPs legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic representafion§ of tfie`de§ign of the Project among the Design 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 wmpleted Project to make such representations. The District'slall 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.the,Project. The Architect shall not make any representations in promotional and professional materials'other than the`•,. identification of the District without the DisVicYs approval of the written copy prior to sub~ission, printing and ~ ~ distribution. This condition shall survive termination or completion of this Agreement. l j Drug-Free Workplace # ` The Architect and the Architect's Design Consultants shall be responsible for initiating, maintainingand supervising' "' all drug-free programs in connection with the performance of this Agreement. The drug-free programs shall conform .CIA Doemen! rl~l~ - 20U. tbpyzlgh[ ~ 2U0~ and 301 by 1TB AAerlcan InetlCUte Of ALchlteCte. All rl9bte iess[ved. XARNING: i61p AU Docwnent a proteeteq by 0.6. CODYrigfit Lav snQ iotarnational Treatise. Onauthozlsad raproduCGlvn ar BLetriEution o[ Chie AIA ~ocvnent, or any portion o¢ SE, may r ea1E in severe eivll and criminal panaltiau~ and w111 be pYoaeauted to tLa manLnum eutent Dooeible undeY the lay. ThSB dYaft 4eB produced by AIA BotCware e[ 13~01~37 on 11/16/2015 untler OYder No.o2395B62oe_1 MhlCh BxpSYea on 0'!/19/2016, end 19 ~roC Eoz resale. (3)46'!04945) OeOz Notea~ 34 PAPR - 004143 to'1'itle 44, Chapter 107, § 44-107-10 through § 44-107-90 of tho South Carolina Code of Laws as may be amended. Right to Audit Protect The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order (f1{ineFjnje~Ej 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 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 serdjces under the Architect's _ ___ __ _ direction. 4 The Office of General Services of the State of South Carolina, or any auditor under cont~act~ with the District has the right to audit the ArchitecPs records related to any Project inwrporated 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) liouF~ of notification at no additional cost to the District, This requirement shall survive termination or completion of the Agreemehk ~ s :: Traffic Control On-Site and Off-Site: 'The Geitkracte~Desig~i-Builder shall conduct its operations in a manner to not intemapt 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 allowing ~mazimum us~ of streets, sidewalks, parking areas or other pedestrian areas and reduce to e minimum any hazard to traffic or peCiestrians. The' ""`" C-er~troete~-Design-Builder shall use worker and traffic control signs and devices necessa'ry..to..comply with~Section. Vl 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 perfonned obstructs public traffic. When such traffic areas are obstructed ko any extent by work in progress, workers equipped with flags shall direct vehicle and pedesVian traffic Tl7e workers ~o —' , .: designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The EentraeteF-Desi~,m-Builder shall designate a competent individual at the worksite Whdse duty shall be the prevention of accidents and the implementation and monitoring of all OSHA_conshvetion ~af~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, shell 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. € s i Licenses and Permits: During the term of the contract, the Contractor shall be responsible',~pt .obt9iping ,and ~r maintaining in good standing, all licenses (including professionallicenses,~ifany),~errr~ifs,inspectionsand ,. related fees for each or any such licenses, permits and/or inspections required by state,~county, city o~ ot~ er;.~=`~ government entity or unit to accomplish the work specified in this solicitation and the contract. f. i Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] Board pursuant!to Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the li$tis available at the .•- -- following URL: http://procurement.sc.Pov/PS/PS-irandivestment.uhfi~(.l Consistent with Section 11-57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter7nto a subcontract, that person is on the then-current version of the Iran Divestment Act List Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify'the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized ' to work. Effective January 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 business 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 etnployer's business licenses. ; ~ j i 7 ~ i i SC IMMIGRATION LAW. S.C. Code § 8-14-40 Compliance: Design-Builder certifies that ~e,Design-Builder.will__. _~ is comply with the requirements oFS.C. Code § 8-14-10 eJ seg. and agrees to provide to the Ov✓ner any documentation required to establish either: (a) the applicability ofthet 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. AIA Docwrlent A1~1^ - 1011. CopyYSghC ° Roo4 and 5019 by T118 American IneCltuta of Archltec[e. LI1 rlBhte swerved. HAPNINa: iL1A AU Uocvment is pxotecteq by O.o. Copyrlpht Law and Internetionpl TieaCle9. Onauthosized raptoduetion or dlotriDution of thlu AU Docnra¢ee, pr any portion civil and Ctlminal peneltiee~ and will be Oroneeu[ed to the aaximum e~ctent yo681b1e unEeY Che lev. Th1e tlraft was 35 of 1!, may result io s PYOdUCed by AIA soEtvaze 9t 13X91:]7 on 11/16/2015 und¢[ OYdeI NO.O]395B630B_1 Wh1C11 eXplree on 07/19/2016, aeM Se no[ for YeBflle. (1396'!99]<5) OBai Notee~ PAPR - 004144 Business license, insurance, and bonds must be obtained prior to issuance of a Notice fo 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 AGBGEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A (41T"L2014, Standard Form of Agreement Between Owner and Design-Builder .2 AIA Document A141T"t-2014, Exhibit A, Design-Build Amendment, if executed t .3 AIA Document A141T~"-2014, Exhibit H, Insurance and Bonds j .4 Owner's Request for Proposols No. 1415-91 (with addenda) and Design-Buil{ler'sProposal to the snitie` ~ ~. .----:-.=.-~--........,- .-. :-. ---- r. as accepted by the ~weFHom County Board ofEducation. .5 Posl-Occupancy Requirements stated in Uwner's Request for Proposals ISo. 1415-91. ~------- Formatted: AiA Body Text Indented This Agreement entered into as of the day and year first written above. OWNER (Signnt:u~eJ S DRSIGN-13UILDF,R (SignalureJ 7o1~n K GarcLier, Chief Financial Officer. (Printed mm~e and (itJeJ «Robert Terris, Authorized Member (Printed name and title) 3 ! ~ ~ ~ i ~.. '~~ .r~l. i~ j 3 ~,:- r f,,: ... [ ~~' i y ... ..:. ....:.._._.:.,. ,..._... P 4 iveA. WARNING: Th1n ASA Doowvant AIA Doeunant T1~1^ - 1011. CopytlghC ~ 3004 a'M 301 by The Ame[SCGtf Inatltute of ACChltecCa. all slgLte t Ss DiotecteA by o.o. Copyri4ht Gv and TaternaEional Treatieo, onauthorizad repzoEucCion ox digtttbutioa of thin AIA uocument, or any yortion civil and orimiael DenalCiae, and will be pzoaewteA to tLe waximum extent poeaible uncles Che lay. Thie draft was o[ SE, may r eu1G ins pxOCUCeC Dy AIA eottve Ce at lit Wednesday, November 18, 2015 9:48 PM Keith R. Powell Aaron Thomas (athomas@metconus.com)' RE: HCS contracts forms Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Keith, My thoughts are outlined below in red. I have done my best but these requests cost money that we don't have in the job. z Robbie From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent: Wednesday, November 18, 2015 6:13 PM 70: Robbie Ferris Subject: HCS contracts forms Importance: High Robbie — Following a lengthy discussion with the HCS, attached are the two main documents marled up again, Also attached is a PDF I just got containing information about two topics referenced in the drafts, which I wish had been provided months ago. You should carefully review these, especially highlighted areas. Three I Date: November 18, 2015 at 9:47:49 PM EST To: "Keith R. Powell° Cc: "Aaron Thomas (athomas@metconus.com)" Subject: RE: HCS contracts forms Keith, My thoughts are outlined below in red. I have done my best but these requests cost money that we don't have in the job. Robbie _. From: Keith R. Powell [mailto:kpowellCa~childs-halli qannet] Sent: Wednesday, November 18, 2015 6:13 PM To: Robbie Ferris Subject: HCS contracts forms Importance: High __ Robbie — Following a lengthy discussion with the HCS, attached are the two main documents marled up again. Also attached is a PDF I just got containing information about two topics referenced in the drafts, which I wish had been provided months aga. You should carefully review these, especially highlighted areas. Three I i I~ ~ `~y ~ 1 ' ~ __ ELECTRONIC COPYSNO of any ARTICLE A.1 CONTRACT SUM A.1.1 The Owner shall Pa y the Desi6>n Builder the ConVac[ Sum in current funds for the Design-Builder's perlonnance 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: portion of this nxt+' Document eo another electronic file is prohibited and constlL'ULes a vioiatto~ of copyright• laws as set forth in the fooeez of this aocumenc. [ved. HARIlINO~ TI~1B ASr Docwnent A141^ - ]G11 Exhibit A. Copy[lyl~t ~ 2004 and ]014 by The )until Can In6tltYte of Az'chi[ect6. All ilgLte i AIA~ Dx~nsne Is 4~otncted Ey U.s, copy+lgl~e Law and lntecnaeionsl 'Ireati cs. Uneulhor.lzsd reprwluctlon or dl5[tlbutlon of ehie AaA civil and crlml,wl Fnattier.. en~l will U? Pcoeecuted [~ the mdxtnwn eatnnG poxxitile Lv~.:~wwnt~ n any V~~ic l~n i~f lt, inay r e~lt 1n a vndei khs lev. This dCa Lt vde pzOCUCld by AlA eof Lvazo dt 14:32:<6 d~ 13/OZ/3o19 ands[ OrdCc No.055164]066 1 which ¢xpiies on 06/2]/2015, a~M 15 noC Eor resale. (1J0151'J4o6) user Notea~ 1 PAPR - 004155 (Check the approprrale box.J [ u X'u j Stipulated Sum, in accordance with Section A.1.2 below § A.1.2 Stipulated Sum § A.1.2.1 The Stipulated Sum shall be dorty-five million nine lmndreil thirty tliousand twp hundred twenty-seven dollars ($ «45;93Q227.OQ), subject to authorized adjustments as provided in the Design-]3ujld Documents. r 1 '€ § A,1,5 Payments § A,1,5.1 Progress Payments § A.1,5,1.1 Based upon Applications for Payment submitted to the Owner by the Design-Bu~lde~, the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design-Build Documents. § A.1.5,1.2The period covered by each Application for Payment shall be one calendar mont~ ending on the last day f of the month. ~ G t § A.7.5.1.3~[HCS TO PROVIDE ASAPI Provided that an Application for Payment is received not later than the «_ »day __,,__--- Formatted: HIghllght of the month, the Owner shall make payment of the certified amount to the Design-Builder not later than the « »day ~' •- Formatted: Hlghllght of the « »month. If an Application for Payment is received by the Owner after the application date fixed above, "-"--" payment shall be made by the Owner not later Ulan « » (« »)days after the Owner receives the Application for,:..._ .-,. ,, Payment. ~+'+~. -~ § A,1,5.1.5 With each Application for Payment the Design-Builder shall submit the most recent schedule of values ~n accordance with the Design-Build Documents. The schedule of values shall allocate the entire ContracYSum among the various portions of the Work. Compensation for design services, if any, shall be shown separately. The schedu~a of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. "Chis schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-... ,.... --~ Builder's Applications for Payment. '•- .....-.. § A.1.5,1,6 In taking action on the Design-Builder's Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not:be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitt~ in accordance,with Sections A.1.5.1.4 or A.1.5.1.5, or other supporting data; to have made exhaustive or continuous on-s fi'•jnspections; ,,,:•" or to have made exam inetions to ascertain how or for what purposes the Design-Builder haS us~d amounts '• previously paid. Such examinations, audits and verifications, if required by the Owner, will be performed ~y tl~e' ~ f Owner's auditors acting in the sole interest of the Uwner. § A.1.5.1.7 Except with the Owner's prior approval, the Design-Builder shall not make advaj~ce~gayments,to suppliers for materials or equipment which have not been delivered and stored at the site. { i } ,,,,,,,,,,,;,, ,,,, § A.1.5.2 Progress Payments—Stipulated Sum § A.1.5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall jndicatc the - •percentage ofcompletion of each portion of the Work as of the end of the period covered by the•Appl ication for Payment. ~'~ i § A.1.5.2,2 Subject to other provisions of the Design-Build Documents, the amount of each ~rogress payment shall be ~ ~, ,~, computed as follows: f .1 Take that portion of the Contract Sum properly allocable to completed Worl~ as determined by multiplying the percentage completion of each portion of the Work by the share~of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainagd of «three and one/half »' -` percent («3:5 » %) on the Work. Pending final determination of cost to the Owner•of Changes-in the Work, amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement; ana aoi< AIA Docuwmt A111" - 301 Htehlbit T. COpy[Sght ~ 200 by 72~a Amei1C8~ I~Btltute of A[chitecta. All rlybtB in ervbd. HAPNIt10~ ThLs l3A Ootumant Sa proCeeted by o.9. Copyright Wv antl IntcrneCional Trcacleo. OnauChori~ed reBr~uetion or distribution of this hIT civil and c[Loinal BB~alCieo, and will ba DroeacutaC to Ehe tmxlmun extent DoaslDla Doeumanl, o any portion of Se, may z aulG in o uGdee thn lay. '17iis tlraft was p[otlUceO by AIA BOECwere 0[ 14 ~Y1~96 on 12/02/;019 Under Oetle! N0.0531fi42066 1 wlflch expires on 06/22/]015, antl is not tot resale. (13815]7406) Oaer Nolea~ PAPR - 004156 .2 .3 .4 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored al the site for subsequent incorporation in the completed construction (or, ifapproved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of %); Subtract the aggregate of previous payments made by the Owner; and Subtract amounts, if any, the Owner has withheld or nullified, as provided iq Se~tion 9.5 of the Agreement. ` { § A.1.5.2.3 The progress payment amount determined in accordance with Section A.1.5.22 shah 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 deterjnme for incomplete Work, retainage applicable to such work and unsettled claims; and '; (Section 9.8.6 ofthe dgreeli~ext discusses release of applicable r•etainage upon Su6sta~atial Co~~rpletion of Work,) .2 Add, if final 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: j ° 4 3 § A.1.5.5 final Payment r { § A,1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, sh411 be made by thg OJvner to the Design-Builder not later than 30 days after the Design-Builder has fully performed the Con{tact and the i requirements of Section 9.10 of the Agreement have been satisfied, except for the Design-Builder's responsibility to correct non-conforming Work discovered alter 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 1.4.13, is the period of time, including authorized adjustments, for Substantial Cmnpletion of the Work. j " .. i~ ~A,2.2 The Desi~n_Builder shall achieve Substantial Completion of the Work as follows:__ _ ____:___;,___._._ . (/nserl number of calendar days. Alternatively, a calendar date maybe used when coordinated with the date of convnenceu~ent. ]jappropriale, insert reguirenvenlsfor earlier Substantial Completion of cerinln portions of the Worlc.) ` o IaYer Ulan Ma 1 2017. _.- -•---, _ ;: ------------- --' -----•--- -°- • ,__-- Formatted: Not Highlight ~~ ------" -- 3- ---;• Formatted: HIghllght ,} r;. ~' ~ ~' ~'` subject to adjustments of the Contract Time as provided in the Design-Build Documents. j (/nser•t provisions, if any, for !lqutdaled damages relating to failure to achieve Subslanfral Conpletian onYimeCrfor. % ~ I ) bonus paymentsfor early canpledat of the Work.) Y ~ .:- i t •'-~~ i ARTICLE A.5 COST OF THE WORK § A.5.4 Other Agreements § A.5.4.2 Agreements between the Design-Builder end Contractors shall conform to the applicable payment provisions of the Design-Build Docwnents. "' .~ § A,5.4,3 The agreements between the Design-Builder and Architect and other Consultants ic~entitied iri the `~ ~~ ''~ Agreement shall be in writing. These agreements shall be promptly provided to the Owner ~po~ the Owner's'written ~ ,,. i request. § A,5.5 Accounting Records _ _ The Design-Builder shall keep full and detailed records and accounts related to the cost of t~e Work and exercise .` such controls as may be necessary for proper financial management under the Contract and~to substantiate all costs ~ incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner•and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Design-Builder's records and accounts, including complete documentation - -.,_ supporting accounting entries, books, correspondence, instnictions, drawings, receipts, subcont~acfs~, Contractor's proposals, purchase orders, vouchers, memoranda and other data relating to the Contract. The'Design=Builder shall ~-.. ~~ preserve these records For a period of three years after final payment, or for such longer period as inay be required by law. ~ ~ 1 ~1 S § A.5.6 Relationship of the Parties j 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 Dwner'f6 furnish efficient construction administration, management services and supervision; to fum~sh.at all times:an _ _ -.- - -. s f i AIA pocwnant ]111" - ]011 6xh161! A. Copycigh[ q Z00~ aid zO1C by Tha Ameilcan Institute of A[chltecte. All il9hta [e rvad. NA111iINC: This Air ~owment is pmtaeted by v.9, CopyciBht 6ev and International Treaties. Vnsulhorizad zeDroBUCtion or dlotYSbation a[ Chia DIIf Oocwnent, o any DorClon oC it, may result in oevere c1vi1 and cclmival penaltlee~ and xtll be proaecvted to Ehe ivnximum extent possible under the la~a. 'ffiia dcpEt Nee pzoducetl by AI.~ software at 14:22 46 On 12/02/2014 i~~er Oxde[ No.0551692066 1 Wh1ch ezplre6 OA 06/.R]/]015, and LB not for resale. (138152'/406) DeeY Notne~ # 4 PAPR - 004158 adequate supply of workers and materials; and to perform the Work in an expeditious and ecaiomical manner consistent with the Owner's interests. This Amendment to the Agreement entered into as of the day and year first written above. l _ { OWNER (Signaltn•eJ _... «Joh11 GardnerChief Financial Officer »u (Printed ~7ame and title) DESIGN-BUILDER (Signature) .Robert Ferris, Authorized Member«'.» in the year hvo thousand fifteen (2015), ,» (/n N~orda~, indicate day, month andyeur.J BETWEEN the Owner: (Name, egu! .~vuh~a•, uddre.~a and of er in ormu~ion _ ,, ADDITIONS SAND DBLETIONB t The ~autihor of this document has TIoi'r Y Counl1~ Schools, South Carolina, a Political tiubdivision of the State of South '' ~edc~ed information needed Eor i C&iolina. 335 Four Mile Rd ~ PO Box 260005 G'onW~y, SC 29528 Dlst[ict O~ce Phone 843.488.6700 - ;noties added(in{ormation ae we~l ae rev}aiOns to the ~eeanaara t'oi n ~e~ to and the Design-Builder: (Name, legul.slalus, address and olhe~• inJo~rnalionJ FII2STFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St.; Suite 225 Raleigh, NG27601 _ site completion. The author may also have revised the .text of the original AIA 'standard fokm.-;" An .~daitiona .mod neletto},s keport that yavailable.from ti6e author and tehould 6e reviewed. _ f __ _ 'this 3ocument has important - legal consequences. ,• { conaulcation wieh.a~ '~ t attorney is encouraged with reapectto'its gpnpletion or moaifi~acio~:" iconsuitation wish an for the following Project: (Name, loca/ion and deluded descrip~ionJ atto;ney ~is ..sled e couraged with respect to~pro eeaional _.,~ NeW C3rolmaPoiCstMlddl0SCh0olu (per Ownet s ItequCst for Proposals No lA 15-91) - ~ !, licensing requiFements in.. the jurisdiction "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. ,~ l _ ~ ~~, /' ( ~ ~~ 3 _ ~. __._ 1 ~,, ~ .. i . __ I SLBCTRONZC COPYING of any portion of this AIAf Document to another electronic file is prohibited and constitutes a violation of copyright laws ae set Eorth in the footer of this document. AIA Doaurcent A111^ - 1019. Copy[Sght ^ Z00~ and 101 by Tie American InSYituGe of Architects. All r1ATte ieBerved. NARNItI~i Thiu AIA UafumSnt is ptotac[5A by h.e. CopyrSgAl Lav onA Inte[naC1o~01 TxOaGiee. ovauthoileSE iapiotluctfoo or Giatxlbutlov o[ fhle .~lA` Documevt, ci' any porciOn civil nnJ crinlnol penaltlee~ anJ will he pro euteA !e Gro mezlxun oxEsnt pnysible vndae the lnv. This dre£t wee of Lt, my s salC fn x produced by fSA softva[e at 1):<1 ~]'! on 11/16/2015 u~de[ OYdCY No.O]~95B630B 1 which expire¢ on 0]/11/3016, and is not for' x sale. (1J46'lB4~g5) U88c Notelt 1 PAPR - 004160 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT y •'-t j s 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT ~ ~ 5 WORK FOLLOWWG EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 71A9E ~. 4 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK ~ ~ ~ { s ~ ~ :.~ a ~.... , _.._... . 3 1 . s ' __.____ __...__.. .. . . 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION ~ 15 MISCELLANEOUS PROVISIONS ~ 16 SCOPE OF THE AGREEMENT ~ n-._ . =-_-- „~ ,• : ~-- J 1 ,. 1 -• " ..-,• _--'` ~;, _ ; '".... >. . f1 ~ i i TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS ` ` j~` ~ ~` j ~ k'~`~ ' f,. 5 ARTICLE 1 GENERAL PROVISIONS ~ ~ 1~ ~#_ § 1.1 Owner's Criteria ` - This Agreement is based on the Owner's Criteria set forth in this Section 1.1. (Note the dispasilior~ fa• the follott~ing items by inserting the requested infonnalion or u statement such as 'Slot applicable" or "unhnoirn at lime of execu(ron."If the Otinner rnlends !a proride a set of design doctmlents, and the~rquesled infnrmatiaa is co~zlahred in tl~e design doctmienJs, identify the design documents and insert "see Chvner's design documents" where appiropriate.J ~ § 1.1.1 The Owner's program for the Project: (Set jor~h the program, identifj+ docuntentatio~t in irhrch the program rs setfa•Ih, or slate the manner in 1~~hich the program tell! Ge dereloped.J '~ cPer "I)esign;Requirements" published for Solicitation No: 1415-91nnd .Design Builder's Proposal to Owner pursuant to Solicitation No 1415-91`selected by the Horry County board of'Gducatioii on November 2, 2015.; rveQ. WARtlit~o: This AIA noCumant AL1 Docw~ent A111^ - 301 . Copyiigh[ P 2004 and 2aln by The American Institute oC Arch:tecte. All rl.ghts z In prelecttd by V.G. Copys'ight Law and International Trea>7er's Sustarnab(e Objectrre for the Project such as Suslainabrliry Certifrca~ion~ benefit td, the enviroronent enhancement to the health and ~~ell-being of building occupa~~ts, or i»tprovement of energy c~~crency. If the Owner ide~atifies a Suslai~wble Objective, incorporate A/A Document A141T^+-2014, Exhrbtl C, Sustalnalile Projects, into this Agreement to define the lernrs, conditions and Work related !o the Owner's Sustai»able~Objeclive.J t Per "Design;Require~nents" published for Solicitation No. 1415-91 and Design-I~uilder's Proposal to Owa~er pursua~il in Solicitation No.1~F15-91.selected Uythe Hong County board of L-'ducati~~i orcNovembcr 2, 2015:. § 1.1.5 «Number not used,» , § 7,1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Aravide tots!for ON~ner's budget, and if known, a line Item breakdown of costs.) i j j ,u Per "Design Requirements" published for Solicitation No: 1415-91 as amended through the Board of Education's action Novembec2, 2015.» § 1.1,7 The Owner's design and construction milestone dates: Per "Design Requirements" published for Solicitation _ — _... No. 1415-91 ,:F i § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants ar~d'Conlracto~s qY°fhe lr' ~ j Design-Builder's cost: i 1 .1 Architect „ _. 1 ~ ~ i (~ NC 27601. «S_1~L+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, _. .2 COI75U~tklilt5 i~_ .. .. «Rerbesign-guilder's Proposal to Omer putsuant to Solicitation No.14T5-91.> .3 Contractors •' ~I ,. . ... .....~.; ....~ i 'r _ ,—._.'--- ....:......... _,.. ,'< ~ ' "~ it Per llesi~ii-Builder's Proposal to Owner pursuant to Solicitation No.1415 91.1% § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: ~ ! (Idenf~ special character lsHcs or needs of the Project not idendfred elsei~~here, such as hrgtoric preservation t requirements.) _... _ • .'- ~'~ }, ,'~ I 4 i _. ..._ l AIA Dacvm~n! A1~1~ - 5011. CopyYlgh[ ~ 10a~ and 2a1~ by The American Institute o[ Architects. All rights reserved. HAWiINGi Th1v AI7i Dxument i~ psateCte9 by o.6. CODYiipht 6s~r nnq InCarnetLOnal T[eatiea. onauCi~osized reproAucClon o[ dintrlDutron of th3o AU Docwrout, or eny ➢oitioa o[ it, way r salt 1n s extenE poueibla under the lax. This A[eft was e1vL1 and crinlnal yanaltiea~ and will be prosecuted Co tLe maxvn p[OdUCed by 11IA BOEtWLi@ e[ 1]t91 t37 0!1 11~16~Z015 LfldBi O[dBY N0.0239586]OB_1 Which P%[J1S¢e OA 07/14/2016, efltl 10 AO[ [OC 18810. Vevi Not!! (1396'IB4J95) 3 PAPR - 004162 «Per"Design Requirements" published forSolicitation No. 1415-91 (Summary of Services Required, Article 3) includihe all post-occupancy requi~cnlents puhlishcd iii 16e solicitation as amended by addenda. § 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. i .....~ § 1.1.10,1 1f 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 conflic~. r § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall~execute aTvlodi£cation~in accordance with Article 6. _ ~ .-. .=•-:- -.. .-..-,,-. ---.....-. ,-......•.-~ § 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any Other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions Unless otherwise agreed, the parties will use AIA Document E203T"'-2013 to establish the protocols for the development, usa, transmission, and exchange ofdigital data and building information modeling. § 1.2 Project Team § 1.2.1 1'he Owner identifies the following representative in accordance with Section 7.1.1:, , Gxeculive llirector of Facilities (or a designee identified in writing by the brviier.) Horry County Schools Facilities DeparUnent, l J(0 L T-Iighway 50 Conway, SC 29526 843:488.6965 v § 1.2.2 The persons or entities, in addition to the Owner's representative, who are required to review the , Design-Builder's Submittals are as follows: _: ,, (List name, address and other• infa~nration.) 't.. ;:f..,-:r.,,..,:..„.. ...... ......:...... ...... ......:..«:...... ~.......~.,. r,.,.,.,._~.. ,..:..:....~ n....:,..~ b,.,..,:.e..,,,.,~,. ...:,, 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; The proposed Contract Sum, including tl~e compensation method; .2 ~ i `-~ .3 The proposed date the Design-Builder shall achieve Substantial Completion1~laesec~-keHekeia~ _ _„_.-- Formatted: Highlight - ~ j .4 An enumeration of any qualifications and exclusions, if applicable; ~ T .5 A list of the Design-Builder's key personnel, Contractors and suppliers; ands ~ ~ '' " '`' r ~ "" .6 The date on which the Design-Builder's Construction Proposal expires t § 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. . i .:.r""'- Formatted: Indent. LeR: 0.5' § 4,4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder s}iall eKeouYe the i j , Design-Build Amendment setting forth the terms of their agreement. 1 j 1.,. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT -. .. § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. { § 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for theOwner's informatipn: If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the :.~`` Owner shall promptly notify the Design-Builder of such deviations in writing. The Constru~tio' Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failure ofthe Owner fo discover any such deviations shall not relieve the Design-Builder of the obligation to perform tl~e Vl~ork in ~ ~_:,_:___,_. _ J accordance with the Design-Build Documents. § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to• -•Regulatory Agencies as a portion of the permitting and approval process for this work. § 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior toexecution of ~' ,~ ~, the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution ofthe Design-Build Amendment. However, such authorization shall not waive the Owner's right fo reject the } Design-Builder's Proposal. ~~ =; i ~ y § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder'A bestskifl-.and attention.: ,- .. -The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, AIA Uocumant A111" - 201{, Cbpy[ight ~ 2004 and 201 by Tha lunarican Inetitu[e of AiChitecte. All r19Dta zeoerved. HF1TIItiO: iAio ALi oocuinent is protected by V.B. CODYriBht Gaw aoa x~earnaeio~aL T:eaetaa. v~aucnorizea reprodueCion ar dlatYibution of onto au Document, of airy poLtiOn 10 O[ it, pay r salt iv s c1v13 atld cilminal psnaltie0~ an0 will De ptoeec4te0 to th! wa~cinw eaten! Poealble undat tM lay. This dt'aft was produced by AIA software at 1J:91~17 on 11/16/30]5 antler Order No.O]J95B6308_1 which expires on 07/14/2016, aM Se trot Eor r Bale. 11346784345) Oeet Notsei PAPR - 004169 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 poRions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Arawings: The Contractor shall maintain at the warksite ode (1) record copy of the Contract Documents including approved changes in good order and marked currently to record changes and selections made during performance of the work. A copy of submittals accepted by,~ the; District shall also be maintained at the worksite. These items shall be available to the Architect and Di$trict when p~esen4 at the worksite. When required by the Contract Documents, tha Contractor shall provide record drawings-on• alb increments of the work such as, by way of illustration and not limitation, plumbing, electricgl, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shah furnish en electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch I ist items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. a Contractor's Quality Control Program: The Contractor shall institute and maintain throughout the co~traot 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 alt respects. 7'ha program shall include providi~hg daily supervision and- conducting frequent inspections by the Worksite Superintendent(s). ._ ., - ~ i 1. Compliance ~vitl~ Employment Laws: By entering into a Contract Agreement, the Contractor agrees to' abide , by all applicable laws pertaining to emptoymant including, by way of illustration and not Imitation the following: ~ 4 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. _ ~ E 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-I-10 et seq., as may be amended. .' i 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 tha Contractor. The Contractor, in ~'pII '`•,~ solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employee." ,:= 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 this t t ! f pp~aragraph in every subcontract or purchase agreement of mare than . . _.3 ~___.. _.... .~ f::=___..... ,.._ ~ ~CIQ~DOO. } Employment Taxes end Benefits: eke-Unless under order from the Internal Revenue Service or South Carolina state Kovemment. the District shall-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, 4he'District shall not• .. provide any employment related insurances or other benefits such as worker's compensation for the~benefif'of any 1 Contractor, subcontractor or supplier employees. Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project ,~ Manager to the project and identified in Exhibit A. The Project Manager shall secure the materials of proper quality { and quantity to meet the Contract Documents and manage the appropriate timing of allma~erials, sub-contracted `3 work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion ~ _ _,,_ '{~l~!-or the,duteS..,, 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. '1 r f zved. HTR1RtM: Thie aL~ DoovmenG AU Docunant A1~1~ - 301. Copy['ight ~ ]00q dnd ]019 by The Ame[lean Institute oP A[chlteeta. All slghte i s protected by v.e. CODYriphk Law u+d International Treaties. onauthorSzaE reproduction or dLatributlon of thin AIA Doeumant, or any porESon of it, nay c eult Sn s vets Civil aM erlminal penaltib, and Mill be provecuteA to the maxinnm extent possible mdec the lay. This dv'aft was 11 pYOtlUC00 by AU sot[pale at 13 t41;1~ DA 11/16/3015 untlei Oide[ No.02~9586208_1 which explree an 07/11/2016, end io rwt foi i eale. (13<678~345) Oees Nolast PAPR - 004170 Project ICey Staff -- Worksite Superintendent(s): The ContrQcfor 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 die size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (I) Worksite Superintendent shall be in attendance at the worksite at all times during performance of any work by the Contractor's own forces or subcontractors'and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the Secondary Worksite Superintendent may perform part-time work of a trade or the dutie's of OSHA Compliance Ofticer.or fireguard, if approved by the District. The Contractor shall not change any~Worksite Superintendent fde~3ti~re~-irrt~ic~c-~s~e-e~r•/~(-Fi~h+Hi~iF}or the duties or status of same during tha course of the pro~ecfwifhout approval ofthe District. The Worksite Superintendents) shall enforce strict discipline and good-order among -the- j Contractor's representatives, agents, employees, subcontractors and suppliers. r - •' Worlcsite Communications: The Project Manager and Worksite Superintendenl(s) are representatives ofthe Design Builder and communications given to them, either orally or in writing, shall be as binding es if given to the Principal of the Design Builder. ` E # j i ~ t 1 ~ § 5.3 Labor and Materials j ~ = } s § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay ~'or labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, fransportation, 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 employes aid other persons carrying out the Work. The Design-Builder shall not permit employment of unfit persons,.or persons not ~• .,. '' --_._~ r properly skilled in tasks assigned to them. l._ ,_.. ..., _, ...,. j §5.4Texes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, '" : .. ; that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely ~ "'" "" ~,_ ~" i scheduled to go into effect. .,., § 5.5 Permits Fees Notices and ComP li~nce with Laws rt' / ~ ':`~ ~;~ § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shah sebure and pay for tie' permits, fees, licenses, and inspections by government agencies, necessary for proper executiod of the Wotk aid Substantial Completion of the Project. t f s S F § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws; staftutes, ordinances,. ..-.. ..__._. codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the ~' "" 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 before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The O~vner'shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease ~' in the Design-Builder's cost of, or time required for, performance of any part of the Work, Shah recommend an equitable adjustment in the Contract.Sum or Contract Time, or both. If the Owner determines th8t the conditions at the . 4 site are not materially different from those indicated in the Qesign-Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, sta~ing the reasons: Ifthe { I k, AIA Dacwnent AUS" - 201 , copyright ~ 2001 antl 2014 by The American Inet3tute of pYchi[ec[s. All rlyhC~ [eeerved. HrANLNO: Yhia AZA' Ifocument Sa pco~actaA by O.G. CopyrlBnt Law and Intarnatiooal Zzeatias. Onnuthorizad reproduCtlon oc diatrlb~tion o£ [hio AIA Document, of am PotEioo civil and etiaSnal paualtree, and will ba pYoaecvteA to tLe naxLaw extant poaaibla under tea lay. This tlraCt was 12 of St, msy result Sa s protluCed by A]A eoft~+ate aC 1):91X1'1 on 11/16/2015 under order No.OY]9586208_1 which expires on 07/14/4016, antl ie not foT resale. (1396'IB<]95) Denc Noteet PAPR - 004171 Design-builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14. § S.S.41f, 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 wntinue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requestsfor adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in ,._: ..._,_..__ _.. __ Article 14. j § 5.6 Allowances t § 5.6.1 Tha Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the'Design-Builder has reasonable objection. i j § S.G.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 fhe site and all required taxes, less applicable trade discounts; Z the Design-Auilder's costs for unloading and handling at the site, labor, installation costs, over~ead, profit, and other expenses contemplated for stated allowance amounts, shall b'e included.in.theComract 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. 'Che amount of the Change Order shall reflect (I) the difference between actual..costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under.. .Section 5.6.2.2. ,.. .._. a ~ § S.G.3 The Owner shall make selections of materials and equipment with reasonable promptness:for allowanc~s requiring Owner selection. g § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom -_the Design-Builder has made reasonable end timely objection. § 5.7.21E the Design-Builder desires to change any of Uie personnel, Contractors or supplies identified in th'e , Design-Build Amendment, including but not limited to any contractor or design professional identified by the' Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objec~ion?to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner r'equ~res 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 inwriting-to the Owner the names of persons or entities (including those who are to furnish materials or equipmenE 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 suph 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 § 5.7.3.1 [f the Owner has reasonable objection to a parson or entity proposed by the Desigf~-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. LI11 Document 1141' - Y01~. Capyrigh[ d 2009 end aoia 6y The Amacican Inetltu[e of AYch1[aete. All slg6le teearved. HARNINt1~ This AIh~ DaCYeNnt ie D~teete9 by 0.6. CopyrlBht Law anA Internetlonal Treallea. OnautLorixod rapro6uctlon or dLOCriOution oS tT1e AIl~ Document, or any gortion o! it, way r eult in a eivil and cYlm3nal Denaltieo~ and will be proeecuteC to the meximuw extort yoaefble vnEer the lay. TM1le draft uae 13 produced by ]13A eoftwat@ et 13111:]'! on ]1/16/RO35 under O[tlac No.0339596108 1 MhSel~ expires on D7/ld/]o16~ aM Se no[ Eoi r Bale, (13g6'I89395) Oaes Notea~ PAPR - 004172 § 5:8 Documents and Submittals at the Site In addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Subm itinls. 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 i The Design-Builder shall confine operations at the site to areas permitted by applicable IaWs, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall noE ~ i unreasonably encumber the site with materials or equipment. t , ~- --- - — --- -- ------ - - - 1 } § 5.10 Cutting ;end Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed consdvcton 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 Owneror a separate contractor . ,.~ the Design-Builder's consent to cutting or otherwise altering the Work. § S.il Cleaning Up ~ i a § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of wane materials or rubbish caused by operations under the Contract. At completion of the Work, the DesignIIuYlder shall ~rem'ove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project. ~._.-_ __.. . . _ .. _. _ _. . _ § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder, § 5.12 Access to Worlc .- { The Design-Builder shall provide the Owner and its separate contractors and consultants access to the•Wo k ink 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 aCthe Sita,. ~ ,:. ~" „.: ..... § 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 othereonstruction 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 ofany separate contract. If the Design-Builder claims that delay or &ddiUonal cosE~is i~ivolved 14. i ', because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article s ' :, § 5.13.1.2 When separate contracts are awarded for different poRions of the Project or other con'slruction o~ operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individyal oY_~tity.. . . k 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 mutual agreement. The' construction schedules shall then constitute the schedules to be used by the Design-Builder,tseparate contractors and j 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 sepazate contractors, the Owner.:shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the"ConYrect. E sued. HAWIINO: Yhia AIA Dxurtaot AIA DOOwaent /111" - 2011. COpy[SghC ~ 300 antl zoi~ by 7'he Asezican Institute of Alehitects. All iighte i is ptOtectad by O,D. Copy~lght Lnv and InternaEionsl Tteetiea. OnautDorized reprOAuctiOn nt Oiotribution oP Chla A[A Documeet, or any portion civil and eriminal peoalciea, add will be p[onecuted to the maxlnum extenE poe9lDle under the laM. Thie ErAEt wAe 14 oC St, aay r o~0.E !n a ptodUced by AIA aG 11 i41 t17 OA 11/16/2015 U~de[ Oid¢x N0.02]9506309_1 Wh1Ch explxea On 07/19/2036, end 18 ~oG [O[ reenle. (19678<]45) Oeat NOEeat eoeeuace PAPR - 004173 § 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 [f 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 ofthe Work, prepare'a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for properexecution and results oftheDesign-Builder's Work. Failureof fhe Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's wmpleted or partially completed construction is fit and proper to receive the Design-Builder's Work, except~as to defects not then reasonably discoverable. 1 § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs theOwner and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities or defective construction. f f i S § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully caSses to co~uple~ed or partially completed construction or to property of the Owner or separate contractors as provided ~~~ Sectioj~ 1 .2.5. 1 § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for c~tting and'patcliing the"` "' _.. Work as the Design-Builder has with respect to the construction of the Owner or separate contractors.in.SectionS,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 ' ~ ARTICLE 6 CIiANGES IN THE WORK § 6.1 General '" § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and without in~alidating th~ ~_:,,. Contract, by Change Order or Change Directive, subject to the limitations slated in this Article 6 and elsew' liere.in the "' Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. ,.TheOwner may issue a Change Directive without agreement by the Design-Builder '` ~1 ~;° § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-$uil$ Documents,s8nd,the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directi e. ~_`' § 6.2 Change Orders A Change Order is a written instrument signed by the Ovmer and Design-Builder stating their agreement upon all of -: _ _. . the following: _,..._ _, _. _ . .. _ . .1 The change in the Work; .2 The amount of the adjustment, if any, in tha Contract Sum or, if prior to execution of the Design-Build -- • • • •----. Amendment, the adjustment in the Design-Builder's compensation; and The extent of the adjustment, if any, in the Contrect Time. .3 § 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 Amend ant, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, ~thout invalidating the Conhact, order changes in the Work within the general scope of the Contract consisting ofac~ditipns, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjusttrient in the " ....__ _ _ ;-, ..-.-___ . Design-Builder's compensation, and Contract Time being adjusted accordingly. ~~ '1j `_ ~. t a AIA Document A1~1^ — ]OU. Copyright ^ 2aol antl 701 by The AmeYSCan InaCl[ute of TrChLtecte. All zl9hto reeerved. MARNINO: Sh1a AU Document Ss proteetaC by 0.6. COHYright Law end Interne Elonal Si c~E—Pc~i~10HN~-HBS ~ 8~3~2~-0~ _. _..:.. . ~8yt71eI~6E-Bf~ Ifii{1 ,-' _ . . ~~' o ~H~S IS PROVIDING ITS CUSTOM ALLO~VA[3LE COST RULES— WILL 13G INSCRTED A,S.A.P1., Allowable Overhead and Profit Charges: Additional overhead and profit amibutable 1~o tNe change in contract ~ pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum often percent (l0%) 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 (l0°jo) of the allowable direct ._, _.. .. , costs. ~'~ 1 t j ASA Docunwt 1~1f 1~ - SOl~. Copyilght ^ 200 aM Y011 by The American Institute of I~CChitec[s. All zip6t~ zeearved. wAANiNO~ This .~U nocwnenC is protected by V.G. CopyrSghE Gav aoA Intarnationsl Treaties, onaulhocixed reproductron or Aletribution of this AZn Document, or any poctlon ~6 o[ it, may r Ault Sn a am CSvll and aY1~+1na1 Deneltlea, aaU will be proeewtetl to the gaxioum extent Poeaible mAez the Law. Th1a draft roe protlucad lry AIA eoEtv~are at 11~61~3i on 11/16/2015 antler acdet No.a2395e6208 I which expires on o7/1~/R016, and ie twt foY Yeeale. (3346'164345) Seer Noteai PAPR - 004175 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. Refainage: 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 ~N+aef-Agreement and payable at the time of finalpayment after a) full completion of all work to be performed and ail requirements established in the C—ew~t~1-,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 Distnct, for every subcontractor who performed work on the project evidencing they have received final payt~ent of undisputed work and'retainage withheld. As a wndition of the contract, no more than three and one-half percent (3.5%0) sfiall'be retained from the progress payments of any subcontractor by the Contractor until final completion-of that portiomo€ the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of timing during the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. ~ i Formatted: Font: Not Italic Formatted: Font: Not Italic { § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, iri the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitution's are involved m a change, the allowance for overhead and profit shall be figured on the basis of net rnarease; tf any; with " respect to that change. .. . ... . .. ._ .::.-:, ..:---•____._:.::,. , ._, § G.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified..,. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design•Bu ld Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right of s 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 adjustmciits in the Contr$ct 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 shat I execute a Change Order. Change Orders may be issued for all or ~_ any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES ~ ,-'` '~:, ~ § 7.1 General k ~`~ § 7.1.1 The Owner shall designate in writing a representative who shell have express author~ty tb bind the ('owner with respect to all Project matters requiring the Owner's approval or authorization. i i ? ~ s § 7.1.2 The Owner shall render decisions in a Hmely manner and in accordance with the Design-Builder'sschedule_ agreed to by the Owner. The Owner shall famish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 information and Services Required of the Owner § 7.2.t The Owner shall famish information or services required of the Owner by the Design-Build Documents with-_ '',. reasonable promptness. 1~ 1`' ~ 'y (' i `~ § 7.2.2 TNe Owner shall provide, to the extent under the Owner's control and if not required by;the Design-Build ~ Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations ! conducted for the Project involving structural or mechanical systems; chemical, air and wafer pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at Yfie" " ~ Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys • -._..-- .. . ~~ i ° j .' rvad. WAIURNc~ Shin ALi uocuwen! AU Doewunt A1~1"' - 3011. Copyright ~ a009 aM 1011 by The Tmerlcan Institute of Arehiteete. All riyht~ r is prolucted by D.s. Coyyright Lsw and Intarnatlonal Treaties. unauthorized reproduction ox 9LotYlDution of tMo ATA oocuwent, oz any portion of it, may rwoult in severe civil and ctlminal panaltiet, eaA N111 be pronecute0 Co Che NBxiMW~ 6XCBnt possible UnEes Cbt lad+. Tie dia[C was 17 pYoduceA by AIA so[CWSYB at 13:43137 0~ 11/36/2015 under OxdeL No.0239506208 1 which expi cea on 07/19/]036, antl 18 nOt Eor r sale. (1]96'!84]<5) OOex Noteq~ PAPR - 004176 —~ describing physical characteristics, legal limitations and utility locations £or the site of the Project, and a legal description of the site under the Ovmer's conUol. § 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'Che Owner shall cooperate with the Design-Builder in securing land development, zoni~g, and other permits, licenses and inspections. Y _ __ § 7.2.5 The services, information, surveys and repods required to be provided by the Owned under tfiisAgreciiicnt, shall be furnished at the Owner's expense, acid except as otherwise specifically provided in;this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness lhereo~: In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the • ! ,.4 WOf~C, § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work o~ n n-confomity yvith the ; ~ Design-Build Documents, the Owner shall give prompt written notice thereof to the Des~giTB~~der. i t 4 ,~ 7.2.7 Prior to the execution of the Des~n_-build Amendment, the Des~n-_Builder may reguest in writing that the ____.___-- Formatted: Hiyhtlght Owner provide reasonable evidence thatthe Owner has made financial arrangements to.ful6ll the Owner's obligations under die Design-Build Documents and the Design-Builder's Proposal. T', ~~~~w~.,''.~•,~^:~.,-~u+l~er-Nan3r~rt}y T2C~{tIC913H@~i~Yi(~CHC2-i~~ . _ n,...:,.., o..:u rte,, j r,,:i.. «,. \i9i8:~-~a.,-~-w~-r^na~6~tA6H15-1H~t9-BBSt~H-Bli F~E~21'-flSr{~1vrn~.b.rvu~rmva~~BHNiCN~9 ,_. . . ._ . fig. ....~.,.. «,..i.., n,...',.., n.,aae. - ~ _ ,: . :.. ~ § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have beep specially authorized, the Owner shall communicate through the Design-Builder with persons or. entities"emplo~ed ~ 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, famish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly,carry-.out,.the design _ services furnished by the Design-Builder. In such event, the Design-Builder shall specify the,services required, SuGh`` services may include, but are not limited to, test borings, test pits, determinations of soil beaingvalues; percglation . : , tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations`~'or k~ anticipating subsoil conditions. The services of geotechnical engineers) or other consultants shall include j~reperlition a ~ 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. ~ j__ T _ _ ~_ .r __r _,..._., _ . 't §7.3Submittals ~--"—'' t § 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 systetlis; 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 in '': accordance with the submittal schedule approved by the Owner or, in the absence of an app~ov~d submittal schedule, `~ `; .~ y with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of SubmiUals shall not relieve the Design-Builder of the obligations under Sections 3.1.11, 3.1.12, and 5.23. The Owner's review shall not constitute approval ofsafety 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 ofwhich the item is a component,.:,,.__._.- . __ AFA Oeaum~nt rl~l^ - 201 . Copyright ~ ROa~ and 7011 by The American Inetltute oC Architects. All rlAhta reeerveC. HARtRtIC: ihia AIA Dacwnent is Dzote[t0fl Ey 9.8. COpyilOht GLW and International TsOatiea. Onauthor]xeU [epzOdueClon o[ diat[lbution of eLip AIA CocwoOot, or any portion 18 eSvil end etinlnal pemltias~ and will ba proseeoeed Ee the m~1m~m~ extent poaalble vedac the lair. This draft was o¢ St, may r cult iv a p[oduced by AIA eoEtwaie aC 1➢i91 ~)'I on ]1/16/2015 undai Oidet No.O]395BbROB_1 whieh expires on 07/14/3016, and Sa no[ foi[ sale. (1396"!84345) Oee[ liotee~ PAPR - 004177 § 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 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 Desig~-Builder's rights and responsibilities under the Design-Build Documents. ~ j 2 § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accoFdance with the requirements of dte Design-Build Documents. "Che Owner shad not have control over or charge of,-and-will :not:be -responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, ortheir agents or employees, or any other persons or entities performing portions of the Work for the Design-Budder. _.. 1 -~ § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build'Documents. The Owner. shall have authority to require inspection or testing of the Work in accordance with Section 15'.5'2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision m~de~n good faith either to exercise or not to exercise such authority shall give rise to a duty or responsil}ility of the Owned to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, jhei~ agents orjem ~loyees, or other persons or entities performing portions of the Work. S ~~ ~~ § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance~wit~'Section 9.8 snd 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-]3uild Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-T3uild :. Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, u~~til the cause for such order has been eliminated; however, the right of the Owner to stop the Work`shall not give ri~e to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or ~ny other person or entity, s -~-. ''~ ,, 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 end ::... fails within aten-day period ailer 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 otherremedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall he issued deducting from payments then or thereafrer due the Design-Builder the reasonable cost of correcting such deficiencies:If payrr~ents then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Desi$n-Builder shall p$y the' difference to the Owner. For Work on the critical path to beneficial occupancy of the Projesct (or defined Component thereof the ten-day period referenced herein is reduced to five (5) days during the 60 days;prigr to substantial i completion as shown on the last schedule properly submitted under § 3.1.9. { ~.. . _..__. . .. .. a ~.,,.~. . ._.: ARTICLE 8 TIME __ _ - __.,__--:_:,.. i-- . § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contracf. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performi~tg 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 Cgntract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Gont}act. i } § 5.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall aehigve Substantial Completion within the Contract Time. § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORK. rved. wrANat~a~ xbie ArA naeumane Av. Doewnmt A1~1" - 101f, copycigh[ ° sao4 and 5014 by The Amacican Inekitute of Archi[ecta. all. righter is protu[Ced by O.B. CopyrlBbt GV and Intarnalianal Treaties. OnauthorlsoA t~p[oAuctlon er dtotrAbution eE thia AIA Docvnent, os any portion 19 of it, nay r salt i¢ severe civil aM c[Sainal Denal[Sea, sod will be prosecuted to CDe maximw~ exCent po0eible mdeY Clre Law. This Ara[C was piOtl~cetl by AIA sof[Mdt¢ d[ 13 ~91~37 on 11/16/2015 un08t Oidei No.02)9586]DB 1 which expiiea On 07/19/]016, and is Prot for t sale. (1]46784305) Oaer NotnBt PAPR - 004178 Tlie 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 substantial ly completed within the Contract Time. Damages the Owner wil l 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 ofproject 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 studenfs and full staff are _. . __staff present; harm to the Owner's reputation and established goodwill among the community, parents, students, and due to late delivery of the project; loss of student morale and academic performance due to the ongoing-Work during---• -• - f the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of al) 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 $S00 will be due from the Design-Builder to the~vmer. § 8.2 Delays xnd Extensions of Time § 8.21 If the Design-Builder is delayed at any time in the commencement or progress of the~WoYk by an act or#neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in t~e Work by the Owner, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or'oth~r ceases b''eyottd'the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding.dispute.resolution.:pr. 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, _. f, i § 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 shatI be documented by data substantiating the weather conditions a) were abnormal,for a period of time wh 4h could not have been reasonably anticipated; b) had an adverse effect on the work scheduled; sod alterriate.worl~ t unaffected by the weather could not have been done; and c) had an adverse effect on the construcuorc 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 altemata work days within the work week, or other such actions. Such time extension request shall be in writing andsubmined to the '` District for approval within ten (10) days from the end of the event causing the impact on the•eonstruction'schedulc.'" An extension of time not requested within the appropriate time period shall not be considered. The approved, ,• 4 ~ j extension of time shall be incorporated in the next Change Order, § 8.2.4 Anticipated Weather Delays: A total of five (5) days per calendar month (non-cuinul8tive) shallbe ,? anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of lima, Such anticipated adverse weather days are established only for normally scheduled work days, exclu lmg .. _ _ 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 drays beyond the'five (5) days anticipatedaresubstantiated and the Contractor could not mitigate the impact ofthe additional adverse weather days, an extension of time maybe allowed only to the extent of the actual impact on the last approved construction schedule and only to the extent of one (1) full day of extended time for each full working day of adverse weather conditions which prevented Aforty-hour work week within a seven (7) day calendar week. A request for adverse weather extension`° ... j ~` 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. { ~ 3 ~ i ~' ~' 'i 'f AIA Oocunant A1~1" - 301 . Cbpy1lgM ~ Soo4 a~W ]019 by 'Me Marican Snetitute of ArChitecta. All tights reeeived. NAPtRNO~ ZLSB AIA Dacwnun[ Sa protected by 9. D. Copyright Lav onA InCernaEional Sreatiao. Vnauthorixed ceproAueef on o[ tllatributSon o! tAin AG Document, or any yortion z O of it, may r eu1C L¢ s civil and criminal penaltree, anA will be DYouecutetl to the maximum exCent poettiDle under the lnv. Th1e draft wee piaduced by A7A eoP[waee aC 13:91177 OA 31/16/3015 Untlax' OcQe1' No,023958fi2UB_1 w1~iCh expLiee on 0'!/19/R016~ end 1B hot for i eels. (1346'le9345) OB~t Noteai PAPR - 004179 § 9.2 Schedule of Valnes 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 ,§ 9.3.1 At_least tei~TWENTY ONE days before the date established for eachprogresspay_ment~the Design_Builder___,_..-- Formatted: Hlghllght 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- - -E 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 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. 3 § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for wliichithe 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. { ~ ~ r § 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~of site. applicable insurance, storage and transportation to the site for such materials and equipment:. stored.offthe ,_. ,.., j § 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, coveied 6y_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 beam• • ,_ 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-Buitder, Architect, Consultants, Contractors, material suppliers, or other persons or entities .entitled ,.,., •ko make a'' claim by reason of having provided labor, materials and equipment relating to the Work. 1F ~ ,: 9.4 Certificates for PA meet ____________ __ ___ ~ ~ ~ '± SGT b A.1.5.1.3 FOR SCHFDiJLE. Tn accordance with the schedule set forth in § A.1.5,1.3. Atha Owner sl~aN~itl~ issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold CertiTication § 9.5.1 The Owner may withhold a Certificate for Payment in whole ar 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 pojnf 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~Owper 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 CeRificate for Payment for the amount that the Owner deems to b~ due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discoveredFevidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible because of --:... defective Work, including design and construction, not remedied; ~•.1 -- Formatted: Hl a '' '3 't < -. AIA Dooument A1~3" -YOU. Copyright a 200< ana aoi~ by ~rhe Auerican Inacitute of Architects. hll ri9nte ressrveA. wrPxxtice xbie axn" uoeumane is DroteCteA Dy D.O. COpyrlght Lev and IDCarnBtional Tseetieo, Onavehorized [aproCucElen or A1utr1Dutlon oL trio AU Document, or any D^rtiov at SE, may r eult is e civil and cilminal Danaltiee. and will be pro¢ecuGed to Che maxlmwn ettant Doasible ~+nCeY the lav, Th1e draft was 21 pYoduced by AU BoEtware et 1]~41~]7 on 11/16/]015 undos Order No.0239586209_1 which expi[ee on D'//19/]016~ end is not fa[ t sale. (1346789345) Oeet Notes: PAPR - 004180 .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; damage to the Owner or a separate contractor; ;~ °.-~ reasonable evidence that the Work will not be completed within the ContracttT~rtle, and thatthe unpaid balance would not be adequate to cover actual or liquidated damages for the'anticipated delay; or Documents. repeated or.~ubstantial failure to carry out the Work in accordance with the Design-T3uild ,. . _ § 9.5,2 When the above reasons for withholding certification are removed, certification wil~ be made for amounts- -- - - -~ previously withheld. i + r } § 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-Buildu and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to Whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments j ~ f § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make paymen~ in the manner and within the tune provided in the Design-Build Documents. i ; f i ,.. . .._. f -- _ . .i § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity.p[o_viding. .. , 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 a$er receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, ,. i and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each j Architect, Consultant, Contractor, and other person or entity providing services or work for~the Design-Builder'y require each Architect, Consultant, Contractor, and other person or entity providing services or work for the I ; ; 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 provid ing 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. ~' '`, ~' f ~ § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that thF~D{Csign-Builderties^ ,.- "' properly paid the Architect, Consultants, Contractors, or other person or entity providing sarv~ces or worklfor the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shed h~ve the right to ~ontact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid.'The Ownei shill have ~ ~ ~ 5 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 end 9.6.4. ,., ~ '••. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the ':~ Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documegtsr'" i. 1 ~` '',Z § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, w~thin the time required s € by the Design-Build Documents, then the Design-Builder may, upon seven additional days wr~tten notice to the Owner, stop the Work until payment of the amount owing has been received. The ContractlTime shalfbe ezlended appropriately and the Contract Sum shag be increased by the amount of the Design-Builder's reasonable costs-ofshut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. ^t1 { 1 cued. WARtRNc~ this .CIA Doauneat axl. ooewnmt X111' - 2oi~. copyrighe ° soo0 end 2014 by The American institute of ArchSceces. A11 zlQht~ a Ss DtoCectad by V.B. Copyclght Lav and Intarnetlonal Treatise. onauCAOY1zeA reprod~etlon or diotriDuCian of khie AIA Docwoent, or any DorGion of it, nay result Sn s vaYe civ11 and cYfminal Denel.tlee~ and will ba proNCuted to the maximum extent poeaible wdeY the law. Thia draft vies 22 protlucetl by AI11 eoECwace at 13:411] on 11/L6/7015 under order No.o2]95B620B 1 NhSch expiree on o7/1~/2016~ and is not Eor r sale. (1]4fi7l43~5) IIaai Notae~ PAPR - 004181 § 9.8 Substantial Compaction § 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, 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 prer3are~e+~d-submit to the Ovmer an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed of correcfed 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. ~ i ~ z ~ 9.8.3 Upon receipt of the Design_Huilder's list, the Owner shall +Hake-a+a-iNs~eeHe~review fh . Lf the Owner's ~speeHeareview discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance wiU~ the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the llesign-Builder shall, before issuance of the Certi£cete of Substantial Completion, cwnplete or correct such item upon notification by the Owner. In such case, the Design-Buildershall then submit a request for .S ~ 7 t another ec~tiera-review of the Work by the Owner Formatted: HIghllght § 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 ,§ 9.8.5 When the Work or designated portion_thereof is substantially complete, the Design_Builder will_{~rcpareobtain _ _,_..-. Formatted: HIghllght for the Owner-s+griets~ean occupancy permit issued by the South Carolina Office. of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial:.: Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities; damage to the Work and insurance; and fiX the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of ~_ Substantial Completion. .. § 9.8.G 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 theieof. Payment shall be"` adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents:' i, { ' j § 9.9 PArtial OccupAncy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Woik at any s~ ge 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 byiputilic ., _ .., authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion issubstantialty comglete,provided the Owner and Qesign-Builder have accepted in writing the responsibilities assigned to each ofthem 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 commencementof•- -._ 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 Seotiop 9:8.2. Conseni`of, the Design-Builder to partial occupancy or use shall not'be unreasonably withheld. The stage of:the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. ' j j § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly+Ns}~eet-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. __ .. ~t ~' _. j § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shal lnot wnstitute acceptance of Work not complying with the requirements of the Design-Build Documents. rved. MIPNINa: Th18 AIA Document hill TOCumanG Alf l^ - 10U. Copyright ~ ]o0a aMl 2014 by The Anericnn Inetituta of ALCM tecte. All zlghta r Sa Dmtectad by U.S. CODYilght Law eod InCerneClonal TteaC3ea. oaauthorSzeO reproQueClou or diutrlbution o£ Clio AIA OOCument, or aey portion of SC, mny r salt iv aaysYe Mvil eml otSaSnel penaltice~ and will be prosecuted to tD! naxim~vn oxtent poa¢ible unA~s the lay. TAie drafC ~rAe produced by AU aoEtgase et 3J X91:3'! on ]1/16/]015 under Ordet No.03]9586]OB 1 whSeh expiiee OA 07/1 to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it AI# Document A1~1" - ]01~, Copyright ~ 2004 siM ]019 by The AnCtican Ina[itute o[ A[ehitecte. All rl9hta received. NARNINCt TL18 AIA DocupOnt ie DrotecGed by 9.6. Copyright Law 0nd International TY psotectad by v. e, CopyrigAt Low and Internelional Rs wrote: Keith, My thoughts are outlined below in red. I have done my best but these requests cost money that we don't have in the job. Robbie From: Keith R. Powell [mailto:kpowellCa@childs-halligan,net] Sent: Wednesday, November 18, 2015 6:13 PM To: Robbie Ferris Subject: HCS contracts forms Importance: High Robbie — Following a lengthy discussion with the HCS, attached are the two main documents marked up again. Also attached is a PDF I just got containing information about two topics referenced in the drafts, which I wish had been provided months ago. You should carefully review these, especially highlighted areas. Three key issues: 1. HCS wants to maintain the May 1substantial completion date that is in the consciousness of the public and the board, unless and until the Board agrees to a change. I don't feel like this request is reasonable in addition the schedule is not totally within my control. Our subcontractors hid the work in accordance with the schedule we published. Our schedule was in accordance with the RFP. To accelerate the schedule our subs will have to work nights and weekends or supplement their staff, which is costly. 1 PAPR - 004196 assume this is would be very distasteful to the Board but after contracts are signed we would be willing to put together a cost to accelerate the projects and complete the work by May 15t Assembling a cost to accelerate and developing a new schedule would take tremendous effort and time so it would need to be done after contracts are executed. I Know you had your reasons but I wish HCS had signed the permit applications when we had requested, this would have made your request to accelerate the project much easier to manage. I am so very sorry but the only way I Know to accelerate the schedule. HCS also wants to be able to use the designs as prototypes for the future, another topic which wish had been brought up sooner but one to which they attach obvious importance. They wanted to "own the plans" but I have tried to convert this to a license to use it as a prototype, recognizing the SC Architecture board's policy on the same requires re-sealing of re-used plans anyway, and also recognizing that there is no need for HCS to "own" the copyright to your work to the extent you may want to copy your own work elsewhere. Our company policy is that we da not grant ownership of drawings unless we are paid upfront for those rights. We could quote you a fee for that however what we typically see is at the time of re-use we would negotiate a contract for the re-use of the plans. We typically charge re-use fee of approximately 6%for a high performance building. In addition, we would need to approve the contractor and Isite: Procurement.horrvcountvschools.net > ,,; ~~:rry Ca.,ry~G.rc.:fi PAPR - 004198 Sheri L. Wainscott From: Sent: To: Subject: Keith R. Powell Thursday, November 19, 2015 12:30 PM Robbie Ferris (RFerris@sfia.biz) FW: HCS contracts forms Importance: High Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Getting down to home stretch I hope: 1. The staff does not believe it has authority to extend beyond the May 15` date. It is clear to me that I'm not going to be able to do anything about that in the absence of a board action. However, FFEP has a monthly report directly to the Board, so certainly you will have many opportunities to explain the reasonableness and basis of the proposed durations to the Board and seek the necessary extensions — so much was made of this in the informal statements and press, though, that it may not be in anyone's interest to breach the May 1date while so much public attention is focused on this. When the SMS site is pinned down, for example, might be a time to address it. 2. Mary has a simpler outline of the prototype issue. As far as I can tell this is the main clause to bear down upon today and tomorrow. 3. I can't make any progress on the proposal costs reimbursement. 4. I can't male any progress on the retainage issue. 5. Everyone is relieved there has been no protest. think we ought to plan to do this execution meeting on Monday. I would like to get all the terms settled by mid-day tomorrow and then be able to create and circulate the final sets of all 5 projects on Friday afternoon. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material, If you. receive this message in error, please notify us by telephone as listed above immediately. REDACTED PAPR - 004199 REIACTEI PAPR - 004200 Sheri L. Wainscott Frorn: Sent: To: Cc: Subject: Attachments: Keith R. Powell Thursday, November 19, 2015 10:36 AM Robbie Ferris Aaron Thomas (athomas@metconus.com); William F. Halligan RE: HCS contracts forms Sealing and Direct Supervision Policy.pdf Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Robbie — I may. be interrupted as I work right now, so I'll call you back when I know I can stay online. For #2, I think some middle ground can be reached. The NCS noted that they wished to engage in this program with a common "conceptual" design, and keep using that concept. That common design has now evolved into the FFEP design instead of the one adopted last year by the board —and FFEP has spent a lot of time explaining why this is the evolution or correction.of the published HCS design into what you are about to build. HCS essentially wants to be able to consider your expression of the requirements as the new "conceptual" design for future projects. Under the SC Architecture "sealing &direct supervision policy" (attached) the HCS would have little use for anything beyond the conceptual and SD work, since any architect would have to invest the time to do personal supervision of the design for any future project. Under the SC policy, they could not just "re-use" your CD set. Thus, to try to satisfy everybody, could we look at a license to use your proposed design as submitted in the RFP response, including your programming consultant's "updating" or "fixing" of the HCS prototype, but not necessarily the DD and CD documents that you prepare for these 5 specific iterations of that concept? Take another look at the actual language of the contract draft I sent and see if this accomplishes this middle ground. The SC Architecture board used to have a freestanding "prototypical design policy" but I guess it has morphed into fihe "sealing and direct supervision policy." We can mention this policy in the contract if needed, but this is what I had in mind trying to hit a middle ground with my suggested language. On #1(schedule} — I have no news yet and solving this is my priority today. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [mailto:RFerris@sfla.biz] Sent: Wednesday, November 18, 2015 9:48 PM To: Keith R. Powell Cc: Aaron Thomas (athomas@metconus.com) Subject: RE: HCS contracts forms Keith, PAPR - 004201 My thoughts are outlined below in red, I have done my best but these requests cost money that we don't have in the job. Robbie From: Keith R. Powell [mailto:kpowellCa@childs-halligan.net] Sent: Wednesday, November 18, 2015 6:13 PM To: Robbie Ferris Subject: HCS contracts forms Importance: High Robbie — Following a lengthy discussion with the HCS, attached are the two main documents marked up again. Also attached is a PDF I just got containing information about two topics referenced in the drafts, which I wish had been provided months ago. You should carefully review these, especially highlighted areas. Three I Thursday, November 19, 2015 12:54 PM Keith R, Powell Aaron Thomas (athomas@metconus.com); mrichter@taloving.com RE: HCS contracts forms Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Keith, Olc, I suggest we bring the schedule issue to the board Monday night and we sign the contracts after the board meeting. Hopefully the board will agree to pushing the schedule out. I honestly can't imagine them not agreeing that since we have been delayed we should push the end date out. From: Keith R. Powell [mailto:kpowellCa)childs-halligan.net] Sent: Thursday; November 19, 2015 12:30 PM To: Robbie Ferris Subject: FW: HCS contracts forms Importance: High Getting down to home stretch I hope: 1. The staff does not believe it has authority to extend beyond the May 15t date. It is clear to me that I'm not going to be able to do anything about that in the absence of a board action. However, FFEP has a month►y report directly to the Board, so certainly you will have many opportunities to explain the reasonableness and basis of the proposed durations to the Board and seek the necessary extensions — so much was made of this in the informal statements and press, though, that it may not be in anyone's interest to breach the May 1date while so much public attention is focused on this. When the SMS site is pinned down, for example, might be a time to address it. 2. Marl< has a simpler outline of the prototype issue. As far as I can tell this is the main clause to bear down upon today and tomorrow. 3. I can't make any progress on the proposal costs reimbursement. 4. I can't make any progress on the retainage issue. S. Everyone is relieved there has been no protest. think we ought to plan to da this execution meeting on Monday. I would like to get all the terms settled by mid-day tomorrow and then be able to create and circulate the final sets of all 5 projects on Friday afternoon. Keith R. Powell Childs & Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 1 PAPR - 004208 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected byattorney-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. REDACTED PAPR - 004209 Sheri L. Wainscott From: Sent: To: Cc: Subject: Robbie Ferris Thursday, November 19, 2015 1:03 PM Keith R. Powell Aaron Thomas (athomas@metconus.com); Willia~7~ F. Halligan RE: HCS contracts forms Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category 4k, I am reviewing this again, Thanks for the explaination... From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent: Thursday, November 19, 2015 10:36 AM To: Robbie Ferris Cc: Aaron Thomas (athomas@metconus.com); William F. Halligan Subject: RE: HCS contracts forms Robbie — I may be interrupted as I work right now, so I'll call you back when f know I can stay online. For #2, I think some middle ground can be reached. The HCS noted that they wished to engage in this program with a common "conceptual" design, and keep using that concept. That common design has now evolved into the FFEP design instead of the one adopted last year by the board —and FFEP has spent a lot of time explaining why this is the evolution or correction of the published HCS design into what you are about to build. HCS essentially wants to be able to consider your expression of the requirements as the new "conceptual" design for future projects. Under the SC Architecture "sealing &direct supervision policy" (attached) the HCS would have little use for anything beyond the conceptual and SD work, since any architect would have to invest the time to do personal supervision of the design for any future project. Under the SC policy, they could not just "re-use" your CD set. Thus, to try to satisfy everybody, could we look at a license to use your proposed design as submitted in the RFP response, including your programming consultant's "updating" or "fixing" of the HCS prototype, but not necessarily the DD and CD documents that you prepare for these 5 specific iterations of that concept? Take another look at the actual language of the contract draft I sent and see if this accomplishes this middle ground, The SC Architecture board used to have a freestanding "prototypical design policy" but I guess it has marphed into the "sealing and direct supervision policy." We can mention this policy in the contract if needed, but this is what I had in mind trying to hit a middle ground with my suggested language. On #1(schedule) — I have no news yet and solving this is my priority today. Kelth R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mall may contain information that is personal and confidential, non-dlsclosable 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 massage in error, please notify us by telephone as listed above immediately. 1 PAPR - 004210 From: Robbie Ferris [mailto:RFerrisCa~sfla.biz] Sent: Wednesday, November 18, 2015 9:48 PM To: Keith R. Powell Cc: Aaron Thomas (athomasCalmetconus.com) Subject: RE: HCS contracts, forms Keith, My thoughts are outlined below in red. I have done my best but these requests cost money that we don't have in the job. Robbie From: Keith R. Powell [mailto:kpoweil@childs-halli qan.net] Sent: Wednesday, November 18, 2015 6:13 PM To: Robbie Ferris Subject: HCS contracts forms Importance: High Robbie — Following a lengthy discussion with the HCS, attached are the two main documents marled up again. Also attached is a PDF i just got containing information about two topics referenced in the drafts, which I wish had been provided months ago. You should carefully review these, especially highlighted areas. Three key issues: 1. HCS wants to maintain the May 1substantial completion date that is in the consciousness of the public and the board, unless and until the Board agrees to a change. I don't feel like this request is reasonable in addition the schedule is not totally within my control. Our subcontractors bid the work in accordance with the schedule we published. Our schedule was in accordance with the RFP. To accelerate the schedule our subs will have to worl< nights and weekends or supplement their staff, which is costly, assume this is would be very distasteful to the Board but after contracts are signed we would be willing to put together a cost to accelerate the projects and complete the work by May 15`. Assembling a cost to accelerate and developing a new schedule would take tremendous effort and time so it would need to be done after contracts are executed. I know you had your reasons but I wish HC5 had signed the permifi applications when we had requested, this would have made your request to accelerate the project much easier to manage. I am so very sorry but the only way I know to accelerate the schedule. 2. HCS also wants to be able to use the designs as prototypes for the future, another topic which I wish had been brought up sooner but one to which they attach obvious importance. They wanted to "own the plans" but have tried to convert this to a license to use it as a prototype, recognizing the SC Architecture board's policy an the same requires re-sealing of re-used plans anyway, and also recognizing that there is no need for HCS to "own" the copyright to your work to the extent you may want to copy your own work elsewhere. Our company policy is that we do not grant ownership of drawings unless we are paid upfront for those rights, We could quote you a fee for that however what we typically see is at the time of re-use we would negotiate a contract for the re-use of the plans. We typically charge re-use fee of approximately 6% for a high performance building. In addition, we would need to approve the contractor and Icey mechanical and electrical subcontractors, 3. HCS does not want to pay for "proposal prep" although they are agreeing to being billed for the part of your work that is carrying forward into the end product, so you will see that noted. While HCS has no obligation to pay for proposal prep as we requested the AIA document allows for proposal prep work to be invoiced at contract signing because there is a recognition of the massive effort a design build proposal takes. If we must wait to submit for proposal prep and SD's with our first application for payment we cannot object however would humbly request that if HCS has the ability to pay us for proposal prep, SDs and preconstruction in accordance with the standard AIA contract that HCS allow us to invoice when the contract is signed. If you allow us to invoice at contract signing and if HCS can commit to us receiving payment within two weeks of the contract signing you can simply add $5000.00 per job to the owner contingency. This is approximately equal to the interest we would pay our bank if we borrowed the money on our line and if we had to wait for payment in accordance with the normal payment cycle in the contract. PAPR - 004211 realize we will need to discuss these issues tomorrow, which is why planning to sign something at 3 pm probably wouldn't work given that I have to male 5 sets to cover all the projects, and can't do that until terms are settled. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halIigan.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. REDACTED 3 PAPR - 004212 Sheri L. Wainscott From: Sent: To: Subject: Robbie Ferris Thursday, November 19, 2015 4:24 PM Keith R. Powell RE: HCS contracts forms Follow Up flag: Flag Status: Follow up Flagged Categories: Red Category Here is where I think we are, call me anytime to discuss if you have questions: 1. On the schedule I have talked with our subs and they can't accelerate the schedule with an increase in cost. wish this answer were different so I guess we will have to go get the board to address the issue. 2. We consider the following a very big concession. We will grant HCS use of the drawings as you outlined in 12.3 but I prefer to strike "to the extent permitted by law" in the second to last line. My logic is that if they use my drawings and I am sued at the very least they should guarantee that they will pay my cost of defense and time associated with such defense. Also, in 12.3.1- in the first line change "shall" to "will endeavor to". I don't even Know who all of the designers are at this point plus I can't guarantee that they will agree. I will work very hard to get this done. In addition, in exchange for this right to use the drawings we would ask the following three things be added to the contract. a. We be paid for our upfront work as previously discussed within 2 weeks of signing the contract. b. We be given the right to approve the owners selection of and scope for the commissioning agent. The owner will not hire the commissioning agent without our approval. 3. If the owner is interested we have found that we can buy a $15,000,000 professional liability insurance policy with an 8 year tail that covers all known designers at the time we bind the policy. That policy will cost us about $1,300,000.00 but if the owner is willing to limit our liability to the limits of our professional liability insurance we will spend the extra money on that policy. This would be a great benefit because the owner would have significantly more coverage (7 times) more than they would otherwise have. Plus it protects the owner over the 8 years. It costs us more money but I think it would protect us all. 4. Typos: a. 2.1.1- the design builder is repeated b. 9.8.3- review the .....i think you left the word work out? c. Were fine with exhibit e and f that you sent over. We would ask that you consider the following. Under section 5.7 Key Personnel, Contractors and Suppliers: If the Owner has abjection to personnel, Contractors, or suppliers and require that another personnel, Contractor, or supplier be used, they should pay for the difference in price. From: Keith R. Powell [mailto:kpowell@childs-halligan.net] Sent: Thursday, November 19, 2015 12:30 PM To: Robbie Ferris Subject: FW: HCS contracts forms Importance: High Getting down to home stretch I hope: 1. The staff does not believe it has authority to extend beyond the May 15t date. It is clear to me that I'm not going to be able to do anything about that in the absence of a board action. However, FFEP has a monthly report directly to the Board, so certainly you will have many opportunities to explain the reasonableness and basis of 1 PAPR - 004213 the proposed durations to the Board and seek the necessary extensions — so much was made of this in the informal statements and press, though, that it may not be in anyone's interest to breach the May 1date while so much public attention is focused on this. When the SMS site is pinned down, for example, might be a time to address it. Mark has a simpler outline of the prototype issue. As far as I can tell this is the main clause to bear down upon today and tomorrow, 3. I can't male any progress on the proposal costs reimbursement. 4. I can'fi male any progress on the retainage issue. 5. Everyone is relievedthere has been no protest. 1 think we ought to plan_ to do this execution meeting on Monday. I would like to get all the terms settled by mid-day tomorrow and then be able to create and circulate the final sets of all 5 projects on Friday afternoon, Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.chiIds-halligan.com (803) 254-4035 NOTICE: This ~-mail may contain information that is personal and confidential, non-disclosa6le 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, ulease notify us by telephone as listed above imfnediately. REDACTED PAPR - 004214 All c~-mail wrcospo~xienc~ to and from This adds ess may ba suUject to public disclosure under the Soulh Carolina Freedom of Information Acl (FOIA) This cortespondonce is mlenAed ~xdusively frn~ lha individual or enlfly to wBich it is adaressr~tl antl mey con~ain infarmalion Thal is proFuielary, privilec~etl, confidential or olhonvise le{~ally exempt Irom disciosuro If you are iwt the rained addressee, you ere not aulhoved to read, prim, retain, cn~y x disaominale this message or any part of il. If you recaivad this cortespondenca in error please inform the sender immediately and delete the email and any altar.,hmenls. (gwoi) 3 PAPR - 004215 Sheri L. Wainscott From: Sent: To: Subject: Keith R. Powell Thursday, November 19, 2015 4:25 PM Robbie Ferris RE: HCS contracts forms Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Thanks —will get back to you. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-snail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Robbie Ferris [mailto:RFerris@sfla.biz] Sent: Thursday, November 19, 2015 4:Z4 PM To: Keith R. Powell Subject: RE: HCS contracts forms Here is where I think we are, call me anytime to discuss if you have questions: 1. On the schedule I have talked with our subs and they can't accelerate the schedule with an increase in cost. wish this answer were different so I guess we will have to go get the board to address the issue. 2. We consider the following a very big concession. We will grant HCS use of the drawings as you outlined in 12.3 but I prefer to strike "to the extent permitted by law" in the second to last line. My logic is that if they use my drawings and I am sued at the very least they should guarantee that they will pay my cost of defense and time associated with such defense. Also, in 12.3.1- in the first line change "shall" to "will endeavor to". I don't even know who all of the designers are at this point plus I can't guarantee that they will agree. I will work very hard to get this done. In addition, in exchange for this right to use the drawings we would ask the following three things be added to the contract. a. We be paid for our upfront work as previously discussed within 2 weeks of signing the contract. b. We be given the right to approve the owners selection of and scope for the commissioning agent. The owner will not hire the commissioning agent without our approval. 3. If the owner is interested we have found that we can buy a $15,000,000 professional liability insurance policy with an 8 year.tail that covers all known designers at the time we bind the policy. That policy will cost us about $1,30Q,000.00 but if the owner is willing to limit our liability to the limits of our professional liability insurance we will spend the extra money on that policy. This would be a great benefit because the owner would have significantly more coverage (7 times) more than they would otherwise have. Plus it protects the owner over the 8 years. It costs us more money but I think it would protect us all. 4. Typos: a. 2.1.1- the design builder is repeated b. 9.8.3- review the .....i think you left the word work out? i PAPR - 004216 c. Were fine with exhibit e and f that you sent over. We would ask that you consider the following. Under section 5.7 Key Personnel, Contractors and Suppliers: If the Owner has objection to personnel, Contractors, or suppliers and require that another personnel, Contractor, or supplier be used, they should pay for the difference in price. From: Keith R. Powell [mailto:kpowellCa~childs-halligan.net] Sent: Thursday, November 19, 2015 12:30 PM To: Robbie Ferris Subject: FW: HCS contracts forms Importance; High Getting down to home stretch I hope: 1. The staff does not believe it has authority to extend beyond the May 15T date. It is clear to me that I'm not going to be able to do anything about that in the absence of a board action. However, FFEP has a monthly report directly to the Board, so certainly you will have many opportunities to explain the reasonableness and basis of the proposed durations to the Board and seek the necessary extensions — so much was made of this in the informal statements and press, though, that it may not be in anyone's interest to breach the May 1date while so much public attention is focused on this. When the SMS site is pinned down, for example, might be a time to address it. 2. Marlc has a simpler outline of the prototype issue. As far as Ican-tell this is the main clause to bear down upon today and tomorrow. 3. I can't make any progress on the proposal costs reimbursement. 4. I can't make any progress on the retainage issue. 5. Everyone is relieved there has been no protest. think we ought to plan to do this execution meeting on Monday. I would like to get all the terms settled by mid-day tomorrow and then be able to create and circulate the final sets of all 5 projects on Friday afternoon Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halligan.com (803) 254-4035 NOTICE: This e-inaii may contain iriforination 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. REDACTED PAPR - 004217 REIACTEI