Sheri L. Wainscott From: Sent: To: Subject: Attachments: Keith R. Powell Saturday, November 21, 2015 4:13 PM 'Robbie Ferris' RE: RF revisions to checked draft 11_20_2015 644371 AIA A141 -Checked Draft - (1).pdf; 644371 AIA A141 -Checked Draft - (2).pdf; 644371 AIA A141 -Checked Draft - (3).pdf Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category How are these? Will male changes for MB and SMS issues. 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: Saturday, November Z1, 2015 1.17 PM To: Keith R. Powell Subject: Fwd. RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris" Subject: FW: RF revisions to checked draft 11_20_2015 Robbie- I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not i PAPR - 004219 subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions, I'm at the office. Warm Regards, Aaron Thomas, MCM, LEED-AP ~ President Metcon, Inc. ~ 76.3 Comtech Drive ~ PO Box 1149 ~ Pembroke, NC 28372 office 91Q,521.8013 ~ mobile 910.734.0537 ~ email~athomas@metconus,com website I linkedin ~ twitter ~ instagram ►a PAPR - 004220 ~ i i Document A141TM - 2014 Standard Form of Agreement Between Owner and AGREEMENT made as of the '; day of ' in the year two thousand fifteen (20 (In iva-ds, indicate day, month and yeah) BETWEEN the Owner: (Na»~e, legal statars, address and othe~~ inro~~mation) _ _ _ Horrv'County Schoolsi South Carolina. a political subdivision of the State of South ?This document has important legal consequences. '; ~ Consultation with an attorney is encouraged' with respect to j itstcompletion':or modification. .. . Carolina. ,'r Consultation with an attorney is also encouraged with respect to., ; professional licensing ,,. requirements in the jurisdiction where the Project is~located. and the Design-Builder: (Nance, legal status, address and othe~~ information) ' __ —' ,... for the following Project: (Name, location and detailed description) ;Requestfor Proposals No. 1415-91 The Owner and Design-Builder agree as follows. f ~ ,_. ,. .. .....w _ ~ .,. s, r ~ t.:.~.. ''• -. '~ i ; iu '~~ '"~~ 1 -- -• - -- j ~ ~ ~: } - ~ " ELECTRONIC COPYING of any portion of this AIA~ Document to another electronic file is prohibited and constituies a violation of copyright laws as set forth in the footer of this document. AIA Document A141T^' - 2014. Copyright OO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA"~ Document, or any portion of it, may result in severe civil and criminal penaltie^„ and will he prosecuted to the maxbnum extont possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004221 .~ '' TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSA710N AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT j ,~ a ~ 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 4 - --- --- ---- -.-- - •- . - •, - ---~ 'i {. _. . ~ ~: -_-' ì ~ y 1 ~ 3 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION ~,.. 15 MISCELLANEOUS PROVISIONS ~" ;.. j _ _, s .. 16 ,. ~ .::.,. ' i ~.. . ""'°- ~,.:.._ . __ ~ .,,...:. SCOPE OF THE AGREEMENT '" -.. TABLE OF EXHIBITS A ,,. DESIGN-BUILD AMENDMENT y" -x ~.e'~ 5 7 B INSURANCE AND BONDS ~ ~~ ^^} ~=:°fJ C SUSTAINABLE PROJECTS ~ ,~ D BUILDING INFORMATION MODLI,ING AND DIGITAL DATA ~ }' ! ~~~ s ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria This Agreement is based on the Owncr's Criteria set forth in this Section 1.L (Note the disposition for the following items by inserting the requested information or a statement saach as "not applicable" or• "unknown al time of execiikon. "If the Owner• intends to p~•ovide a set of desig~i documents, and the requested information is contained in the design documents, ident~~ the design documents and insert ';see Owner's ~' design documents" inhere appPopriate.) F ~ '',. '°~ ~t ' '•,~ x 1 § 1.1.1 The Owner's program for the Project: ? i (Set fo~7h the program, identify documentation in which the pr•og~•ant is set fa•th, or stale 11 e mirnner in which the g 3,,,.._, ... ....._.:. , .,-.....,_._.__-__.., pr-og~-am ~~~ill he developed.) -. ._. __ _ Per "Design Requirements" published for Solicitation No. 1415-91. AIA Document A141T'^ — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA``' Document is protected by U.S. Capyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and crimintd penalties, and will be prosecuted to the maximum extent possihitr wider the law. This draft was produced by AIA software at 11:38:54. on 07/1A/2015 under Order No.0239586208_1 which expires on 07/1412016, and Is not for resale. (1362310746) User Notes: PAPR - 004222 2 § 1.1.2 The Owner's design requirements for the Project and related documentation; (Identify below, a• in an attached exhibit, the documentation that contains the Owner's design requirements, inclzrding any performance spec cationsfor the Project.) Per "Design Requirements" published for Solicitation Na 1415-91. ~, _~ § 1:1.3 The Project's physical characteristics: (Identify or describe, rf appropriate, size, location, dimensions, or otherpertinent information, such as geotechnical reports; site, bozmda~~~ and topographic surveys; trafftc and a~tiliry stztdies; availability ofpublicandprvate eitilties ~ ~ ` ~ t and services; legal description of the site; etc.) x ;- - -- -- ~ ~ - - -{ Per "Desi~i Requirements" puUlished-.for Solicitation No. 1415-9I ~' § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Ident~ the Owner's Sustainable Objective for the Project such as Sustainabiliry Certification? benefit to the environment, enhancement to the health and well-being of building occupants, or improvemen~of energy?effrciency. If the Owner identifies a Sustainable Objective, incorporate AIA Document A141 T"1--2014, fixh'bit C, Sustainable Projects, into this Agreement to deftne the teems, conditions and Work related to the Owner's stainable. Objective.) 3 t _ _ _ Per.."I~esi~Reguirements" published foc Solicitation No. 1415-91 "`~ § 1.I.5 i ~ Fr h~.o : s 0.~4 ~..0 ... n Number not used. § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth lielow: (Provide totalfor Owner's budget, and if known, a line item breakdown of costs.) _ _ _. ; Per'"Design Requirements" published for Solicitation No.: 1415-91 ,' a _ ~ ~' _ ~ AIA Document A141 T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" Document is protected by U.S. Copyright Law and International Tre2ties. Unaufhorized reproductimi or distribution of this AfA' Document, or any portion of it, may result in severe civil and criminal penalties, anti will be prosecuted to the maximum extent possihle under the law. This draft was produced by AIA soHware at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004223 3 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: (Completed with information stated Design-Builder's Proposall (List name, legal status, address and other' information.) .1 Architect S i i .2 COriSUIfaC1tS y ~ i .3 Contractors F ~ ~ j 3 _..._. ~.:.__ j § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identify special cha~~acteristics or needs of the Project not identified elsewhere, such as histo~• ~~egaiirements.) `', i . , § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with, ~ _._ _ appticable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. , .:_:~ § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations; •' `" .. or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shad ezecute.a Ivlodificatiou in accordance with Article 6, § 1.1.12 If the Owner and Design-BuIlder intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed, the parties will use AIA Document E203T"'2013 to establish the protocols for the development, use, transmission, and exchange of digital data and building information modeling. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: ~~ ~ ~' (List nanTe, address and other• information.) E ~,; ~; ~~~^,' '~ ~. Mark Wolfe, Executive Director of Facilities (or designee) Horr County Schools Facilities Department. 1160 ~ I3i~hwav 50 ;Conway, SC 29526 mwo1fe002~(~_rycountvschools.net 843.488.6965- -'. § 1.2.2 The persons or entities, in addition to the Owner's representative, who are required to review the ~~ y .~~~'' Design-Builder's Submittals are as follows: { = (List name, address and other information) ~~ r~ __ ,. N/A ,..~.;r ~ ,. _ . . § 1.2.3'I'he Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if known, identify by name and address.) _ 1 3. __ ... •:. " ~.,., _, ' ~;,~ '''~ 5~ y S+ ;.:a ., _ ~..___,.. ~~.__._:... _.. ,... ,___ __ _ _______ f. a ~ __.. . ._ __... . Functional Performance Consultant (TBD~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document fs protected by U,S. Copyright Law flncl International Treaties. Unauthorized reproduckion or distribution of this AIA~' Dooument, or any portion of it, may result in severe civil anti criminal penAlties, and will be prosecuted to the maximum extent possihle under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under prder No.0239586206_1 which expires on 07/14/2016, and is not for resale, (1362310746) User Nates: PAPR - 004224 4 § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other' information.) ~ _. § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without tgn days' written r,,,...1.,.,.7 L... I:{:....4:..« « .....,. ~.,4 ..F....w...oFor.4 i.,«in.]i.~ti...,_1 [ '] Arbitration pursuant to Section 14.4 [ ~ Litigation in a court of competent jurisdiction [ ',_, ] a ~ 4 1.,. h ,_ ~_ ._., ~ . ._,., _ ., , ~,: , ,i ,.,; j t Other: (Specify) § 1.4 Definitions f y § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and s Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed m this Agreement and Modifications issued after execution of this Agreement. A Modification is (1) a written ~mendmentto:.the ~.,,, Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and " integated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents :-shall not be construed to create a contractual relationship of any kind between any persons or entities other than-the ~ ~~ Owner and the Design-Builder. i § 1.4.3 The Work. The term "Work" means the design, construction and related services requited to fulfil the Design -Builder's obligations under the Design-Build Documents, whether completed or partially completed, ~nd includes all labor, materials, equipment and services provided or to be provided by the Design-wilder, Tl~e V~ork ,_ ____ _ _ ~ s may constitute the whole or a part of the Project. § 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construction by the..Owner and by ;."' separate contractors. '`, , _. ~ ~' § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of e3cpression now y~ known or later developed, of the tangible and intangible creative work performed by the Desigr~i'-Builder, ~ ~ontractor(s), l~rchitect, and Consultants) under their respective agreements. Instruments bf Service may include, s without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. ~ is § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstr-ating.how,the,-.----,... ,- ....:....a Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the AIA Document A141 *"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIP:" Document is protested by U.S. Co~~yright Lnw and Intornafional Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may. result in severe civil and criminal penaltiQs, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/1412015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, (1362310746) User Notes: PAPR - 004225 _ _. , ~;:-: Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. § 1.4.7 Owner. The Owner is the }~e~ser~-er-entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. ;The Owner ma~have employees that are design professionals or otherwise skilled in _~...., performance of this may be applicable to such employees• § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Destgt~:Builder" means the Design-Builder or the Design-Builder's authorized representative. G § 1.4.9 Consultant. A Consultant is a person or entity providing peofessional services for the Design-Bui~der~for all or a portion of the Worlc, and is referred to throughout the Design-Build Documents as if singular in num~ier. ~I'o the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to pro~+ide'•.the requir''ed <_:..,... .. --, ._..:.__ ,, ..._:.,..~._ ._.. ~ professional services. § 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. -• ' ~ § 1.4.11 Contractor. A Contractor is a parson or entity performing all or a portion of the construction, require.~i in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed; if required'in the; jurisdiction where the Project is located. The Contractor is referred to throughout the Design-BuildDocuments~as If singular in number and means a Contractor or an authorized representative of the Contractor: - : __ . " ~j -,. § 1.4.12 Confidential Information. Confidential Information is information containing confidential or business. proprietary information that is clearly marked as "confidential." _:~ ~ ~ § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, includ~g authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of theJ~Work. _...: ,~;', § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless othgrwI§e specifically defined: y j s``'~~ § I.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for j}erformanc°e of~the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. r ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS .. A , ,J.,.. + .t.,, n • __... _. ...,fo .t.,, ri,...:..« U..tl.~l e.. .,.. Fil,..,.... ..t..lt .. y { i - . •i ,, i x 's i ~ s f '_ ' R ~ 4 ~ art, t, t ~.•n• « c o.a n u •ia 1 a tie n,,..:,... n.,:ta,..>, n..,.t,;.,..t r,.......~.,,...,.. .__. ,- - -~ AIA Document A141 T"' - 2014. Copyright 0 2004 and 2014 by The American Institute of A~chNects. All rights reserved. WARNING: This AIA"' document is protected by U.S. Copyright Law and Intornatianal Treaties. Unauthorized reproduction or distribution of fhls AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum e~ctent possihle under the law. This draft was produced by AIA so(lware at 11:38:54 on 07/14/2015 under Ordar No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004226 s Rfl'S!T'F!:l~i.F~'!~!!f . ~ ~. • • ~ - • . s ~ £.._ > t e "z~ '~ ~ k l=: .._,.~3 § 2,1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid For , -ftve ' (45 ')days after the invoice date shall bear interest at the rate entered below, or in.:the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Design-Builder,. ~Y , , (Insert rate of monthly or annual interest agreed upon.) - `'~ ~--NJA A .«e«.~.v. o..4 r.v 4n«...:..n4: i.« r.~4~.in 1~..«oerr.enF ...~.:..l.error ..rn. § 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Baild Amendment For the Design-Builder's performance of the Warlc after execution of the Design-Build Amendment,.the~Owner-•_:.... ~ '•~. shall pay to the Design-Builder the Contract Sum in current funds as ageed in the Design-Build>Amendment. ~,> '~1 ~`a ARTICLE 3 GENERAL REQUIltEMENTS OF TFIE WORK OF'TFIE DESIGN-BiJ~Q.D~CONTRACT § 3.1 General ~ ~ -, .~1; f § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the'urisdiction where the Project is located. ~ ~ s ~. Building Permit and Other Permits and Fees: No general building permit is required i in acc~irdance with & 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required tb provide•mechanical;---.--:.-- • ,- .-_~ electrical, plumbing and other such permits which may be required for purposes of inspection at no additional AIA Document A141*'" — 2014. Copyright ~ 2004 and 2014 by The American Inslltute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U,S. Copyright Law end International Treaties. Unauthorized reprpduction or distribution of this AIA" Document, or any portion of it, may result in sevore civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draH was produced by AIA software at 11:38:54 on 07!14/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1362310746) UseY Notes: PAPR - 004227 7 _ cost to the District. Except for Hermits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and ~av for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work, § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Design-Builder shall not be relieved of the obligation to perform the Work in accordance Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder ~ a}~plicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of pu Design-Buiider shall assume responsibility for such Work and shall bear the costs attribut the The _ ... .. _. . .j Design=Build.... s, ordinances, s Work contrary to horities, the correction.•.._.,, § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to pexform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules an`d regulations, `:or lawfin orders of public authorities. If the Design-Builder determines that implementation of any instruction rece ved~from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, ar lawful orders of public authorities, the Design-Builder shall-notify the' Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is z~equired_10 remedy the., violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or enflties - "' ~ •~ performing portions ofthe Work. § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings`ryith the Owner to ,. f ~ review matters such as procedures, progress, coordination, and scheduling ofthe Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner' - ... understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder: ,.,_ >, '~ "s § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents xequ red to obtain', ~ ~~ ~:'`~ necessary approvals of governmental authorities having jurisdiction over the Project. ~' The Office _. z _ _ ._...,,_ _ . _,. § 3.1.8 Progress Reports § 3.1.8.11'he Design-Builder shall keep the Owner informed of the progress and quality of the Work. .,,.F.......a,,..,, ., ,reports, photographs of Work"in progress, and Design-Builder shall submit written progress other data to the Owner electronically ox through the Owner's option, project management software_ showing r' r' ~ estimated percentages of completion and other information identified below: .1 Work completed for the period; M ~ .2 Project schedule status; Submittal schedule and status report, including a summary of outstanding Submittals; .3 ~ 1 .4 Responses to requests for information to be provided by the Owner; ~ -"_~' '~~ .5 Approved Change Orders and Change Directives, ,_,.,, f:-. .6 Pending Change Order and Change Directive status reports; Tests and inspection reports; .7 _.. ~'1 ~'~ ~'~ 's' ; a .. _ AIA Document A141 TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Ooeument is protected by U.S. Co~~yriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' Document, or any portion of it, may result in severe civli anti criminal penalties, and will Ue prosecuted to fhe maximum eutent possible under the law. This draH was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004228 8 .10 .11 .12 Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; Current Project cash-flow and forecast reports; and Additional information as through its project management software data requirements. ..__, § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare ai information a schedule for the Work. 'the schedule, including the time required for design not exceed time limits current under the Design-Build Documents, shall be revised at appr required by the conditions of the Work and Project, shall be related to the entire Project to Design-Build Documents, shall provide for expeditious and practicable execution of the V~ allowances for periods of time required for the Owner's review and for approval of submit having jurisdiction over the Project. ;i submit for the Owner's end construction, sk►all ~ ~ i ~priate intervals asp ~e extent required; by the nd shall by authc 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. § 3.1.10 Certifications. Desi~n,Bu lder shall include in each Application for Payment a certification from each of the Architect, Consultants; and Contractors, and furnish to the Owner, these certifications with respect to the documents and services-providedby the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and,belief, the ~ ` documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, excep~ .. to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances,` :.. codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and`(b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their ~,. services. ,s ,, § 3.1.11 Design-Builder's Submittals ~ ~' ~ ~~ ?°' § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and s1~a11 submit the schedule for the Owner's approval. T'he Owner's approval shall not unreasonably b~ delayed of withheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided iin Section 31.9 1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated ~o r~flect the progress of ,_ ._ the Work. IftheDesign-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals: - =- - - § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and ---- - ._, approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the' '~ ~` requirements of the Work and of the Design-Build Documents. § 3.1.11.3 The Design-Builder shall perform no portion of the Worlc for which the Design-guild Documents require ~ Submittals until the Owner or its designee has approved the respective Submittal. `' I t -~" \'`~,, ,,a F § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be `"- " relieved of its responsibility to perform the Work consistent with the requirements of the Design=Build.Documents.--:_ - • - ---~ The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in AIA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: 7hls AIA"' ~ocumenf is protected by U.S. Co~~yriyht Law and International Treaties. Unauthorized repraducEion or distrihutlon of this AIAa Document, or any portion of it, may result in severe civil and crimVnal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0238586208_1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004229 writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall-:contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work~designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design profe~sio~al's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accura~y and completeness of ~ the services, certifications or approvals performed by such design professionals. j ',s § 3:1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipmeht furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permif~ 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 requiretnents may be considered defective. The Design-Builder's warranty excludes remedy for damage or defee caused by abuse;,; alterations to the Work not executed by the Design-Builder, improper or insufficient maint , narice, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design Builder shall furnish F satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees. "' . __ _ "`" ,. ` _. ., _ t ~ ~' § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall ,a hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not. be `` responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria: However, if the Design-Builder has reason to believe that the design, process or product reqwired in the 0wner~s Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible for`such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a paten.or copyright, own~r of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt s.. ",~ °" ` written notice to the Design-Builder. .. `'~ ;~'; § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but= not limited to attorneys' fees, arising out of or resulting from performance of the Work, but.only::to the `extend caused by the negligent acts or omissions ofthe Design-Builder, Architect, a Consultant, a Contraetor,~'or anyonejdirectly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation hall not be co~strued to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exit a~ to a party or person ~ ~ ~ Y described in this Section 3.1.]4. '' ~._, .. ,. . § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by ~ limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, aConsultant,-a Contractor; --,-~---- " or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other -• - - -- •••~ .-~ employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner ~or cause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contr~cto~s whose agreements are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated underbo~d`relating'to t1e"` Contract. ~~ -; t ` } ~ ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ❑ocument is proterted by U.S. Copyright Law anti International Treatios. Unauthorized reproduction or distribution of tlils AIA`9 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under file law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.o239588208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004230 fi ~0 When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the owner may filrth~r assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to ~ successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for ~Il of the successor design-builder's or other entity's obligations under the agreement. j ~ § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and haii~tain insurance and provide bonds as set forth in Exhibit B, ARTICLE 4 WORK PRIOR TO EXECUTION OF TI3E DESIGN-BUII.D AMENDMEI~IT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner,4shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owper and Design-Builder execute a Modification. ~ { ~ j INumbers &4.2 & §4.3 intentionally not usedl -_. ....~.,,.~._....,r.__.. • - - - ~ _ ."- AIA Document A141T"' — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA''' Document is proteceed by U.S. Copyright Law and International TreatiAs. Unauthorized reproduction or distribution of this AIAO Document, or any portion of it, may result in sevara civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draRwas produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~irea on 07/14/2018, and is not for resale. (136231D748) User Notes: PAPR - 004231 ~~ ~~ ~~r~s~~ral sg~sEem; n~....,~.:..,.. ~.....e...... ...,,, y S 4.4 Design-Builder's Construction Prouosal § 4.4.1 ' The Design-Builder's -"`"~ Construction Proposal shall include the following: .1 A, list of the ~~Aesig~►-documents and other information, including the Design-Builder,'s clarifications, assunnptions and deviations from *"~ ^,.m~~'~ ~~:+~-:~, the Owner s on~inal`Desien i Re uirements and the Desi -Builder's on final Pro osal Develo ment DocUmenfs.as ro osediin the Owner's procurement leadine to this Agreement, upon which the Design='Builder's Propgsal~is based; "` ,~ ....::. j"` .2 The proposed Contract Sum, including the compensation .3 .4 .5 .6 ~~ .~ `-' ._ method; > Compietion,(or phased The proposed date the Design-Builder shall achieve Substantial beneficial occupancy, if applicable and acceptable to the Owner); r'~ ~ L An enumeration of any qualifications and exclusions, if applicable; A list of the Design-Builder's key personnel, Contractors and suppliers; and ,r +~~~ qf r f The date on which the Design-Builder's Construction Proposal expires. p '~{ ;q `` ; § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a represonta~ion by the ~ ~ Design-Builder that it has visited the site and become familiar. with local conditions under vvhi~h the Work is ~o be completed. -- .._,._.,, § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute-the,, ` Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECiITION OF TI3E DESIGN-BUILD AME~iDMENT § 5.1 Construction Documents ~ #{ § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare .Construction Documents.l'he Construction Documents shall establish the quality levels of materials andisys~ems required. 'The f a _. Construction Documents shall be consistent with the Design-Build Documents. _,... ..:.... .:..._.__,......,..... . ~ ,`'~ t `~ q ... ....~._ .,r { i , § S.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the!Ownec-s information.-If.•. --:.-~.-..—s the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'°' ~ocumeut is protected by U.S. Copyriyht Lpw and International TreaEfes. Unauthorized reproduction or distribution of this AIA" Dooumenf, or any portion of it, may result in severo civil and criminal penolties, and will be prosecuted to the maximum extent possible antler the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.02395862D8_1 which e~ires on 07/14/2016, and Is not for resale. (1362310746) User Notes; PAPR - 004232 .~ 2 Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents, Regulatory Agencies as a portion of th~ermittin~ and approval process for this work. § 5.2 Construction § 5.2.1 Comnr►encement. Except as permitted in Section 5.2.2, construction shall not commence prior to ezeoution ~ ~_.,.~.:,_:_v,._ ..._,_.r._,._—.,,.._. ._..'. of theDesi~_ Build Amendment. § 5.2.2 If the Owner at~d Design-Builder agree in writing, construction may proceed prior to.th~ execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder's befit skill and' attention. The Design-Builder shall be solely responsible for, and have control over, construction mans, methods, Yechniques, 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. i 7 ~ ~ ' ' w 7 § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed ~o•dete~cnine= - - ~ ~- ~{ that such portions are in proper condition to receive subsequent Work, ~,,., ,,_,__ ~._-.. . . _ _ _.~ Maintenance of Record Drawings: The Contractor shall maintain at the worksite one ~"" (1) record copy of the Contract Documents including approved changes in good order and marked currentivto' record changes and selections made duringperformance of the work. A copy of submittals accepted bv:.the bistrict,- • ''` shall also be maintained at the worksite. These items shall be available to the Architect and Distriet`when present' at ,..,,~ punch list items as required by the Contract Documents. ,,=-k Professional Certifications: When professional certification of aerformanee criteria for materials, systems, or equipment is required bathe Contract Documents, the District shall be entitled to rely upon the•>accuracv and_.,.:- ~~ completeness of such calculations and certifications, _ ~; ~~ ,,, `r_~ supervision and conductinu frequent inspections by the Worksite Superintendent(s). following: A. Title VII of the Civil Rights Act of 1964, as may be amended. ;,`' B. A.~e Discrimination in Employment Act of 1964, as may be amended. r C. Title I of the Americans Disabilities Act of 1990, as maybe amended. 3 D. Equal Pav Act of 1963, as may be amended. ~ 3 E. Fair Labor Standards Act, as may be amended. y F. South Carolina Wages Act Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may ''~ ~ ~ °'^ '"*`` `"'~~ ~a~`~~ K' ~ ~ ~; f 'be..amended, ,. .~.,.,,..~,..__.. The Contractor shall not discriminate against any employee or applicant for employment liecause of race. religion color sex, aye, handicap, or national origin except when such condition is a bona fide AIA Document A141 T"' — 2014. Copyright 0 2004 and 2074 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil end criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which expires an 07/14/2016, and is not for resale. (7362310746) User Notes: PAPR - 004233 ~3 occupationalgualification reasonably necessary for normal operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the p►•ovisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than 10 000, ~•- ,_ xnpensation for _,. the benefit of any Contractor, subcontractor or supplier employes. __ -s full-time, competent secondary Worksite Superintendent if expedient fox the size and scope of"tt e project: Ezl ibit - ''~ .: A identifies the Worksite Superintendent(. No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times duringperformance of any work by the Contractor's own forces or subcontractors and " § 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-guilder's employees `' and other persons carrying out the Work. The Design-Builder shall not permit employment of unfit persons or ~ ~~ persons not properly skilled in tasks assigned to them. ~';~ ~'~ ;; u § 5.4 Taxes ~ ~ The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provide bytthe_Design.-Builder,., , that are legally enacted when the Design-Build Amendment is executed, whether or not yet-0ei~ective or merely scheduled to go into effect. AIA Document A141TM' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights ►eserved. WARNING: This AIA" Document is protected by U.S. CopyrighE Law nnci International Treaties. Unauthorized reproduction or distrihution of this AIA" Document, or any portion of it, may result in severe civil end crim(nal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 004234 a j ~4 § 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the "••~'a~~~ ~~~~~' ~~ •••~" ~~ ~~~~ ~''~~~ perrrzits, fees, licenses, and inspections by gover~~ment agencies, necessary for proper execution of the Work and Substantial Completion of the Project. es, ordinances, the Work. § 5.5.2 The•Design-Builder shall comply with and give notices required by applicable codes, rules and regulations, and lawful orders of public authorities, applicable to pert § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions (1) subsurface or otherwise concealed physical conditions that differ materially from those Design-Build Documents or (2) unknown physical conditions of an unusual nature that difl ordinarily found to exist and generally recognized as inherent in const►uction activities of t in the Design-Build Documents, the Design-Builder shall promptly provide notice to the O are disturbed and in no event later than 21 days after first observance of the conditions. Thy investigate such conditions and, if the Owner determines that they differ materially and cap decrease in the Design-Builder's cost of, or time required for, performance of any part of tl recommend an equitable adjustment in the Contract Sum or Contxact Time, or both. If the i conditions at the site are not materially different from those indicated in the Design-Build ] change in the terms of the Contract is justified, the Owner shall promptly notify the Design stating the reasons. If the Design-Builder disputes the Owner's determination or recommer Design-Builder may proceed as provided in Article 14. site that are F ~ted in tfie iterially :from those— - - ~ ~racter provided for before conditions ter shall promptly increase or irk, shall r determines that the vents and that no der in writin~, 1, the e s § 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or rec~gnizes_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 authorizztion required to resume `~ :...;.3 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$ ,r' c ~ made as provided in Article 14. ~., ._ § 5.6 A.Ilowances ~ t~~ " § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Bse Documents (as referenced in Appendix BZ,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. Elementa School Allowances Description Furniture Hardware HVAC Controls Fire Alarm Svstem Pla rounds S ecial Ins ections Commissionin Owner Contingencv Description Furniture Hardware HVAC Controls Fire Alarm System Pla round Saecial Inspections Commissioning ':~ Amount 1 000 000 250 000 Materials onl 500 000 600 000 350 000 E ui ment and mulch oni 150 000 100 000 1000 000 Middlellntermediate Schools PER SCHOOL Amount 1500 000 exce t Socastee Middle = 1250 000 350 000 Materials onl 650 000 750 000 150 000 Intermediate school onl 150 000 125 000 i j ~ ~~,,~,,<°`~ 4 ~ R ~/ ~ ~ Y ~ ~`5 ~{ ti ';. `l:~ 4' s AIA Document A141 T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Co~>yriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may rosult in severe civil and criminal penaltie3, and will Ue prosocuted to the maximum extent possible uncler the law. This draft was produced by AIA software at 11:38:54 on 07114/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004235 ~5 Owner Contingencv 1 500 000 exce t Socastee Middle = 1 250 000 § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site 7~and all required taxes, less applicable trade discounts; .2 the Design-Builder's costs for unloading and handling at the site, labor, inst ~llatlon costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall~e included in the r , Contract Sum but not in the allowances; and ' r .3 whenever costs are more than or less than allowances, the Contract Sum sha 1 be adjusted a000rding(y - by Change Order. The amount of the Change Order shall reflect (1) the differenee•between-actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-B~ilder's costs under Section 5.6.2.2. ~ a j -a § 5.6.3 The Owner shall make selections of materials and equipment with reasonable prompUiess for allowances requiring Owner selection. ~"^ 3 ~ § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. t § 5.7.2 If the Design-Builder sl~er~ges-desires to change any of the personnel, Contractors ot,suppliexs identified in ,_... , _ _ „rl the Design-Build Amendment, including but not limited to anv contractor or design professional identified bathe Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name arld qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the .: proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires.additional time'to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no seasonable olijectio~►. t § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment;the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish-in writing to ~.. the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated. to a .. special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the "'~•c4 Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or '" entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply wit}►in the,14-day ,~- ~ '~' period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Bt~tlder, the f~ Design-Builder shall propose another to whom the Owner has no reasonable objection. ~F"~ ~a:~~«~a ~~~^^^ ~~''' u n.,L....:tt:«.. ...,...e.. ..~ .e...,,re.1 3t.-z_. _. ., _ _ _. ~_ _.....,a .._..._....—~.~_... § 5.8 Documents and Submittals at the Site ,,, .~ ~~- ~ -=-- . _.__ .. ~k►e-In addition to any Owner requirements to keep electronic proiect 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 fhe Ctinstructon""~ •_, `'` Documents, in good order and marked currently to indicate field changes and selections made dWring construction, ~''j and one copy of approved Submittals. 'The Design-Builder shall deliver these items to the Owner m accordance with ~G n Section 9.10.2 as a record of the Work as constructed. ~ ~ r § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable lavJs, statutes, ordinances;` codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents; and shall.not,-------- ----- --unreasonably encumber the site with materials or equipment. AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, ai d will be prosecuted to the maximum extent possible wider the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208 1 which e~ires on 07/14/2D16, and Is not for resale. (1362310746) User Notes: PAPR - 004236 ~s 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work, § 5.11 Cleaning Up i ~ § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design=$uilder~slialT `' ~ "z remove waste materials, rubbish, the Design-Builder's tools, construction equipment, macl nerdy-and surplus-,•- . - .- -- - i i materials from and about the Project. § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Docurrientsr the Owner may do so " '" and Owner shall be entitled to reimbursement from the Design-Builder. i .,_ q § 5.12 Access to Work ~ '~ ~~ The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Wgrk in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project ~afe~y criteria and programs, which the Owner, and its contractors and consultants, shall comply v~ith'while at tt~e site. "' ' ~ § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform ConsEruction and to Award Separate Contracts 'l,, -... .~ _4 § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the ~~' `f Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract,''" :~ including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify"the Design-Builder promptly after execution of any separate contract. If the Design-Builder claimsthat-delay or_,:,. ~~ ~~ additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim` as prodded in Article 14. ~ ~ ~ 3 § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other conshuction ar '' operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall meanthe= -.. individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces„and of~each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. TheDesign-Builder shagparticipate 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~~oint revi~w and mutual agreement. The construction schedules shall then constitute the schedules to be used bylthe Design-Builder, ~ ~ !` separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner perforrJ~s construction.,or r._...,.... . operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Bullder under•the Contract.- ----- - E § 5.14 Matual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity,for.-introduction and storage of then 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 17ocuments. ~ 'f § 5.14.2 Tf part of the Design-Builder's Work depends upon construction or operations by t~1e Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the.Work, prejare~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-Buildejr's Worlc. Failure of - '-'" the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Build~x's Work,.except as.to:::.. _ :._: ...-: defects not then reasonably discoverable. AIA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The Amerioan Institute of Architects. All rights reserved. WARNING: This AIA`d' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA`~ Document, or any poAion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:5q on 07/14/2015 under Order No.0239686208 1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004237 ~7 § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner ~t^•~~dB~-~-;~~ and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities ~~ > for defective construction, p-s+ § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully cause's to completed or partially completed construction or to property of the Owner or separafe contractors as provided in _Section 10 2 5 § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cuttin~-and. patching-the- Work as the Design-Builder has with respect to the construction of the Owner or separate eonteactors 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 r•,esponsibility under their respective contracts for maintaining the premises and surrounding area free from waste maEerials and rubbish the ~ k Owner may clean up and will allocate the cost among those responsible. ARTICLE 6 CHANGES IN THE WORK § 6.1 General ~ t § 6.1.1 Changes in the Work maybe accomplished after execution of the Contract, and withouYinvaidating the` Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6. and,elsewhere in-__... . __ _. the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may:- `' ( ' ,,. issue a Change Directive without agreement by the Design-Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and Directive. the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order;or z„ _ Change § 6.2 Change Orders .:.._... "~ ~.. ~ ,. A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon ~.Il of ' ' •-, ,,, the following: ~ "~ .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution:.of the_ q l~~ Design-Build Amendment, the adjustment in the Design-Builder's compensation, and ~'~ .3 The extent of the adjustment, if any, in the Contract Time. 'i § 6.3 Change Directives § 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"inent, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without_ invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build-Amendment;--~-- --- - •$ the adjustment in the Design-Builder's compensation,~and Contract Time being adjusted accordingly. ~. .... § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. , `a § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to~ execution of the Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustmer~# shall be based on one of the following methods; ~ .1 ' Mutual acceptance of a lump sum properly itemized and supported by sufficient~substantiating data to s permit evaluation; "" .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon, ~"-' " .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed.ar percentage fee; or 'j AIA Document A141 TM' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA°' document is protected by U.S. Copyright Law and Intcrrnational Treaties. Unauthorizect reproduction or dis4ribution of this AIA`a Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possihls under the law. This draHwas produced by AIA software al 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004238 5 .~ 8 .4 As provided in Section 6.3.7. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit. prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted. g--§ 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with thg change in the Work involved and advise the Owner of the Design-Builder's agreement or disageement with the method, if any, _. _ provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior fo' execution of the Design-Build Amendment, the adjustment in the Design-Builder's compe~sation~ or. Contract TAme, •• __. -% § 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 Amendmen~~, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them_ S~lch agreement shall j ~'", be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in tl}e Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in thg Design-Buil er's compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expec~dit~res and savings of those performing the Work attributable to the change, including, in case of an increase, an amount'for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the A~eetnienf, a're~sonable ~-`" "--"~'' ~ 3 amount, In such case, and also under Section 6.3.3.3, the Design-Builder shall keep and present, in such form _as the, _ _......,_ ~ Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided `~ in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following; ~_, Additional costs of professional services; .i _..- s -" .2 Costs of labor, including social security, unemployment insurance, fringe benefits required by" :z agreement or custom, and workers' compensation insurance; s .3 Costs of materials, supplies and equipment, including cost. of transportation,;jwhether incorporated ox consumed; .4 Rental costs of machinery and equipment, exclusive of hand tools, whether ented from the.__„ Design-Builder or others; ,... n... .5 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related.to the Work; provided that costs of premiums, permits, and taxes that are based on marginal additions `~•-.;_..., to an existing sum or auantity may all be reasonably estimated subject to correction at the time of '''~ Final Payment or other agreed time when the actual costs of the marginal additions can-be determined or mutually agreed upon; and `'>. 5 Additional costs of supervision and field office personnel directly attributably to the cfiange `'.. .6 i pricing shall not exceed the Following: costs or the unit ricin ne otiated at the time of award. B. For work performed bra subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct —._.... _ .__ _ _ -; ._,..... _ ~~ costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is ..n,......l~te t,.. +I.o n..«t«.,,.r,.. F...,,7....... ~s«.,r:,.« ,.F FI.e n,.0._...,.,4r~..t ___. ___.____ of the work. Prompt payment of retaina~e to all subcontractors aY final completion of their acceptable work AIA Document A141T'^ — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.5. Ca~~yripht Law and International Treaties. Unauthorized reproduction or distribution of this AIA+D Document, nr any portion of it, may result in severe civil end criminal penalties, and will be prosecuted to the maximum extent possible under the Iaw. This draftwas produced by AIA software at 11:36:54 on 07/14!2015 under Orda~ No.0239586208_1 which e~irea on 07114!2016, and is not for resale. (1362310746) User Notes: PAPR - 004239 ~9 regardless of timine dw•ing the contract is mandatory. The Contractor shall, at final comaletion, 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 anv supplier unless such amounts are in dispute anti the Contractor has not requested aavment for such disputed amounts to date. Sack amounts in dispute shall be identified on the Contractor's affidavit of uavment of debts/claimssubmitted with final documents. § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendrrient in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured or~ the basis of net .. , increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, request payment for Work completed under the Change Directive in Applications for Pay make an interim determination for purposes of certification for payment for those costs d justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if Design-Build Amendment, the Design-Builder's compensation, on the same basis as a C right ofDesign-Builder to disagree and assert a Claim in accordance with Article 14. sign-Builder may TheOwner will to be reasonably execution of the order, subject to the ~_ _f y § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Desi and Contract Time, or otherwise reach agreement upon the adjustments, such agreement ; immediately and the Owner and Design-Builder shall execute a Change Order. Change C or any part of a Change Directive. nents in t~e Contract lder's compensation """ ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. I accordance with the Design=Builder's schedulg decisions timely manner and in in a § 7.1.2 The Owner shall render agreed to by the Owner, The Owner shall furnish to the Design-Builder, within 1S days after'receipt of a v✓~•itten request, information necessary and relevant for the Design-Builder to n..,.:,.,.« :,. ,,.,.,..,.,, ..,.....n ...~c....,,a .,, ,,.. ~~.o ..:~o .,~,, ttie n„~,.~.. ;.,+,._,..~.we..,,:.,.give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). ,., ' ~''; _.: ~~ ~'v, a" ~°' § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-B}~ild Documents with ,. reasonable promptness. j r`' 's ~sr § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required b~ the Desigzi-Build , Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations ~ ~, conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous _ _.._._ materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the --~•--~---Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide°surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal ---• ~- -~•• ---.,.. description of the site under the Owner's control asements and legal authorizations or § 7.2.3 The Owner shall promptly obtain !~ ~,. entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing other permits, licenses and inspections. gland development, zoningLand '' ^~ ~ s j F j : ~ ; § 7.2.51'he services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner's expense, and except as otherwise specifically provided in~this Agreement.or__ ,..._-. _. ,... :., elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in AIA Document A741 T'" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. Ali rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unautliorizecl reproduction or distribution of this AIA~D Document, or any portion of it, may result in severe civil anti erii5iinal penalties, and will bo proseouted to tl~e maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which expires on 07J1A/2016, and is not for resale. (1362310746) User Notes: PAPR - 004240 20 writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. Li no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design,Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may rec~ues~ in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's ~':~:,a~obligations under the Design-Build Documents and the Design-Builder's Proposal. '~''-~-~~~'~~ "~~ T`~ ~_ ... § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct comm~nic~ations have bgen specially authorized, the Owner shall communicate through the Design-Builder with persons oil entities et~plgyed or retained by the Design-Builder. r 7 S I § 7.2.9 Unless re9uired bY the Desi~-Build Documents to be Provided bY the Desi~-Buil~er 'thy Owner` shall upon request from the Design-Builder, furnish the services of geotechnica] engineers or otler.consuitants for . investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. 'In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing,,:,:• "'" values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary .._ operations for anticipating subsoil conditions. The services of geotechnical engineers) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. i a '` {1 § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. ,_ ,«:.,.. ,",' ~•. ::.. § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals~s ,.__ not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems,. _or for determining that the Submittals are in conformance with the Design-Build Documents, all of.which remain,,the <,= responsibility of the Design-Builder as required by the Design-Build Documents. The Owner's action will betaken in accordance with the submittal schedule approved by the Owner or, in the absence of an apprroved submittal` schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate ~~ review. The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under ~ ~~ Sections 3.1.11, 3.1.12, and 5.2.3. The Owner's review shall not constitute approval of safely precautions for, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, se,~uences orb ~ _ of which the item is procedures. The Owner's approval of a specific item shall not indicate approval of an assernbty E _..,. :._..,,,.~~_~,.~,--~.......:....., __ __ .._ ~--a component. _ ' ..~ ~; y § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner ox its desip►ee 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. 'Ilse 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. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work_in.accordance-.with---- :~, - , the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not AIA Document A141T" — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thts AIA"' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA~a Document, or any portion of it, may result in savors civil anti criminal penalties, and will Ise prosecuted to the maximum exttsnt possible under tlio law. This draft was produced byAlA soflwara at 11:38:54 on 07/14/2015 under Ordef No.0239586208 1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004241 21 be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or respons,~bility of the Owner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or + j employees, or other persons or entities performing portions of the Work. § 7.7 The Owner shall determine the date or dates of Substantial Completion in date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Worlc If the Design-Builder•fails to correct Work which is not in accordance with the requixementis'o the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordane~wi~h the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, o~ an~~y portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop ~he Work shalTnot'give rise to a duty on the part of the Owner to exercise this right for the benefit oftheDesign-Builder or any other person ~ A' ~ or entity, except to the extent required by Section 5.13.1.3. ., } § 7.9 Owner's Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents ..,.,__ and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued' ,. deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial, occupancy o'f th~ :. y ~" ._. ARTICLE 8 TIME § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. i' ~. ~ °3 2 ;.: § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commepce theWork,prigr to the , ;~--'° effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall'riot be~ x; adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract. r § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve~Substantia~ Completion within the Contract Time, _._,__ _..__~ ~' ~, ,,_ ___ ___ ,_.,_. , ., _ S 8.1.4 enuipment during the academic term when students and full staff are present; harm to the Owner's reputation and AIA Document A147 T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in sovere civil end criminal penalties, anti will be prosecuted to the maximum extent possible under the law. This draftwas produced by AIA software at 11:38:SA on 07/1412015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004242 22 established ~oodwil) among the community, parents, students, and staff due to late delivery of the project: loss of student morale and academic performance due to the oneoing Work during the academic term; harm to the Owner's puUlic relations; disruption and inefficiency of the management of alt the Owner's facilities and other current construction projects. ~ + § 8.2 Delays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Vl~brk by an act or geglect of the Owner or of a consultant or separate contractor employed by the Owner; or b~ changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and bidding dispute resolution or by other causes that the Owner determines may justify delay, then the Contradt Time shall be.extended--•by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Artic~e 14. every effort to mitigate the potential effect of the weather on the construction schedule including, but not limited to, rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and submitted to the ~" ~ - ' "~ R An extension of time not requested within the appropriate time pei e3ctension of time shall be incorporated in the next Change Order. excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days are severe ,.. enough to impact the scheduled work on the following work day. Tf adverse weather days beyond the five (5) days _.. __,., ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sam The Contract Sum is stated in the Design-Build Amendment. • r~' ,r'' ~" § 9.2 SchedWe of Values Where the contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the D'esigrt-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall su$mit!`to the Owner a schedule of values allocating the entire Conixact 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 Payinerif~ '" ` ~'~ j ~ AIA Document A141~M — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"~ Clocument is protecEed by U.S. Copyright Lew and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil aiici criminal penalties, and will be prosecuted Eo the maximum extent possible unclertho law. This draft was produced byAlA software at 11:38:5A on 07114/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004243 23 § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed potions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owne►• may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. ~ --~ § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interir}► determinations of the .._ . . . _.. _..__ _.._ ._ _ . .. Owner, but not yet included in Change Orders. _,I § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of th'e Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, br other persons or entities providing services or work for the Design-Builder, unless such Work has been perf~rmed by others whom the Design-Builder intends to pay. ' § 9.3.2 Unless oCherwise provided in the Design-Build Documents, payments shall be made for.• services prov~ded as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equi~me~t suitablysto~ed off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site sh~ll be conditioned upon compliance by the Design-Builder with procedures satisfactory to the OvSr►erto establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall inolude thecosts =' "'~-~""~ of applicable insurance, storage and transportarion to the site for such materials and equipment stored offthe_site _.,.. _ , ,9 § 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further .,.:: warrants that, upon submittal of an Application for Payment, atl Work for which Certificates for Payment-have been. previously issued and payments received from the Owner shall, to the best of the Design-Bui(der':s lmowfedge;~ z j information and belief, be free and clear of liens, claims, security interests or encumbrance-in favor..of the to take Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or~entities..entitled .._.... ~ a claim by reason of having provided labor, materials and equipment relating to the Work. "'•-- _„ a ""°•~•.:.. § 9.4 Certificates for Payment The Owner shall, within seveH-twenty-one days after receipt of the Design-Builder's Application for Payment, issue =- .. to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or••in part as provided in Section 9.5.1. f" ~r ~~~ `` ~``~~ ~~'~yY. § 9.5 Decisions to Withhold Certification § 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent'reasonably necessary~to protect the Owner due to the Owner's determination that the Work has not progressed to the pint indicat~d i~''the Design-Builder's Application for Payment, or the quality of the Work is not in accordance r~vitYi the Design-Build Documents. Tf the Owner. is unable to certify payment in the amount of the Application, the, Ovimer will notif}~the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems ~o be due~and owing. TheOwner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the _. Owner from loss for which the Design-Builder is responsible because of _ defective Work, including design and construction, not remedied; .l .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless t '; security acceptable to the Owner is provided by the Design-Builder; .3 failure of the Design-Builder to make payments properly to the Architect, Cgnsultants, Contractors or others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; ~ damage to the Owner or a separate contractor; .5 1 ,' ~~. AIA Document A141T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Llocument is profected by U.S. Copyright Law and International Treaties. Unauthorized raproduetion or distribution of this AIA~ Daeumant, or any portion of it, may result in severe civli anct criminal penalties, and will be prosecuted to tho maximum e~ctent possible under the law, This draft was produced by AIA soHware at 11:36:54 on 07/14/2015 under Order No.0238586208_1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004244 j 24 .6 .7 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid• balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification wi1~ be~nade for amounts previously withheld. j § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner may; at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the-Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. -~ § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment"iri the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person ~r entity pt~oviding services or work for the Design-Builder no later than the time period required by applicable lave, but in no event more than seven days after receipt of payment from the Owner the amount to which the Ar~hit~ct, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is ~enti~led, reflecting percentages actually retained from payments to the Design-Builder on account of the portion o~theWork performed' by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall,,by..app~optiate_. :._,—.~._. agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or othgr person or entity providing services or work for the Design-Builder, information regarding percentages~of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on aceounYof portions of~thel Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for t~►e Design-Builder. -i. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has "' properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. a.,.„;..w ,,..,.w o..:ao.........:«,.:., ,.e..e., ,,.,....~ «w,. Owner shall have the right to contact the Architect, Consultants, and . '° Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay o! to:see to the payment of money to a Consultant or ~'~::.:»~.~ ~.. ~~: ~.... - ~:'.:~.....,~'~~ . ~ ..a w~'!~_ ~r'onti~acto. ~' ; a' § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar °to t}~at provided in Sections 9.6.2, 9.6.3 and 9.6.4. 1 a 'a....:...:.. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy;; of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents:-----~------- --- - - - -'' AIA Document A141 *" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Ca~~yri~ht Lew and IntQrnational Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties; and will be prosecuted to the maximum extent possible under the lAw. This draftwas produced by AIA software at 11:38:54 on 07114/2015 under Order No.0239586208 1 which expires on 07H4/2018, and is not for resale. (1362310746) User Notes: PAPR - 004245 25 § 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 V~ork until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion ! § 9.$.1 Substantial Completion is the stage in the progress of the Work when the Work or desigr►ated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner'can~ occupy or utihLe the Work for its intended use. The date of Substantial Completion is the date certified by the O er in accordance with -~ this Section 9.8. ~ 4 _ § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially~complete, the Design-Builder shall prepare and submit to the Owner''an occupancypermit issued by the South Carolina Office of School Facilities and a comprehensive list of items to'be completed or corrected prior to final payment Failure to include an item on such list does not alter there§possibility ofltfie~ ~ ~ Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, fhe Owner shall make an inspection to deferrrine whether tt~e Work or designated portion thereof is substantially complete. If the Owner's inspection discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the`De'sigri=Build ' "'~~ Aocuments so that the Owner can occupy or utilize the Work or designated portion thereoffor its intended..use, khe._,_ .. Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another inspection ,, by the Owner to determine Substantial Completion. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner'and ~ ,_,:-~ }~~" Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain prop~rty'tnsurance following issuance of the Certificate of Substantial Completion. __..:. .~ ~ complete, Design-Builder the will,prepare fod_ § 9.8.5 When tha Work or designated portion thereof is substantially the Owner's signature an occupancypermit issued by the South Carolina Office of School Facilities and a "`~• ~.,., Certificate of Substantial Completion that shall, upon the Owner's 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 th'e Certificate of` Substantial Completion. ~ ; ~ ~~_' § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder~to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptaneQ', and consent of sin•ety, if any, the Owner shall make payment of retainage applying to the Work or designated portionthereof. Payment _ __. shall be adjusted for Work that is incomplete or not in accordance with the requirements of~the Design-Build ~.._~.._,-. . __._._,_.., ,.. , ..._..s Documents. - -- -_ § 9.9 Partial Occupancy or Use __ ...,,. • ,, § 9.9.1 The Owner may occupy or use any completed or partially completed portion ofthe Work at any stage wren ` -.. `'•, such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is ~`~,t consented to, by endorsement or otherwise, by the insurer providing property insurance andauthorized by public `_. authorities having jurisdiction over the Project. Such partial occupancy or use may commenjce whether or not the portion is substantially complete, provided the Owner and Design-Builder have acceptedu writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance heat, utilities, z damage to the Work and insurance, and have agreed in writing concerning the period for cbrreet~on of the Work and commencement of warranties required by the Design-Build Documents, When the Design-Builder"considers'a"' "~ portion substantially complete, the Design-Builder shall prepare and submit a list to the Ov~ner as provided_under...,..-_-. -. .. .:. . AIA Document A141 T" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Lew and Infetnational 7reaEies. Unauthorized reproduction or distribution of tlNs AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.023958B208_1 which e~iras on 07H4/2016, and is not for resale. (1362310746) User Notes: PAPR - 004246 26 Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Lnmediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of t}~e Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Docurhents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final in~pection•and - • ----•----acceptance and upon receipt of a final Application for Payment, the Owner will promptly mako'such inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. -s § 9.10.2 Neither final payment nor any remaining retained percentage shall become due un~ilthe Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and othermdebtedrtess~~ connected with the Work, for which the Owner or the Owner's property might be responsible o}' encumbered ~ (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate eviden~ing'that insurance required by the Design-Build Documents to remain in force after final payment is currentLy'in effect, (3) ~ written statement that the Design-Builder knows of no substantial reason that the insurance will no~ be~enewablefto cover the eriod re uired b the Desi Build Documents 4 consent of suret if an to final a m''ent; 5 ''-'' '~ " as-constructed record copy of the Construction Documents marked to indicate field changed and selec«ions. made,, _._ _ during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in..=•- °` ' such form as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person"or entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against-such `liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains ~ y unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner, maybe compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs _ ,arid~ +. ,.... reasonable attorneys' fees. • '7 f t ,: § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner sliall~upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of ,,.-'`` the Work fully completed and accepted. If the remaining balance for Work not fully completed orcorrected'is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished the written consent of. • "' surety to payment of the balance due for that portion of the Work fully completed and accepted shall be s~bmitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be m°ade' under terms aq'd ~ conditions governing final payment, except that it shall not constitute a waiver of claims. ? j ,:t._.~__.::..:. ,~„ ., § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from -.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;-° ~- .2 failure of the Work to comply with the requirements of the Design-Build Documents; e~ terms of special warranties required by the Design-Build ~ee~e~s:Documents; .3 .4 post-occupancy services to be provided by or through the Design-Builder. § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of Design-Builder except those previously made in writing and identified by the Design-Bt of final Application for Payment. ARTICLE 10 PRO'I'F.CTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible fox initiating, maintaining and supervising all programs in connection with the performance of the Contract. s by the ''~. aS unsettled at the time ~j a d 3 f AIA Document A141 T"' — 2014. Copyright ~ 2004 and 201q by The American Institute of Architects. All rights reserved, WARNING: Thls AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~a Document, or any portion of it, may result in severe civil nncl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239566208_1 which expires on 07/14/2016, and is not for resale, (1362310746) User Notes: PAPR - 004247 27 § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in-storage on or offthe site, under care, custody or control of the Design-Builder or the Architect, Consyltants, or Contractors, or other person or entity providing services or work for the Design-Builder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks,~pavements, roadways, or structures and utilities not designated for removal, relocation or replacementtn the `"~' course of construction, j ----- -- - --- --- - --1 § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable la~vs, ~tatutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. ~` `~~ a=..~ § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing cond tions and; ~ performance of the Contract, reasonable safeguards for safety and protection, including postin ;danger sins end other warnings against hazards, promulgating safety regulations, and notify owners and users o'f adjacent Sites and j utilities of the safeguards and protections. ~ ~ ~' 7 § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual-metho~s, are necessary for execution ofthe Work, the Design-Builder shall exercise utmost care, and carry.pn.such activtes~~~, under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than daanage or loss insured under,,,,,,.,:- °"` property insurance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2.:and 10.2,13, caused in whole or in part by the Design-Build, the Architect, a Consultant, a Contractors "or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the ~ , Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to acts or ` omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for wlose.acts ;the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing,oblgations '"' °~~ of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder's organization, at the site, whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner. art of the construction or site to be loade.~d so as to cause 5d~ama e ,;:.. ~ ~ ~~ ~ ~ § 10.2.8 Injury or Damage to Person ar Property. If the Owner or Design-Builder suffers in,~ury or damage~to person or property because of an act or omission of the other, or of others for whose acts s~ch party is legally ~ responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable-the°other --party to investigate the matter. "' 10.2.7 The Desi Builder shall not ermit an or create an unsafe condition. -- § 10.3 Hazardous Materials ''~., § 10.3.1 The Design-Builder is responsible for compliance with any requirements included its fie Design-Build "`--,. Documents regarding hazardous materials. If the Design-Builder encounters a hazardous ma'teri~l or substance not 'y addressed in the Design-Build Documents and if reasonable precautions will be inadequate;to p~event foreseeable bodily injury or death to persons resulting from a material or substance, including but not Iimit~d to asbestos or j polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design}Budder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. AIA Document A141TM — 2014. Copyright O 2004 and 2014 by The American Instltute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Gapyriyht Law and International Treaties. Unauthorized reproductlo~i or distribution of this AIA~' Document, or any portipn of it, may r¢sult in severe civil and criminal penalties, and will be prosecuted to the maximum extent posslhle under tl~o law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0238586208_1 which e~i~es on 07/14/2016, and is not for resale. (136231o74s) User Notes: PAPR - 004248 28 § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a no person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder ... _~ has _.,., T,_ reasonable objection. When the material or substance has been rendered harmless, Work inthe affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Contract.Tirne shall be~ extended appropriately and the Contract Sum shall be increased in the amount of the Desi&n-Builder's reasonable additional costs of shut-down, delay and start-up. -a § 10.3.3 To the fullest extent permitted bylaw, the Owner shall indemnify and hold harmless tNe Design-Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and againstclaims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance';of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death asades~riUed in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, Iss or ex}~ense ~s 3 attributable to bodily injury, siclrness, disease or death, or to injury to; or destruction of, tangible property(otlier than the Work itsel fl, except to the extent that such damage, loss or expense is due to the fault qr negl igerice of the ,__ __ ._.., ; __ s, party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10,3 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner's.Criteria. T'he Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-Builder's _ .. ,~.sfault or negligence in the use and handling of such materials or substances. ~.:.. ? " 9 ~ § 10.3.5 The Desi gn-Builder shall indemni fY the Owner for the. cost and exPense the Owner incurs ~1~:)` for remediation of a•materiai or substance the Design-Builder brings to the site and negligently handl'es,, or (2) where ~e Design-Builder fails to perform its obligations under Section 10.3.1, except to the extent that the, cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. ,•~ ''~. ~'~ ' P` -' 'Y es~ '° ' § 10.4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shal I act, at the Design-Build~er's~ ; ''~ ~ ~ . ~ ~ ;~ discretion, to prevent threatened damage, injury or loss. ~ ~ _. ARTICLE 11 UNCOVERING AND CORRECTION OF WORK 1 t § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design-Builder has covered to-determine-if the --- - - - Workhas been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust the ~Contraet Time,. and.Contract Sum, as appropriate. If such Work is not in accordance with the Design-Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder's expense and the Design~Builder shall not be' ~..., ~~ ~'; entitled to a change in the Contract Time unless the condition was caused by the Owner.or arseparate contractor in 3 which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. 3 § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly cor~'ect`Work ei~lier rejected " "' by the Owner or failing to conform to the requirements of the Design-Build Documents, whether..discovered before..:--,.,. ._ :.,.._ 4 or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such AIA Document A741 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rtghta reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, mey result in severe civil and criminal penalties, and will Uo prusecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_t which e~ires on 07!14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004249 29 rejected or nonconformine Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder's expense. § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within e~e~ea~-two years after the date of Substantial Completion of the Work or designated portion thereof or after the date For commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Design-Build Documents, any of the Work is found not to be in accordance with the requirements of the __ .._ . ., Design-Build Documents, the Design-Builder shall correct it promptly after receipt.of written notice fi om the Owner to do so unless the owner has previously given the Design-Builder a written acceptance of such condition.-The -. .--- - --Owner shall give such notice promptly after discovery of the condition. During the sHeyea~two-year period•for correction. of the Work, if the Owner fails to notify the Design-Builder and give the Design~Bujlder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Bu~lde~ and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it ►n accordance ~vitkc=Section 7.9. § 11.2.2.2 The eye-yea~two-year period for correction of Work shall be extended with respect }o portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual ~ completion of that portion of the Work. s ~ j § 112.2.3 'The e►~e-}Few-two-year period for correction of Work shall not be e~ctended by corrective Work~per'formed " ' —~ ~ ' by the Design-Builder pursuant to this Section 11.2. § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by tie Owner. ,. ,: ,,: § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged consiruetion of the Owner or separate contractors, whether completed or partially completed, caused by the Design-Builder's correction or ~ removal of Work that is not in accordance with the requirements of the Design-Build Documents. ~ „~ i § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the srte-yeas two-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to.comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may ~e ..: , commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations`o~herthat~~ ~ ,~` ~ ~~'" specifically to correct the Work. ~ •~ ~ z` § 11..3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build L?, ocuments, the Owner may do so instead of requiring its removal and correction, in which case the Contra~t Sum wi111be 1 reduced as appropriate and equitable. Such adjushnent shall be effected whether or not final payment has been — ---- made. Acceptance of Nonconforming Work may only be evidenced by written a~reement'specifvin~ the - ~ nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. ' `S :: j - -' ;x'~ ~~°`""" ~ '''_, ARTICLE 12 COPYRIGHTS AND LICENSES §.12.1 Drawings, specifications, and other documents furnished by the Design-Builder, incl~idingthose in electronic '':~ '~S: ~ form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall ret~in all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to 1, meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be con's~rued as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants,-and.-.--.::__ _.:. _, Contractors, and any other person or entity providing services or work for any of them. AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING; This AIA" nocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA sofhvare at 11:38:54 on 07/14!2015 under Ofdar No.0239586208 1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004250 30 § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited• irrgvocable and non-exclusive license to use the Instruments of Service solely and exclusively for purposes~of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially perfotms3its obligations, including prompt payment of all sums when due, under the Design.Build Documents. The ~ice~se granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable poi-fions of the Instruments of Service solely and exclusively for use in performing services or construdtion-for- the Project: ~f-t1~ie .~.,.,.b.. .+...,....., ..b..~.....,J ..........».........., ..b....,....,....... ....».... »., ~........................... .... ~. ,. ... .a ....~.. ................. ..+,.a :...w:., c..,,.:,... ~ ~ ~ ,.t,.,n te.....:.,.,+o a i § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this P,rticle ~'2:'`~'he Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner,'in t~e event this ` ;' Agreement is terminated for any reason limited, irrevocable and non-exclusive license solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner (1) agees to pay td the Architect Consultant or Contractor all amounts due, and (2) provide the Architect, Consultant or Contracfar with-the Owner's ~~ written agreement to indemnify and hold harmless the Architect, Consultant or Contractor from all costs.. and.,.,.:. , ~..:_ _ . expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's alteration or use of the Instruments of Service. _. R ~•' § 12.3.2 Tn the event the Owner alters the Instruments of Service without the author's written authorization or uses , :, <°'" the Instruments of Service without retaining the authors of the Instruments of Service, the Owner xeleases the: ,, I Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work ~'or any of them, from all claims and causes of action arising from or related to such uses. The r'•-m^;'-- *"~ ~-~~~-+ e e~~+:~~ ,'" '' ''''~~ terms of this Section 123.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13,2,2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 'Termination or Suspension Prior to Execution of the Design-Build Amendments E § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design;Build Amendment in accordance with this Agreement, such failure shall be considered substantialnor. performance ~nd cause for termination or, at the Design-Builder's option, cause for suspension of performan} e of services under this Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall giv~ se e ,n days',..written_,_..:-._.,,...,_.„ notice to the Owner before suspending the Work. In the event of a suspension of the Work,~the ] )esign-Builder shall __. _.._..1 have no liability to the Owner for delay or damage caused by the suspension of the Work. Befor resuming.°the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the time to . , ,.. interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for,.,and ,. .. complete, the remaining Work shall be equitably adjusted. ;. ~" , ~F' °. `.~ § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the"Work~pexformed prior a to notice of such suspension. When the Project is resumed, the Design-Builder shall be corr}pensated for expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Buitder;s compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for nnore than 90 cumulative days for reasons other tfi`ari the"fault°of the "'" Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days.'- written_--,-.-: ~._.. ._,__.._~ notice. AIA Document A141 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and wilt be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1362310746) User Notes; PAPR - 004251 31 § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party 1~ai1 substantially to perform in acco~•dance with the terms of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the _ Design-Builder for the Owner's convenience and without cause, § I3.1.6 In the event of termination not the fault of the Design Builder, the Design Builder,shall be compensated for termination and any other Work performed prior to expenses directly attributable to termination for which the Design-Builder is riot otherwise com~pensated~ In no-event -shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. ~ c § 13.2 Termination or Suspension Following Execution of'the Design-Build Amendmehf' ~ ~"'"" § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a peripd o~30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contraetor;or their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect contract with ~ ~ ~ 4 the Design-Builder, for any of the following reasons: r..equires all Work to .1 Issuance of an order of a court or other public authority having jurisdiction ~at s~ ~ s , be stopped; _ . .2 An act of government, such as a declaration of national emergency that requires a11, Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder s' of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has,not ~,. made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or..-• "`" .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder s request ~;~° f reasonable evidence as required by Section 7.2.7. § 13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault of the Design Builder,_the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing `" ,,.. .. •. portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than ~• _. . 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. ,; § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-~uilde`r-may;,upon Seven days' written notice to the Owner, terminate the Contract and recover from the Owner payrtient`'for Work',exeeuted'` including reasonable overhead and ref-t~profit on that executed Work, and costs incurred ~y teason of such y . termination. ~r 6 DesignBuilder or „_. 13.2.1..4 If the Work is stopped for a period of 60 consecutive days through no act or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Documents-v~ matters important to the progress of the Work, the Design-Builder may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.1.3. ... .. 13.2.2 Termination by the Owner For Cause (~ , ~; 13.2.2.1 The Owner may terminate the Contract ifthe Design-Builder ~ fails to submit the Proposal by the date required by this Agreement, or if no ~ate~is indicated, within a .i 3 reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled;Consultants, Contractors, or workers or proper materials; ._. .3 fails to make payment to the Architect, Consultants, or Contractors for services, maferials'orTabor in', .-.., __.._~ -_:... + - _ --. accordance with their respective a~eements with the Design-Builder; AIA Document A147 T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or disYrihiition of this AIA"' Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This draft was produced by AIA soHware at 11:38:54 on 07114/2015 under Order No.0239566208 1 which expires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 004252 32 .4 .5 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or is otherwise guilty of substantial breach of a provision of the Design-Build Documents. § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design-guilder and the Design-Builder's surety, if any, sevem days' written notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety; .1 exclude the Design-Builder from the site and take possession of ail material, equipment, tools, and construction equipment and machinery thereon owned by the Design-Builder; Accept assignment of the Architect, Consultant and Contractor agreements purs~ant to '~ " .2 _, ..._.---,-~--~ i . __ . Section 3.1.15; and Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written .3 request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Sections1'3:2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. j 1 h g i ~ 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work aid o~her damages F incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such°casts and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owr}er. ~'he obligation for such payments shall survive termination of the 6e :Contract and are expressly included m the•perforinarice'of - %___ _ , .,,,_ ~_ the Worlc covered by the Desi~;n-Builder's performance bond. _., '~ .. § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the<;: Work in whole or in part for such period of time as the Owner may determine. i, . ~ ` .:.. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost end time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum shall include ~' profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by'another causei. for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. _ ~ ~ ,~ ,.:-•`~ ---~- ~-§ 13.2.4 Termination by the Owner for Convenience without cause. § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience.and ;, __ '~{ § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's ~onventence, tie i j Design-Builder shall ~ # ~~~_ ~, cease operations as directed by the Owner in the notice; .1 .2 take actions necessary, or that the Owner may direct, for the protection and preservation of'.the;Work; and, ~ ~ ,._ _. _ ~ ~ except for Work directed to be performed prior to the effective date of termination stated in the .3 - -• - --notice, terminate all existing Project agreements, including agreements with'the Architects -- -Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. - - - •§ 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall~l e entitled to receive payment for Work executed, and costs incurred by reason of such ..,.~. ,.., .we ~,~,,...i..,,,+ o o...,tea.termination. `1 ~ '. ~a i ±. S ARTICLE 14 CLAIMS AND DISPiJTE RESOLUTION § 14.1 Claims a § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of ~a money, or other relief with respect to the terms of the Contract. The term "Claim" also includes.other disputes.and,.,._.,:-... ,... AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Arohitects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law And International Treaties. Unauthorized reproduction or distribution of this AIA`D ~ocumenf, or any portion of it, may result in severe civil anc! criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_7 which expires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 004253 33 matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by applicable " ,:....u:.. moo,..:,... , .'.''.law. i § 14.1.3 Notice of Claims --,§ 14.1.3.1 Prior To Final Payment. Prior to Tinal Payment, Claims by either the Owner old D ' ign-Builder must be initiated by written notice to the other party within 21. days after occurrence of the event giyin~rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either th'e'Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, ~r►ust be initiated~y prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and the' Ini~ial Decision ~ ka requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as ot~►erwise agreei~ in writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed di(igently`with performance`of ~' -, the Contract and the Owner shall continue to make payments in accordance with the Desige~-.Build. Documents .. ,. . ._ _ __,' § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that.,::-- "' relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or.property __ _ arising under Section 10.4. ,:.~~ 1 ~ "s s ~ ~ -== ~.._._„ Y § 14.1.6 Claims for Additional Time ~ i § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time;-writteri'noti~e a ~ effect...provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost and of probable ,. -..., ` ,..... of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. .~ ~ ""3 § 14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be `' V `~ documented by data substantiating that weather conditions were abnormal for the period of time,:.could not have ;, been reasonably anticipated, and had an adverse effect on the scheduled construction. ~~ ~~` ~ 1 ~ ~ ~~; ~:` § 14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damage ar~sing out of or relating to this Contract. This mutual waiver includes ! g .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, finan ing~ business and reputation, and for loss of management or employee productivity or of the servi~ of such persons; and ~ 7 .2 damages incurred by the Design-Builder for principal office expenses including the compensation of - ~- -°-- ~' personnel stationed there, for losses of financing, business and reputation, and for loss of profit -,_. except anticipated profit arising directly from the~lFWork and otherwise available:under~his ,. :...,.. Aereement. ~, This mutual waiver is applicable, without limitation, to all consequential damages due to eitkier party's termination `'`, ~~ `', in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be.deemed to preclude an award of ~~ ~ liquidated damages, when applicable, in accordance with the requirements of the Design-BuildyDocuments. i ~ § 14.2 Initial Decision ~.,, T. § 14,2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising iu~der:Sect~ons,.1.0.3 and ,. 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of Exhibit B to this Agreement, unless 30 days have AIA Document A141*^' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: Thls AIA"' Document is protected by U.S. Copyright Law and International Treaifes. Unauthorized reproduction or distribution of this AIA~D Document, or any portion of it, may rQsult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possiblQ under the law. This draitwas produced by AIA software at 11:36:54 on 07/14/2015 under Order No.02395862os_1 which e~ires on 07/1412016, and Is not for resale. (1362310746) User Notes:. PAPR - 004254 34 passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-guilder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14:;1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's resj~on'se: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section•14;1,31:--- -- --- - - .-- ~-- -(1) request additional supporting data, (2) render an initial decision rejecting the Ciaim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate'.that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or°seek information from persons with special knowledge or expertise who may assist the Owner in rendering a decisionThe retentionxof such persons shall be at the Owner's expense, ~ ~ y j { u 3 § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to futnish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request,~and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or suppnrtirig data will' be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the„response or _ _ _..,__ .._1 supporting data, if any, tt~e Owner will either reject or approve the Claim in whole or in part. ..j ,~ § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any _,._. ~'` change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on tie parties ,, ;- "' but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute,, :: resolution. i ~:.:.` ~ i § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of "` = --.:.,..: . .E Section 14.2.6.1. § 14.2.6.1 Either party may, within 30 days fi•om the date of an initial decision, demand in writing that the other ''"'•• ~ .,... party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. ;. r '~, ., § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if.any, of the nature and amount of the Claim. If the Claim relates to a possibility of~a Design-Builder'ss.``~ default, the Owner may, but is nat obligated to, notify the surety and request the surety's as istance in res~lvin'j g the controversy. ~ ~ ~ 3 ~'` § 14.3 Mediation .. ;, "~ ~' § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the ConVact, ;except (hose ""' ~. waived as provided for in Sections 9.10.4, 9.10.5, and 14..1.7, shall be subject to mediation as a gondition precedent ,~~`:4 '`; to binding dispute resolution. p ~ 14.3.2 The parties shall endeavor to resolve their Claims by .. .. The F .mediation... , AIA Document A141'"' — 2014. Copyright m 2004 and 2014 by Tha American Institute of Architects. Ail rights reserved. WARNING: This AIA" Document is protQcted by U.S. Copyright Lew an~f International Treaties. Unauthorized reproduction or distribution of tills AIA+° Qocument, or any portion of it, may result in severe civil and crim(nal penalties, and will be prosecuted to the maximum extent possible under tlio law. This draft wes produced by AIA software at 11:38:54 on 07/14/2015 under Ordar No.02385862oe_1 which expires on 07/14/2016, and is not for resale. (13623107A6) User Notes: PAPR - 004255 35 mediation shall proceed in advance of binding dispute ►•esolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. . . , § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreerr~ent,`s reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. j y ., n.............arie..:,.., u..:ia,,......a,....w:., n,,..00...o.,t ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.] Governing Law The Contract shall be governed by the law of the place where the Project is ?~^~~~a ~ fa~~~ g ~*''~~* ~~F~"~ ~~~~~~~'~~~~~ Seet~ie~~located. AIA Document A141TM = 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WAf2NING: This AIA~' Qocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm Document, or any portion of it, may result in savors civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1362310746) User Notes: PAPR - 004256 3~ _ ,..,- :- _. ... t= § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-Build Documents, Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lende`x providing construction financing for the Project, ifthe lender assumes the Owner's rights and obligati',ons1under the 's Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such `~~^~ ~ ;~-.-.___...__:._._...,-_.....---__,_. _.3 assignment. § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language ~of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents tl%at are consist~nt`with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to e xecution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their servic~. 6 15.3 W~~tten Notice Written notice shat) be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. Written notice may also be established by acknowledgements and responses exchan ed via electronic communications such as electronic mail or anv internal messaging functionality of BIM and/or. project .,,, . 1, ,! management software used by the parties for the proiect. _l 3 ~ ~„ ?F 'a § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedtes available. ~ thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otYierw.ise imposed,,,_. .. or available by law. ' "~ § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. f .., "";f -t~ § 15.5 Tests and Inspections s~ ~'; r~: § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required; by the Design-Build" Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful aorders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such t~sts, inspec~ion~ and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the;;appropriate public _ authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may-be present-for - -- ~ --~ such procedures. 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~eodes„ `" or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Bui]`der. ~,` ~~t § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspectionor approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangement`s for such additional ,~5~ testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder sh~ll give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such ~ procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expen~e. ~ ~,.,.-.,._._._r.~._....__.._.~ _~_.. _.._..... q i AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Arohitects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproducflon or distribution of this AIA`~ Document, or any portion of it, may result to severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586206_1 which e~fres on 07/14/2016, and is not for resale. (1362310746) ~ User Notes: PAPR - 004257 37 § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. ; °• § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made. promptly#o avoid -- ---- .--s unreasonable delay in the Work. y § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of sucH Confidential Information constitutes a warranty to the party receiving such Confidential Information thaCth'e transmitting party is authorized to transmit the Confidential Information. Lf a party receives Confidential Informati n, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person of entity except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required b}? law or court order, including a subpoena or other form of compulsory.legal process issued by a court or°governmental'"'-' -' ' " ~j entity. A party receiving Confidential Information may also disclose the Confidential Inforination.to its employees,_...__ .. .~ consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential __.,- -'' k Information as set forth in this Contract, § 15.7 Capitalization _, -~ ~`` _: a Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles~o~numbered articles ~r ' ~ y (3) the titles of other documents published by the American Institute of Architects. - ... _ s ""`• § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. - ,, "` ~ :"j ~ § 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 witt~'such`recognized. = '~ meanings, j a - '' A.. No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. visitors, or District reuresentatives, a,ents, or employees. C. No imnroaer attire, actions or eestures while on any District property. require the same of all Design Consultants, their employees, agents, and representatives. No emulovees, AIA Document A147 *'^ — 2074. Copyright ~ 2004 and 2014 by The American Instituia of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible unclor the law. This draftwas produced by AIA software at 71:38:54 on 07/14/2015 under Order No.0239586208_1 which expires on 07H4/2016, and is not for resale. (1362310746) Usar Notes; PAPR - 004258 38 agents or representatives of the Architect and Desien Consultants having committed violent crimes, crimes ~ainst children, or crimes of moral turpitude are allowed access to the Districts premises. Such SLED criminal background checks shall be maintained on file in the offices of the respective Architect and Design Consultant and made available to appropriate District personnel or the District's legal counsel immediately upon request. Drue-Free Workplace be may be amended. i Ritht Audit Proiect The Office of General Services of the State of South Carolina or any auditor under contract with the District has Deparhnent of Labor, Federal Hi~hwav Administration, Manual on Uniform Traffic Control Devices for Streets shall not be assigned any other duties while engaged in directing traffic. individuals. AIA Document A141 T"" — 2014. Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA'°' Document is protected by U.S. Copyright Law and Intctrnatio~al Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible antler the Iaw. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004259 39 Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (includingprofessional licenses, ifanv), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract j_..: `3 Iran Divestment Act: The Iran Divestment Act List is a list published by the (Sta'tel ~3oard pursuant to Section 1]- 57-310 that identifies persons en¢aQed in investment activities in Iran. Curren~ly, the list is available at the following URL: http://procurement.sc.kov/PS/PS-irandivestment.phtm(.) Consistent with Section 11-57-310(B), , the Contractor shall not contract with anyperson to perform a part of the Work, if, at the time you enter into a § ~~ - ~ {~~ ~ subcontract, that person is on the then-current version of the Iran Divestment Act List g ' 7 i . 1 j V ~_ .... .~ ~'"":."~ 1 t L ~p ? ~ +~ A F 3 § ~ y j 1 ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T"'2014, Standard Form of Agreement Between Owner and Design-Builder 3 .2 AIA Document A141T"'2014, E~chibit A, Design-Build Amendment, if executed •. .3 AIA Document A141T"'-2014, Exhibit B, Insurance and Bonds .4 AIA Document A141T"'2014, Exhibit C, Sustainable Projects, if completed; ,... .5 AIA Document E203T"'-2013, Building Information Modeling and Digital Data Exhibit,"if~-- .~ , ~completed, or the following: '~ •-~ .... _... ,:. .6 Other: .:: _..~.__ ,-' <~ i .! This Agreement entered into as of the day and year first written above. ~ -' ` ~., ~t •_ `~~ f ~~, $Y t _ _.:~ OWNER (Signature) DESIGN-BUILDER (Sagnature) _. john K. Gaz•dner, Chief Financial Officer (Printed name a»d title) (P►~inted name and title) -- __ ~~ ~f• 7~f -= - -°~=- ~ ~-- -,~ _ _ ,~a~ ,`1 7 j S i AIA Document A141T'" — 2014, Copyright ~ 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U,S. Copyriytit Lew and Intornalional 7reatfes. Unauthorized reproduction or distribution of this AIA`D Document, or any po~tlon of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:38:54 on 07/14/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1362310746) User Notes: PAPR - 004260 40 Document A141TM - 2014 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the _' day of in the year two thousand fifteen (2015); (In ww~ds, indicate day, month and year.) BETWEEN the Owner: (Name, /e~ul status, address and other information) Horsy County Schools; South Carolina, a political subdivision of the State of South 'Carolina. and the Design-Builder: (Name, legal status, addrestr and other infoi•nration) for the following Project: (Name, location and detailed description) ;Request for Proposals No. 1415-91 .° , .ADDITIONS AND DELETION$: ;Thel author of this document has :added information needed for its 'corripletion. The author may also have revised the text of the original ~AIA`standard form. An Additions and 'Deletions Report that notes added ~infofmation as well as revisions to ;the standard form text is available zfrom the authorand'should be ,'reviewed, A vertical line in the left • -, imargin of this document indicates where the author has added necessary information and where ~"`y the author has added to or deleted from the original AIA text. This document has important legal iconsequences. Consultation with an attorney is encouraged with respect to its completion or modifcation. Consultation with an attorney is also;; encouraged with respect 40 professional licensing requirements a in the Jurisdiction where the Project iSlocated.._. %' t ~ '~ ~ Y ~~ S 1 The Owner and Design-I3uilder agree as follows. i t f ELECTRONIC COPYING of any portion of this AIA~ Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A141T"' — 2014. Copyright 6 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected Uy U.S. Copyright Law and International Treaties. Unauthorized reproductiuit or dis6ihution of thls AIA' Document, orany portion of it, may result in severe civil an~i criminal penalties, anU will be prosecuted to the maximum extent possible under the law: This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004261 .) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT j ~ 6 CHANGES IN THE WORK ~ ~ 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION k ...- _ -- .._ -- --- - -- -.~ :. -_.~ ~ ~ ~ k ~ j ' ; j r S 10 PROTECTION OF PERSONS AND PROPERTY j b 11 UNCOVERING AND CORRECTION OF WORK ;_.._ 12 COPYRIGHTS AND LICENSES `, ',.'. , _ ,4, _ ___ ., ,I~ ~ t :..«:: 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE.OF THE AGREEMENT -. [,,; . s..,. ~..:... ,.:-,:,,,~; ~ ..,::~,. d ~~~" ~ -- ~"`~ ,. ._ '3 `"-~ '`i TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS C SUSTAINABLE PROJECTS D BUILDING INI'ORMATION MODELING AND DIGITAL DATA ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria ~ ~ ~' `t '':~':' ~ ~ ~ ~ ~t,,,~~` a -~- ~ This Agreement is based on the Owner's Criteria set forth in this Section l.l. ° ., (Note the disposition for the following items by inserting the regacested information or a statement larch as "not '°•;i applicable" or• "ztnknol~~n at time of execution. "If the Owner intends to provide u ,set of design ctncuments, and the ~•equested informatio~~ is contained ifs the design documents, ic~ent~ the design docu»~ents and insert "see Ort~ne~~'s ~% design documents" where appropriate.) § 1.1.1 The Owner's program for the Project; (Set forth the program, identify documentation in which the program is setforth, or state the mGrnner in which the "" program will be developed.) .. ." Per "Design Requirements" published for: Solicitation No. 1415-91'. AIA Document A141T"' — 2014. Copyright OO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyriyht I_~w and Intemalional Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may restdt in severe civil and criminal penalties, and will be prosecuted to the maximum ertant possible wider the Iaw. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_i which expires on 07l1A/2016, and is not for resale. (1666021488) User Notes: PAPR - 004262 'I § 1.1.2 The Owner's design requirements for the Project and related documentation; (Identify below, or in an attached exhibit, the documentation that cvi~tains the Owner's design rega~irements, including any performance specificationsfor the Project,) Per "Design Requirements" published for Solicitation Na 1415-91. § 1.1.3 The Project's physical characteristics: '< (Identify or describe, if appropriate, size, location, dimensions, o~~ other pertinent info~~matt~on, sa~ch as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability ofpublic aKd private ufi'l ties - - -- - - - -=~ and services; legal description of the site; etc.) Per "Design Requirements".published for Solicitation No., ].41:5-91 . ; § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Identify the Owner's Sustainable Objective for the Project such as Sustainability Certification,! benefit to the environment, enhancement to the health and well-being of building occupants, or improverirent~of energy'eff~iency. If the Owner identifies a Sustainable Objective, incorporate AIA DocunventA141T"L2014, FxFi~bit C, Sustain~rble Projects, into this Agreement to defrne the terms, conditions and Work 'elated to the Owner's Sustainable ; ~ ~ q Objective.) Per "Design Requirements" published for Solicitation Na —" 1415-41_ ~ _... § 1.1.5 .Number not used. _. _ _ § 1.1.61'he Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Provide totalfa~ Owner's budget, and if known, a Zine item breakdolvn of costs.) s ;_ _ - .. __ _ _ Per "llesign Requirements" published for Solicitation No.. 1415-91 § 1.1.7 The Owner's design and construction milestone dates: (Pa~•agraphs deleted) Per "Design Requirements" published for Solicitation No. _1415-91 .E s "'"` ~_ i .{ ,.. " "'".' ..,,. i ~~~ ~r`i § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractor`s at the s" :, Design-Builder's cost: [Completed with information stated Design-Builder's Proposal] ~ ? ,~ (List name, legal status, address and other information.) .1 Architect ~ i .2 Consultants .3 Contractors ~ j _.-.: _~~._~~ .. . ._... . . _ s ~j § 1.1.9 Additional Owner's Criteria upon which the Ageement is based: (Identify special characte~~istics or needs of the Project not identified elsewhere, sarch as ~•eguirements.) AIA Document A747 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: This AIA" Llocument is protected by U,S. Co~~yriyht Law Aiid International Treaties. Unauthorized reproduction or distribution of this AIA'a Document, or any portion of it, may result in severe civil and criminal penalties, and will ue prosecuted to the maximum extent possible under the Inw. This drak was produced by AIA software at 14:21:10 on OB/1B/2015 under Order No.0239586208_1 which expires on 07!14!2016, and is not toy resale. (1666021488) User Notes: PAPR - 004263 3 Per "Design Renuiremeuts" puUlishe~l for Solicitation No: _1415-91 (Sununary of Services Required, Article 3). § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict$ 3 § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall eXecute a Modification in accordance with Article 6. § l.l.l2 If the Owner and Design-Builder intend to hansmit Instruments of Service or any Q~ they information or documentation in digital form, they shall endeavor to establish necessary protocols governing s.'uch transmissions. Unless otherwise agreed, the parties will use AIA Document E203T"'2013 to establish the protocols for the development, use, transmission, and exchange of digital data and building information modeling. __. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1,1:' (List name, address and other information.) j ,! Mai•k Wolfe, Executive Director of Flcilities (oc desigiree) Horry County Schools Facilities Department, 1160E 1-Iighway 50 Conway, SC 29526 mwolfe002@horrycountyschools.net 843.488.6965 ~ - ~ ~~ `- -' § 1.2.2 Tha persons or entities, in addition to the Owner's representative, who are required to review the Design-Builder's Submittals are as follows: (List name, address and other information.) -- `N/A ,. - ~ i .. § 1.2.3 The Owner will retain the following consultants and separate contractors: (Gist discipline, scope of wo~•k, and, rf known, identify by name and address.) i ,,..;; 'Functional Performance Consultant (TBD) ,_° § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, add~•ess and other information.) '`, § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without tcn days' written " ~~.,, <,~ x notice to the other party. ~~', ', § 1.3 Binding Dispute Resolution 3 For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method ~f binding dispute '` resolution shall be the.following: [ `.. J Arbitration pursuant to Section 14.4 .. _._ _._. AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Instltule of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and InQernationai Treaties. Unauthorized reproduction or distrihution of this AIA``~ Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extant possible under the law. Th(s draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0238586208_1 which e~ires on 07/14/2016, and Is not for resale. (1666021488) User Notes: PAPR - 004264 -- - __ .., ri ~; [ X . ]Litigation in a court of competent jurisdiction [ "_? ] Other: (Spec) § 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreemenf between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Ageement; and Modifications issued aRer execution of this Agreement. A Modification is (1) a written' amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change ~ ~ __...,. _: _.__._:~. _. ,._.. Directive. __,z § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations; or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design=Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the j Owner and the Design-Builder. a ;i § 1.4,3 The Worlc. The term "Work" means the design, construction and related services requir.;ed to fulfill thie Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder, 'T~►e Worlc may constitute the whole or a part of the Project. ` -" " § 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construction by the Owner and by , separate contractors. ... .. § 1.4.5 Instruments of Service. instruments of Service are representations, in any medium of expression now•-: I Y known or later developed, of the tangible and intangible creative work performed by the Design-Builder;' Contractor(s), Architect, and Consultants) under their respective agreements. Instruments pf Service may include; without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and otheP simila''r materials. i .a § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings;..product data, '~ and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. '' j § 1.4.7 Owner. The Owner is the entity identified as such in the Ageement and is referred to tliroughout`the°ti'~~ Design-Build Documents as if singular in number. The term "Owner" means the Owner or the ;Owner's authorized representaxive. The Owner znay have employees that are design professionals or otherwi se skilled in construction or construction management, and such employees may, from time to time, perform vario~ ~staslts or duties~~~for or on behalf of the Owner under this Agreement. However, it is specifically understood that tr e~O~ner (includingthese agents and employees) has no obligation or duty to apply specialty or professional knowli ;d'ge and'skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this-Agreement as a --~ design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable-to...__e_ such employees. § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the referred to throughout the Design-Build Documents as if singular in number. The term "De; Design-Builder or the Design-Builder's authorized representative. :ment and is udder" means the § 1.4.9 Consultant.. A Consultant is a person or entity providing professional services for or a portion of the Work, and is referred to throughout the Design-Build Documents as if extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to p~ professional services. ~; ign-Builder for all In number`:'To tfie' ~"" e.reauired_.: ......__ ._r~. . "' Y3, ,: AIA Document A141*" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ❑ocument is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this RIA~' Document, or any portion of il, may result in severe civil end criminal penalties, and will be prosecuted to the maximum extent possible unclerthe few. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239588208_1 which e~ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004265 § 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.X1 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be ]awfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contract ~r, § 1.4,12 Confidential Information. Confidential Information is information containing confidential-or business ~ 4 proprietary information that is clearly marked as "confidential." --~ •-g § 1.4.13 Contract Time. Unless otherwise provided, Contract• Time is the period of time, ihcluiding authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Wbrk. § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar specifically defined. § 1.4.15 Contract Sum. T'he Contract Sum is the amount to be paid to the Design-Builder ~or performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Des~pn-Build Ainer~dment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS (Paragraphs deleted) § 2.1 [number not used] .. _,,. _ _.,,.__- .,_ ...__-; _, ,::..,. i...Y "~ -~-.... Y } t ~.. (Paragraphs deleted) (Table deleted) § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid Forty-five (45 ;)days after the invoice date shall bear interest at the rate entered belowx+'or in the absence ,'' thereof at tlic legal rate prevailing from time to time at the principal place of business of the Design-Builder. tf` ~ (Insert •ate of monthly or annual interest agreed upon.) s i s~ ~"Y 3 N/A' j t (Paragraph deleted) `, § 2.2 Contract Sum and Payment for Worlc Performed After Execution of Design-BuildAmendment----- ---~-~ For the Design-guilder's performance of the Work after execution ofthe Design-Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment: ~ •:..- ..~ '~ ~~ '" ~~ ~` i -~~# ''~~ ARTICLE 3 GENERAL REQUIEiEMENTS OF THE WORK OF THE DESIGN-BUIT;D ~ONTRAC~ n~ "''°-... ~s § 3.1 General ~~ § 3.1.1 The Desi~-Builder shall comply with any applicable licensing requirements in the f urisdiction where the Project is located. ~ " ' t j Building Permit and Other Permits and Fees: No general building permit is required ~ in accordance with § 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required tq provide mechancal~~""'~ ~'electrical, plumbing and other such permits which may be required for purposes of inspection at no..additional,:..:_..,,..:,_,.. _._,s cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and Internaffonal 7reatles. Unauthorized reproduction or distribution of this AIA°' Document, ~r any ~~ortlon of it, may rosult in severo civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Thfs draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07H4/2018, end is not for resale. (1666021488) User Notes: PAPR - 004266 6 Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. ~ ~a § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build D,bcui'nents. The Design-Builder-shall not be relieved of the obligation to perform the Work in accordance With the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. ;i § 3.1.3.1 The Design-Builder shall perform the Worlc in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder }ieirforns Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of pubic authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to peXform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations,'or 1'awful orders of public authorities. If the Design-Builder determines that implementation of any instruction received;froth the Owner, including those in the Owner's Criteria, would cause a violation of any applicable lbws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Y Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is t~equired to rett~edy the"' ' violation, the Owner and the Design-Builder shall execute a Modification in accordance with:Article6,::, : ,, ._.,:~.,:.~._,.,-..._ :: ..:. ..s § 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. ,.- `';. ,, .. j § 3.X.5 General, Consultation. The Design-Builder shall schedule and conduct periodic meetings w th•tH'e Owner $o review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by liccn'sed:'•. ._ professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner ~ °"' ,.., •.. understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain ..>~"° ~'~ +~ ~~ necessary approvals of governmental authorities having jurisdiction over the Project. 1~ i l ;' '~ .. The Office of School Facilities (OSF) shall determine the enforcement and interpc codes and referenced standards on state buildings, including the District's school § 3.1.8 Progress Reports § 3.1.8.1 T'heDesign-Builder shall keep the Owner informed ofthe progress and quality of'the•Work:-As stated in-- ~ ••-- -~-~ the Design Requirements, the Design-Builder shall submit written progress reports, photographs of Work in progress, and other data to the Owner electronically, or through the Owner's option, project management software,, showing estimated percentages of completion and other information identified below: :-r •, "` .1 Work completed for the period; Project schedule status; ,i'~,J ;, ` '_ .2 `'~ ~' .3 Submittal schedule and status report, including a summary of outstanding Submittals; f ~ 3s .4 Responses to requests for information to be provided by the Owner; ~ ~ ~ Approved Change Orders and Change Directives; .5 ,6 Pending Change Order and Change Directive status reports; ~ Tests and inspection reports; .7 ,-..•._ -.. -- ,.:, , -:....: `•.• .8 Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; .9 AIA Document A147 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIf~G: Thin AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauihorizecl reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will Ise prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and Is not for resale. (1666021488) User Notes: PAPR - 004267 7 .10 .Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; .11 Current Project cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management software data requirements. (Paragraphs deleted) ~ ,? § 3.1.9 Design-Builder's Schedules t ~ § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare an~ su~mit for the Owner's information a schedule for the Work. The schedule, including the time required for design ~nd construction, s~iall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals.as--- • -required by the conditions of the Work and Project, shall be re]ated to the entire Project to the extent required by the Design-guild Documents, shall provide for expeditious and practicable execution of the Work,~and shalt include allowances for periods of time required for the Owner's review and for approval of submission§ by authorities having jurisdiction over the Project. -1 § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recut schedules ~ ' ~ ; submitted to the Owner. t ~ { § 3.1.10 Cerfitications. Design-Builder shall include in each Application for Payment a ce tifi~ation from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications With respect to the -- - -- - ' - -'~ documents and services provided by the Architect, Consultants, and Contractors (a) that, to~the'best of their knowledge, information and belief, the documents or services to which the certifications relate (i),are consistent.With..... ....:.....~ the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design. of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy ofthe` representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. ,=" j p 1 ~ ~ ~ § 3.1.11 Design-Builder's Submittals § 3.1.].1.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall ~:.....,. submit the schedule for the Owner's approval. 'The Owner's approval shall not unreasonably be delayed or`withheld. `"`'~ :-_., The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1, "'' ;;; (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of "' the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall npt-be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for revieW`of Submittal. •..~ iewed ar~d § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has criteria related " approved them, (2) determined and verified materials, field measurements and field consn thereto, or will do so and (3) checked and coordinated the information contained within sc requirements of the Work and of the Design-Build Documents. § 3.1.11.3 `The Design-Builder shall perform no portion of the Work for which the 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 Desi~ relieved of its responsibility to perform the Work consistent with the requirements of the D The Wo►•k may deviate from the Design-Build Documents only if the Design-Builder has n writing of a deviation from the Design-Build Documents at the time of the Submittal and a authorizing the identified deviation. The Design-Builder shall not be relieved of responsibi omissions in Submittals by the Owner's approval of the Submittals. Documents 3uild Documents. the'Owner in "" cation is executed *`'~ i~~ errors or ~ ~~ ;~ i including all j § 3.1.11.5 All professional design services or certifications to be provided by the Designitain the sigrtafure' y drawings, calculations, specifications, certifications, shop drawings and other Submittals, edor.certified-by--.--..,._ _ s and seal of the licensed design professional preparing them. Submittals related to the Woi the licensed design professionals, if prepared by others, shall bear the licensed design professional's v✓ritten AIA Document A141TM — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thls AIA"' Document is protected by U.5. Copyrlyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any poRion of it, may result in severe civil and criminal penalties, and will Us prosecuted to the maximum extent possible under the law. This draft was produced by AlA software at 14:21:10 on 06/18/2015 under Order No.02395862oe_1 which expires on 07/14/2016, and Is not for resale, (1666D21486) User Notes: PAPR - 004268 approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Desigrc=Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, ,... .. ~~~ alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance; improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design~Bu ~Ider-shall furnish -----• j y satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees. ~ and ~ shall § 3.1.13.2 The DesiSte-Builder shall defend suits or claims for infringement of coPYri ghts a1~d 1?atent ri~is hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular;manufact~►rer;or manufacturers is required by the Owner, or where the copyright violations are required in the Uwner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the O,wner's Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible forsuch'-loss unless'= "? such information is promptly furnished to the Owner. If the Owner receives notice from a p'aten~,or.copyright.oWner.,,_,_ ., , _ . of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder. " § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Desigr►-Builder shall indemnify and hold harmless ttie OvYne~,~ including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but; only to the extent paused by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone directly br indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be.construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or peXson "" described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or tYP e of damages comPensation ~ or benefits paYable bY or for Desi~-Builder Architect a Co~ssultant a Contractor "` or anyone directly or indirectly employed by them, under workers' compensation acts, disaliilrty, benefit acts'~~or other ~. ° E ~~' employee benefit acts. 1 3 `°" 6 i ~ ~ t § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, prodded that .1 assignment is effective only after termination of the Contract by the Owner or ~ause,pursuant~to __ ~ Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner ac~pts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements----•~are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the . ::.,.., Contract. ., ' 1~ r. When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. ~ ~¢ ~~ § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, t~►e compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the s~spension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may fi~rther.assign.the .... :. -,..~.- ..___,:,.__ _,_ ageement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Llocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction nr distribution of this AIA~ Document, or any portion of it, may result in s¢vere civil and criminal penalties, and will be prosecuted to the maximum oxtent possihle antler the law. Thls draft was produced by AIA soflwere at 14:21:10 on 08118/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale, (1666021488) Usar Notes: PAPR - 004269 a design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the agreement. § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMEND~VIENT § 4.1 General y § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the shall be u_.r,.Owner, _ for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless ttieOwner and` T Design-Builder execute a Modification. ~ ~ - ~- ----- ---- ---~--•~•~- •• - -E ~ ! [Numbers §4.2 & §4.3 intentionally not used] e .... ,.x . ':::: ..F { f f~ (Paragraphs deleted) § 4.4 Design-Builder's Construction Proposal § 4.4.1 The Design-Builder's Construction Proposal shall include the following. ~ ~ G, .1 A list of the documents and other information, including the Design-Builder? s cl'arification's, f ~~_ - - ~ •~ - assumptions and deviations from the Owner's original Design Requirements and theDesign-Builder's original Proposal Development Documents as proposed in;the .Owne~ s _,.,.,_ , , .;.. _ ~. ,.: _.~ procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 - `' fi The proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completion (or phased beneficial;,. ~" ,,.... .. occupancy, if applicable and acceptable to the Owner); ,.; ._.4 An enumeration of any qualifications and exclusions, if applicable; ~ t~i ' .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and ~ -_ The date on which the Design-Builder's Conshuction Proposal expires. .6 § 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"ts to:be completed. `....8 § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder;sfiall execute't~e „`~ ~;, ` ' " "" ~, ', .:• Design-Build Amendment setting forth the terms of their agreement. s; "`~~ ARTICLE 5 WORI{ FOLLOWING EXECUTION OF THE DESIGN-BUILD AME~ID~ENT ~ a ; ;' § 5.1 Construction Documents § S.l.l Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction k Documents, The Construction Documents shall establish the quality levels of materials and`-systems regw~`ed. The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner's information. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents; the•.- ., Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction>Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. `The failure .. of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the ~~ ` `^4; ;? Work in accordance with the Design-Build Documents. i j § 5.1.2.1 T'he Design-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the permitting and approval process for this work. AIA bocument A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'°' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and crimfnnl penalties, and will be prosecuted to the maximum e~ctent possible unclerthe law. Thfs dreft was produced by AIA software at 14:21:10 on 08/18/2015 under Ordar No.0239586208 1 which e~ires on 07114/2016, and is not for resale. (16660214 6 8) User Notes: PAPR - 004270 ~Q § 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to rgject the Design-Builder's Proposal. 2 § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder' best skill and attention. _ . ._. _:. i The Design-Builder shall ba solely responsible for, and have control over, construction mans, methods, fec~iniques, ~ sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Buiid--- - ~--Documents give other specific instructions concerning these matters. J s § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already. erformed to determine ~'' that such portions are in proper condition to receive subsequent Work. :: :... s Maintenance of Record Drawings: The Contractor shall maintain atthe worksite one (I) record copy of the Contract Documents including approved changes in good ord~ ;and marked currgntly to record changes and selections made during performance of the work. A copy of submittals accepted by; the9District shall also be maintained at the worksite. These items shall be available to the Architect an'd District when pr;~sent at the worksite. When required by the Contract Documents, the Contractor shall provi~e record drawing's on all increments of the work such as, by way of illustration and not limitation, plumbing, electrical;°mechariical,~and all systems, such as fire and security systems, incorporated into the work, The Contractor shall fur~iish an electronic _. . . and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding - '} punch list items as required by the Contract Documents. i Professional Certifications: When professional certification of performance criteria for materials,. systems, or= '"`~ aiid equipment is required by the Contract Documents, the District shall be entitled to rely upon -the accuracy .::, completeness of such calculations and certifications. ~ 4. ... ... .... . Contractor's Quality Control Program: The Contractor shall institute and maintain throughout,. the ~ ~ contract a term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing daily... . supervision and conducting frequent inspections by the Worksite Superintendent(s). :. ,. t. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractar_~grees;to abide ,' by all applicable laws pertaining to employment including, by way of illustratioq~and~not lir~itat~on, the-~ following: ~R A. Title VII of the Civil Rights Act of 1964, as may be amended. t ` `V s. Age Discrimination in Employment Act of 1964, as may be amended. ~ y c. Title I of the Americans Disabilities Act of 1990, as may be amended. ~ -~ v. 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. ~. 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 ~s a .bona fide occupational qualification reasonably necessary for normal operations of the Contractor. Tl e Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Ec~ual?Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for J employment, notices setting forth the provisions of this nondiscrimination clause and shall include the - s provision of this paragraph in every subcontract or purchase agreement of more than ? ±- -- - - -. -----•- . $10,000. AIA Document A141T*' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects, qll rights reserved. WARNING: Thls AIA°' Document is protected by U.S. Copyriyhf Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum eutent possible under the I~w. This draft was produced by AIA software at 14:21:10 on 08/16/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and Is not for resale. (1666021488) User Notes: PAPR - 004271 _; 's Employment Taxes and Benefits: The District shall not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Key Staff -- Project Manager: The Contractor shall assign a skilled, experienced;~and dedicated Project Manager to the project and identified in Exhibit A. The Project Manager shall securg the materials of proper quality and gpantity to meet the Contract Documents and manage the appropriate; timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progress Hof Et►e work to meet the substantial completion date. The Contractor shall not change the Project Manager identified m the Scope of Work (Exhibit A) or the duties and status of the Project Manager during the course of the project withoufiapproval of the District. Project Key Staff -- Worksite Superintendent(s): The Contractor shall employ atis,.,,least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope o£the project..Exhibit A identifies the Worksite Superintendents}. 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 forcesor subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the fork of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shallot change any V~arksite_ Superintendent identified in the Scope of Wo~~k (Exhibit A) or the duties or status of same during the course of the project without approval of the District. The Worksite Superintendents) shall enforce-Ystrict~-discipline•and ~~---•° . .,~ good order among the Contractor's representatives, agents, employees, subcontractors and suppliers, s i Worksite Communications: The Project Manager and Worksite Superintendents) are representatives•°of the Design Builder and communications given to them, either orally or in writing, shall be as binding,as if'given_to the '' € i Principal of the Design Builder. r i, _ _... , E ,...,,,._,~ ~ ,.. ~ !._. § 5.3 Labor and Materials ~"" § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, .equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether:temporary or ~ _ ~''~ permanent, and whether or not incorporated or to be incorporated in the Work. ..~ -... ... -. ~ ,. ~'- j ~~ j `~ § 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 Desi =Builder's em~loyees and other persons carrying out the Work. T'he Destgn-Builder shall not permit employment~of unfit_.perso~s o~ w.,,. _____.__. .. , ..~ persons not properly skilled in tasks assigned to them. ~ ~ T § 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taaces, for the Work provided by the Design-Builder,..,.._ that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. ~ ~ § 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses, and inspections by government agencies, necessary for proper exec~tiori of the Work and a __ Substantial Completion of the Project. § 5.5.21'he Design-Builder shall comply with and give notices required by applicable laws;•statutes;-ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to perPormanoe of the Work. \y .~ -•~• AIA Document A141T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyriyfit Law and International Yreaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possihle under tits law. This draft was produced by AIA software at 14:21:10 on 08/78/2015 under Order No.0239588208_1 which expires on 07/14/2016, and is not for resale. (1886021488) User Notes: PAPR - 004272 ~2 § 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 in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Oyvner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of tte Vlrork, shall _ . .. ~ ~ recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the gwner determines that the ' conditions at the site are not materially different from those indicated in the Design-Build ~ocuments and that no- -- •- -- - ~ j change in the terms of the Contract is justified, the Owner shall promptly notify the DesignaBulder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14. § 5.5.4 IF, in the course of the Work, the Design-Builder encounters human remains, or recogrii~es the existence of burial m' arkers, 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 authorisation required~to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner vut shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may-be 'made as provided in Article 14. ~_,~. ,. T~_~ _. _. __ . , _ ... __ . .. § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents ,.::, (as referenced in Appendix B). Items covered by allowances shall be supplied for such amounts, and byswch"' persons or entities as the Owner may direct, but the Design-Builder shall not be required to employpersons or ~ ~~° entities to whom the Design-Builder has reasonable objection, ~ f ;3 :. 1 -... Elementa School Allowances s j Amount Descri tion $1,000,000 Furniture Hardware $ 250,000 Materials onl HVAC Controls $ 500,000 _ Fire Alarm S stem $ 600,000 }'. Pla rounds $ 350,000 Equi ment and mulch onl .: _. .:,, _. S ecial Ins ections $ 150,000 . "~~ s h ~j~'V t Commissioning $ 100,000 i ~ ~'` $1,000,000 Owner Contin enc S ~ +` ~. 1, Mlddlellntermediate Schools PER SCHOOL Amount Descri tion $1,500,000 except Socastee Middle = $1,250,000 Furniture ! Hardware $ 350,000 Materials onl HVAC.Controls. $ 650,000 Fire Alarm S stem $ 750,000 Pla round $ 150,000 Intermediate school onl S ecial Ins ections $ 150,000 Commissionin $ 125,000 ~~ $1,500,000 except Socastee Middle = $1,250,000 Owner Contingenc . r~ f j ~ § 5.6.2 Unless otherwise provided in the Desi~-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at-the site" ,.,, __._ ,_ .~_._. and all required taxes, less applicable trade discounts; '' j ,, ,~ ,:1 i 3 a '+,i ~} ~ ~4 ~f ;1 ,. AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA"' Document is protected by U.S. Copyright Law end Intonational Treaties. Unauthorized reproduction or distriUution of this AIA~ Document, or any poRion of it, may rosult in severe civil and criminal penalties, and will Be prosecuted to the maximum extent ~osaible underlhe law. This drakwas produced byAlA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004273 ~3 .3 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section. 5.6.2.2. § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for,.-allowances _ _requiring Owner selection. §~ 5.7 Ke Personnel Contractors and Su licrs § 5.7.1 The Desi ~-Builder shall not emPtoY pPersonnel or contract with Contractors or suP~ ~ hers to whom the § Owner has made reasonable and timely objection. The Design-Builder shall not be required to ~ontract with anyone to whom the Design-Builder has made reasonable and timely objection, ` j. ...- § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or supplieKs identified in the; Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and ~rovide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Qwrer may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objectionto the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires=addit onal`ftme to - ' °~=' '~ review. Failure of the Owner to reply within the 14-day period shall constitute notice of no'reasonable objection, .._ ___ _ _ . ., _ ~ § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing to "" ~~ the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated toa..~ special design) proposed for each principal portion of the Work. The Owner may reply within 14,:,days to the_ .: € Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person,or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply wttfiin _the 14-day period shall constitute notice of no reasonable objection. ,. § 5.7.3.1 Tf the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. ~• j -- ~ § 5.8 Documents and Submittals at the Site In addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shall'maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Cons~truchon•I~oci~ments, in good order and marked currently to indicate field changes and selections made during co~sk~,uction, anc~ orie~eopy' of approved Submittals. The Design-Builder shall deliver these items to the Owner in accor,'.dance with Se~tion.;~ ~~ 9.10.2 as a record of the Work as constructed. ~ ~ ; ?` ' § 5.9 Use of Site ~.,: __ _. _ ._ ., a~,, ,. .. The Design-Builder shall confine operations at the site to areas permitted by applicable taws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Doc~ments; and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction;by the Owner~or-, '', a separate contractor except with written consent of the Owner and of such separate contractor; sGch consent shall '~ not be unreasonably withheld. The Design-Builder shal(not unreasonably withhold from the O' er or a separate ~ ~ } contractor the Design-Builder's consent to cutting or otherwise altering the Work. 1 Y 9 § 5.11 Cleaning Up y a _. . ~ i~ . ...,: a s § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of wa`s~e-~- ~ materials or rubbish caused by operations under the Contract. At completion of the Worlc, the:Design-Builder,shall ~.-:-. ,- .:, AIA Document A147'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Llocument is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distrihution of this AIA~' Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.o239586208_1 which expires on 07/14!2016, and is not for resale. (1666021488) User Notes: PAPR - 004274 14 remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project. § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. 3 § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply v~ith while at the site. j § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts ~ } § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify -the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims;~that delayor additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided $ s in Article 14. ~ ~ § 5.13.1.2 When separate contracts are awarded for different portions of the Project or othelr constructiom'or ~ - '~ ~operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall. mean the... ,...__. individual or entity that executes each separate agreement with the Owner. .f rj § 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. Ttie ,.,.<, j Design-Builder shall make any revisions to the construction schedule deemed necessary after anoint review and mutual ageement. The construction schedules shall then constitute the schedules to be usecJ by the Design-Bui~denr separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to -... be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and'coordinaCe the Design-Builder's construction and operations with theirs as required by the Design-Builid D'ocuments:?~., ~~'` § 5.14.2 If part,of the Design-Builder's Work depends upon construction or operations by t~e Owner or a'separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner ort separate_ contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's •-- - ---•---- ---~' completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable. § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner•and other ~ or defective contractor(s), respectively, incur because oftheDesign-Builder's delays, improperly timed activities r construction. ~ § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as prodded in Section 10.2.5. < ~' r '' i AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is proEocted by U.S. Co~~yriyht Law and I~tornatipnal Treaties. Unauthorized reproduction or d7stributioii of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum aslant possible under the law. This draft was produced by AIA software at 1421:10 on 08/18/2015 under Order No.0239586208_t which e~l~es on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004275 x ¢ < ~5 § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in Section 5.10. § 5.15 Owner's Right to Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the gesppnsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the t Owner may clean up and will allocate the cost among those responsible, i i ~ f ARTICLE 6 CHANGES IN THE WORK § 6.1General ~ ,-. ____ .._.._..t:.------___.... ____~ § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and witliout invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Art~cle 6 and elsewhere in the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. j s § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Orderlor Change Directive, § 6.2 Change Orders ¢ ' " '' "~ A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreemcnt.upon all off,.._ the following: The change in the Work; .1 .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation; and _ t .3 The extent of the adjustment, if any, in the Contract Time. ,,,: 1 ~~ ~ § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in theWork prior to:.,. agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment the.. adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive without _., invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Suxn or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly, ,..._„ •~ on the terms of a`Change in the absence of total agreement Order. '~~ § 6.3.2 A Change Directive shall be used ,,~ ' ._~ ~ `; `" ~~ § b.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to eXecution of~the ;° Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustine~t shall be base~Y on one of the fopowing methods: ~ ` Mutual acceptance of a lump sum properly itemized and supported by suffic~ent~ substantiaEing `data to .1 _. . .._.; permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon;-- - -•~ ----- - - .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or ..,,... .~..:.:. .:. .. .. percentage fee; or ....:........ .4 As provided in Section 6.3.7. " `~•. '~`;4 ~~ § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon•;an~`f quantities t '?I originally contemplated are materially changed in a proposed Change Order or Change Directive so that application i of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner ~or Design-Builder, ~ :, ? the applicable unit prices shall be equitably adjusted. § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with thechange in tfiework- ""'' y involved and advise the Owner of the Design-Builder's agreement or disagreement with the-method,-if any,_. : ..-- -- .-._ --.-_ AIA Document A147TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law ~nci International Treaties. Unauthorized reproduction or distribution of this AIAh Document, or any portion of it, may rasutt in severe civil and criminal penalties, and will be prosecuted to tlio maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Ordar No.0239586206_1 which e~ires on 07/14/2016, and.ls not for resale. (1666021468) User Notes: PAPR - 004276 ~6 provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them: S4ch agreement shalt be effective immediately and shall be recorded as a Change Order. in the Contract § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment :. __ ... Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the b~esigi=Builder's ~ ~ ~ compensation, the Owner shall determine the method and the adjustment on the basis of re `sonable-expenditures and-• - -•savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the A~reeinent, a reasonable amount. In such Case, and also under Section 6.3.3.3, the Design-Builder shall keep and presen~, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to t~e following: .1 Additional costs of professional services; ~ ~ ~'' required by .2 Costs of labor, including social security, unemployment insurance, fringe be~efi~s 1 s r ~ a agreement or custom, and workers' compensation insurance; .3 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .4 Rental costs of machinery and equipment, exclusive of hand tools, whether r~nted frortr the ,''' ~ `" s Design-Builder or others; .5 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; provided that costs of premiums, permits, and taxe's that are based on marginal additions to.an existing sum or quantity may all be reasonably estimated subject to correction at the time of Final Payment or other ageed time when the actual costs of the marginal additions can be determined: or mutually agreed upon; and Additional costs of supervision and field office personnel directly attributableto the change. .6 ~ ! Allowable Overhead and Profit Charges: Additional overhead and profit attributable`to the change in, contr~et ~ ' pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable..direct ~ ' . ~~ costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct 3 ... costs. . .~ C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%)~'I's. ~ e ~ ~ ~`'~ allowable by the Contractor for administration of the sub-contract. Retainage: The District requires a retainage of three and one-half percent (3.5%) of the total contract pr~ce, as`may be amended by any approved Change Order, to be withheld from the Contractor's payments throughout the term of the Contract Ag~•eement and payable at the time of final payment after a) full completion oRall~vork to bejperformed and all requirements established in the CorrtractAgreement and acceptance by the District, b) s~►bmittal o~all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment ofundisputed --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 paynnents of any subcontractor by the Contractor until final completion ofthat-portion_ of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work ' regardless of timing during the contract is mandatory. The Contractor shall, at final completion, ensure no "`s, amount of the Contractor's retained funds is allocable to the completed and accepted ~vork'of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute F~ ~'j and the Contractor has not requested payment for such disputed amounts to date. SUch3amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted ivitU final documents. 1 ~ § 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 Amendrtjent,' in tiie " " ~ ~ "` Design-Builder's compensation, shall be actual net cost. When both additions and credits covering.related-Work.or-.:_._. . . :S AIA Document A141TM — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is profncted by U.S. Co~~yright Law and Intornational Treaties. Unauthorized reproduction or distribution of tills AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the mAximum extent possible nutlet the law. This dreft was produced by AIA software at 14:21:10 on 06/18/2015 under Order No,o239586208_i which expires on 07/14/2016, and is not for resale. (1666021488) ~ User Notes: PAPR - 004277 ,~ 7 substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 6.3.9 Pending final determination of tha 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 td execution of the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Chahge'Order, subject to the 1~ ?~ _ _ __ F ,_ right ofDesign-Builder to disagee 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 to the-ContractSum 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 inay be issued for all or any part of a Change Directive. ~ ~' " `~ ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.1 General ~ ti § 7.1.1 The Owner shall designate in writing a representative who shall have express authority ~o bind the Oymer ~ ~ ~ ~ with respect to all Project matters requiring the Owner's approval or authorization. ~ E 1 § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the D~sigri=Builder's schedule agreed to by the Owner. Tlie Owner shall furnish to the Design-Builder, within 15 days after_recept of a_wn•itten . request, info►•mation necessary and relevant for the Design-Builder to give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 Information and Services Required of the Owner § 7.2._1 T'he Owner shall furnish information or services required of the Owner by the Design-Build: Documents wi~h~ reasonable promptness. ~' ~ § 7.2.21'he 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~inYestiga~ion''s _ conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the "``- ,.., , "'~ Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys j describing physical characteristics, legal limitations and utility locations for the site of the Project,:,and.a„legal ;=~ _ ~~,~ description of the site under the Owner's control. f ''+~ 7.2.3 The Owner shall promptly obtain easements and legal authorizations or where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zoning, and otli`er ~ermits, j ___,.. __. _____ ~_ ._ .._ ,. licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement; — ~ -~-- w 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 `:i the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of ~` '. the Work. e ~ f `,q § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work Or non-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the De$ign~Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may recjuesYin writing tl~a~ the" ~ ~ $ _.~ Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the 0wner'.s _.:: .:.~:. _ . ,. obligations under the Design-Build Documents and the Design-Builder's Proposal. AIA Dceument A147 *M — 2014. Copyright m 2004 and 201q by The American Institute of Arch(tects. AI( rights reserved. WARNING: This AIA" ❑ocument is protected by U.S. Copyright Law and Intctrnatlonal TreaQies. Unauthorized reproduction or distrilsution of this AIA'D Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Thls draft was produced by AIA software at 14:21:10 on 08118/2015 under Order No.02395e6208_1 which e~Ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004278 ~8 § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder; xhe Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivi~,y tests;-and -necessary ~operations for anticipating subsoil conditions. The services of geotechnical engineers) or other; consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shail purchase and maintain insurance as set forth in Exhibit B. ~-~ ~"""~ t,.... _ 1 § 7.3~Submittals § 7.3.1 T'he 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 equipmegt or". systems; or fir determining that the Submittals are in conformance with the Design-Build Documents, all of w~ich remain th`e responsibility of the Design-Builder as required by the Design-Build Documents. The Owner's acf►on wil'1 be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approved.submittal__ _,..__., _ schedule, with ►•easonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under Sections 3.1,11, 3.1.12, and 5.2.3, The Owner's review shall not constitute approval of safety precautions or, unless° otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or: procedures. The Owner's approval of a specific item shall not indicate approval of an assembly o£.which the. item 1s a component, -a } § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner oc.its designee shall ~ .. notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures,. or- for the safety precautions and programs in connection with the Work, because these are solely the Design-Builder's rights and ?` ~''~ responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the V►~brkn accordance with , the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, ane~ will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors] or their agents or y ~ employees, ox any other persons or entities performing portions of the Work for the Design~Builder „_ t _ -~ § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents:The Owner- ~- ,---shallhave authority to require inspection or testing of the Work in accordance with Section 15,5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority, of the Owner nor a decision made in the Owner good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of-,,,_ `~~,j to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their' agents or "'~ ''~ `; C~ #~ employees, or other persons or entities performing portions ofthe Work. h ~ ~~s } x § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance~with Section 9.8 and the g date of final completion in accordance with Section 9.10. { _,_ . r_,~T_~_., § 7.8 Owner's Right to Stop Work If the Design-Builder fails to correct Work which is not in accordance with the requirement~s.of.the Design-Build - ,...., Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build AIA Document A141 T" — 2014. Copyright0 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING; This AI/i" Document is protected by U.S. Copyright Law and International Treafies, Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possihle under tho law. This draft was produced by AIA software at 14:21:10 on 08/18!2015 under Order No.0239586208_1 which e~iras on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004279 k ~9 Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5,13.1,3. § 7.9 Owner's Right to Cary 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 a~d continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order s1~a11 be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of c'.orrecttng such - :-:..- - •- - -- - - - deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project "(or defined component thereofl the ten-day period referenced herein is reduced to five (5) days during the 60 days prior to substantial completion as shown on the last schedule properly submitted uridei' § 3.1.9. ARTICLE 8 TIIVIE § 8.1 Progress and Completion ~ ~ '~ § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contrac~. B~+ executin~ the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. ,~ ~ ' § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, Comm~ce theVi/orkprior to the effective date of insurance, other than property insurance, required by this Contract. The C~ntract_~ime shall not be. ,_ adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract .: § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 3 ;~ 1 § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLE'T'ION OE TITTE WORT{. ,., _.._ ,. _. :~_ .,.._, ,...,,_ . _. E The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant damage, '-hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will classrooms; .:: incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable, ~... ,,~. ,,:. use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of project workers with additional persons on and near the site; additional safety risks of equipment, - `" vehicles, and unfinished work on the campus during the academic term; general disruption of tote teaching and; " learning process due to project activities during the academic term; moving equipment during tha academic term when students and full staff are present; harm to the Owner's reputation and established go~d~ill among the community, parents, students, and staff due to late delivery of the project; loss of student mora~e and academic _ performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects:--The-------~measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for .Substantial , ,. Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; ,for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of$500 -,, '~ ~'; , `-~ will be due from the Design-Builder to the Owner. ~`, § $.2 Delays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered m the i Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes' `--~" beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation_and-binding.dispute---.-,-.:-.-.~ AtA Document A141T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Co~~yright Law and International Treaties. Unauthorized repraductloii or distribution of this AIA~A Document, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to the maximum extent possihle under the law. This draft was produced by AIA software at 14:21:10 on oS/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004280 ZQ resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. (Paragraph deleted) ~_-§ 8.2,3 Weather De(ays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions a) were abnormal fo a period of time which could not have been reasonably anticipated; b) had an adverse effect on the work scleduled, and alternate . __, work unaffected by the weather could not have been done; and c) had an adverse effect on the construction schedule ~ `s 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 incl~►dirig, but not limited to, rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and submitted to the District for approval within ten (10) days from the end ofthe event causing the impact on th"e construction schedule. An extension of time not requested within the appropriate time period shall not be considered j The approved extension of time shall be incorporated in the next Change Order. ~ 3 ~ ~~ ~ ~ § 8.2.4 Anticipated Weather Delays: A total of five (5) days per calendar month (non-cumulative) shad be anticipated by the Contractor as "adverse weather," and such time shall not be considered justi$cation forran extension of time. Such anticipated adverse weather days are established only for normallY" scheduled work days, excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions bn those days are severe - ~- - °? enough to impact the scheduled work on the following work day. If adverse weather days beyond_ the five„(5) days _ . anticipated are substantiated and the Contractor could not mitigate the impact of the additional adverse weather days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction `~ schedule and only to the extent of one (1) full day of extended time for each full working day of adverse weathet;~•~••~'"~ ~ ,s conditions which prevented aforty-hour work week within a seven (7) day calendar week. A request for,adverse ._.~. ' " ,.. ~ weather e~ctension shall not be allowed a8er the date established for substantial completion. ~,' f 3 .~ .... ARTICLE 9 PAYMENT APPLICATIONS AND P~tOJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment. ~ "` • ,,:. § 9.2 Schedule of Values ,.-' "~, Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder;. pr'dr to the first Application for Payment after execution of the Design-Build Amendment shall sub~r►it~to the Owc~er a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared ~n such form and supported by such data to substantiate its accuracy as the Owner may require. This sch. dupe, unless opjec~ed to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for , ay~nent,_ _ _ _~ ~ _ _ _. § 9.3 Applications for Payment $ § 9.3.1 At least ten days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. T'he application_shalkbe- -~~.,.._... notarized, if required, and supported by data substantiating the Design-Builder's right to paymenC"as the Owner may '"' require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and~s~all .. ~;` z~ ~ reflect retainage if provided for in the Design-Build Documents. ' ~ § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for ~ayment on account of changes in the Work that have been properly authorized by Change Directives, or by interitX► determinations of the ~~ ~ _ Y _ ~. ry ^ ` _ Owner, but not yet included in Change Orders. '~ '{ _ a4 { i § 9.3.1.2 Applications for Payment shall not include reQuests for payment for portions of the Work for. which the .. _ Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or AIA Document A141T"' — 2014. Copyright p 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and Intarnatianal Treaties. Unauthorized reproduction or distribution of Phis AIA`~ Document, or any portion of it, may result in severe civil and crimi~tal penalties, and will be prosecuted to the maximum extent possible under the law. Thls draft was produced by AIA software at 14:21:10 on 08/1812015 under Order No.o239586208 1 which expires on 07/14/2016, and Is not for resale. (1666021488) User Notes: PAPR - 004281 s 21 entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equi meet suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored o~or Foff the site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the O er'~o establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and st all include the costs of applicable insurance, storage and transportation to the site for such materials and equip~ent stored off the site j __~ ~ § 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Des?gt=$udder further warrants that, upon submittal ~of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests ar encumbrances 'iri'€avor of the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or~ent~ties entitled to', make a claim by reason of having provided labor, materials and equipment relating to the Work. j § 9.4 Certificates for Payment A +i T'he Owner shall, within twenty-one days after receipt of the Design-Builder's Application !for ~ayment, issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properlydue; an'd notify - `' the Design-Builder in writing of the Owner's reasons for withholding certification in'whole,or in Hart as provided, in _ _ _.. Section 9.5.1, ,. ~ § 9.5 Decisions to Withhold Certification § 9.5.I The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point=indicated,in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, th "Owner will notify the j Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree oh a revised"amount; th~ Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The. Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as maybe 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 .2 third party claims filed or reasonable evidence indicating probable filing of such claims ,' security acceptable to the Owner is provided by the Design-Builder, .3 failure of the Design-Builder to make payments properly to the Architect, C~nstt~tants, others, for services, labor, materials or equipment; reasonable evzdence that the Work cannot be completed for the unpaid balance c~f the C. .4 .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contrac~ T~~ne, and delay; unpaid balance would not be adequate to cover actual or liquidated damages~for the anti or _~.—_. _ -._.-. repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. .7 ,.a i .. . ,, § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts^ previously withheld. °r '~ ~ § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner ~''ayeat its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractoc~, m~terial or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to ~+ho~n the Design-Builder i failed to make payment for Work properly performed or material or equipment suitably del~vered. ~. _ ~ _.. __._m..~T __. ,_ __ ._ . ., I AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is profecfed by U.S. Capyriyht Law anti International Treaties, Unauthorized reproduction or distribution of this AIAW Document, or any portion of it, may result in severe cavil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08!18/2015 under Order No.02395862D8_1 which e~ires on 07!14!2016, and is not for resale. (1666021488) User Notes: PAPR - 004282 ~'} P ~ 2z § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall matte payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable ]aW, but in no event more than seven days after receipt of payment from the Owner the amount to which the Ar~hitQct, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is enti~led, reflecting percentages actually retained from payments to the Design-Builder on account of the portion o~the Work performed _.._ _. .. ..... _x ~ by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providin~ services or work •for-the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a si~nil~r manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant; Contractor; or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken.thereon by the Owner on ac~ount of portio;'ns of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for:-the ~ ~ ~ Design-Builder. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that tl~e Design-Buil,'der has properly paid the Architect, Consultants, Contractors, or other person or entity providing servicies'orwork for~the Design-Builder, amounts paid by tha Owner to the Design-Builder for the Work. Owner shall haYe,the xght,to__:,.,_.,., contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupai Owner shall not constitute acceptance of Work not in accordance with the Design-Build 1 j, :. § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner provided in Sections 9.6.2, 9.6,3 and 9.6.4. of the:.Project by the ~um~nts. s s § 9.6.7 [number not used] § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within required by the Design-Build Documents, then the Design-Builder may, upon seven additions l`days' to the Owner, stop the Work until payment of the amount owing has been received. The CoriU extended appropriately and the Contract Sum shall be increased by the amount of the Designcosts of shut-down, delay and start-up, plus interest as provided for in the Design-Build Docu § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or is sufficiently complete in accordance with the Design-Build Documents so that the Owns Work for its intended use. The date of Substantial Completion is the date certified by the i this Section 9.8. s ~~ notice be: nai,i~ . fated port~on thereof occupy or utilize the •. § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner an,occupancy permit,,_ °.~ issued by the South Carolina Office of School Facilities and a comprehensive list of items to' be completed or corrected prior to final payment, Failure to include an item on such list does not alter the re$pon sibilityofthe 1 ~ Design-Builder to complete all Work in accordance with the Design-Build Documents. i , ine whether the F § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to s any tfem, whether s Work or designated portion thereof is substantially complete, If the Owner's inspection ith..the.Design-Build....:.....,._.. --.. or not included on the Design-Builder's list, which is not sufficiently complete in accorc Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the AIA Document A141n" — 2014. Copyright m 2004 and 2014 by The Amerlean InsGtuta of Architects. All rights reserved. WARNING: This AIA"' Llacument is protQcfed by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted fo the maximum extent possible undar the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004283 23 Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine Substantial Completion. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties' obligations to obtain and mainain~properiy insurance ~ j following issuance of the Certificate of Substantial Completion, § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-$udder will prepare for 1 the Owner's signature an occupancy permit issued by the South Carolina Office of School Facilities and a " Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date Yof Substantial - •---~-• -- ---- : - '~ Completion; establish eesponsibilities of the Owner and Design-Builder for security, maint~narice, 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`intlthe Certificate of Substantial Completion. ~-`"" "~ § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder~to t~e Owner €or %vritten. acceptance of responsibilities assigned to it in the Certificate. Upon the Owner s acceptanc , a d consenttof surety, if any, the Owner shall make payment of retainage applying to the Work or designated portionhereof. Paym~nt shall be adjusted for Work that is incomplete or not in accordance with the requirements of.~the Design Build ~ Documents. F ~ § 9.9 Partial Occupancy or Use "° § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is _. consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by pulilic authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not -the ~ 5 s portion is substantially complete, provided the Owner and Design-Builder have accepted in; writing theresponsibilities assigned to each of them for payments, retainage, if any, security, maintenance, 'heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the.:YJor~C and commencement of warranties required by the Design-Build Documents. When the Design-Builderconsiders ~a" portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided'under ~ Section 9.8.2. Consent of the Design-Builder to partial occupancy or use sha11 not be unreasonably withheld. The"`'-, .,_, ~` stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder. _ -`~~ § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly inspect the,; ' "~~ area to be occupied or portion of the Work to be used in order to determine and record the condition' of tl}e .` Worlt:~ # y a~j § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of t~e ~ork shall i~ot ,. ~ ° constitute acceptance of Work not complying with the requirements of the Design-Build Documents. ~ t ~ ~ ~ ,._ _ § 9.10 Final Completion and Ftinat Payment ' § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such-inspection:= - ---- --- -fi When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. ::: - ~ °- •- --~-~ ~~ § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until.of Work first performed after Substantial Completion by the period of time between Substantial Completion dnd the actual ~ ~ completion of that portion of the Work. ' I~: ~F _ ,.-~ ---' ~~'+. 4~ 3 ; ; § 11.2.2.3 'Ilse two-year period for correction of Work shall not be extended by corrective ~Vork performed by the ; ~ `" "~ ~""`"`'~ "~ ~ j Design-Builder pursuant to this Section 11.2, AfA Document A141 TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Co~~yri~ht Law anti International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may rosult in severe civil end criminal penalties, and will be prosecuted to file maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on OBH 8/2015 under Order No.0239586208_1 which e~ires on 07/14!2016, and is not for resale. (1666021488) User Notes: PAPR - 004287 j } 27 § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the.Design-Builder nor accepted by the Owner. § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design-Builder's correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to 1 other obligations the Design-Builder has under the Design-Build Documents. Establishment of the two-year period^~ ~ for correction of Work as described in Section 11.2.2 relates only to the specific obligation~of the Design-Builder-to•— -- • -correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be coa'nmenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. ,.:.._,t § 11.3 Acceptance of Nonconforming Work ~ 9 I If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Doc~ments, the Owner may do so instead of requiring its removal and correction, in which case the Cor~iract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not fina~ pa~ment hasbeen made. Acceptance of Nonconforming Work may only be evidenced by written agreement'spec~fying the: nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall not become-accepted°"" Work by inaction or implication. 'i.__. _:.______.._„ ._ ,. . . _, , . ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic ,,. .. form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contractors, andany-other _;:_: ~° '"' person or entity providing services or work for any of them, shall be deemed the authors and owners of their, respective Instruments of Service, including the Drawings and Specifications, and shall rein all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments„of Service to meet official regulatory requirements, or for similar purposes in connection with the Project; is not to die construed':, ..,, as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants,,and -.,., Contractors, and any other person or entity providing services or work for any of them. ,, ... § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission, from-the copyright owner to transmit such information for its use on the Project. 3 § X2.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited; irrevocable and ~';' non-exclusive license to use the Instruments of Service solely and exclusively for purposes°of constructing, using, maintaining, altering and adding to the Project, provided- that the Owner substantially perfo~ms~ its obligations including prompt payment of all sums when due, under the Design-Build Documents. The ~ice~►se grantedunc~er this section permits the Owner to authorize its consultants and separate contractors to reproduce appiicable_~ort~or~s of _ _ . , the Instruments of Service solely and exclusively for use in performing services or construction for the Project § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the`event this Agreement is terminated for any reason.to obtain a limited, irrevocable and non-exclusive license solely and '; exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to the Architect, Consultant or Contractor all amounts due, and (2)~provide the Architect, Consultant or Contractor with the Owner's written agreement to indemnify and hold harmlgss the Architect, Consultant or Contractor from all costs and expenses, including the cost of defense, related to olaims and causes of Owner's alteration ~ action asserted by any third person or entity to the extent such costs and expenses arise from thea .._,.~... .,_:m.... _,...r:.,,„...,..____,,..t ~ x ~ or use of the Instruments of Service. AIA Document A147 *M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distriUution of this AIA~ Dooument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This dreftwas produced by AIA software at 14:21:10 on 08/16/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not For resale. (16660214'88) User Notes: PAPR - 004288 28 § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising fi•om or related to such uses. The terms of this Section 123.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13. ] .4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendmen § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to exec Amendment in accordance with this Agreement, such failure shall be considered substanti cause for termination or, at the Design-Builder's option, cause for suspension of performa~ Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall gi` notice to the Owner before suspending the Work. In the event of a suspension of the Work have no liability to the Owner for delay or damage caused by the suspension of the Work. Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses interruption and resumption of the Design-Builder's Work. The Design-Builder's compen, complete, the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for to notice of such suspension. When the Project is resumed, the Design-Builder shall be c~ incurred in the interruption and resumption of the Design-Builder's Work. The Design-B and time to complete, the remaining Work shall be equitably adjusted. of the Design-Build performance and services under this--- - ;n days' written )esign-Builder shall resuming the ~ed in the for, and time to rk perforined~ prior ated for expenses compensation for, 5 § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder, the Design-Builder may terminate this Agreement by g~vmg not less than seven days' written notice. § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice„should the.other 1 party fail substantially to perform in accordance with the terms of this Agreement through ~o'fault of..the party initiating the termination. y _ § 13.1.5 The Owner may terminate this Agreement upon not less than seven days' written notice to'the::. Design-Builder for the Owner's convenience and without cause. ~~$ i.. .,i § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for ,' Work performed prior to termination and any other expenses directly attributable to termination for--which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compec~sation underthis ~ g y Section 13.1.6 be greater than the compensation set forth in Section 2.1, ~ i ~; of the Amendment Execution Design-Build or Suspension Following Termination § 13.2 ~ G '' § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 conseeuti ~ e or their agent~or days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor;...::.: .., . ..,.,.,.. :. 3 employees, or any other persons or entities performing portions of the Work under direct o~ indirect contract with `the Design-Builder, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to e stoppe ; ``~~ .2 An act of government, such as a declaration of national emergency that requires,~ll`Work to be stopped; ~~~ .3 Because the Owner has not issued a Certificate for Payment and has not notif ed the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or becau~s'e the Owner has not `a *? made payment on a Certificate for Payment within the time stated in the De~gnsBuild Documents; or ~ .4 The Owner has failed to furnish.to the Design-Builder promptly, upon the Design Builder's request, ~ ~ j reasonable evidence as required by Section 7.2,7. ___... —_~ ..__. d § 13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault of the DesignBuilder-,,the.,. - -.- - •- .::' Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing AIA Document A141'"' — 2014. Copyright 9 2004 and 2014 by The American Institute of Architects. All rights reserved.lfVARNiNG: This AIA"' Documont is protected by U,S. Copyriyht Law and International Treaties. Unauthorized reproduction or distribution of Shis AIA`~ Document, or any portion of it, mey re3ult in severe civil and criminAl penalties, and will be prosQcuted to the maximum extent passible antler the law. This d~aftwas produced by AIA software at 14:21:10 on 08he/2o15 under Order No.0239586208_1 which expires on 07H4/2016, and is not for resale. (1666021488) User Notes: PAPR - 004289 29 portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for coanpletion, or 120 days in any 365-day period, whichever is less. § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design;Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner paynr►enti for Work executed, including reasonable overhead and profit on that executed Work, and costs incurred by reason ~f such termination. § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or faul} of tfieDesign'=Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because-the --- Owner has repeatedly failed to fulfitl the Owner's obligations under the Design-Build Documents with respect to matters important to the progress of the Work, the Design-Builder may, upon seven additional Clays' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2.I,~,3, - -' ~"`"`( § 13.2.2 Termination by the Owner For Cause ~ ~ ~~ ~, § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder fails to submit the Proposal by the date required by this Ageement, or if no dates is indicated, within a .1 ~ ~ s reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled:,Cor~sultants, Contractors, or workers or proper materials; ~ j .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in° ~_ ... . . _. . accordance with their respective agreements with the Design-Builder; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or ::~ ~.."' s ~ .5 is otherwise guilty of substantial breach of a provision of the Design-Build Documents. § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights'or remedies bf the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety: .1 Exclude the Design-Builder from the site and take possession of all materials equipment; tools, ;and ,.. ,., construction equipment and machinery thereon owned by the Design-Builder; .. """` '~ ~ "" ~~ .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and ~ -~ .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written ~`~ `' request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of '''~, the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Sect~on~l3 2 2.l,,the ~~ (~'4 (,. Design-Builder shall not be entitled to receive further payment until the Work is finished. 5Y ~ § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and ~ther damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Bui(c~er. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract and are expressly included in the performance~ofthe Work -- — covered by the Design-Builder's performance bond. :,_:::.. '''°• § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, dewy or interrupt the -:,' ~~~ti ~ Work in whole or in part for such period of time as the Owner may determine. a ~ § X3.2.3.2 Tha Contract Sum and Contract Time shall be adjusted for increases in the cost end tame caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by anoth"er cause" " ~ for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. ' '~ ~ "" AIA Document A141T'^ — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. Att rights reserved. WARNING: This AIA"' Document is protecFed by U.S. Copyright Law and InternaEional Treaties. Unauthorized reproduction or distrihution of this AIA" Document, or any porEion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draH was produced by AIA soHware at 1421:10 on 08/1B/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004290 30 § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such terrr►ination for the Owner's convenience, the Design-Builder shalt ~~ - 3 cease operations as directed by the Owner in the notice; .1 .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, f _. ._..., y ~ .3 except for Work directed to be performed prior to the effective data of termi~at~6n stated in the notice, terminate all existing Project agreements, including agreements with;the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements acid purchase orders. _.. '~ ~ -• § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination. ~ . 3 ~ ARTICLE 14 CLAIMS A1VD DISPUTE RESOLUTION § 14.1 Claims ~ a § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a m~tte~ of right, payt~ent of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes' other disputes and ~ '° -''~ ~'" ---" matters in question between the Owner and Design-Builder arising out of or relating to the'Contract: The` # . responsibility to substantiate Claims shall rest with the party making the Claim. ,..,__: .,_ ,_ ._ § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contcaet' ~ ~ in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within-the time:-•• ~ "' period specified by applicable law. ~ § 14.1.3 Notice of Claims §'14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner oi` Dwign-Builder must lie initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days a#ter the claimant first recognizes the condition giving rise to the Claim, whichever is later: 5 -: § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must, be initiated by prompt written notice to the other party. 'The notice requirement in Section 14.1.3.1 and the Initial Decision: r requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. ~''=l ! ..,~ '; •~ {' § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed ari writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligent!' with performance of the Contract and.the Owner shall continue to make payments in accordance with the Desig~-B~ild Documents. § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for ark increase m the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portiomof the-Work that - - °relates to the Claim. Prior notice is not required for C(aims relating to an emergency endangering life or property arising under Section 10.4. ...:,_--:°-~_--- ~~ •:.. r § 14.1.6 Claims for Additional Time § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Coptract Time, Written notice as provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necesary. -' '~ '~, % `' i'~ ~ " shall be ~ i § 14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Clain conditions were abnormal for the period of~time; could not' have" "` documented by data substantiating that weather ~_.: _~:_ _ ::<., __. <.:. . ..,:.,.j been reasonably anticipated, and had an adverse effect on the scheduled construction. AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by Tha American Instltute of Architects. Ail rights reserved. WARNING: This AIA"' Document is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, 4r any portion of it, may resuil in severe civil anti criminal penalties, and will be prosecuted to the maximum extent pos~ib~e uncierthe law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14!2016, and is not for resale. (1666021488) User Notes: PAPR - 004291 3.~ § 14.x.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee.productivity or of the services of such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work and otherwise available under this _.,,,..,,..~...4..,m_._.,_. _,.. --,., Agreement. t This mutual waiver is applicable, without limitation, to all consequential damages due to either~party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to pree~lude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-B~ild~Documents. 14.2 Initial Decision ~""""`r; § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claim's between jthe Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising i~nd~r Sections 10:3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of Exhibit B to this Agreement, uhless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed y q in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure _. . _..,._ 3..,- -. ~ _ _ § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt ofthe notice required under Section 14.1.3.1.1'hereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (1) withdrawing ,., theClaim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. ,., __~ _,' ,. - § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner~will take ~e or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: { (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whole, or in part,,._,, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to'render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special Imowledge or expertise who may assist the Owner in rendering a decision. The retention of ''' such persons shall be at the Owner's expense. ,~'' '~~ "'; § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to fumishf,addihonal ~`j supporting data, the Design-Builder shall respond, within ten days after receipt of such regttestt and shall either: (1) provide a response on the requested supporting data, (2) advise the Owner when the response o~i• supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt o the response o supporting data, if any, the Owner will either reject or approve the Claim in whole or in park _,_~ _ . _ j ~ __ § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and•(3j identify any•-- •- -- •-change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute- --- -.-, . , resolution. } § 14.2.6 Either party may file for mediation of an initial decision.at any time, subject to the terms of Section 14,2.6.1. ~ p' , i` .'; i § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writ~ng that the other j party fi le for mediation within 60 days of the initial decision. If such a demand is made and~the;party receiving the ...t ._ demand fails to file for mediation within the time required, then both parties waive their rights ~o me8iate or pursue '.-.—,.—.-~.____:_:::_.~__.~_.: -:~.:..:.__.,,-,....,.:__~ binding dispute resolution proceedings with respect to the initial decision. AIA Document A141 T"" — 2014. Copyright m 2004 and 2014 by The American Inslltute of Architects. All rights reserved. WARNING: This AIAm document is protected by U,S. Copyright Law and International Treaties. Unauthorized reprod~~ction or distribution of this AIA~O Document, or any portion of it, may result in sevQre civil and criminal penalties, and will be prosecuted fo the maximum extont possible under the Iaw. This draft was produced by AIA software at 14:21:10 on 08!18/2015 under Ordar No.0239586208_1 which e~ires on 07!14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004292 32 § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of aDesign-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. (Pa~•agraph deleted) § 14.3 Mediation ~ ~ 2 § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for m Sections 9.10.4, 9.10.5; and 14,1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. ~ -- --- - § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall `proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. ' § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediati~n slall beheld ~n the place where the Project is located, unless another location is mutually agreed upon. Agreer►tents reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. y j r F t (Paragraphs deleted) ARTICLE 15 MISCELLANEOUS PROVISIOPTS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. ~._, s ._. ~ _. ..,,,.. s ~_, ,;..,~"r ,, ,, ` " -:- a ; § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and regal representatives to the covenants, ageements and obligations contained in the Design-Build~Documcnts. Excep~ as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole'without written cohsent of the other, If either party attempts to make such an assignment without such consent, that party sFiall pevert~eless.__ "' '"' remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate~sych assignment. ~~:~ '~~,,, '~ii § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates;` other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificate~' for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, j Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a leader, _ _ the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 daysprior-to-execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents .. - that would require knowledge, services or responsibilities beyond the scope of their services. :,.. _ _ § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual„to a member of the ~~,, '~ firm or entity, or to an officer of the corporation for which it was intended; or if delivered a~, or`sent by registered or certified mail or by courier service providing proof of delivery to, the last business address own to the party j 1 giving notice. Written notice may also be established by acknowledgements and responses exchanged via y electronic communications such as electronic mail or any internal messaging functionality of B.IM and/or project "" ` management software used by the parties for the project. 1 AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: This AIA" ❑ocument is protected by U.S. CopyrighE Law and international Treaties. Unauthorized reproduction or dis4rihution of this AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This drakwas produced byAlA software at 14:21:10 on 08/1S/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not far resale. (1666021488) User Notes: PAPR - 004293 33 § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 15:4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver~of:a right or duty afforded them under the Contract, nor shall such action oc failure to act constitute approvalof o~ acquiescence in a breach thereunder, except as may be specifically agreed in writing. ~ § 15.5 Tests and Inspections ~ ~" ~§ 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required' by ~he-Destgn Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or la~Vful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with}the'appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the OWnermay 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 were building odes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. - - f § 15.5.2 ff the Owner determines that portions of the Woric require additional testing, inspectiofi or approval of included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional ~ -' _-~ testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall.give timely..notice,,.~_,,..,..._Y to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.53, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure'"of the .:, portions of the Work to comply with requirements established by the Design-Build Documents,, all:costs made { ~ -` ' ,. - ~"` necessary by such failure shall be at the Design-Builder's expense. i § 15.5.4 Required. certificates of testing, inspection or approval shall, unless otherwise req~ired by the'Design ~ui~d Documents, be secured by the Design-Builder and promptly delivered to the Owner. ~..-§ 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. -§ 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made'promptly'to avoid,,. ~ unre$sonable delay in the Work. ~' ~~ ~ s;;j `' j , ;`: ~ ~ k § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of such Confidential ~ Information constitutes a warranty to the party receiving such Confidential Information thaf th~ transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Informatto~~ the, recei',ving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity '---- ---T-.~~~ -• . ~ - ~ except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential information may disclose the Confidential information as required•by law_c?r court order, including a subpoena or other form of compulsory legal process issued by a court or. governmental entity. A party receiving Confidential Information may also disclose.the Confidential Information to its employees; ., consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and rise ~f Confidential Information as set forth in this Contract. ~ ~ ~ a ... - .. F v°~ ' ~ ; § 15.7 Capitalization ~ y Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numliered-articles or"" ~.:-. ~.._ _._.,:.. . ._~__r~_.., _..__.____,._._ _ 3 (3) the titles of other documents published by the American Institute of Architects. AIA Document A141T" — 2014. Copyright O 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. GoF~yriyht Law anti International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underihe Inw. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.023s586208_1 which e~ires on 07/14/2016, and Is not for resale. (1666021488) User Notes: PAPR - 004294 34 § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. ~ ~ 7 __._ . Conduct of the Architect's Principal, Employees, Agents and Represeptatives i _. . The safety and security of District staff, students and the general public are of uhnost priority to the District. To that end, the Architect shall be responsible for ensuring compliance by ~ the; Architect and any employees, agents or representatives of the Architect, including all Design Consultants,~to t~e following: A. No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. 13. Nn fraternizing with, threats to, or use of abusive or profine lanwage in the pres ce of student$, p rents, visitors, or .Uish•ict representatives, aigents, or employees. i '; C. No improper attire, actions or gestures while on any District property, e No smoking on District property in conformance to Horry County Board of Education policy. ~ Violations of such policy shall result in a civil penalty of up to $1,000 per occurence to tl~e iidividuaC responsible - ••• --•a and/ox the Architect for whom the individual is a Principal, employee, agent, or representative:D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Architect's _. Principals, employees, agents, and representatives performing work on District property and contractually ., require the same of all Design Consultants, their employees, agents, and representatives. No employees,.,,'" agents or representatives of the Architect and Design Consultants having committed violent crimes, crimes - "` against children, or crimes of moral turpitude are allowed access to the District's premises:` Such SLED criminal backgound checks shall be maintained on file in the offices of the respective Architect and De~igd Consultant and made available to appropriate District personnel or the District's legal'counsel immedi~telj~ .,.... -..:.. _ ,..,~ i upon request, _ ~ ,..~, ..: Promotional Materials s ~; The Design Builder shall have the right to include photographic or artistic representations of the design of the Project among the Design B u i 1 d e r' s promotional and professional materials:-"Ttie°..D e s i g n Builder shall be given reasonable access to the completed Project to make such representations, The'=.District' shall provide professional credit for the Architect and Design B u i 1 d e r in the; District's promotional ;.> "~ materials for the Project. The Architect shall not make any representations in promotional and pr'ofeS"sional~ materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or compieton ~f this Agreement. .. -_~ Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-flee progams -:.. shall conform to Title 44, Chapter 107, § 44-107-10 through § 44-107-90 of the South Carolina Code.of.Laws.,as °'~~,. may be amended. ' ~'~, ,. { Right Audit Project q a Y r' }I ~ ~ The District shall have the right to audit the books and records of the Architect to the e~xtent.that.the,books. and..... records relate to the performance of this Agreement and shall include all pricing and C~ange Order (Attachrr►ent E) data. Such books and records related to the work covered under this Agreement °'shall ~be~'maintalned"6y the Architect for a period of not less than three (3) years from the date of final payment to the Architect under i '' AIA Document A141 T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Archllects. All rights reserved. WARNING: Thfs AIAm Document is protected by U.S. Copyright Lew ancf International Treaties. Unauthorized reproduction or distribution oP this AIA° Document, or any portion of it, may rQsult in severe civil and criminal penalties, and will be prosecuted to the mAximum extent possible under the law. This drak was produced by AIA software at 14:21:10 on'08/18!2075 under Order No.0239586208_7 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004295 35 this Agreement. This requirement shall also apply to any Design Consultants performing services under the Architect's direction. The Office of General Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architects records related to any Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72~ hours of notification at no additional cost to the District. This requirement shall survive termination or completion o~the Agreem~t. r 9 3 _ Traffic Control On-Site and Off-Site: The Contractor shall conduct its operations'in- a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina• Department of -- - Transportation. The worksite shall be confined to the smallest area possible allowing~mazimum use of streets, sidewallcs, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Contractor shall use worker and traffic control signs and devices necessary to complyy with Section VI of U.S. Department of Labor, Federal Highway Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on`p}lblic roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstrµcted to ariy yeztent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers s¢ designated ~ ~ ~ ~ shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Contractor shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construcEion safety standards and requirements, The competent individual shall serve as spotter where there is exposu~e ofpedestrians;-students;=parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and egress to "lay down" areas or work areas by unauthorized individuals. '' Licenses and Permits: During the term of the contract, the Contractor shall be responsible for ,,:obtaining and maintaining in good standing, all licenses (including professional licenses, ifany)~°hermits, inspections and related fees for each or any such licenses, permits and/or inspections required' by state, county city or other government entity or unit to accomplish the work specified in this solicitation"and the contract. ._.. Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] Board pursuant to - _ ., Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at "" ,.__ ;;.-• the following URL: httn://procurement.sc.gov/PS/PS-irandivestment.phhn(.) 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 erifet`ittto a ~° ''~~ subcontract, that person is on the then-current version of the Iran Divestment Act List ~ ~ ~ ~ __ .,w__ . ...... ... .. ...___._-~~- ~. _.: :.r= :. :. .. ~ ~ `!M1 ,9 ARTICLE 16 SCOPE OF THE AGREEMENT ~ ~ j ~ § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T"'-2014, Standard Form of Agreement Between Owner and Design-Builder ment, if exe~uted....: .._ ...-.,r,_~T ~. :..._..__ . .._ ~ l ante and Bonds 3 AIA Document A141T"'-2014 Exhibit B, Ilnsu y a " "" " ` -" -' -`" AIA Document A141T^'-2014, Exhibit C, Sustainable Projects, if completed' .4 AIA Document A141'"" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U,S. Copyright Law and International Treaties. Unautharizecl reproduction or distrii}uYion of this AIA" Dooument, or any portion of it, may result In srvere civil and criminal penalties, and will be prosecuted to the maximum eMont possible under the law. Th(s draft was produced by AIA software at 14:21:10 on oef1B/2015 under Order No.o239586208_1 which e~ires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004296 36 .5 AIA Document E203T"'-2013, Building Information Modeling and Digital Data Exhibit, if completed, or the following: .6 Other: This Agreement entered into as of the day and year first written above. OWNER (Signature) DESIGN-BUILDER (~ John K. Gardner, Chief Financial Office (P~•inted name and title) (Printed name and title) i a ~ ~ ' ~- , - ~.- •._ ,r_ __.. ._, j ~••-... ~ 3 i t :.,' .. .. :: ~,. ..:y.., .~ 7.. ~_ ~t u2 ..,{ ....~ ._ a~` ~I4 5 ? 1 ... 1 h ~ r r`j~~~ .. ,< ~ y ~ ,~ 'j i t ~ .:....._ ._ .. . i ,; ...~ i ~ AIA document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protectc+d by U.S. Copyright Law and Infernational Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portSo~ of ff, may result in severe civil and criminal penalties, and will be prosecuted Eo the maximum extent possible uriderthe taw. This drak was produced by AIA software at 14:21:10 on OB/1B/2015 under Order No.o239586208_1 which e~ires on 07/14!2016, and Is not for resale. User Notes: (1666021488) PAPR - 004297 37 Additions and Deletions Report for AIA~ Document A141T"" — 2014 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below ali teict the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated w(th a horizontal line through the'original AIA taut. '~ Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into.or constitute any .- part of the associated AIA document. This Additions and Deletions Report and its associated document we're generated simultaneously by AIA software at 14:21:10 on 08/18!2015. ?•-... _ ~s e PAGE 1 AGREEMENT made as of the ; '. day of ' in the year two thousand fifteen (2015} ,, y ... ~ ~ 6 r ~ ~ ~ 1 Horny County Schools, South Carolina, a politicaL:subdivision oftfie State of South'Carolina, -~ 4 _. _. _. _, ... L .. : :..._. •~. .~ Request for Proposals No. 1415-91 '' ' , ,.= PAGE 2 . C SUSTAINABLE PROJECTS D BUILDING INFORMATION MODELING AND DIGITAL DATA _. ~. ..,_ y.l. 3,. _ 4 ~`'"'~ :: t :.,,, r.. ry 1 ;Per'Desi~nRequirements"'published for'SolicitatonNo.:' 14l'S-91: PAGE 3 __ _ _ _ _ Per "Design Requirements" puUlished for Solicitation Na. 1415-91: ... r Per "Design Requirements" puUlished for: Solicitation No. ~ ~ 1415'-91 4 r ::Per "Design Requirements" published for Solicitation No. .. _-.. _.. _. _ ~.~. .._~ 1415.-91 Additions and Deletions Report for AIA Document A141T"' - 2014. Copyright OO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected Gy U.S. Copyrlyht Law and International Treaties. Unauthorized reproduction or distribution aF this AIA" pocument, or any portion of it, may result in severe civic and criminal penalties, and will be prosocuYed to the maximum extant possiblo under the law. This draft was produced by AIA software at 14:21:1D on oe/78/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (1666021488) User Notes: PAPR - 004298 1 § 1.1.7 The Owner's design and construction milestone dates: :4 S~~~a~Ha~ C-e~~o~ier~-yea 4 -- -: t ~ .. T_~ s • Per "Design Requirements" published for Solicitation No. j s 1415-91 :: _ , _..c ,.:., . ___....., § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants find Contractors at the Design-Builder's cost: [Completed with information stated Design-Builder's Proposal) ' ° '= ' i PAGE 4 __ _ Per "Desien Requirements"'published for_Solicitation No 1415-91 (Summary of5er~ices Required, Article 3). Additions and Deletions Report for ALA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protectoci by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and wilt be prosecuted to tha maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on OBM.el2o15 under Order No.0239586208_1 which expires on 07/14/2016, and fs not for resale. (1666021488) User.Notes: PAPR - 004299 2 § 1.4.7 Owner. The Owner is the ~e~seg~-entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are desi~r► professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or to may be apniicable to such employees. :~ PAGE 6 u~...~ o.,.~...w.sa o.s... Y.. ~..e..~~~~,.., ..~ n„~:,..._Q.~~~a nw,r~tile+7~ a ~,~ r...«..~.,~..~:..., s ,; - ;; _. e • r ~ . _ ., . _.. . - , ._..:_ .. ~ _...,_~..p f d ..«.~ ~ ~2.1 f number not usedl ~; ~ ~ _.. s ,.. :.,'s f ;~ •~';= ; -._. ,. Rate 4~divl~t~al-o~PesiEiep ~ ~° '~„ .. - - ._ ... Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Inslitute of Architects. All rights reserved. WhRNING: Tfiis AIA~ Document i3 protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or ciisfribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be F~rosecutecl to the maximum extent possible under fhe law. This draft was produced by AIA software at 1421:10 on 08!18/2015 under Order No.0239586208_1 which expires on 07/14/2018, and is not for resale. (1666021488) User Notes: PAPR - 004300 3 .. ~a r,,.,... ,.f,. .,F tl,e o °a ..i. .,a.,, ,..,.~ j .0.7 § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid Forty-five i (45~ days a#ter the invoice date shall bear interest at the rate entered below, or in the absence thereof at the ►egal rate prevailing from time to time at the principal place of business of the Design-Builder. -N/A Documents, the District shall secure and may for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion ofthe work. _ ,,.~ 4 ,. 1 PAGE 7 s ~ § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed_by ,,.. licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Qwner `~~° - ~..__ understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. _s__ _ .. ... i~ ,, / ' .;,. The Office of School Facilities (OSF) shall deterrr►ine the enforcement and interpretation.~of atl the applicable ~ ` codes_ and referenced standards on state buildings, including the Districts school facilities, ,~ § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. 9x-a-~entk~ .._, . _ _... _ _~m.; ~~~:~, ~- ~"~~~.:~~ ~~ ~~~~a +~ ~., ~"~ ^...~~- ~~a T'~~:~ '~.^'a~~, As stated in the Desi gii Requirements; the ,reports, photographs of Work in~roQress, and Design-Builder shall submit written progress '4 other data to the Owner electronically, or through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: .: _... ,:., _ PAGE 8 ~~ °`'~~ .12 Additional information as through its project management software data requirements. .designated bythe Owner ~ ~ M ~~ j .. ~ ~ f a .1 design ~~i~~er's i;~e=~E €erne re~erE; ~ j z F .~ ~~ 5 S a , Additions and Deletions Report for AIA Document A141^" — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ardistri6utfon of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will be ~~rasecuted tp the maximum extent possible under the law. This drak wes produced by AIA software at 14:21:10 on 08/18/2015 undar Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1666021488) User Notes: PAPR - 004301 4 § 3.1.10 Certifications. T r~ ~~= n.. _~>~ _:µ~__ _ __ _ _^~_ ~'~~'~~_ _ T~, ~'a~~ ~"~"~~,~'.~ ~~:~: Design-Builder shall include in each Application for Payment a certification from each oP the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by _ :-..: the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and.belief, the. documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes; ordinances; codes, rules and regulations, or lawful orders of public authorities governing the design of the ~roJect; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representationsand'statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shalNnot be required to execute certificates or consents that would require lmowledge, services or responsibilities beyond, the scope of their services, , . . _, m_ ... E ~ ~ ri § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documentsreq~ire j ,_„_ _ , _, t ~ Submittals until the Owner or its designee has approved the respective Submittal, F PAGE 10 1Numbers 54.2 & 54.3 intentionally not usedl t - .~!~es:!~s~etatrs~: R►~s~as - - - 9 -- ■. . _ .. _ .. Y. _ ~ ~ _ • 1 ~ •. Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright 0 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIAN Document is protected by U.S. Copyright Law and Intetnatio~ai Treaties. Unauthorizet! reproduction or distribution of this AIA' DocumenE, or any portion of it, may result in severe civil and criminal penalties, anrosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1666021488) User Notes: PAPR - 004313 16 The Design Builder shall have the right to include photographic or artistic representations of the desip~of the Proiect among the D e s ~ n Bui lder ' s promotional and professional materials, The D e s i ~n B u 11 d e r shall be given reasonable access to the completed Proiect to make such representations. The District shall provide professional credit for the Architect and Design B u i t d e r in the District's promotional materials for the Project. The Architect shall not make any representations in promotional and professional Architect's direction. ;,;- 3 The Office of General Services of the State of South Carolina, or env auditor under wntract with the District lies The ~~ and Off-Site: The Contractor shall conduct its oaerations in a manner.. Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, for shall not be assigned any other duties white en~a~ed in directine traffic. requirements. The co~etent individual shall serve as spotter where there is exposure of pedestrians, students, Additions and Deletions Report for AIA Document A141T" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protocfed by U.S. Copyrl~ht Law and International Treaties. Unauthorized reproduction or distribution of this AIA" ~ 7 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1666021488) User Notes: PAPR - 004314 the following URL: littp://procurement.sc.gov/PS/PS-irandivestinent.pht~n(.) Consistent with Section 11-57-310(B), the Contractor shall not contract with any person to perform a part of the Worlc, if, at the time you enter into a subcontract, that person is on the then-current version of the Iran Divestment Act List ~. __,~ PAGE 37 - ~ ~ ~~ .rynT~ 1 e' i John K Gardner. ChiefFinancial Officer ~ I ) 3 ~ i i ~. ' Q 9 ~ E ... ..._. 7~ -. ,_ ... .F "< i { ',i 4 yr' 1 A ' y' 4 S 3 a ~• .. /~ "._' '" t~ ~ ~} 3 i ~ ] i i i Add(tions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Dgcument is protected by U.S. Copyright Law and Internt~tional Treaties. Unauthorized reproduction or cfisfrihution of this AIA" ~ $ Document, or any p~i4ion of it, may result (n severe civil and criminal penalties, and will be prosecutctcl to the maximum extent possible under the law. This draft was produced by AIA software at 14:21:10 on 08/18/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale, (1666021488) User Notes: PAPR - 004315 ~~~r~~. - ~ ~ Document A~ 41Tm - 2014 Standard Form ofAgreement Between Owner and Design-Builder AGREEMENT made as of the day of ~ ':~ in the year two thousand fifteen (2015)..; (In words, indicate day, month andyeas;) ~ - -- ADDITIONS AND DELETIONS: ;The author of this document has 'added information needed for its completion. The author may also BETWEEN the Owner: (Name, legal status, add~~ess and other information) Horry CountySchoolsSouth Carolina,,a political suUdivisiou of the State of Soutb -have revised the text of the original Carolina. `AIA'standard form. An Additions and Del~tiotts Report that notes added 'information as well as revisions to ?the ;standard form text is available afrorr~ the authorand`should be reviewed. A-veriicai line in the left- , margin of this _,..._ docwnent indicates s ` '- and the Design-Builder: where the author has added (Nun7e, legal status, address and other information) necessary information and where the author has added to-ordeleied from the original A1A text. ': This documept:has iriportant legal +.consequences. ConsLlta{ion with an attorney isencourag~d With respect to Its'compietion ormodifjcation. for the following Project: (Name, location.and detailed description) - Consultation with`an attorney is also., encouraged with respect to professional licensing requirements-' in the Jurisdiction where the Protect -- - ' Request for Proposals No, _1415-91 •'•'~ is located j i r ~ i ~ ~I~a ~~, _ F The Owner and Design-Builder agree as follows. ~ ~ i y s +' ~' j~~ _.~ T~1 ~~~ ~ a ELECTRONIC COPYING of any portion of this AIA~ Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: T(iis AIA' Document is protested by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of 4his AIA° Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This draft was produced by AIA software at 14:33:55 on 0811B/2015 under Order No.0239596208_1 which expires on 07N4/2018, and is not for resale. (911356760) User Notes: PAPR - 004316 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF 7HE DESIGN-BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT j i , •- ••--.-~- -- • ---- -•••-,=--- ------.•-•: '" """"'' ~__.,_~ ~ r, ~ ~ ~~ ~ a 7 ~ . .....:.. .. s i ... ., .. ..., a. . t ~ ' --_ ~ 1 I j TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS C SUSTAINABLE PROJECTS D BUILDING INFORMATION MODELING AND DIGITAL DATA ,;. ~` 1 _, :. `~ ,; `` ,:.~. ~ _~ , , ,~ 1 ' ..,~ £4 ~' F '-_..... .,,..R-.:,_,~~-.~,_-~,.._'._.~_:__._._._._:_._; ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria __.----_--:--_. .. This Agreement is based on the Owner's Criteria set forth in this Section 1.1. (Nole the disposition for the following items by inserting the requested information or a staten~enf such as "not applicable" o~~ "unknown at time of execution. "!f the Owner intends to provide u set of design documents, and the' ~'i regztested information is contulned in the design documents, identify the design docztments a'nd inse~~t "see Omner~'s ~ j~ ,'F design doczrments"inhere approp~zate.) ~ ! § 1.1.1 The Owner's program for the Project: (Set forth the program, identify documentation in which the prog~•ana is sef forth, or state the manner in i~~hich the progranT will be developed.) _ ___ -Per "De§gn Requirements" published for Solicitation No. 1415-91. AIA Document A141 T"' — 2074. Copyright D 2oD4 and 2014 by The American Institute of Architects. All rights reserved. WARNIh1G: This AIA" ❑ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/16/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale. User Notes: (911356760) PAPR - 004317 § 1.1.2 The Owner's design requirements for the Project and related documentation; (Ident~ below, or in an atlached exhibit, the documentation that contains the Owner's design requirements, including any performance specificationsfor the Project.) Per "Design Requirements" published for Solicitation No. 1415-91. § 1.1.3 The Project's physical characteristics: (Ide~atify or describe, if appropriate, size, location, dimensions, or other pertinent information, Such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability ofp,'.ublic and privafe ufil ties ,- :r.....___,...,.._ __.. _...,.._,_.__ a~~d services; legal description of the site; etc.) `Per °Design Requirements° published for Solicitation Na ° 1415-91 . `-§ 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Ident~ the Ow»er's Sustainable Objective for the Project such as Sustainability Certification;: benefit to the envi~~onment, enhancement to the health and well-being of building occupants, or improverz~ent~ of etter,~y efficiency. If the Dinner• identifies a Sustainable Objective, incorporate AIA Document A141 T"t-2014, ~xh{bit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable r Objective.) Per "Design Requirements" published for Solicitation No. :. 14]5-91 _. ~ -- 1.1.5 Number not used. - - -- § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below, : -"' (Provide totalfor Owner's budget, and tf known, a line item breakdrnvn of costs.) ,,_ :~ i 5 1 Per "Design Requirements° puUlished for Solicitation No:, _. 1415-91 .. § 1.1.7 The Owner's design and construction milestone dates: (Paragraphs deleted) Per "Design Requirements" published for Solicitation No. _1415-91 I ,; § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the •`' Design-Builder's cost: [Completed with information stated Design-Builder's Proposal] j .1 Architect ~• S a a€ a i .2 Consultants .3 Contractors r ~;~ Sf43 ~~a ~. a a ~ , ._,_. z -___ ~ T ~g '' ~ ~`F ~ 3` i/ J § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Identify special characteristics or• needs of the P~~oject not identifted elsewhe~~e, such as hi.~toric preservation requirements.) ~ :'Per "Design Requirements" published for Solicitation No: _1415-91 (Summary of Services Required, Article 3). x~5 t 7 ~ __ . , i --a AIA Document A141 ~M — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This HIA"' Document is protected by U.S. Copyright Law and Internatia~al Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under tho law. This draft was produced by AIA software at 14:33:55 on 08/1B/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and Is nol for resale. (911356760) User Notes: PAPR - 004318 3 § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 Tf there is a change in the Owner's Criteria, the Owner and the Design-Builder shall}execute a Modification in accordance with Article 6. ,...... . . _.:5 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:---- -• -- - — j Unless otherwise agreed, the parties will use ATA Document E203TM2013 to establish the~ro~ocols for the development, use, transmission, and exchange of digital data and building information mo eling. § L2 Project Team -` ""' § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1:"""' :~ 1vlark Wolfe, executive Director of Facilities (or designee) , I-Iorry County Schools Facilities Department, ] l (0 E Highway 50 ,Conway, SC 29526 mwo1fe002@hoi•rycountyschools.nct 843.988.6965 — .. g . ,.. ;`` " ~ ` ~ ~ _ ._3 t 1 G 4 [ X:_~ ]Litigation in a court of competent jurisdiction (Paragraphs deleted) AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thia AIA' Dpcument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in sevore civil anti criminal penalties, and will Ue prosecuted to the maximum extent possible unclerthn taw. This draft was produced by AIA software at 14:33:55 on 08/1B/2015 under Ober No.0239566208_i Which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004319 4 § 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafl:er, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive, j s § 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations! or agreements, either __.,, written or oral. The Contract may be amended or modified only by a Modification. T'he Design-Build Documents ~ shall not be construed to create a contractual relationship of any kind between any persons or entities other than.tha - -- - --~ Owner and the Design-Builder. a § 1.4.3 The Worlc. The term "Work" means the design, construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design=Builder. The Work may constitute the whole or a part of the Project. ~ '~ ~ f § 1.4.4 The Project. The Project is the totai design and construction of which the Work pei~for~►ed under;the Design-Build Documents may be the whole or a part, and may include design and constructionyby the Owner:~and by separate contractors. 1 § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression novY _:__ known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, without limitatign, studies, surveys, models, sketches, drawings, specifications, digital models and other similar.,:: materials. ~...: j § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval de~nonstrating•how the Design-Builder proposes to conform to the Design-Build Documents for those portions of tie Work_ for which `the i Design-Build Documents require Submittals. Submittals include, but are not limited to, shop'drawings;'produc~ da~a, "`' and samples. Submittals are not Design-Build Documents unless incorporated into aModification. - ,,,E -"°` ~ . .. § 1.4.7 Owner. The Owner is the entity identified as such in the Agreement and is referred to throughout the ~; Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized .. representative, The Owner may have employees that are design professionals or otherwise skilled-in construction or construction management, and such employees may, from time to time, perform various tasks or duties'for or on ''" behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including t(aese agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and s~3all.pof ` be held to have undertaken to provide or perform any aspect of the Owner's performance of th~'s Agreemeint as:a design professional or specially skilled and knowledgeable construction industry member or construction ~r►anager, and this principle applies regardless of the Owner's position titles or of&ce division titles as may be applicable to such em to ees. a 5 r § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement-and-is- - - - - -----' referred to throughout the Design-Build Documents as if singular in number. The term "Design-Builder" means the , . ~--- ---- - ... , Design-Builder or the Design-Builder's authorized representative. ...:..,..,,ra. ::' ~. _ § 1.4.9 Consultant A Consultant is a person or entity providing professional services for the°Design=Builder for all.., or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular`~~in number. To the '``'} . ~; extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide'the required professional services. j 9 ~ k s ~ ~ § 1.4.10 Architect. The Architect is a person or entity providing design services for the Design;Builder for all or a E portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction~`Ttie Arcfiitecfis'~~ -..:. _. _,_,s -. __,.-_-:.. %.., referred to throughout the Design-Build Documents as if singular in number. AIA Document A141'"' — 2014. Copyright ~ 2D04 and 2014 by The American Institute of Architects, All rights reserved. WRRNING: This AIA"' Document is protected by U.S. Copyright Law and International 7reatfes. Unauthorized reproduction nr distribution of this AIA`g Document, or any portion of it, may result in severe civil and criminAl penalties, and will be prosecuted to lire maximum eutent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which expires on 07/14/2016, and Is not for resale. (911358760) User Notes: PAPR - 004320 § ~.a.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in numbe►• and means a Contractor or an authorized representative of the Contractor. § 1.4.12 ConTidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." ~ i period of time, 1.4.13 Time. provided, Contract Time is the inclur+ding authorized § Contract Unless otherwise ` adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Wor . __ . ~_.~ § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. 3 § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder foi`"performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. "-: ..4 ( 3 ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS (Pa~•agraphs deleted) t § 2.1 number not used] (Paragraphs deleted) ~ Y .. .. y ~., . . __..,.._~ r. , :(Table deleted) _~ :.-, _ § 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment.... .., , __ _ ,._.._.._.. § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid `"` Forty-five (45') days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at ' the legal rate prevailing from time to time at the principal place of business of the Design-Builder. . _.,~ (Insert rate of monthly or annual interest ageed upon.) , t ;:. N/A (Pa~'agraph deleted) ~ § 2.2 Contract Sum and Payment for Worlc Performed After Execution of Design-Surd Ariicndment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, tl'ie Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build`Amendmen4. " __ , . ,..:. i . ARTICLE 3 GENERAL REQUIliEMENTS Ok' TF1T WORK OF THE DESIGN-BUILD CONTRACT ' ~ • •..,.. ~' ='~ § 3.1 General "~ § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in tt~e jurisdiction .where the Project is located. Building Permit and Other Permits and Fees: No general building permit is required jin ~ccordanc8 wi~fi §,,>" 6-9-110 of the Sputh Carolina Code of Laws; however, the Contractor shall be required t~ provide mechanical; electrical, plumbing and other such permits which may be required for purposes of inspection at no additional cost to the District. Except for permits and fees which are the responsibility of the Confxac'or m the G~ontract Documents, the District shall secure and pay for necessary approvals, easements, assess nets, •utility impact fees, permits, and such charges required for the successful completion of the work. § 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the,..:,.. - - -~ -•--,.._. ,... r`" Design-Builder's behalfwith respect to the Project. § 3.1.3 Thy Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance w~th the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. 4 ..~~ ~~; fi ; 7:~: , t § 3.1.3,1 The Design-Builder shall perform the Work in compliance with applicable laws, statues, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder perforiiis Work corit'rary to~ - -` K applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of publicauthorities,.the:,.:_-:::_:_...,,..,>, :. :_ Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. AIA Document A747~T"" — 2014. Copyright D 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ~ocumont is protected by U.S. Capyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil Ancl criminal ~ienalties, and will I~Q prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, end is not for resale. (911358760) User Notes: PAPR - 004321 6 § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in. writing. Upon verification by the Owner that a change to the Owner's Criteria is requ7red to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. a § 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the:Design=Builder's ' " ~ '' employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities -- -- - - ---' performing portions of the Work. § 3.1.5 General.Consultation. The Design-Builder shall schedule and conduct periodic. m~etirigs with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. ``"' '' § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be~per~iormed by'liccnsed professionals, the Design-Builder shai(provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other '; Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. s °' § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file docum'ents'regnirecl to obtain necessary approvals of governmental authorities having jurisdiction over the Project. The Office of School Facilities (OSF) shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings; including the District's school facilities. ,:- , .~. f ~: § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Wog lc. As stated in the.Design Requirements, the Design-Builder shall submit written progress reports, photographs._of Work-.in progess, and other data to the Owner electronically, or through the Owner's option, project management soft~are~. showing estimated percentages of completion and other information identified below: Work completed for the period; .1 .2 Project schedule status; ~_, .3 Submittal schedule and status report, including a summary of outstanding Responses to requests for information to be provided by the Owner; .4 ''~ ., Approved Change Orders and Change Directives; .5 ', ._ .6 Pending Change Order and Change Directive status reports; Tests and inspection reports; .7 .8 Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; .9 .10 Cumulative total of the Cost of the Work to date including the Design-Bu Reimbursable Expenses, if any; ~---~- •• n • -~--~ ••--- •.11 Current Project cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management software data requirements. 3 ,• ~~ ----:_: (Paragraphs deleted) ,~ ~' „ ~`~ § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and su}mit for the Owner's information a schedule for the Work, The schedule, including the time required for design end construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the e~ctent required by the '3 Design-Build Documents, shall provide.for expeditious and practicable execution of the Work, and'shall-inclu8e ~ allowances for periods of time required for the Owner's review and for approval of submissions::by.authorities . -. _, , ,:_,-_..._ having jurisdiction over the Project. AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Instfluta of Architects. All rights reserved: WARNING: This AIA" Document is protected by U,S. Copyright Law and International Treaties, Unauthorized reproduetion or distribution of this AI A'" Document, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to the maximum extent possii~le under the law. This draft was produced by AIA software at 14:33:55 on 08!18/2015 under Order No.0239586208_1 which expires on 07!14/2016, and is not for resale. (911356760) User Notes: PAPR - 004322 § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. § 3.1.10 CertiCcations. Design-Builder shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications vyithJespect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to~the;~best o£their knowledge, information and belief, the documents or services to which the certifications relate ~(i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and iii) comply-with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the --~ rrcpresentations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals "` § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, ~ri~ shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably b~ delayed o~ withheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provid' d in Section 3.1.9,..1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated ~o reflect the p"rogr~.~ess of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled Ito any "`increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. ' § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the. ~'° requirements of the Work and of the Design-Build Documents. .:.,. =3 • '` -` ...-~ j § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Budd Documents require Submittals until the Owner or its designee has approved the respective Submittal. ,::. ~ s § 3.1.11.4 T'he Work shall be in accordance with approved Submittals except that the Design-Builder shall not Abe _. relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documepts The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Buiider shall not be relieved of responsibility for-errors.,or ~''` omissions in Submittals by the Owner's approval of the Submittals. f 1 •--_ ~_; 'r ~ § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall'contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work?designed or ceirtified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and_completeness of ~ the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit other„wise;-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 Desi ~-Build Documents. Wor~ materials~ ore9uiPment not conforming to these re9uirements N maY be ;, _~ considered defective. The Design-Builder's warranty excludes remedy for damage or defec~ cavfsed by abuse, a alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper a operation, or normal wear and tear and normal usage. If required by the Owner, the Design~Bulder shall furnish ~ ~ satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalfies, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees, } ~_ ~ AIA Document A141 T"' — 2074. Copyright ~ 2004 and 2014 by The American Insritute of Architects. All rights reserved. WARNING: This AIA`'' ❑ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in savors civil and criminal penalties, and will be prosoouted to the maximum extent possible u~irler the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Ordar No.D239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004323 § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product r~ in the Owner's Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsi such loss unless or copyright owner such information is promptly furnished to the Owner. If the Owner receives notice from a of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Ow written notice to the Design-Builder. ,~.. ___.,r __,.. ...__. _..,.., § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and h old harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses an. ex~enses, including but noY limited to attorneys' fees, arising out of or resulting firom performance of the Work, bu only to the extent caused by the negligent acts or omissions of the Design-$wilder, Architect, a Consultant, a Contra tor;kor anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation ,hal~ not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise ex .t a ~ to a party or person described in this Section 3.1.14. i 3 v ~ r § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by lirfiitation ons'amount or A type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a ;onsultant; a'Conttactor;~°~ or anyone directly or indirectly employed by them, under workers' compensation acts, dis r~~iiy_beneft acts or. other..__. .. . ___ employee benefit acts. .,:'3 § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, proyic .1 assignment is effective only after termination of the Contract by the Owner for cause;°pursua 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 Contactors whose agr~ '" are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to Contract. S When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the assigned agreement shall be equitably adjusted for increases in cost resulting from the § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may filrther assign the ~~ agreement to a successor design-builder or other entity. If the Owner assigns the agreement to ~ successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the agreement. t...__. ...._.__..___...:_..-.r...____..__....:... _. .~ ~: _..... § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and • Tprovide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECiJ'~'ION OF THE DESIGN-BUILD AMENDMENT=-~` '"` § 4.1 General ~' t°` § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by tkie 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. z [Numbers §4.2 & §4.3 intentionally not used] (Paragraphs deleted) ~ .':.: ~ °~ j~, ~ t i _:-_., _,.... :,... _ ... AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA~°' Document is protected by U.S. Co~~yright Law and International Treaties. Unauthorized reproduction or distrib~~tion of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will Ise prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0238586208_1 which expires on 07114/2016, and Is not for resale. (911356760) User Notes: PAPR - 004324 § 4.4 Design-Builder's Construction Proposal § 4.4.1 The Design-Builder's Construction Proposal shall include the following: .1 A list of the documents and other information, including the Design-Builder's clarifications, assumptions aad deviations from the Owner's original Design Requirements and the Design-Builder's original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .Z Tlie proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completiona(or ~hased beneficial 5 ~ occupancy, if applicable and acceptable to the Owner); ~ .4 An enumeration of any qualifications and exclusions, if applicable; - _ -- . - .•--• - -: .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and ~ .6 The date on which the Design-Builder's Construction Proposal expires. 5 -' 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 wHch the Work is to be completed. § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-] § 5.X Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner's informatign. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Dgcuments st all The failure not modify the Design-Build Documents unless the Owner and Design-Builder execute a 1Vlodificatiori. ,. , ~, of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to~perform the ~ , Work in accordance with the Design-Build Documents. § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to .. Regulatory Agencies as a portion of the permitting and approval process for this work. j ~ ~~• '" § 5.2 Construction 's l . § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not comrrienee prior to ~xecC►t~o~p =`' of the Design-Build Amendment. ~t ~ ~ r ~~! § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior t~ the executio ' of ~he Design-Build Amendment. However, such authorization shall not waive the Owner's right ~o reject the Design-Builder's Proposal. i v § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder's best skill and attention. 'The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques,_ sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build- ' ~, Documents give other specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine ~ ~ that such portions are in proper condition to receive subsequent Work, ~~ k ;, Maintenance of Record Drawings: The Contractor shall maintain at the worksite one ~ E i (1) record copy of the Contract Documents including approved changes in good order;and" marked"ourrently to record changes and selections made during performance of the work. A copy of submittals accepted.by the-District-shall also be maintained at the worksite. These items shall be available to the Architect and District when present at ~ AIA Document A141~"' — 2014, Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Lew anti International Treaties. Unauthorized reproduction or distribution of tills AIA~ Document, or any portion of it, may result in severe civil end criminal penalties, and will be prosecuted to the maximum extent possible wider the law. This draftwas produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (911356760) User Notes: PAPR - 004325 .~ ,~ Q the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. ~.:."` Pa•ofessional Certifications: When professional certification of performance criteria ~or materials, systems, or equipment is required by the Contract Documents, the Dishict shall be entitled to rely u~on the accuracy and completeness of such calculations and certifications. ~ x _ ~ _s Contractor's Quality Control Program: The Contractor shall institute and maintain ;throughout the contract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall~inc~ude providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). !:: ~ j 1, Compliance with Employment Laws: By entering into a Contract Agreement, the Contactor agr4es to abide by all applicable laws pertaining to employment including, by way of illustration and not limotat~on, the following: ~ j 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. Titla T of the Americans Disabilities Act of 1990, as may be amended. ~ ~ D. Equal Pay Act of 1963, as may be amended. - -~ --e. Fair Labor Standards Act, as may be amended. F. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. .,.. :..: G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended._.-•=" The Contractor shall not discriminate against any employee or applicant for employment because of race; ~~ h religion, color, sex, age, handicap, or national origin except when such condition a is .a- bona fide ~ occupational qualification reasonably necessary for normal operations of the Contractor. The, Coritraeto~,.in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Oppgrtun~fy- -: EmPtoYer." The Contractor agreel to Post in consPicuous Places ~ visible to emPtoYees and aPPlicants'°for~. employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than $10,000. .,~... j ,z ' ~, A ~ ~ `~ --.~;: '`j .• Employment Taxes and Benefits: The District shall not withhold from the contract payments`any Federal" or State income taxes, or any employment-related taxes normally withheld on the District's erriployees. 'Fur~h°er, the `~ District shall not provide any employment related insurances or other benefits such as worker's compensation for ~ the benefit of any Contractor, subcontractor or supplier employees. s7 Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced; and dedic~ted_Projcct Manager to the project and identified in E~chibit A. T'he Project Manager shall secur2 the materials of proper quality and quantity to meet the Contract Documents and manage the appropriate timing of-all—materials- ~ ~ - - E sub-contracted work, and Contractor provided labor to ensure the continual progess of the work to meet the substantial completion date. The Contractor shall not change the Project Manager identified in the,Scope-~of-WoYk (Exhibit A) or the duties and status of the Project Manager during the course of the project without approval _of the "' ~., ~~` ~.. District. Project Key Staff -- Worlcsite Superintendent(s): The Contractor shall employ a~' least one (1) full-time, ,~a ,~` competent Worksite Superintendent and, if required by the Contract Documents, aq additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scgpe 4f the project. E~chibit .' 3 A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance j 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 lrade-or-other•-- - - •°-`_ duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of AIA Document A141 T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ Document is protected by U.S. Copyrir~ht Law anti International Treaties. Unauthorized reproduction or distribution of this AIA`" Document, or any portion of it, may result in severe civil anti criminal ponaities, and will be prosecuted to the maximum extort possible umler the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004326 ~~ OSHA. Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent identified in the Scope of Work (Exhibit A) or the duties or status of same during the course of the project without approval of the District. The Worksite Superintendents) shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communicafions: The Project Manager and Worksite Superintendents) are representatives of the Design Builder and communications given to them, either orally or in writing, shall be asi~binding as if given to the Principal of the Design Builder. f 1 § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utili~ies~transportation, and other facilities and services, necessary for proper execution and completion of the Worlc, 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 substitutions only in accordance with Article 6. § 5.3.3 The Design-T3uilder shall enforce strict discipline and good order among the Design,Bulder's.emplo}~ees and other persons carrying out the Work. The Design-Builder shall not permit employmentsof unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes ,. The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-wilder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effectiv~.or merely ~ scheduled to go into effect. ~' L 1. °• ' =~ _, q j § 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure andr pay foci the~.,._ .. .• .. permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work.and Substantial Completion of the Project. "~"" •_,,,, ~ Y § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes,.ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work, ~' r § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions a't the site that ~re y (1) subsurface or otherwise concealed physical conditions that differ matuially from those nd~~cated 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 ~•ecognized as inherent in construction activities of ttie c~aracter prgvided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the O}vn~ before conditions are disturbed and in no event later than 21 days after first observance of the conditions. Tha Owner shat] promptly""' "' `"" `"i investigate such conditions and, if the Owner determines that they differ materially and cau"se..an..inccease_Rr,,. ,,.._.. ..-,._. decrease in the Design-Builder's cost of, or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determ~e„sthat the conditions at the sate are not materially different from those indicated in the Design-Build Documenfs~and that no~ ' ` '''_ change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in-writiii'g;^••~•--.,,. `y stating the reasons. If the Design-Builder disputes the Owner's determination or recommenc~~tion; the a~ ,r '~, 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 e~cistence of 5 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 PromPY tl take anY action necessa ~Y to obtain governmental authorization re9.u~red . . to ,_:.:resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for AIA Document A141TM' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U,S. Copyright Lnw and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in sEvere civil and criminal penalties, and will be prosecuted to the maximum extent possible under t!ie Iflw. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~i~es on 07/14/2076, and is not for resale. (911358760) User Notes: PAPR - 004327 ~2 adjustments in the Contract Sum and Contract Time arising fi•om the existence of such remains or features may be made as provided in Article 14. § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents (as referenced in Appendix B). Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not ba required to~employ persons or entities to whom the Design-Builder has reasonable objection. I Elementary School Allowances 3 ra _.~,__ _r.. .., . .... ....3 Descri tion Amount Furniture $1,000,000 9 . Hardware $ 250,000 Materials onl i HVAC Controls $ 500,000 i Fire Alarm S stem $ 600,000 Pla rounds $ 350,000 E ui ment and mulch onl $ 150,000 ~' S ecial Ins ections Commissioning $ 100,000 $1,000,000 OwnerContin enc Descri tion Furniture Hardware HVAC Controls Fire Alarm S stem Playground S ecial Ins ections Commissioning Owner Contin enc Middlellntermediate Sehools PER SCHOOL Amount $1,500,000 exce t Socastee Middle = $1,250,000 $ 350,000 Materials onl $ 650,000 $ 750,000 $ 150,000 Intermediate school only $ 150,000 $ 125,000 $1,500,000 exce t Socastee Middle = $1,250,000 .:, ..: .._ ,, , 1 1 ...............~ j § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site -•..,, and all required taxes, less applicable trade discounts; .2 the Design-Builder's costs for unloading and handling at the site, labor, installatiog.costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in'the ,'~ 'a, Contract Sum but not in the allowances; and .3 whenever costs are more than ar less than allowances, the Contract Sum shall be adjusted ,accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual"~ costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Build is costs under Section 5.6.2.2. ~ ~ ~ a § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances ~.,~.._ _,.. i.. ,..... requiring Owner selection. .. § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to"conlxact with anyone.., ~' f° ,`-~ '~,~ ~`~~ to whom the Design-Builder has made reasonable and timely objection. . ~ 3 V § 5.7.2 If the Design-Builder desires to change any of the personnel, Contractors or suppliers ic(entified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the r name and qualifications of the proposed new personnel, design professional, Contractor or Supplier: Tlie'Owrier`inay "-'"-` reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonab(e.object~Qn,to..:the. . AIA Document A141'"' — 2014. Copyright ~ 20D4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" ~ocumenf is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAA ❑oc~ment, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to the maximum extent possible uncierthe taw. This drattwas produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004328 ~3 proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work, The Owner may reply within ~4 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply vSithin the 14-day ~ period shall constitute notice of no reasonable objection. ___.... . ..._. . § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Bµildar, the Design-Builder shall propose another to whom the Owner has no reasonable objection. s '"~"~# § 5.8 Documents and Submittals at the Site In.addition to any Owner requirements to keep electronic project data up to date, the Design=Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with 5~tio 9.10.2 as a record of the Work as constructed. d _.. s ,.:_.~.._::...,:.::,_:,.,._ J .--.....,:-.,,,.,.-_ § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, :_,.,~, 4 ~~ codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment. "` ~ ,,. `` § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from th'e Owner or a separate ~ contractor the Design-Builder's consent to cutting or otherwise altering the Work. .,.., 4~ § 5.11 Cleaning Up - _ § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and suCplus materials from and about the Project. ~•' ~~ - •--_..~ ~ "~ .-,:x § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents; the~Owner 'may do so,:~ j t and Owner shall be entitled to reimbursement from the Design-Builder. +. 3 § 5.12 Access to Worlc ~ ~ # __ The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work i~t 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 atthe sites -- ---••— ----~-' = -§ 5.13 Construction by Owner or by Separate Contractors ~"'•- . § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 T'he Owner reserves the right to perform construction or operations related to the Projectwith the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the sate, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owns shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder clams4that delay or ~ additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided ~ _ ._.~._ _.., ....,....~ .. _:.__ _. . , , . ..... ._ in Article 14. i AIA Document A141T" — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is ~~rotocted by U.S. Capyriyht Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion oP it, may result in severe civil and criminal penalties, and will be prosecuted Eo the maximum extent possible under the law. This drakwss produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not fa resale. (911356760) User Notes: PAPR - 004329 , 14 § 5.13.1.2 When separate contracts are awarded for different portions of tha Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The 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, r separate contractors and the Owner until subsequently revised. § 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner.'s own forces or separate contractors, the Q'wner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contract. § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents~ 5 § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or asep~rate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare`a written ~epdrt to the Owner, identifying apparent discrepancies or defects in the construction or operations bey the Ow~rer'o'`r separate'-' contractor that would render it unsuitable for proper execution and results of the Design-Builder°s. Wo►•k. failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable. § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner and other-contractor(s), respectively, incur because of the Design-Builder's delays, improperly timedact~vities,or defecti~e ~ construction, a i damage Design-Builder wrongfully causes to the completed or., shall promptly remedy § 5.14.4 T'he Design-Builder partially completed construction or to property of the Owner or separate contractors as provided in Section"10:2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in,,. Section 5.10. :~` ~~, r ~ ~~`~ ` § 5.15 Owner's Right to Cfean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the espsonsibility under:.tleir respective contracts for maintaining the premises and surrounding area free from waste materials and cubbish,~the # 1 ~ Owner may clean up acid will allocate the cost among those responsible, ARTICLE 6 CHANGES IN THE WORK i _..,_:,..._ r.~..,_,.._..~._..,_,......,..._..:...,... ..._. _. § 6.1 General Contract, and without invalidating the § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and,elsewhere in,:,~ ;~,. '"' the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder.:The Owner may t` 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-wild Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order?or change Directive. `~~ '~ ~i` Sg ! AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, pr any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum e~ctent possible under the law. This draftwas produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which e~ires on 07H4/2016, and is not for resale. (911356760) User Notes: PAPR - 004330 c ~r J § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation; and .3 The extent of the adjustment, if any, in the Contract Time. § 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 DesignfiBuild-Amendment; the - -----~ --- 3 adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Confract, 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 Des~gn-Build Amendment, the adjushnent in the Design-Builder's compensation, and Contract Time being adjusted accordingly. 3 § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of ~ Change Order: § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution o£the Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustlnenit shall be based on one of the following methods: ~ ~ ' .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient°substantiating'data to ~.,.: permit evaluation; .,.. .. . .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 6.3.7. ,.,. ...: ; § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon;- and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-.~uil~er, the applicable unit prices shall be equitably adjusted. _ - `~ § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work ._,, . } ";; involved and advise the Owner of the Design-Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compens~fion, or Con~r~ct Time:"" § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement there`Witl ` including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendr~nen~, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement Shall be effective immediately and shall be recorded as a Changa Order. j J 3 § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for a;ljustment in the Contract -; Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the-Design-Builder's- - ~-compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an,amountfor-- __. overhead and profit as set forth in the Ageement, or if no such amount is set forth in the Ageement, a reasonable ,. amount. In such case, and also under Section 6,3.3.3, the Design-Builder shall keep and present, in.:suoh~form as the •... '`,~ Owner may prescribe, an itemized accounting together with appropriate supporting data. Ugless,otherwise provided '` ~i ~; in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limitedj~to the following: s ~ '! Additional costs of professional services; .X .2 Costs of labor, including social security, unemployment insurance, fringe bepefi~s required by 1 s~ ~ @ agreement or custom, and workers' compensation insurance; Costs of materials, supplies and equipment, including cost of transportation,;whether incorporated ar " .3 _,__ ,,., ~.. consumed; AIA Document A141 TM — 2D7A. Copyright m 2004 and 2014 by The American Institute of Architects. Ail sights"reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law Ancl International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to the maximum extent possiWle under the taw. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_t wh(ch expires on 07!14/2016, and is not for resale. (911356760) User Notes: PAPR - 004331 ~6 .4 .5 .6 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-Builder or others; Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Wo►•k; provided that costs of premiums, permits, and taxes that are based on marginal additions to an existing sum or quantity may all be reasonably estimated subject to correction at the time of Final Payment or other agreed time when the actual costs of the marginal additions can be determined or mutually agreed upon; and Additional costs of supervision and field office personnel directly attributable tothe change. Allowable Overhead and Profit Charges: Additional overhead and profit attributable;to thechange in` contract pricing shall not exceed the following: ---- ----A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of awa►•d. ~ ~ B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%0) of the allowable direct t„ ...-,; costs. C. For work performed by a subcontractor, overhead and profit of a maximum of fiv~'p~ricent (5%) is t ? ~" " allowable by the Contractor for administration 'of the sub-contract. r Retainage: The District requires a retainage of three and one-half percent (3.5%) of the t tal contract price,3as may be amended by any approved Change Order, to be withheld from the Contractor's paymen s th1•oughout t~e tgrm of the Contract Ag~•eement and payable at the time of final payment after a) full completion o~ all work to ba performed and all requirements established in the ContractAgreement and acceptance by the District, b) submittal"of a114 " - ~ ~ °"-~'-~" closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested tty,the„Distr ct,_for ,:::, .: :.__.__~ every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and one-half percent (3.5%) shall be retained from .the progress payments of any subcontractor by the Confractor until final completion of that portiod' `` of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work'` regardless of timing during the contract is mandatory. The Contractor shill, at final completion; ensure:no, amount of the Contractor's retained funds is allocable to the completed and accepted wo ~lc of any ~"~ sabcontractor nor to materials or equipment purchased from any supplier unless such amougts are in d~spuite and the Contractor bas not requested payment for such disputed amounts to date. Such .amounts in,dis~ute shall be identified on the Contractor's affidavit of payment of debts/claimssnbmitted with f nal documents. ~_,. a § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results` ,.. in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figuredjon the basis'of net ~~ "`"~,,, ,,, increase, if any, with respect to that change. ~~` ;, ~ § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment' The Owner will make an interim determination for purposes of certification for payment for those costs dee~nec~ to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior tp execution of the Design-Build Amendment, the Design-Builder's compensation, on.the same basis as a Change Order, subject to the '- ~ --~•_ — =° - ---right ofDesign-Builder to disagree and assert a Claim in accordance with Article 14. - ~~ § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in-the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Bu~ldcr's compensation's"'•~A and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective ~ ~` immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. F ~ ARTICLE 7 OWNER'S RESPONSIBILITIES ~ 7.1 Genewal ~ § 7.1.1 The Owner shall designate in writing a representative who shall have express autho(~ity to bind the Owner `' ~.~ ? ,,~ .::. with respect to all Project matters requiring the Owner's approval or authorization. ~ 7 AIA Document A141*^' — 2014. Copyright ~ 2004 and 2014 by Tha American Institute of Architec(s. All rights reserved. WARNING: This AIA`" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possiNle under the law. This draft was produced by AIA software al 14:33:55 on 08/18/2015 under Order No,o239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004332 j ~ ,~ ~7 § 7.1.2 The Owne►• shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner, The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give. notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 Information and Services Required of the Owner § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with reasonable promptness. E ,,.. § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required by the Design=Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations - -.- - -- S conducted for the Project involving structural or mechanical systems; chemical, air and wafer pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner's control. "! § 7.2.3 The Owner shall promptly obtain easements and legal authorizations or entitlements regarding sits utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing land development, zonipg, and otter ~ermits, licenses and inspections. "',. "'~~" ~' ~ "' "~ ` '~ § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the conh•ary, ..in "' writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no eyenY'sfiall _ the Design-Builder be relieved of its responsibility to exercise proper precautions relating to ,,:,. the safe"p erformance ,. s of .,.-^ the Work. r ~ i ~. ~ § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or-non-conformity with ~`i ~. the Design-Build Documents, the Owner shall give prompt written notice thereofto the Design-Builder.,,_ ,;, § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the`"° -. Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Proposal s "` ., ,., ' ',.;•` ~: § 7.2.8 Except.as otherwise provided in the Design-Build Documents or when direct communications have b~en``~ specially authorized, the Owner shall communicate through the Design-Builder with persons or~entities employed or ~ 3 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 a~onsultants 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~speeify-the services= - --required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests,:and-necessary.....,, " •.•_.. operations for anticipating subsoil conditions. The services of geotechnical engineers) or other;consultants shall ..,, include preparation and submission of all appropriate reports and professional recommendations § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. s 3 z § 7.3 Submittals ~ 4 § 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 detail's, suc}iasdimensions and quantities; or for substantiating instructions for installation or performance of equipment_or systems;.or-,for:.:_ .. . determining that the Submittals are in conformance with the Design-Build Documents, all of which remain the AIA Document A141 T'" — 2014. Copyright m 2004 and 2D14 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduc4ion or dfstrilx~tion of this AIA"0 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximurn oxtenf possible unclerthe lew. This draft was produced by AIA software at 14:33:55 on 08!18/2075 under Order No.0239586208_1 which e~ires on 07/14!2018, and is not far resale. (911356760) User Notes: PAPR - 004333 ~g 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 approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design-Builder ofthe obligations under Sections 3.1.1 l; 3.1.12, and 5.2.3. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques; sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembl}~ of which the item is a component. § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owne or its designee shally` 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, teehniyues, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design=Builder's rights and s 'j~ }':~ ~~~ responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the V~ork in accordapce swith the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors;+ or their agents or "-' ^ employees, or any other persons or entities performing portions of the Work for the Design;Builder:' a § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed, However, neither this authority of the Owner nor a decision made in~~ good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the'Owner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers„their agents: or 3 ~ } employees, or other persons or entities performing portions of the Work. Y § 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance~with Section 9.8 and the __ ~~ '~,..„ date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work IftheDesign-Builder fails to correct Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11,2 or persistently fails to carry out Work in accordance with:theDesign-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion ... thereof, ~: until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give ,::: rise to a duty on the part of tha Owner to exercise this right for the benefit of the Design-Buildg°r or any ot~er~person or entity, except to the extent required by Section 5.13.1.3. s ? ~ i § 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 Des~gnaBuild__Documepts ~ and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to-other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such • - -.._,_ "~ deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. For Work on.the critical path to beneficial .oebupancy oft}te .., ~" ~ Project (or defined component thereofl the ten-day period referenced herein is reduced to five (5;) days during the 7~~ Y 60 days prior to substantial completion as shown on the last schedule properly submitted urider~§ 3.1.9. i ARTICLE 8 TIME ~ 8.1 Progress and Completion """ § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By ezecufirig the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for-_performing: the Work. g ,_ .-.~ AIA Document A147 T"' — 2014. Copyright ~ 2D04 and 2014 by The American Institute of Architects. All rights reserved, WARNING: This AIA"' Document is protected by U.S. Copyright Law and Internotional Treaties. Unauthorized reproduction or distribution of tills AIA~~ Document, or any portion of if, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the Iaw. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Ordar No.0239586208_1 which e~ires on 07!14/2016, end Is not for resale. (911356760) User Notes; PAPR - 004334 ~g § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract. § 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall Completion within the Contract Time, § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMl'L TIN OF THE, WORK. -3 The Owner and the Contractor agree that time is of the essence and that the Owner will suffer stgnificant-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 o~athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to comingling of project workers with additional persons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption pf the teaching and learning process due to project activities during the academic terns; moving equipment during t~e acaderriic term when students and full staff are present; harm to the Owner's reputation and established goodwill among $he b community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; t~isruption and inefficiency of the management of all the Owner's facilities and other current construceion projects-- The" • =; measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as. follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Work is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500` , ._ .;•-,.-~ .;•..will be due from the.Design-Builder to the Owner. .:-3 _ ~ j § 8.2 Delays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Worlc by an act ori~ ,i neglect of the Owner or of a consultant or separate contractor employed by the Owner; or liy°ehanges`ordered pit the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties oi~ other causes '~.,,, beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and bindingdispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended • -_;,. by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Art►cIe 14 ' j `` ~'~"_, ~ (Pmagraph deleted) ~ s `, ~.~ ~ § 8.2.3 Weather Decays: When adverse weather conditions are the basis for a request for tadditional time, such' request shall be documented by data substantiating the weather conditions a) were abnorm~l fo'~ a period of tir~iie which could not have been reasonably anticipated; b) had an adverse effect on the work sched~led, and alternate work unaf~'ected by the weather could not have been done; and c) had an adverse effect on ~he ~onstructio~ sc~►edule _ T such that the loss of work time will adversely impact the established completion date. The Contractor must make °~every effort to mitigate the potential effect of the weather on the construction schedule including;-but not limited to; rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and submitted to-the.,.._., District for approval within ten (10) days from the end ofthe event causing the impact on the construction schedule. '`'• An extension of time not requested within the appropriate time period shall not be considered:' The-approved ``°•~., ` ;' '`~~ s extension of time shall be incorporated in the next Change Order. s' ~~ ~ '~ §,8.2.4 Anticipated Weather Delays: A total of five (5) days per calendar month (non-ct~mu~ative) shall be `• s anticipated by the Contractor as "adverse weather," and such time shall not be considered j stification for an t extension of time. Such anticipated adverse weather days are established only for normall~ sc~►eduled work days, excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions ~n ttio§e 'days'ar"e~sever'e'"` enough to impact the scheduled work on the following work day. If adverse weather days beyond the..five.(5). days -...:. _:..-__ .$ anticipated are substantiated and the Contractor could not mitigate the impact of the additional adverse weather AIA Document A141 *" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distriUution of this AIA'' ~ooumenf, or any portion pf it, may result in severe civil flnci criminal penalties, and will be prosecuted to the maximum extent possiWle under the law. This draft was produced byAlA software at 14:33;55 on 08/1812015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004335 20 days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction schedule and only to the extent of one (1) full day of extended tirne for each full working day of adverse weather conditions which prevented aforty-hour work week within a seven (7) day calendar week. A request for adverse weather extension shall not be allowed after the date established for substantial completion. ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract. Sum The Contract Sum is stated in the Design-Build Amendment. x § 9.2 Schedule of Values y 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 potions 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. ~ s ~ ' § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the DesignBui~der shall s~ubrrlit to the Owner an itemized Application for Payment for completed potions of the Work. The application shal.X be notarized, if required, and supported by data substantiating the Design-Builder's right to pa~rrient as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and ma~eri~l suppliers, and shall `°' ` " ' "" `-' " ~ "„-° reflect retainage if provided for in the Design-Build Documents. i § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of ~" changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Worlc for which the 'j ~ 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 Worlc has been performed by others whom j `''->-: "" •-~ . ~ the Design-Builder intends to pay. ,~ § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If - ._ ~` ' approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off ' ~~ the site at a location ageed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish-the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and sh~ll'include the cpsts of applicable insurance, storage and transportation to the site for such materials and § 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design~Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for_ Paymentthave been_„ ~ ^€ previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances• in•favor-of the•- • - -- - - --- --Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. ~" § 9.4 Certificates for Payment The Owner shall, within twenty-one days after receipt of the Design-Builder's Application for Payment, issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is pr~pe~'ly due, and notify the Design-Builder in writing of the Owner's reasons for.withholding eertification in whole or ~n part as provided in Section 9.5.1. § 9.5 Decisions to Withhold CertificaNan § 9.5.1 Tl~e Owner may withhold a Certificate for Payment In whole or in part to the extent~reasonably.necessary-to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the AIA Document A141 T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~1' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIAa Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This drak was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~iras on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004336 2,~ Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the, whole or a part of a Certificate for Payment previously issued to such extent as may be pecessary to protect the Owner from loss for which the Design-Builder is responsible because of t s defective Work, including design and construction, not remedied; .1 .2 third party claims filed or reasonable evidence indicating probable filing of such~claims unless ~ "' ~ " "` ` "" ~-"~~' ~ " ~" security acceptable to the Owner is provided by the Design-Builder; .3 failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors:or - -- •- -' others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Tune, and that the unpaid balance would not be adequate to cover actual or liquidated damagesfor:the anticipated delay; .7 repeated or substantial failure to carry out the Work in accordance with the I~?esign-Build Documents, § 9.5.2 When the above reasons for withholding certification are removed, certification wil~ be made for amounts previously withheld. ~ ~ :u~ 4 § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner m~y,,,a~, ts.sole option,. . ...,. issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. ..., ,,.. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment v► the manner and 3 within the time provided in the Design-Build Documents. ''` _ 6 § 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 fime 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 ~~ ,:< ageement with each Architect, Consultant, Contractor; and other person or entity providing~`seryi~es ot"work f~pr the ,-Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing servlces'•or .: work for the Design-Builder to make payments to subconsulfants and subcontractors in a similar manner. § 9.6.3 T'he Owner will, on request and if practicable, furnish to the Architect, a Consultant; Contractor, o~ other person or entity providing services or work for the Design-Builder, information regarding 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 setvices~or worle-for the °---- - - -~~ Design-Builder. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has , properly paid the Architect, Consultants, Contractors, or other person or entity providing serytces or work for the ' ~•--, ~l =•x Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shill have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor',: § 9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that '" "' provided in Sections 9.6.2, 9.6.3 and 9.6.4. s AIA Document A141TM'— 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA"' ~ocumenf is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil encl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 06/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (811356760) User Notes: PAPR - 004337 22 § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. (Paragraph deleted) § 9.7 Failure of Payment j- ~ a If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, Vyithin the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional'days' written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Desi~n-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build D~u~ents:-.-.---~-- — - . ----- :-------§ 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can' occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Ownefi 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 ~ a separately, is substantially complete, the Design-Builder shall prepare and submit to the O : Hera an occupancy~permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to b~ completed or; corrected prior to final payment, Failure to include an item on such list does not alter the re,~sporis►bility of the" Design-Builder to complete all Work in accordance with the Design-Build Documents. ~.::,, , ._. . .,:_. . , _,.,,,. ,_ . ,... . § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to determine whether the ~, Work or designated portion thereof is substantially complete. If the Owner's inspection discloses any item, whether " or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build;.. - ` Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use; the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. Tn such case, the Design-Builder shall then submit a request , _ for'another inspeetio~} ~ :,. _ ' "`°=.,_ _ I a by the Owner to determine Substantial Completion. a ~.. § 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and ~`°'~••:.,_, Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance"' ~-•,.,~ following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design• the Owner's signature an occupancy permit issued by the South Carolina Office of School Certificate of Substantial Completion that shall, upon the Owner's signature, establish the ~ Completion; establish responsibilities of the Owner and Design-Builder for security, maint damage to the Work and insurance; and fix the time within which the Design-Builder shall accompanying the Certificate. Warranties required by the Design-Build Documents shall c~ Substantial Completion of the Work or designated portion thereof unless otherwise provide Substantial Completion. will ce, heat, utilities " .h all item on.the list ence on the date of the Certificateof, § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner's acceptance, and consent ofsurety,,, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment Design=Build shall be adjusted for Work that is incomplete or not in accordance with the requirements of the j. Documents. r ,'s y 8 t § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Wot~k at any stage when ~; such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized bypublic -`" —`- ~' authorities having jurisdiction over the Project, Such partial occupancy or use may commetice whether:ornotthe.~.. _. _ :_. portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the AIA Document A141 T" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved, WARNING: Thls AIA"' Doeument is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AI AA Document, or any portion of it, mAy rusuit in severe civil anti criminal penalties, and will Ise prosecuted to the maximum extent possible undor the law. This draft was produced byAfA software at 14:33:55 on 08118/2015 under Order No.0239586206 1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004338 23 responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the O~ner, and Design-Builder. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Buiider ~ha(1 jointly inspect the Work, area to be occupied or portion of the Work to be used in order to determine and record the condition.:,:of the _._.. _ .. S § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Dpcuments. Y ~ y § 9.10 Fiaal Completion and Final Payment § 9.I0.1~ Upon receipt of the Design-Builder's written notice that the Work is ready for final`'irispection and acceptance and upon receipt of a final Application for Payment, the Owner will pronnptly maka~ such inspection. When the Owner.finds the Work acceptable under the Design-Build Documents and the Co~tract fully performed, ~ the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. I § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Buitiler submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and o}her$indebtedness connected with the Work, for which the Owner or the Owner's property might be responsiU",le or encumbered'(less - '°amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that.insurance_ __ __ ,.,.._ required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover :.::;.r:.: .,. i ,~ the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment, (5) ' as-constructed record copy of the Construction Documents marked to indicate field changes and selections rriade during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals,,and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such'as receipts;"or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contrac~, to the extent and in person oz ,. such form as may be designated by the Owner. If an Architect, a Consultant, or a Contracto`c, or other _ entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required. by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such.]iens,f~"`' "' '• ~ claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains ~ " unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner maybe compelled to pay in discharging such liens, claims, security interests, or encumbrances, including.all-costs and a reasonable attorneys' fees. ;~. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially de~ayed thu~ot~gh h`o faulf of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon ~pplieation by tl~e Design-Builder, and without terminating the Contract, make payment of the balance!dues for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully compl~ted~ or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished] the written consent of surety to payment of the balance due for that portion of the Work fully completed and acceptedshall be submitted -•~ by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms~and - -• conditions governing final payment, except that it shall not constitute a waiver of claims. .. .. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from "' >.; `' .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; `' ~~~"~ .2 failure of the Work to comply with the requirements of the Design-Build Do~t~ments; ~ ~~ .3 terms of special warranties required by the Design-Build Documents; `{ s post,occupancy services to be provided by or through the Design-Builder. f .4 ~, ~ § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of clamsby the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled of-the time -__ _. _, . ~,,, _- . -.of final Application for Payment. _: AIA Document A141 T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'' Documont is protected by U.S. Copyright Law and Internatipnal Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, arc! will bo prosecuted to the maximum extent possible unclor tlue law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208 1 which expires on 07/14/2018, and is not for resale. (911356760) User Notes: PAPR - 004339 24 >_e :. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property s --• § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to .l employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Design-Builder or the Architect, Consultants on--=--•---~-: --,.-- _ Contractors, or other person ox entity providing services or work for the DesignBuilder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, wallcs,~pavements, roadways, or structures and utilities not designated for removal, relocation o~ replacement in the course of construction. § 10.2.2 The Design-$udder shall comply with, and give notices required by, applicable lapvs, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of p0:rsons or property,„or i t their protection from damage, injury or loss. j y i t i § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting'danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and usersof adjacent sites_atxd utilities of the safeguards and protections. -"—~ ,<_~ _ § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are...:-:necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such activities under supervision.of properly qualified personnel r .. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage o5 loss insured under property insurance required by the Design-Build Documents) to property referred to in Sect7ons.,10,2. f:2 and 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which tl~e Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to acts or omissions of the Owner, ox anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations ,• '~~ ~ of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.114: ~, ,..:. -~..._ 10.2.6 The Desi Builder shall deli nate a res onsible member of the Desi Builder's or anization~'at ttie site '~~ whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superintendent~nless`~ ~a ~ ] 'fi otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party„s.legally--•--:_...,,, responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a "°~, reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the ott►er~ ~.,. ~~ ,~ party to investigate the matter, ~, j ~'i s ~ § 10.3 Hazardous Materials j § 10.3.1 The Design-Builder is responsible for compliance with any requirements included tin the Design-Build Documents regarding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequateFto prevent foreseeable ""`bodily injury or death to persons resulting from a material or substance, including but not limited to. asbestos-or- --.... .. . .... .., polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon AIA Document A141 *"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright law anti International Troaties. Unauthorized reproduction or distribution of this AIA~ Documont, or any portion of rt, may result in severe civil and crim(nal penalties, and will be prosecuted to tite maximum extent possible wider the law. This draft was produced by AIA software at 14:33:55 on 08/1812015 under Order No.0239586208_1 which e~ires on 07M4/2016, and is not for resale. (911358760) User Notes: PAPR - 004340 2r J recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless.aUn~ess otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence ~f such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Desi~n-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Buildex has-an-objection to a- person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work inFthe affected area shall resume upon written agreement of the Owner and Design-Builder, By Change Order, the Cpntract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design=Builder's reasonable additional costs of shut-down, delay and start-up. ""~ § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless tf eDesign-$under, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance.of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as:described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expenseis ' ` ""'~""`"- ~"-~ attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property.(other ,., _._. ~ than the Work itsel fl, except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. ~ ''~ _..,....a § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design-Builder ,.:-~-"` brings to the site unless such materials or substances are required by the Owner's Criteria. The Owner shall be; y responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-Butider's ~ ~.,. °; fault or negligence in the use and handling of such materials or substances. i § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1)-for ~ ~ ` 1 remediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) where the " ' •-,~.,, Design-Builder fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense `' ';; are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held agency for the cost of remediation of a hazardous material or substance solely by reason of x required by the Design-Build Documents, the Ownec shall indemnify the Design-Builder fot thereby incurred. 3 ~ ~ § 1Q.4 Emergencies In an emergency affecting safety of persons or property, the Design-Buiider shall act, at the'. Design Build r's, discretion, to prevent threatened damage, injury or loss. } ARTICLE ll UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work • ~ ~ ~ •---• '••.:, The Owner may request to examine a portion of the Work that the Design-Builder has covered to determine if the Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with tl"e• , °`-~ Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust`the Contract Time ~~`•~ ~~ ~~ and Contract Sum, as appropriate. If such Work is not in accordance with the Design-BuildjDor~'uments, the costs of uncovering and correcting the Work shall be at the Design-Builder's expense and the Design-Builder shall not be s entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in be adjusted as .' ;1 which event the Owner shall be responsible for payment of such costs and the Contract Ti e will f _._.. , ~._ _.-._ . _.. .. appropriate. v ~ i AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This Al/i" Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIAQO Document, or any poAion of it, may result in sevore civil and criminal penalties, and will be prosecuted Eo the maximum extent possihle under the law. This draft was produced by AAA software at 14:33:55 on 06/18/2015 undar Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (911356760) User Notes: PAPR - 004341 z6 § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-13ui(der shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and ~ { compensation were made necessary thereby, shall be at the Design-Builder's expense. ~ i § 11.2.2 After Substantial Completion _.-. § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within tWo years after fYe date of ~f Substantial Completion of the Work or designated portion thereof or after the date for eomt}►encement-ofwarranties - -- - --' established under Section 9.9.1, or by terms of an applicable special warranty required by the Design-Build Documents, any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the two-year period for .Correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to~make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after~recvipt of notice from the Owner, the Owner may correct it in accordance with Section 7,9. ; j' "" '§ 11.2.2.2 The two-year period for correction of Work shall be extended with respect to portioris'of Work first° -' ' performed after Substantial Completion by the period of time between Substantial Completion andthe actual__,_,_.__:,_,:. .:.:, ..~x completion of that portion of the Work. § 11.2.2.3 The twayear period for correction of Work shall not be extended by corrective Work performed by the "`` .. Design-Builder pursuant to this Section 11.2. ~` ± '' § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the 4 requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted _, ,. _ by the Owner. _. ..... ~ § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner.gr ,, •,. "` -"-,::.., separate contractors, whether completed or partially competed, caused by the Design-Builder's correction or "'' removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section i 1.2 shall be construed to establish a period of litr~itahon with r''e~pect to "' other obligations the Design-Builder has under the Design-Build Documents. ~stablishmen~'of the two' year~perrod for correction of Work as described in Section 11.2.2 relates only to the specific obligation,'`of the Design= ui9der to'`~ , ~-Build correct the Work, and has no relationship to the time within which the obligation to compl}; with the Desi$~ Documents maY be sought to be enforced, nor to the time within which Proceedings maY be~ cmmenced Y~ establish , the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to co~reet the Work. _. ,,...,.., ,.:... ~_:r.~..__... , _, Z `• -~ •---- ----~ § 11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not irr accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Conhact Sum will be - -.:..:.._ .. reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been ~`a h, made. Acceptance of Nonconforming Work may only be evidenced by written agreement specifying the ~ ~'=-, } nonconformity and the Owner's informed consent to accept it. Nonconforming Work shall~not.become accepted ~ ;+~ Work by inaction or implication. 4 ~ ; { j ~ 3 AR~'ICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contactors; and any other ~`~-'-'person or entity providing services or work for any of them, shall be deemed the authors and..owners:of:their.. _,.__ . __ _~ ,_._ ___ respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, AIA Document A141T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will Ue prosecuted to the maximum extent possible under the law. This drakwas produced by AIA software at 14:33:55 on 08/18!2015 under Ordar No.0239586208_1 which e~ires on 07/74/2016, and is not for resale. (971358780) User Notes: PAPR - 004342 27 G :, t' statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of S information, the transmitting party is the copyright owner of such information or has pf owner to transmit such information for its use on the Project. any other from the copyright § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limiter non-exclusive license to use the Instruments of Service solely and exclusively for purpose. maintaining, altering and adding to the Project, provided that the Owner substantially perfr including prompt payment of all sums when due, under the Design-Build Documents. The section permits the Owner to authorize its consultants and separate contractors to reproduc the Instruments of Service solely and exclusively for use in performing services or conshv irrevocali'le"an d >f constructing; using;----msits obligations, cerise granted under this apjlicable portions of iofi for the Project. § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consu anti's, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 2.'~'he Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner n t~e event tlis Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive sense solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project,lprovided That the Owner (1) agrees to pay to the Architect, Consultant or Contractor all amounts due, and (2)provide'the°Archi'tect; '" ~---'~ ,' Consultant or Contractor with the Owner's written agreement to indemnify and hold harmless. the Architect,... _ , . ___ Consultant or Contractor from all costs and expenses, including the cost of defense, related to claims and causes of ° "`' action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's alteration ~ or use of the Instruments of Service. § 12.3.2 Tn the event the Owner alters the Instruments of Service without the author's written authorization or usesi the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the t i Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services_. or work for any of them, from all claims and causes of action arising from or related to such uses. The terms of tliis Seciior ,,.. 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections x`3':1,4,or 13:2.2. ~,. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the.I?.esign-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and .-~'" cause for termination or, at the Design-Builder's option, cause for suspension of performance of seivices,under,~tlis Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seYen days' ~yritt~n __notice to the Owner before suspending the Work. In the event of a suspension of the Work,the'Design-Byilder.:sFiall have no liability to the Owner for delay or damage caused by the suspension of the Work. $efgre resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensatioj~ for, and t~me'to a complete, the remaining Work shall be equitably adjusted. "';" § 13.1Z If the Owner,suspends the Project, the Design-Builder shall be compensated for the Work performed prior expenses.. to notice of such suspension. When the Project is resumed, the Design-Builder shall be compensatecl.,for• _..: incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder'~S~compensation for, ,...,,, and time to complete, the remaining Work shalt be equitably adjusted. ''~:, j~~ !, § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other ~ian the fault of the Design-Builder, the Design-Builder may terminate this Agreement by giving not less than s~eve~ days' written notice. ~ ~. S }'f~ ~y j § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written inotice should the otlier party fail substantially to perform in accordance with the terms of this Agreement through no fault-of:the patty-,--.initiating the termination. AIA Document A141'"' — 2014. Copyright ~ 2004 and 2074 by The American Institute of Architects. All rights reserved. WARNING: This AIA' ~o¢ument is protected by U.S. Copyright Law anti lnEernatianal Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal pen~ities, and will be prosecuted to tiie maximum extent possible under tho law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14!2016, and fs not for resale. (911356760) User Notes: PAPR - 004343 ~ 28 § 13.1.5 The Owc~er may terminate this Agreement upon not less than seven days' written notice to the Design-Builder for the Owner's convenience and without cause. § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination and any other expenses directly attributable to termination for which the Desig~t-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. --..— § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment -..-.-.,...... .,..._ . ..,..:....,_,~_,_,.._...,_,. , r § 13.2.1 Termination by the Design-Builder ' § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contra~tor,~or their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect conU•act with f" " the Design-Builder, for any of the following reasons: Issuance of an order of a court or other public authority having jurisdiction t~iaY'requires all Work to .1 be stopped; .2 An act of government, such as a declaration of national emergency that requ~res 3a11 Work to be stopped; ~ j .3 Because the Owner has not issued a Certificate for Payment and has not noti.~ied~the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner I~as not made payment on a Certificate for Payment within the time stated in the Design£Build=Documents; •or ' ` ' -? .4 The Owner has failed to furnish to the Design-Builder promptly, upon the D'es)gn-Builder's request,...:_ _., reasonable evidence as required by Section 7.2.7. •; § 13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault of the Design-Builder, the >.. '` Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions; delays,or~ interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in tl~e aggregate°more t~anr 100 percent of the total number of days scheduled for completion, or 120 days in any 365-c~ay period, whichevS r is less. t $ ,..ti ..s 1 § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Buildar may, upon:seven "` -..... days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed;`° --..,,. including reasonable overhead and profit on that executed Work, and costs incurred by reason of such termination. ,.. ~ <~ § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days, through no act or fault of the Design=Builder_Dr ' any other persons or entities performing portions of the Work under contract with the Design-Builder liecau~e the Owner has repeatedly failed to fulfill the Owner's obligations under the Design-Build Doc "meats with respeef~to; ~' matters important to the progress of the Work, the Design-Builder may, upon seven additional days' writt~n notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 1 2.~3. 8 ' 13.2.2 Termination b the Owner For Cause } § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder fails to submit the Proposal by the date required by this Agreement, or if no date is indicated wrthima.l reasonabletime consistent with the date of Substantial Completion; repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants;--r~----•- --.-.. .., .2 Contractors, or workers or proper materials; ~, .3 fails to make payment to the Architect, Consultants, or Contractors for services; materials or labor in-..~ ~ ~~~f ~ accordance with their respective agreements with the Design-Builder; ~'3 .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and ~egu~ations, or lawful ~ a orders of a public authority; or I .5 is otherwise guilty of substantial breach of a provision of the Design-Build Doc~ments. ~ = § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any otter riglits or remcdics of the Owner and after giving the Design-Builder anal the Design-Builder's surety, if any, seven days'_written.notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety: AIA Document A141T" — 2014, Copyright O 2004 end 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' ~oGumont is protected by U.S. Copyright Law and InEernational Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Th(s draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_i which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004344 29 .1 Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Design-Builder; .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Design-Builder, the Owner shall furnish to the Design-Builder•a-detailed accounting of the costs incurred by the Owner in finishing the Work. i § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section13.2.2.1, the s.~.,._, . .._...,.,,.._ _ .,---_ .. . . _ Design-Builder shall not be entitled to receive further payment until the Work is finished. __.__:_...._._.,T,__,,. _.. ......... .... t § X3.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work acid o~her damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. ~'he obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. y `-"-"t § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the ~ ~ ~ r Work in whole or in part for such period of time as the Owner may determine. } ~ a § 13.2.3.2 The Coiztract Sum and Contract Tine shall be adjusted for increases in the cost and time caused by" "- -'` °"' y suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum_shall include ,. _ __ ...,.__ i profit. No adjustment shall be made to the extent ,; that performance is, was or would have been so suspended, delayed or interrupted by another cause .1 for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract.., .. _. . •i § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and`;without cause'. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design-Builder shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, _ ,.. , .3 except for Work directed to be performed prior to the effective date of termination stated iri'the notice, terminate all existing Project agreements, including agreements with tie Architect,, t Consultants, Contractors, and purchase orders, and enter into no further Project agreements arid" purchase orders. ~ ~ ; ~, 3 ~~_§ 13.2.4.31n case of such termination for the Owner's convenience, the Design-Builder shall be entitled tq receive a ment for Work executed and costs incurred b reason of such termination. s ~-- • - •~~~m•-~ ~— --' ARTICLE 14 CLAIMS AND DbSPUTE RESOLUTION § 14.1 Claims § 14.1.1 Aefinition. A. Claim is a demand or assertion by one of the parties seeking, as a matter of rights paymentof money, or other relief with respect to the terms of the Contract. The term "Claim" also includes;:other disputes and ' "' ~.. ` matters in question between the Owner and Design-Builder arising out of or relating to the C,dntract=Tiie ~ ~~'`~ ~'~~ `~'_ responsibility to substantiate Claims shall rest with the party making the Claim. 4 § 14.1.2 Tine Limits on Claims. The Owner and Design-Builder shall commence all claims aid causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of o~ related to the Contract within the time in accordance with the requirements of the binding dispute resolution method selected in S~ction 1.3, _ ...-._., _, _ _ . . ..___.. _ period specified by law. k s . AIA Document A141 T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Th)s AIA"' Document is protected by U.S. Capyriyht Law and Intornafional Treaties. Unauthorized reproAuctian or distribu4iun of this AIA`~ Document, or any portion of it, may result in severe civil nnci criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order Na.0239566208_1 which e~irea on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004345 30 § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Finni Payment. Prior to Final Payment, Claims by either the Owner or Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the 0yvner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated by prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and the Ini~ial Decision requirement as a•condition precedent to mediation in Section 14.2.1 shall not apply. S ~1 § 14.1A Continuing Contract Performance. Pending final resolution of a Claim, except ~s otherwise agreed m writing or as provided in Section 9.7 and Article 13; the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-B~ild Documents. § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for ari'iricrease in the Contract Sum, written notice as provided herein shall he given before proceeding to execute the portyon of the Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or pi`operty arising under Section 10.4. ~ ~ s i § 14.1.6 Claims for Additional Time '; § 14,1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, ~ritten notice as ; provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost and'ofprobableeffect of delay on progress of the Work. In the case of a continuing delay, only one Claim is nece~sary :.:: _. __ _._. ,._, _. : _, .._ _~ § 14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have::been reasonably anticipated, and had an adverse effect on the scheduled construction. 3 .... `~ § 14.1.7 Claims for Consequential Damages "" _ ..- ° ; The Design-Builder and Owner waive Claims against each other for consequential damage arising.,out of or relating `''---,.,, _ `' ,. 4 to this Contract. This mutual waiver includes ?,. .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit;-financing; ,, business and reputation, and for loss of management or employee productivity or of the services.pf such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses o£ financing, business and reputation, and for loss-of profit except anticipated profit arising directly from the Work and otherwise available under this '`~., Agreement, f~ '`~ ~~,^ This mutual waiver is applicable, without limitation, to all consequential damages due to eiXhe~ party's te►tnination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to prelude an award~of liquidated damages, when applicable, in accordance with the requirements of the Design-Biaild;Documents. ~ j j ,;; ;; § 14.2 Initial Decision - ~-, -~ § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between°the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10:3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2,10 of Exhibit B to this Agreement, unless 30 days have- ,. . ., _ passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed ~~'`~•, ,.~-°"' in writing, the Owner shall render the initial decision on Claims. ~ ~s § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14}1.3.1. Thereafter, the . Owner shall render an initial decision within ten days of receiving the Design-Builder s resj~on e: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. ~ + s ~ ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'"` Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which a~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004346 31 § 14.2.2.2 C{aims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.13.1: (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. $_,.,; § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with on seek information from persons with special knowledge or expertise who may assist the Owner in rendering a decision.S'I'he retention of such persons shall be at the Owner's expense. ~ • •§ 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional -, -• supporting data, the Design-Builder shall respond, within ten days after receipt of such req~est,~and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt ofthe response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in par't~`" _.:: ; j § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; 'nd '(3) ideni change in the Contract Sum or Contract Time or both. The initial decision shall be final an~ binding on but subject to mediation and, if the parties fail to resolve their dispute through mediation, tq binding dis resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to theterms-of'` ~' ' ` `"'~~ ` "` ' ~-`=3 Section 14.2.6.1. r_. . ~.,.,. _..~. . . ._,_._„€ _.,.m § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving,tha'- `~ demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue , ,. ~ 'i binding dispute resolution proceedings with respect to the initial decision. :.: I § 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 Ctaim. If the Claim relates to a possibility of'~ Design-Buiider's~ default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the..._, . ._... ;... controversy. (Paragraph deleted) § 14.3 Mediation ,.. , _:,..~_,. :. to the Contract, except those arising out of or related disputes, or other matters in controversy § 14.3.1 Claims, waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation ~s a coed t~oq, precedent i, F~~ to binding dispute resolution. ~' j 4 ~ ''~ 4 _~ r ,.n^`~ ~ ,, § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation sfiallproceed in~adv~r►ce of binding dispute resolution proceedings, which sha11 be stayed pending mediation for a p~rio~ of 60 dayg from the ~ __ _ 4 date of filing, unless stayed for a longer period by agreement of the parties or court order. i § 14.3.3 The parties shall share the mediator's fee and any filing fees equally.l'he mediation shall-be held°in the =--°-m -•---place where the Project is located, unless another location is mutually agreed upon. Agreements reached in • --=-~- ••,...mediation shall be enforceable as settlement agreements in any court having jurisdiction. ,° (Paragraphs deleted) ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. ~ ~ f ~ ~'y Y ~ ,5 I 1.....___...._,__... ...:,...._.., ,........__.......a AIA Document A141 T"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Lnw anti intern~fional Treaties. Unautharizeci reproduction or distribution of this AIA~e Document, or any portion of It, may result in severe civil anti criminal penalties, and will ~e prosecuted to the maximum extent possible under the taw. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004347 3z § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-Build Documents. Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assigrunent without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. -~•-~ § 15.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligatons`under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such _. ~ . _. _ assignment. __ § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors tc~ execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language,sof such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistentYvith this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates ¢r consents that would require knowledge, services or responsibilities beyond the scope of their services, f a + 3 ~ '` § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to„a member. of the.. ,.. firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or,by courier service providing proof of delivery to, the last business address known to the party .., " ~ j ,:..:~• °` 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. ` ~, a § 15.4 Rights and Remedies 6 , r § 15.4.1 Duties and obligations imposed by the Design-guild Documents, and rights and remedies,._ available-. ' imp$osed.. . . thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise .,... or available by law. ' ''33~ § 15A.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or,acquiescence in a _3 '~., breach thereunder, except as may be specifically agreed in writing. ~ ~ ~ ~ ';, ~~'`~ § 15.5 Tests and Inspections § X5.5.1 Tests, inspections and approvals of portions of the Work shall be made as required! by'~the Design"Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of publ{c authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such t~sts, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with~theaap~ropriate public q authority, and shall bear all related costs of tests, inspections and approvals. The Design-Bgilder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for - - • ---such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building-codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. ,...:; t„ 4 „~ § 15.5.2 Tf the Owner determines that portions of the Work require additional testing, inspegtioq:ar approval not `+ £~ included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrange~en~s for such additional j testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builde~ shgll give timely notice t to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such r procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. r ,i_ i AIA Document Al M11T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING; This AIA" bocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Rocument, or any portion of it, may result in severe civil anti criminal penalties, and will be prosecuted to the maximum extent possible antler thQ law. This draft was produced by AIA software at 1433:55 on 08!18/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (911356760) User Notes: PAPR - 004348 33 § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certif sates of testing, inspection or approval shall, unless otherwise required Uy the Design-Build Documents, be secured by the Design-Builder and pramptly delivered to the Owner. 9 ~ § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build; Documents, the Owner will- do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid - ~ --- --3 unreasonable delay in the Work. y § 15.6 Confidential Information If the Owner or Design-Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information thatthe transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential information, the receiving party shall keep the Confidential Information strictly con5dential and shall not disclose it to any oth ~r person o• en~ity ~ ~ A except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Infoima~ion as required b~ law or ' - 'j court order, including a subpoena or other form of compulsory legal process issued by a court or'governrrental _., _" entity. A party receiving Confidential Information may also disclose the Confidential Informat an,to. iu employges,, , ,, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of Confidential "`' Information as set forth in this Contract. :::. ~~ § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles pr ,. -_ '~ (3) the titles of other documents published by the American institute of Architects. s '? § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "all's-and • .j "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and ` :.. "` ~} appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance wit 'such'recog~vzed, b. meanings. ~~` ± 3 „ ~~ . Conduct of the Architect's Principal, Employees, Agents and Represenfati~es _s The safety and security of District staff, students and the general public ara of utmost priority }o the.__, District. 'I'o that end, the Architect shall be responsible for ensuring compliance by`the Architect and any employees, agents or representatives of the Architect, including all Design Consultants,~tothefollowing: -~ ----~-~~ A. ~ No drugs, alcohol, knives, firearms or other weapons on District property, whether or. got-there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane 11ng~li~ge in the presenc,~ of students, naients, •_._ k,' r ` `', visitors, or District re~~resentatives, agents, or employees, ~ r '; C. No improper attire, actions or gestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurence to the i~►dividual responsible _,,. and/or the Architect for whom the individual is a Principal, employee, agent, ox repr~sentativ_e. __ D. Secure SLED (State Law Enforcement Division) criminal background cheeks on all the Architect's Principals; employees, agents, and representatives performing work on District property and contractually --- ~require the same of all Design Consultants, their employees, agents, and representatives. No employees, ~ 3 z •~ AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: 7hfs AIA"' I]oGument is protected by U.S. Copyriyht Law and international Treaties. ltnauthorized reproduction or distribution of this AIA~D Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the max(mum extent possible under tho law. This draft was produced by AIA software at 14:33;55 on 0811812015 under Order No.0239586208_'I which e~ires on D7/14/2016, and Is not for resale. (911356760) User Notes: PAPR - 004349 34 agents or representatives of the Architect and Design Consultants having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the District's premises, Such SLED criminal background checks shall be maintained on file in the offices of the respective Architect and Design Consultant and made available to appropriate District personnel or the Districts legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic represeajtatibns of the design of the Project among the Design B u i I d e r' s promotional and professional materials. Tlie Design B u i 1 d e r shall be given reasonable access to the completed Project to make such representations:'The:District - -- -- -' shall provide professional credit for the Architect and Design B u i i d e r in the3 Districts promotional materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of t~e written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement. _~-:~r Y-., .g Drug-Free Workplace ~ ~~ r The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this AgreementThe drug-free programs shall conform to Title 44, Chapter 107, § 44-107-10 through § 44-107-90 of the South Carolna'Co8e of Lavws'as """ " " "" may be amended. .. =. Right Audit Project ~:; .,3~ .: The District shall have the right to audit the books and records of the Architect to the extent that the books at~d records relate to the performance of this Agreement and shall include all pricing and Change Order (Attachment E) data. Such books and records related to the work covered under this Agreement ;;shall • be„ maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architecttunder this Agreement. This requirement shall also apply to any Design Consultants performing services under the ._ Architect's direction. The Office of General Services of the State of South Carolina, ox any auditor under contract with the District has the right to audit the Architect's records related to any Project incorporated under this Ageement during the time .: frame stated in the previous paragraph. The Architect shall ensure that all records perta~riing to_any ~'roject are available for inspection at the location specified by the District within -seventy-two (72~ hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. ;;~: Traffic Control On-Site and Off-Site: The Contractor shall conduct its operations in a marinery to not interrupt pedestrian or vehicle traffic except as approved by the District and the South C rolina Department of _ Transportation. The worksite shall be confined to the smallest area possible allowing~m~'~►um use: of:streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazarcJ to traffic or pedestrians. The Contractor shall use worker and traffic control signs and devices necessary to complyw'ittr'Section' VIdf~U~S:"' Deparhnent of Labor, Federal Highway Administration, Manual on Uniform.Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public.roads;'streets; or, highways when work performed obstructs public traffic. When such traffic areas are obstructed to,any extent by ''~ ~.., work in progess, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated.., ~~ ;.,; shall not be assigned any other duties while engaged in directing traffic. ,,~` , Safety Designee: The Contractor shall designate a competent individual at the woriksita whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA conpstru~tion safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestr ans,r.students,.,,.._,y parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and e~ess to "lay down" areas or work areas by'uriauthorized'" individuals. AIA Document A141T"' — 2074. Copyright ~ 2004 and 2014 by The American Inslftuta of Architects, All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. U~autharizeci reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and wiil be prosecuted to the maximum extent possible under the lew. This draft was produced by AIA software at 14:33:55 on 06/1B/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and Is not for resale. (811356760) User Notes: PAPR - 004350 s il 35 Licenses and Permits: During the term of the contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, ifany), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract. s = . .~ Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] Board pursuant to Section i l- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: http://procw•ement.sc.Gov/PS/PS-irandivestment.phtm(.) Consistent with Section . l 1-57-310(B), , the Contractor shall not conh•act with any person to perform a part of the Work, if, at the time you enter into_a { subcontract, that person is on the then-current version of the Iran Divestment Act List s } T' 3 a . .-. ' 8 3 y d i ~ d ~ ~. . t ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T"T2014, Standard Form of Agreement Between Owner and Design B~irlder .2 -~ ~ AIA Document A141''"'2014, Exhibit A, Design-Build Amendment, if executed ! •" .• ~ " .3 AIA Document A141T^'2014, Exhibit ~, Insurance and Bonds .4 AIA Document A141TM2014, Exhibit C, Sustainable Projects, if completed '"'' ... ,,, .5 AIA Document E203TM2013, Building Information Modeling and Digital Data Exhibit, if ---: completed, or the fopowing: .6 ._,: ,._.... Other: This Agreement entered into as of the day and year first written above. 7, ~ ~ ~j ~i G DESIGN-BUILDER Jolin K. Gardner, Chief Financial Officer (Pr°inted name and title) (Printed name and title) ..,-_ ~ 3 ;;: j ra ,~tj3 ~._~ ~,~ j ' i ~ ~ OWNER (Signature) ,,.,, j ; I .;, ', ~ ,.'4 "" _ _ - ~- - - AIA Document A141'"' — 2014. Copyright D 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WhRNING: This AIA"' Document is protected by U.S. Copyright Lnw and International Treatios. Unauthorized reproduction or dist~~bution of this AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08118!2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale, User Notes: (911356760) PAPR - 004351 36 Aalditions and Deletions Report for AIA~ Document A141T'" — 2014 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below ~il tejct the author has added to the standard form AIA document in order to complete It, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with e horizontal line through the'~original_AIA text. ---- .,-::-. -.:.:.,,:::,~ Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or.constitute any - -: .. . part of the associated AIA document. This Additions and Deletions Report and its associated document we're generated simultaneously by AIA software at 14:33:55 on 08/18!2015. ~ a t ,.___.3 i F -,.:g PAGE1 AGREEMENT made as of the ;day of = in the year fwo thousand fifteen (2015). ~ g i ~ ... i IToi~r .Countv.SchoolsSouth Carolina a P'~olit~cal subdivision of the State of'South Carolina: a ,.; Requestfor Proposals No. 1415-91 ~,.:,-' _ :.__: . PAGE 2 C D ! 5 f))) C .. 1 SUSTAINABLE PROJECTS .._ BUILDING INFORMATION MODELING AND DIGITAL DATA ..._ .. :: Per "Desi~i Requirements" published for Solicitation Na 1415-91. R;e .l PAGE 3 Per "Design Requirements" published for Solicitation No: 1415-91: 9 !i } Per "Desi~n'Requirements" published for Solicitation Na; :':Per "Desi~-i ReUuirements" published for Solicitation No 1415-91 . .. E £ .. . . . 4 1415-91 Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2D04 and 2014 by The American Institute of Architects. All rights reserved. WARNIhlG: This AIA°' Document is protector! by U.S. Copyright law and International Treaties. Unauthorized regrodu~tio~ ar distribution of this AIA``' Document, or any portion of it, may result in severe civil and crim6tai penallles, and will be prosecuted to the maxfmurn extent possible under ttie law. This dreH was produced by AIA software at 14:33:55 on 06/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004352 ~ § 1.1.7 The Owner's design and construction milestone dates; 3 z e..t,...:....:.... ..~r~.,,.:,... n.,:ia,,.. u..,,.......,t. y .r_ ----...,_.,,,.., ....,_. .-.? 3 d '~.. . F T~s ~~ 3 i Per "Desien Requirements" published for Solicitation No. 1415-91 1 g § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors atthe Design-Builder's cost: Additions and Deletions Report for AIA Document A941TM — Z014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAd Document is protected by U,S. Copyriyht Lav✓ and International Treaties. Unauthorized re~7roduction or distribution of this AIA`~ ~ocwnent, or any portion of it, may reuult in savere civil and crim(nal penalties, and will bo prosecuted to tho maximum extent possible ~mder the law. Thls draft was produced by AIA sofhvara at 14:33:55 on 06/18/2015 under Order No.0239586208_1 which expires on 07/1412016, and is not for resale. (911356760) User Notes: PAPR - 004353 2 Litigation in a court of competent jurisdiction :--~: ~~X" 1 PAGE 5 § 1.4.7 Owner. T1ie Owner is the ~eesetre~entity identified as such in the Agreement and is the Design-Build Documents as if singular in number. The term "Owner" means the Owner i authorized representative. The Owner may have employees that are design professionals or to throughout ed an -.-.. -. ...._ -_---u may be applicable to such emnlovees. PAGE 6 -, ~~ _ .. ~....._.D..;1.J ._ _- •. § 2.1 number not used ~nd+v+c~ual-0r-Rositior~ ~ `~ Rate . „" ~: y—..~,pBF1S7~fU~ , _E ~ ~~c. ~•~n:l~llCS3~~@ ~.' ~ t r..«....i«...,.., A n.~ a n....4......4..«.. '7`..~..,,..,...s..s:,.« ..«.] ....+L..,..:~e,i .,..r ..f t...,~zr ter' '_' ~_ _ -. _ '~ ' .... 4i.~~........ I ~.,.i _ ____ 6~i..se«~.ae. _. ~ ,. . . . ., ~ ,.. ~ .. -. ;._,_-.. P .A :T D..:..s:«.. .. e -F~es~ege;-l .....t...,s:....,. ..l..t.. ..s.....7.....J F,-....1...,,~o~,s o > > ~ ~ngan~~e4~j~er3; •, • ~ '~ ~ v 5~ i i I: -. ._ . . . . ... ..3 ~{{~) Additions and Deletions Report for AIA Document A141TM — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. U~iauthorized reproduction or distribution of this AIA"' pocument, or any portion of it, may result in severe civil and criminal pQnaltiea, anti will be ~~rosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 0 8118/2015 under Order No.0239586208_1 which expires on 07/14!2016, and is not for resale. (911356760) User Notes: PAPR - 004354 ~ 3 § 2.1.4.1 Payments a~•e due and payable upon presentation of the Design-Builder's invoice. Amounts unpaid Forty-five (4_5) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Design-Builder. ... ~~° N/A ~ ~ a ~.~'~ . ~ u.,,.....a,. ,.cno:...~.....,.,,~.ie r..,~e.,..e...,~ a ,.,...,:,,e., ..,,..a _...oa ,.., tt,,, t,,,,.t,. ,.ow~....i....,.~;,.. ..u..ti w„ ......:t..wi„ t.. i ,i _,, ,: - _ PAGE 7 h -~ § 3.1.6 When the Owner's Design Requirements or applicable ]aw requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals:-The Owner ~ ...,~ y understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's-other .._. Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. ' •,., ... i -~~ 4 The Office of School Facilities (OSFI shall determine the enforcement and interpretation of all`tfie 'applicable '~ codes and referenced standards on state buildings, including the District's school facilities: ( t✓.: fi d ~ ,i } ,~ § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of th ~ W~rk. E~t~Y Design-Builder shall submit written progress vlucr u0.lit w ulc vw~tci cicau vut~:auy, vi uu vuK,u uic vwuca a vfruv~y fri v~ci.a waua~a.iucu~ avi~wai c;~auvwn~s •_~~-=--=~--~~•~°~-----_--~ estimated percentages of completion and other information identified below: .12 Additional information as R~~~a °~'~.. ~"~ n..M~~ ~~a T'e~:,~~ D,.:,a~~ designated by the Owner---~ through its project management software data requirements. ~ ~~esigr~ ~zi~eT''SiV01'~F €eree ~e~er~; ~~t-~~ili~a~ie~-t~e~er~; ~n~ ~ z ~ (~r.n4 n..w.«.~nr.. i.~mr.n«:«n ni.4..n1 r.i.nln Fn ....a ofua i.i.n+ nn4i w~n4on E ; ~ j ~ ~ E ~> ~`'x 'y , j ~ ' ~ c , fi ._..- .._..__. :.... ... ....`.1 . ,.,-, .. ,.: _.,l Additions and Deletions Report for AIA Document A141*"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U,S. Copyright Law anti International Treaties. Unauthorized coproduction or cfistrlhution of this AIA`~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be proscaitecl to the maximum extent possible under the law. Thfs draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and fs not for resale. (911356760) User Notes: PAPR - 004355 4 PAGEB Design-Builder § 3.1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Buil~ D~cuments, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes.ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the ~roject; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations?and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall€not be required to execute certificates or consents that would require knowledge, services or responsibilities beygnd the scope of their services. ?::,. -. : _ ,,~ E `~~ § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the DesignSubmittals until the Owner or its designee has approved the respective Submittal. PAGE 9 ------, i ......;~.. _._:.~.._.:..: _.: 5 [Numbers &4.2 & $4.3 intentionally not usedl ,, ~ .. .: . ... .. , ,: . :;:.: ~ ; ,.; .. r:.. . .. .:,. ' V ....., __.,.._ ~ .... s 1 ( q ~. .._...., ~ s r r ~ ~ A ~I ~f A A__ aL _ T_........ 0..:1.7,....«,...x...... tl. ~i... ll...«..« ..«.J ««.~..e«+.. FL.o «..ol:w.. ~...r.. n.rn l~.n+i ~.d _ ~[~ ~ ~ t ~~ C .... t, .' ~, ! ~ 4I~~o Ilnn~..r. T3..:I i~'on .. -• Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyriyht Law and International Treaties. Unauthorized reproduction or clistrihutian of this AIA" Document, or any portion of it, may result in severe civil and criminal penalYttss, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on OB/16I2015 under Order No.0239586208 1 which expires on 07/1412016, and Is not for resale. (911356760) User Notes: PAPR - 004356 5 .. ~ 1. • Y • I~ vq~-arks... ..:.:. ... t 1 ..:.. --...-:.... ~..;._._~_.,_.~ 1. _:J wee-ska~N § 4.4.1 ~ .o,.....o .,,,a ...,~.,,..:. ~~o ne..:,,,, n..:iae..+,, n..,...,....,i +,.+tie n....,e.. ~ri,o no..;,,., u,,:ue..~~ The Desi~-Builder's.. .- - . Construction Proposal shall include the following: .1 A list of the ~eH~~i~ter-}~-Besigx-documents and other information, including the Design-Builder's clarifications, assumptions and deviations from +~~ ^..,„~~'~''~:'~~:~, the Owner's original Design .2 .3 the Owner's procurement leadine to this Agreement, upon which the Design-Builder's Proposal is based; The proposed Contract Sum, including the compensation ~~«,,,.,, ,,.,a :~w,...~,, }...,.:, .~ ~,,.., ,.oFw > The proposed date the Design-Builder shall achieve Substantial beneficial occupancy, if applicable and acceptable to the Owner); I .....t .. ,.. 9 •method:.. > ,.... le~iex;Completion (or phased` "' ~ . _ 'j PAGE 10 6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a repre: Design-Builder that it has visited the site and become familiar with local conditions under completed. .. Regulatory Agencies as a portion of the permitting and approval process for this work. , i 4 Maintenance of Record Drawings: 'The Contractor shall maintain at the worksite one t 3 to ct ,_,.._., s at f s Addltlons and Deletions Report for AIA Document A141TM — 2014. Copyright m 2D04 and 201A by The American Institute of Architects, All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and I~ternatiorial Treaties. Unauthorized reproduction orciisErihutio~ of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004357 6 increments of the work such as, by way of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systetns, incorporated into the work. The Contractor shall furnish an electronic and paper copv of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. supervision and conducting frequent inspections by the Worksite Superintendent(s). /+. B. c. ~. E. F. Title VII of the Civil Rights Act of 1964, as may be amended. Age Discrimination in Employment Act of 1964, as may be amended. Titte I of the Americans Disabilities Act of 1990, as may be amended. Equal Pav Act of 1963, as may be amended. Fair Labor Standards Act, as may be amended. South Carolina Wages Act, Code 37-10-10 et seq., as may be amended. G. Snuth Carolina Worker's Compensation Act Code 42-1-10 et ~ ? 4 ia. t ~ ; sea.. as may ~ ..~ be-amended_._:=- ~"'~ ., . . .._. ,_...~ - "' The Contractor shall not discriminate against any em»loyee or applicant for employment because of race, ° "' religion, color, sex, aye, handicap, or national orisin except when such condition is a bona fide ,. ,.. occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in~'" all solicitations or advertisements for em lovees, shall state the Contractor is an "E ual O orCunit ' s Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants -for employment, notices setting forth the provisions of this nondiscrimination clause and shad... include the t "• ''~~ .::..,.,.,3s provision of this para~rauh in every subcontract or purchase agreement of more than ,., ._,. ~:. .., 10 000. Employment Taxes and Benefits: The District shall not withhold from the contract payments any Federal or State income taxes, or any emnlo~ment-related taxes normally withheld on the District's employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's,:com»ensation for `the befit of any Contractor, subcontractor or supplier employees. District _..,:. _ _.-..-_ __ '~~ , ,.._. _ . 9 Additions and Deletions Report for AIA Document A741*"' - 2014. Copyright ~ 2004 and 2014 by The American Institute of Archiiacts. All rights reserved. WARNING: This AIA~' Documont is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'' Document, or any portion of it, may result in severe civil and criminal pens~INes, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA soHware at 14:33:55 on 08/18/2015 under Order No.0239586206_1 which expires on 07114!2016, and is not for resale. (911356760) User Notes: PAPR - 004358 7 good order ainon~ the Contractor's representatives, agents, employees, subcontractors and suppliers. Worlcsite Communications: '~'he Project Manaeer and Worksite Sunerintendent(s) are representatives of the Design Builder and communications given to them, either orally or in writing, shall be as binding as if given to the Principal of the Design Builder. ~.,, _d ~ a ? PAGE 12 s a 3 r_.:-_ _:...,... . ....__ _._.: . § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the "..:'a:~~- ~~~-~:' ~~ ...~" ~~ ~„.. ~*"~~ permits, fees, licenses, and inspections by government agencies, necessary for '' proper execution of the Work and Substantial Completion of the Project. ~,._..,. PAGE 13 ~ - -~ § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Des: Documents (as referenced in Appendix B). Items covered by allowances shall be supplied for such persons or entities as the Owner may direct, but the Design-Builder shall not be required entities to whom tha Desjgn-Builder has reasonable objection. by or Elements School Allowances Descri tion Furniture Hardware HVAC Controls Fire Alarm S stem Pla rounds S ecial Ins ections Commissionin Owner Contingency Description Furniture Hardware HVAC Controls Fire Alarm S stem Plavaround S ecial Ins ections Commissionin Owner ContinaencV Amount 1 000 000 250 000 Materials onl 500 000 600 000 350 000 E ui ment and mulch onl 150 000 100 000 1000 000 Middlelintermediate Schools PER SCHOOL Amount 1 500 000 exce t Socastee Middle = 1 250 000 350 000 Materials onl 650 000 750 000 150 000 Intermediate school onl 150 000 125 000 1500 000 exce t Socastee Middle = 1 250 000 § 5.7.2 If the Design-Builder s~a~ge~desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Desien-Builder shall notify the Owrier and provide the,,.. name and qualifications of the nroaosed new personnel, design professional, Conixactor or supplier.;The Owner may '`~, ~`~y ', x reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonabi~ objection to the # j proposed new personnel, design professional, Contractor or supplier or (2) that the Owner required additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. ;i ~ € : , _,,.:_.,....-.,_~...' ~; y_...__~....~..:....~....:..; PAGE 14 s ,. Additions and Deletions Report for AIA Document A141*"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~ Document is protected by U.S. Copyright Law and Internt~tianal Treaties. Unauthorized reproduction or distribution of this AIA``~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possfhle under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (911356760) User Notes: PAPR - 004359 s § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. rF'~.~ -~:o~'~a ~e-~~„ ~~ ,~ > ~_ -- ... ~ ~ maintain at the site for the Owner one copy of the Design-Build Documents and a current set Documents, in good order and marked currently to indicate field changes and selections mad. and one copy of approved Submittals. The Design-Builder shall deliver these items to the Ova Section 9.10.2 as a record of the Work as constructed. '_ Builder shall ie Conshuction g construction, accordance with 3 PAGE 15 § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner try aE~e and other contractar(s), respectively, incur because of the Des~gn-builder's delays, improperly timed activities ' ' .. , der#-or defective construction. PAGE 17 i .5 , .6 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related 10 ' the Work; provided that costs of premiums, permits, and taxes that are based on mar~al additions to an existing sum or quantity maY all be reasonably estimated subject to correction.at the time-of Final Payment or other agreed time when the actual costs of the marginal additions can be'determi~ied or mutually aereed upon; and j a Additional costs of supervision and field office personnel directly attributable to the change,' ' `~-~,..,, Allowable Overhead and Prot Charges: Additional overhead and profit attributable to the change in corit'ract.:., pricing shall not exceed the following A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maacimum of ten percent (10°/a) of the allowable direct ~. ' —._ costs. '~ ~;C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is ~ ;'~ / allowable by the Contractor for administration of the sub-contract.— __ ,.,,, Formed `• closeout documents, and c) submittal of an affidavit of payment of debts/claims. if requested by the District, for Additions and Deletions Report for AIA Document A141T^' — 2074. Copyright 0 2004 and 2014 by'The American Institute of Architects. All rights reserved. WARNING: This AIAw Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be ~~rosecuted to the maximum extent possible under the law. Thls draft was produced by AIA software at 14:33:55 on 08!1812015 under Order No.0239586208_1 which expires on 0711412016, and Is not for resale. (911356760) User Notes: PAPR - 004360 g PAGE 18 § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to ~~'•~~~~, ~~ ~ ~~'~^~ ~F~- ~~~..~~ --~~~'~~„:~>~ asements and legal authoriza{ions or § 7.2.3 The Owner shall promptly obtain t entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing ~i other permits, licenses and inspections. g•land develoQmenf, zoning and § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request inj writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill ;the Owner's y ' ~ obligations under the Design-Build Documents and the Design-Builder's Proposal. .. ~ n ~ ,...s.. ro,,,,...,. ~7~ .._„h ,.,..., st.,. ~i~,.«~........se.....1~. ,.1.,. ., at.,, n,....... ,.F c. .. ~~~ Ft,,, i>., _,.5 n..ta~,.« ..~ -^ E~i2-~O~E C6t2 . - _ a Ji _.. __ ,. PAGE 19 F ~ ' ~ nee"s'liall.,, § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its`clesi g,notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers: _.,,, y ... If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence aqd continue correction of such default or neglect with diligence and promptness, the Owner.may, without prejudice to ~other~~ r.~ remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change~Orc~er shall beissued. • ` deducting from payments then or thereafter due the Design-Builder the reasonable cost of corr',ecf~ng such ~ {~ deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, ~he Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficialsoccupane yofthe Project (or defined comQonent thereofl the ten-day period referenced herein is reduced to five,'f5) days-during the- -- -60 days prior to substantial completion as shown on the last schedule properly submitted under ~ 3.1.9. ,,, a ,,: ~ PAGE 20 Additions and Deletions Report for AIA Document A141TM — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WP.RNING: This AIA`" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distri6ufion of this AIA° ~ ~ Document, or any portion of it, may result in sQvere civil and criminal penalties, anti will bo prosecuted to the maximum extent possible under (he law. This draft was produced by AIA software at 14:33:55 on 06/18/2015 under Order No.D239586208 1 which expires on 07/1412016, and is not for resale, (911356780) User Notes: PAPR - 004361 learning process due to project activities duringthe academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The will be due from the Desien-Builder to the Owner. within the work week, or other such actions. Such time extension request shall be in writing and submitted to the District for approval within ten (101 days from the end of tha event causing the impact on the construction schedule, An extension of time not requested within the appropriate time period shall not be considered. The approved extension of time shall be incorporated in the next Change Order. ~ `~ i $ 8.2.4 Anticipated Weather Delays: A total of five (5) days per calendar month (non-cumulative) shall be } s anticipated by the Contractor as "adverse weather," and such time shall not be considered just ficaf omfor. an extension of time. Such antic~ated adverse weather days are established only for normally scheduled work tlays excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days"are severe ` - ,., anticipated are substantiated and the Contractor could not miti~?ate 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 weather extension shall not be allowed after the date established for substantial completion. 1 PAGE 21 The Owner shall, within sevef~twenty-one days after receipt of the Design-Builder's Applic~ to the Design-Builder a Certificate for Payment indicating the amount the Owner determines notify the Design-Builder in writing of the Owner's reasons for withholding certification in ~ provided in Section 9.5.1. ~r•.Payment, issue := . - - , - --, ~~erly due, and or in part as PAGE 22 .7 repeated or substantial failure to carry out the Work in accordance with the uild Documents. ',4 `; ~ f § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the properly paid the Architect, Consultants, Contractors, or other person or entity providing sere e~esig Design-Builder, amounts paid by the Owner to the Design-Builder for the Work, Additions and Delet(ons Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ ~ ~ Document, or any portion of it, may result in severe civil and criminal penalties, anti will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33;55 on 08/18/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (911358760) User Notes: PAPR - 004362 caner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or ~'~~~~~~'^~, ~ ~~* ~ ~~"~~..~:~~'~~ ~ ~~a'~.~ '~••..Contractor. PAGE 23 § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner an occupan f ermit issued by the South Carolina Office of School Facilities and a comprehensive list of items to bye completed_o,'• corrected prior to final payment, Failure to include an item on such list does not alter the responsibility of the f - -= -- ~ Design-Builder to complete all Work in accordance with the Design-Build Documents. •` . ... ,._-'y § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will .ptepare for } the Owner's signature an occupancy_.permit Issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial y '~ ;, Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance'heat;_utilities, j damage to the Work and insurance; and fix the time within which the Design-Builder shall finish al}items oil the.list accompanying the Certificate, Warranties required by the Design-Build Documents shall commence on the date of ' Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of"• - ,., Substantial Completion. .<.: ..~_.,,.,... PAGE 24 .2 .3 .4 PAGE 27 ,... :.~° `Y, failure of the Work to comply with the requirements of the Design-Build Documents~e~ terms of special warranties required by the Design-Build ~esr~ex~s:Document~s ~ post-occupancy services to be provided by or through the Desi¢n-Builder, j ~ ; i:. s `~, 'p ~ ~ ' a § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either reJected Uy the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such ' "" rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering,and` ~ T' replacement, and compensation for any design consultant employed by the Owner whose expenses'"and ,.._.:.. --.-: :.:.: ., r, 5wmpensation were made necessary thereby, shall be at the Design-Builder's expense. t, ~', k °•.., ~. ,, +~ ~R i § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within et~e-~ea~two years after the date of Substantial Completion of the Work or designated portion thereof or after the date for commegcement_of..._,_..,,, G warranties established under Section 9.9.1, or by terms of an applicable special warranty requited by the "' "--"' Design-Build Documents, any of the Work is found not to be in accordance with the requirements"of the "'° " Additions and Deleffons Report for AIA Document A141 *"' — 2014. Copyright ~ 2004 and 2014 by The American Inslitute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction ar distribution of this AIA`''~ Document, or any portion of it, may rosulY in severe civil and criminal penalties, and wig( be prosecuted to the maximum extent possihlQ un@er tBti law. This draft was produced by AIA software at 14:33:55 on 06/18/2015 under Order No,0239586208_1 which expires an 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004363 ~2 Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the eae-~ea~two-Rear period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. two-year_ period for correction of Work shall be extended with respecti to portions of Work § 11.2.2.2 Thee first performed after Substantial Completion by the period of time between Substantial Completion_and~the,actual i completion of that portion of the Work, .__.. ~ '; § 11.2.2.3 The ei~e-yeas-two-vear period for correction of Work shall not be extended by corre~ctiv~ Work performed by the Design-Builder pursuant to this Section 11.2. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limi~tio~n with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment o~the sHe-yeas two-vear period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than ---~— specifically to correct the Work. ... ~ -• t .:...,.,.., i If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, , the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will he. "`~ reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment..has been ~ made. Acceptance of Nonconforming Work may only be evidenced by written aereement snecifvin~ the_ Work by inaction or implication. PAGE 28 § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevpcalile'and>~ non-exclusive license to use the Instruments of Service solely and exclusively for purposes of constructing, using, ,;: maintaining, altering and adding to the Project, provided that the Owner substantially performs its;obligations, ~~ including prompt payment of all sums when due, under the Design-Build Documents. The license,'granted urider'this ~ , section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of e the Instruments of Service solely and exclusively for use in performing services or construction for the Proje~t. ,__.. § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect,,Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in tt►e event ttis'~ ~^ ~ °` ` Agreement is terminated for any reason ~"~~'"~~ «we ao~..,,. ,.c.~.o n..m,..... .. ,tio .. ..+.w..,,~..s'..:., n..:~a,,..~,._ , ' >:.to obtain a ,'`' J~ limited, irrevocable and non-exclusive license solely and exclusively for purposes of constructing,;using, ~_ `j maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to th?e ~chitect, g Consultant or Contractor all amounts due, and (2) provide the Architect, Consultant or Contractor with the Owner's written agreement to indemnify and hold harmless the Architect, Consultant or Contractor from al~ costs and expenses, including the cost of defense, related to claims and causes of action asserted by any ~third,person or,en~ity . ~. ,, y o to the extent such costs and expenses arise from the Owner's alteration or use of the Instrume `ts of Service. ~..,~..,r_.__,~_,.._r~._ . ~_._. _..,..:.._ ,.._.._, Additions and Deletions Report for AIA Document A741TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or clisfribution of this AIA" DocumQnt, or any potion of it, may result in severe civil and criminal penalties, and will be prosecuEeci to the maximum extent possible under the law. This draft was produced byAlA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (911356780) User Notes: PAPR - 004364 13 § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for' any of them, from all claims and causes of action arising from or related to such uses. The ^•-~~~~ •~ 4L.......4..w4 c~~•:^„ „'' ''''~~ terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for ._ ..__ } ~ ._, cause under Sections 13.1.4 or 13.2.2. F PAGE 29 ~. ._..___...__. _ ,_,~ ..,.. _.._.__ § .13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall b~ compensated for Work performed prior to *~~~:^^•:~„, «^,.o«~.o~...:t" Do:~,w,.~~^w'e ~~~e~~o~ *~,o~ a..e termination ~nnd any other expenses directly atfi-ibutable to termination for which the Design-Builder is not otherwise compensated. In no event shall the. Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth _in. ~ ~ 7Y Section 2.1. r ~ 'A j ... 3 ' 5 i ~ fi '~ ~ { § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, theDesign-Builder, may, upon seven.. ,. _ _ _ _. . days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and ~;profit on that executed Work and costs incurred by Treason=of such .termination. PAGE 30 ?; a § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages, incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. Ifsuch"costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner €.The obligation for such payments shall survive termination of the 6e~ss~:Contract and are expressly included in 4he°performance.of ° }` the Work covered by the Design-Builder's performance bond. ... ;~ § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive , payment for Work executed, and costs incurred by reason of such ..,.r+ ,....,,o ~x,,...~..,,,t o ~,.,..oa_.termination. ~~ `~. .'x 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims ~nd4causes of whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or relat~d•to•the Contractin accordance with the requirements of the binding dispute resolution method selected in Section 13, within the time period specified by ~ ...:~w st~:., c,.,,.:,,., ~ n. ~ .~.law. PAGE 31 .Z . _.._ ~.,....._.....:.,.~ ,~~. ~, ~', y~' damages incurred by the Design-Builder for principal oi~ice expenses including the~compensation of personnel stationed there, for losses of financing, business and reputation, and ~`or 1p` ss of profit :Work and otherwise available under this except anticipated profit arising directly from the Agreement. j ~..:.,.. _ _,...~_ . - _r_~....._. , . . `; PAGE 32 Additions and Deletions Report for AIA document A141TM — 2014. Copyright m 2004 and 2014 by The American institute of Architects. All rights reserved. WARNING: This AIA°~ Document is pratectecl Uy U.S. Cnpyric~ht Law and International Treaties. Unauthorized reproduction or distribution of this AIA`'' Document, or any portion of it, may result in severe civil and criminal penal4ies, and will be prosecuted to the maximum extent possible under the law. This dreft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0238586208_1 which expires on 07/14/2016, and is not for resale. (811356780) User Notes: PAPR - 004365 14 § 14.3.2 The parties shall endeavor to resolve their Claims by i~ ation. The , mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. . , ____ Additions and Deletions Report for AIA Document A141'"' — 2014. Copyright ~ 2004 and 2014 6y The American Institute of Architects. Ali rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or ciistrihution of this AIA`~ Document, or any portion of it, may result In severe civil and criminal penalties, anti will be prosecuted to the maximum extent possible under the law. This draH was produced by AIA software at 14:33:55 on 08118/2015 under Order No.0239586208_1 which expires on 07!14/2016, and Is not for resale. (911358760) User Notes: PAPR - 004366 15 The Contract shall be governed by the law of the place where the Project is .............. »..,........,....., ..,., ....,....,., ,,..,....,...b ....,r...., ..,.,.,.»......~ ..... _ .._...».. L ..........,... _... Ses~ieH-~-4~:located. i '-. PAGE 33 ~ .. _ Written notice shall be deemed to have been duly served if delivered in person to the individual, tq a member of the ftrm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sett by registered or certified mail or by courier service providing proof of delivery to, the last business address knpwn~to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via management software used by the parties for the project. PAGE 34 ~4 . ._ ~ q 3 Conduct of the Architect's Principal, Employees, Agents and Re resentatives .,.v:..:..:,_. , .:.~ .,._. The safety and security of District staff, students and the general public are of ~itmost priority to the District. To that end, the .Architect shall be responsible for ensuring compliance by the Architect and-any' employees, agents or representatives of the Architect, including ail Design Consultants, to the following '•-sy existing occupied building. visitors, ar District represent~ltives, agents, or employees. C. No improper attire, actions or gestures while on any District property. .3 'r.._.. . and/or the .Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Architect's ire ..., ~ ..._ j :.~ shall upon request. Promotional Materials The Design Builder shall have the right to include photoeraphic or artistic representations of the design of The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING; This AIA~ Document is protected by LJ.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' ,~ 6 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/1B/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (911356760) User Notes: PAPR - 004367 supervising all drug-free programs in connection with the performance of this Agreement. The drug-free proexams shall conform to Title 44, Chapter 107, § 44-107-10 through & 44-107-90 of the South Carolina Code of Laws as may be amended. Right Audit Proiect The Contractor shall use worker and traffic control sins and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Hi wa~Administration, Manual on Uniform Traffic Control Devices for Streets ,,. "`` and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets; or highways when work performed obstructs public traffic. When such traffic areas are obstructed to anv`extent bv; '" work in progress, workers equipped with flays shall direct vehicle and pedestrian traffic. The workers so designated ~, shall not be assigned env other duties while engaged in directing traffic. } Safety Designee: The Contractor shall designate a competent individual at the worksite whose.. duty~sha11.3 be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and' "• ~._., "' rec{uirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students .... . parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing? ar other safety _ the following URL: http://procw~ement.sc.Aov/PS/PS-iraucGvestment.phhn(.) Consistent with Section 11-57-310(B), subcontract, that person is on the then-current version of the Iran Divestment Act List >` r `~, ~1 s Additions and Deletions Report for AIA Document A147 TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thts AIA~' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm 17 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Order No.0239586208_1 which explras on 07/14!2016, and Is notfor resale, (911356760) User Notes: PAPR - 004368 PAGE 36 John K Gardner, Chief Financial Officer T.- ~.. . ..~ j _ i 5 ,° ~., ~ ~ . 3 ,.:...,~ ~. F T ~.:...::.. ~ k .~ _,:, '.'_- g .,_ ,;-~ .; ,_ .; #t' -,• t 4 ~? ~ty~ l } i y ~~~~ ~ ~ ~+ 4 ] e 1 ~.. 1' ~ .._ t i. ti a Additions and Deletions Report for AIA Document A141'"' — 2014. Copyright m 2004 and 2014 by The American institute of Architects. All rights reserved. WARNING: This AIA~ Document is protoctecl by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' ~$ document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possi6lo under the law. This draft was produced by AIA software at 14:33:55 on 08/18/2015 under Ordar No.0239586208 1 which expires on 07/14/2016, and is not fob resale. (911356760) User Notes: PAPR - 004369 Sheri L. Wainscott From: Sent: To: Subject: Attachments: Keith R. Powell Saturday, November 21, 2015 4:14 PM 'Robbie Ferris' CORRECTED E: RF revisions to checked draft 11_20_2015 EX B v2 -Final - (1)(1).pdf; Exhibit A -Final - (1).pdf; 673757_2 141 main -Final - (1) (1).pdf Importance: High Follow Up Flag: Flag Status: Follow up Flagged Categories: Red Category Forget prior. Here tf7ey are. Remote computer not as simple as being there. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halli~an.com (803) 254-4035 NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. If you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. From: Keith R. Powell Sent: Saturday, November 21, 2015 4:13 PM To: 'Robbie Ferris' Subject: RE: RF revisions to checked draft 11_20_2015 How are these? Will make changes for MB and SMS issues. Keith R. Powell Childs &Halligan, P.A. Columbia, South Carolina www.childs-halli~an.com (803)254-4035 .. NOTICE: This e-mail may contain information that is personal and confidential, non-disclosable and protected by attorney-client privilege. if you have received this e-mail in error, this does not constitute permission to examine, copy or distribute the accompanying material. If you receive this message in error, please notify us by telephone as listed above immediately. 1 PAPR - 004370 From: Robbie Ferris mailto:RFerrisCa~sfla.bizl Sent: Saturday, November 21, 2015 1:17 PM To: Keith R. Powell Subject: Fwd: RF revisions to checked draft 11_20_2015 Keith please see below, there are a few tweaks to what we sent you last night. It should simplify things a little and take some of the?'s that could arise later out Sent from my iPhone Begin forwarded message: From: Aaron Thomas Date: November 21, 2015 at 1:15:16 PM EST To: "Robert W. Ferris° Subject: FW: RF revisions to checked draft 11_20_2015 Robbie= I just read this again and realized we had made a mistake that could cause confusion. The attached revision made 2 minor changes to what we sent last night: 1. On weather delays I deleted the reference to the 10 year NOAA average being a baseline we would compare to. I did this because if we are already using 2 days per month as the baseline for adverse weather all we need NOAA for is to substantiate the days over 2 so it is not subjective in nature with the staff. Example If we have 5 days of rain in December 2015 that is over .10" then we would turn in the NOAA report for the project locale showing we had the 5 days over .10 and we would get an extension via change order for 3. <(5) days over .10" — (2) days expected in contract = (3) days extension> 2. I also added ACT OF GOD Language to the 8.2.1. We talked about it but forgot to add it. Must have been tired. Call me if you have any questions. I'm at the office, Warm Regards, Aaron Thomas, MCM, LEES-AP ~ President Metcon, Inc. ~ 763 Comtech Drive ~ PO Box 1149 ~ Pembroke, NC 28372 office 910.521.8013 ~ mobile 910.734.0537 ~ email:athomas@metconus.com website ~ linkedin ~ twitter ~ instalram 2 PAPR - 004371 ~~~~"~~~ =e. =~ Document A141T'~ — 2014 Exhibit B Insurance and Bonds for the following PROJECT: (Name a»d location or address) New Carolina Forest Midd(e School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) THE OWNER: (Name, legal status and address) Ha•ry County Schools; South Carolina, a political subdivisio~i of the State of South Carolina. 335 Iour Mile Rd. Conway, SC 29528 THE DESIGN-BUILDER: (Name, Zegal status and address) FTRSTFLOOR ENERGY. POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 ADDITIONS AND DELETIONS: The author of this document has added information needed for Its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical Une fn the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA texi. This document has. important legal consequences. Consultation with an attorney is encouraged with respect to Its completion or modification, THE AGREEMENT lfiis Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-guilder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . (In words, indicate day, month andyear,) TABLE OF ARTICLES B.1 GENERAL 6.2 DESIGN BUILDER'S INSURANCE AND BONDS 8.3 OWNER'S INSURANCE B,4 SPECIAL TERMS AND CONQITIONS ARTICLE B.1 GENERAL The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this E~chibit is incorporated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in § 5.2.1 and/or B.3.2.. ARTICLE B.2 Init. ~ DESIGN BUILDER'S INSURANCE AND BONDS AAA Document A141 *" — 2014 Exhibit B. Copyright 0 2Do4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Troaties. Unauthorized reproduction or distribution of this AIA`D Document, or any portion of it, may result fn severe civil and criminal penalties, and will be prosecuted to the maximum extent pessihle under the law. This document was produced by AIA software at 16:09:04 on 11YL1/2015 under Order No.0239586208_) which expires on 07/14/2016, and is not for resale. (1715753780) User Notes: PAPR - 004372 ~ § 8,2.1 The Design-Builder shall purd~ase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located. The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 11.2.2.1 of the (Paragraphs deleted) Agreement. § B.2.1.1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 )for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury; .3 damages because of injury to or destruction of tangible property, and must contain the subcontractor exception to the "your work" exclusion; .4 bodily injury or property damage arising out of completed operations; and .5 contractual liability applicable.to the Design-Builder's obligations under Section 3.1.14 of the Agreement. § B,2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 )per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. § 6.2.1.3 The Design-Builder may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those reQuired under Sections B,2.1.1 and B.2.1.2. § B.2.1.4 Workers' Compensation at statutory limits. § B.2.1.5 Employers' Liability with policy limits as provided below: $100,000 per accident. § 6.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2,000,000 )per claim and two million ($ 2,000,000 in the aggregate. (Paragraphs deleted) § 6.2.1.8 The Design-Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article B2. The Design-Builder shall provide such written notice within five (5) business days of the date the Design-Builder is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. § B.2.1,9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. T'he policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy Limits not less than the amounts required under this Agreement. § B.2.1.10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.Z.1. Init. ~ AIA Document A141T" — 2014 Exhibik B. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This ALA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this ALA`° Document, orally portion of ft, may result fn severe civil and criminal penalties, and will be prosecuted to the maxfinum extent possible under the Law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1715753780) ~ User Notes: PAPR - 004373 The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. § B.2.2 Pertormance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows: (Specify type anyl penal sum of bonds.) Type A312 Performance Bond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's professional liability insurance. Penal Sum ($0.00} 100% of contract value. § 8.2.2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE B.3 OWNER'S INSURANCE § 6.3.1 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § B.3.2 Property Insurance § 6.3.2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the Project is located, properly insurance written on South Carolina Insurance Reserve Form PD-23. Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required. under this Section B.3.2 with another property insurance policy written for the total value of the Project.that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. (Paragraph deleted) § 6.3.2.1.2 If the insurance required under Section B,3.2.1 requires deductibles, the Owner shall pay costs not covered because of such deductibles. (Paragraph deleted) § B.3.2.1.4 Partial occupancy or use in accordance with Section 9.9 of tha Agreement shalt not commence until the insurance company or companies providing the insurance required under Section B.3.2.1 have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Design-Builder shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance, § 6.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance in the form of S.C. Lisurance Reserve Fund ("ITZF") PD-01, PD-09, and PD-12. (Paragraphs deleted) § B.3.2.6 Before an exposure to loss may occur, the Owner shall file with the Design-Builder a copy of each policy that includes insurance coverages required by this Section B3.2. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. The Owner shall provide written notification to the Design-Builder of the cancellation or expiration of any insurance required by this Article B.3. 'The Owner shall provide such written notice within five (5) business days of the date the Owner is first aware of the Init. ~ AIA Document A141'"' — 2014 Exhlblt B. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dis4rihution of this AIA~' Document, or any portion of it, may result In severe civil and criminal penalties, and will ba progocuEed to the maxirnu~ri oxtent possihle under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1775753780) User Notes: PAPR - 004374 cancellation ar expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first. (Paragraph deleted) § B.3.2.8 A loss insured under the Owner's properly insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as f duciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section B.3.2.10. The Design-Builder shall pay the 1lrchitect, Consultants and Contractors their just shares of insurance proceeds received by the Design-Builder, and by appropriate a~•eements, written where legally required for validity, the Design-Builder shall require the Architect, Consultants and Contractors to make payments to their consultants and subcontractors in similar manner. § B,3.2.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance vyith such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Design-Builder. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Design-Builder after notification of a Change in the Work in accordance with Article 6 of the Ageement. § 6.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a ]oss to the Owner's exercise of this power. Tf an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Ageement. (Paragraphs deleted) Init. ~ Architects. All rights reserved. WARNING; This AIA"' AAA Document A141'"' — 2014 Exhibit B. Copyright ~ 2004 and 2014 by The American Institute of nocument is protuctod Icy U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of tf~is AIA`-0 Document, or any portion of it, may rosult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586206 1 which expires on 07!14!2016, and is not for resale. (1715753780) User Notes: PAPR - 004375 Additions. and Deletions Report for AIA~ Documenf A141'M — 2014 Exhibit B This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:09:04 on 11/21!209 5. PAGE1 New Carolina Forest Middle School (per Owner's Request for Proposals No. 1415-91 and Design-Builder's Proposal in response to the solicitation.) __ Norry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd. Conway, SC 29528 FIRSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St., Suite 225 Raleieh, NC 27601 This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the twenty-third day of November in the year two thousand fifteen (2015) . The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this E~chibit is incorpgrated, the provision in this Exhibit will prevail. During the course of the Project, the Owner and Design-Builder may substitute mutually-acceptable alternative insurance arrangements for those specified in & B.2.I and/or B.3.2.. PAGE 2 § B.2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located. The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in ~~ ~'~ a:~ ~~ a. ~': ~'~'~a'~~'^ Section 11.2.2.1 of the "~- Agreement. § 6.2,1.1 Commercial General Liability with policy limits of not less than two million ($ 2,000,000 )for each occurrence and five million ($ 5,000,000.00 ) in the aggregate providing coverage for claims including Additions and Deletions Report for AIA Document A141T"' — 2014 Exhibit B. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protectrsd by U.S. Copyright Law and International TreaEies. UnTuthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecu±ed to the maximum extent possible under the law. This document was produced by AIA software at 16:09:04 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1715753780) User Notes: PAPR - 004376 ,~ , damages because of injury to or destruction of tangible {~epei~};-property, and must contain the subcontractor exception to the "your work" exclusion; § B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned vehicles used by the Design-Builder with policy limits of not less than one million ($ 1,000,000 )per claim and one million ($ $1,000,000.00 ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. $100,000 per accident. § 6.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than two million ($ 2.000,000 )per claim and two million ($ 2,000,000 in the aggregate. ~y~Poi-viis}H3zcll~—~~—~-FI3 iiic ugsx osuco. § 6.2.7.9 Additional Insured Obligations. The Owner and its consultants and contractors shall be additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, ~e~e and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. § 6.2.1.10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner's written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1. The certificates will show the Owner and its consultants and contractors as additional insureds on the Design-Builder's primary and excess insurance policies for Commercial General Liability, z4xEer~ebi-le-biabi~iiy; a~--Rell~~iet~-and Automobile Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness. PAGE 3 A312 Performance $ond and A312 Payment Bond. The performance bond, may, but is not required to secure the professional liability of design professionals to the extent such liability is covered by the design professional's 100% of contract value. Additions and Deletions Report for AIA Document A141TM — 2014 Exhibit B. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' document is protected by U.S. Copyright Law and International Treaties. Unauthorized rQproduction or distribution of this AIA~' Document, or any portion of it, may result fn severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:04 on 11!21/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1715753780) User Notes: PAPR - 004377 professional liability insurance. § 6.3,2.1 Unless otherwise provided, at the time of execution of the Design-Build Amendment, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction where the ,~,~~' ~~,:~.~ ~^~~~ :~ ~"~ ~ ,~' Project is located, property insurance written on ^ ~..:'a~~'~ ~:~v "~„ ~:~'.° ~ ~ Y. ~ .South Carolina Insurance Reserve Form PD-23. Unless the parties agree otherwise, upon issuance of a Certificate of Substantial Completion, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. ... . .. . .:,.., ~...~.o,-.,..:,.., n..:uo..~.. .. .-...,.o.. .,„a e.,..e.,..e~ ..~~,~.,.tea_,... „_,.e..,,i+ „~~„~ ----o-- - --- --- ---r ------ 113'Sk}P2~-~AS~ § B.3.2.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery ~tst~at~se; . ~ ~ f r ~ .insurance in the form of S.C. Insurance.Reserve Fund ("IRF") PD-Ol, PD-09, and PD-12. ~ _ - • . .. . ~ r. e • ~ ~ - ~ ■_ _ .~szz~!~n _ .1 ~ ~ \" _ ~ _ _ Y_ t ~ Additions and Deletions Report for AIA Document A141T"' — 2014 Exhibit B. Copyright D 2004 and 2014 6y The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and InEernatinnal Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or a~iy portion of it, may result in severe civil and erlminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA soHware at 16:09;04 on 11(21/2015 under Order No.0239586208_1 which expires on 07/1A/2016, and is not for resale, (1715753780) User Notes: PAPR - 004378 ._ .. _ PAGE 4 § B.3.2.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parries in interest shall object in writing within five days after occurrence of a loss to the Owner's exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. Additions and Deletions Report for AIA Document A141 TM — 2014 Exhibit B, Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°~~ Document is protectQd by U.S. Copyright Law and International Treaties. Unauthorized reproduction ar distribution of khis AIA`~' Document, or any portion of it, may result in severo civil and criminal penalYles, and will be prosecuted to the maximurn extent possihie under the law. This document was produced by AIA software at 16:09;04 on 11/21/2015 under Order No.0239586208_1 which e~ires on 0711412016, and is not for resale. (1715753760) User Notes: PAPR - 004379 v1~/lf ~~ - ~4~ Document A141 - 2014 Exhibit A TM Design-Build Amendment This Amendment is incorporated into the accompanying AIA Document l~141T"'-2014, Standard Form of Agreement t3etween Owner and Design-Builder dated the nineteenthn day of November in the year two thousand fifteen (2015) (the "Agreement") (In ivo~~ds, indicate day, month and yeah) for the following PROJECT: (Nar~7e and location a• add~•essJ New Carolina forest Midd(e School :(per Owner's Request for'Proposals No. J141S-91) ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates THE OWNER: (Name, legal status and address) where the author has added necessary information and where Horry County Schools, South Carolina; a political subdivision of the State of South from the original AIA text. Carolina. 335 Four Mile R'd. Conway, SC 29528 This document has important legal consequences. Consultation wiih an attorney is encouraged with respect to its completion or modification. the author has added to or deleted THE DESIGN-BUILDER: (1Vame, legal statzrs and add~~ess) PIRSTFLOOR ENERGY POSITIVE T,LC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located. The Owner and Design-Builder hereby amend the Agreement as follows. TABLE OF ARTICLES A.1 CONTRACT SUM A.2 CONTRACT TIME A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A,4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS A.5 COST OF THE WORK ARTICLE A.1 CONTRACT SUM § A.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder's performance of the Contract after the execution of this Amendment. The Contract Sum shall be one of the following and shall not include compensation the Init. ~ AIA Document A141T"' — 2014 Exhibit A. CopyrightO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`''' pocument is protected by U.S. Copyright Law anQ International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may resWt in severe civil and criminal nenalt(es, and will be prosecuted to tha maximum extent possible under the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586206_1 which expires on 07/14/2016, and Is not for resale. (875259748) User Notes: PAPR - 004380 Owner paid the Design-Builder for Work performed prior to executia~ of this Amendment: (Check the app~~opriate bax.) [ X ] Stipulated Sum, in accordance with Section A.1.2 (Paragraphs deleted) below § A.1.2 Stipulated Sum § A.1.2.7 The Stipulated Sum shall be forty-five million nine hundred thirty thousand two hundred twenty-seven dollars ($ 45,930,227.00 ), subject to authorized adjustments as provided in the Design-Build Documents. (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § A.1.5 Payments § A.1.5.1 Progress Payments § A.1.5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design-Build Documents. § A.1.5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. § A.1.5.1.3 Provided that an Application for Payment is received not later than the day of the month, the Owner shall make payment of the certified amount to the Design-Builder not later than the day 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 than ( )days after the Owner receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) (Paragraph deleted) § A.1.5.1.5 With each Application for Payment the Design-Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. Compensation for design services, if any, shall be shown separately. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. § A.1.5.1.6 In.taking.action on the Design-Builder's Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections A.1.5.1.4 or A.1,5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § A.1.5.1.7 Except with the Owner's prior approval, the Design-Builder shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. Init. AIA Document A141TM' — 2014 Exhibit A. Copyright ~ 2004 and 2074 by The American Institute of Architects. All rtghts reserved. WARNING; This AIA' Document is nrotectod by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~a ❑ocumant, or any ~ortlon of it, may result In sovere civ(I and criminal penalties, and will bo prosecuted to the maximum extent possiblo un8er the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208 1 which expires on 07!14/2016, and is not for resale. (875259748) User Notes: PAPR - 004381 ~. . r § A.1.5,2 Progress Payments—Stipulated Sum § A.1.5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § A.1.5.2.2 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be computed as follows: :, .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of three and one/half percent (3.5 %) on the Work Pending final determination of cost to the Owner of Changes in the Work, amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored offthe site at a location agreed upon in writing), less retainage of three and one-half percent (3.5 %); .3 Subtract the aggregate of previous payments made by the Owner; and Subtract amounts, if any, the Owner has withheld or nullified, as provided in Section 9.5 of the .4 Agreement. § A.1.5.2.3 The progress payment amount determined in accordance with Section A,1.5,2.2 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, [ess such amounts as the Owner shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.6 of the flgreement discusses release of applicable retuinage a~pon Substantial Completion of Work) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Design-Builder, any additional amounts payable in accordance with Section 9.10,3 of the Agreement. (Paragraphs deleted) § A.1.5.5 Final Payment § A.7.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days after the Design-Builder has fully performed the Contract and the requirements of Section 9.10 of the Agreement have been satisfied, except for the Design-Builder's responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements which extend beyond final payment. (Pm~agraph deleted) ARTICLE A.2 CONTRACT TIME § A.2.1 Contract Time, as defined in the Agreement at Section 1.4.13, is the period of time, including authorized adjustments, for Substantial Completion of the Work. § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work as follows: (Cnsert nz~mber of calendar days. Alternatively, a calendw• date may be used when coordinated lvith the date of commencement, if appropriate, insert requirementsfor earlier• Substantial Completion of certain portions of the Work.) calendar days from the issuance of a Notice to Proceed. (Table deleted) subject to adjustments of the Contract Time as provided in the Design-Build Documents. (Inse~•t provisions, tf any, for liquidated damages relating tofailure to achieve Substantial Completion an lime or for bonus paymentsfor early completion of the Work.) Init. ~ AIA pocument A141"" — 2014 Exhlblt A. Copy~IghtO 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright law and International Treaties. Unauthorized ret~roduction ordisfribution ofthis AIA'g pocument, or any portion of it, may result In severe c(vil and criminal penalties, and wfli be ~~rosecuted to the maxtmurn extr:nt possible under the law. This document was produced by AIA software at 18:08:37 on 11121/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (875259748) User Notes: PAPR - 004382 Liquidated damages per A141-2014. ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the Owner's Design Requirements (including addenda to the RFP) and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91. (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraph deleted) § A.3.1.5 Allowances and Contingencies: (identify any agreed z~pon alloN~ances and contingencies, including a statement of their basis.) .1 Allowances As stated in the Design Requirements (as amended by addenda to the RFP) and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91. .2 Contingencies § A.3.1.6 Design-Builder's assumptions and clarifications: § A.3.1.7 Deviations from the Owner's Criteria as adjusted by a Modification: § A.3.1.8 To the extent the Design-Builder shall be required to submit any additional Submittals to the Owner for review, indicate any such submissions below: ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder's key personnel are identified below: (Identify name, title and contact information.) Init. ~ .1 Superintendent .2 Project Manager .3 Others AAA Document A141 T~" — 2074 Exhib(t A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduetion or distribution of this AIA`" Da~ument, or any portion of It, may result in severe civil and criminal penaltlos, and will be prosecuted to the maximum exEent possible under the law. This document was produced by AIA software at 16:08;37 on 11/21/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (875259748) Use►Notes: PAPR - 004383 § A.4.2 The Design-Builder shall retain the following Consultants, Contractors and suppliers, id~tified below: (List name, discipline, address and other information.) ARTICLE A.5 COST OF THE WORK (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § A.5.4 Other Agreements § A.5,4,1 [number not used] § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Documents. § A.5.4.3'The agreements between the Design-Builder and Architect and other Consultants identified in the Agreement shall be in writing. These agreements shall be promptly provided to the Owner upon the Owner's written request. § A.5.5 Accounting Records The Design-Builder sha11 keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under the Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Design-Builder's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Contractor's proposals, purchase orders, vouchers, memoranda and other data relating to the Contract, The Design-Builder shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. § A.5.6 Relationship of the Parties The Design-Builder accepts the relationship of trust and confidence established by this Ageement and covenants with the Owner to exercise the Design-Builder's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. This Amendment to the Agreement entered into as of the day and year first written above. Init. ~ OWNER (Signature) DESIGN-BUILDER (Signah~re) John Gardner, Chief Financial Officer (Printed name and title) Robert Ferris, Authorized Member (Printed name and title) AIA Document A147 T" — 2014 Exhibit A. Copyright ~ 2004 and 2014 by The Amer(can Institute of Arcliltects. All rights reserved. WARNING: This AIA"' Document is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distrihutian of this AIA~' Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208_1 which expires on 07/1412016, and fs not for resale. (875259748) User Notes: PAPR - 004384 __ _ Additions end Deletions Report for AIA~~ Document A141TM — 2074 Exhibif A This Additions and Deletions Report, as defined on page 1 of the assoc(ated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is Indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:08:37 on 11/2112015. PAGE1 This Amendment is incorporated into the accompanying AIA Document A141T"t-2014, Standard Form of Agreement Between Owner and Design-Builder dated the nineteenthn day of November in the year two thousand fifteen (2015~(the "Agreement") New Carolina Forest Middle School (per Owner,'s Request for Proposals Na 1415-91) ,. (Name, legal status and address) Horry County Schools South Carolina apolitical subdivision of the State'of Soutli Carolina. 335 Four Mile Rd. Conway, SC 29528 -- FIRSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 PAGE 2 [ ~ Stipulated Sum, in accordance with Section A.1.2 ~eletr~ ~~--~ — "— '' — _- - - _ _ - _~r_een ..:tw eo,,.:,.., n.'." below in,, a .ti„ ot,,,.s: ..w,. e ~.,«„ c,,,..: n i ~ n ~ z t, _ n ~_n 60~..... ~ § A.1.2.1 The Stipulated Sum shall be forty-five million nine hundred thirty thousand two hundred twenty-seven dollars ($ 45,930,227.00 ), sabject to authorized adjustments as provided in the Design-Build Documents, _ ._ Additions and Deletions Report for AIA Document A141T" — 2014 Exhibit A. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIIJG: This AIAg' Document is protected 6y U.S. Copyright Law and International Treaties. Unautliorizetl reproduction ar distribution of 4his AIA~' Document, or any portion of it, may result in severe civil and erlminai penaltlas, and will be prosecuted to the max(mum extent possible undor the law. This document was produced by AIA software at 16:08:37 an 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (875259746) User Notes: PAPR - 004385 r ;: I~2f~ I. Y L-j~~rrt~zi~~cm"",riv^t1~NJ "~~ N"-~'*•~\~~'~~J ■. •' °- ~ t. - - ~ ■_ !NS7!!!R7~~7:T~iT.fE!!~.. • •. Additlohs and Deletions Report for AIA Document A141T'" — 2014 Exhibit A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is profected by U.S. Copyright LTw and international Treaties. Unauthorized reproduction or distribution of this AIA~ Oocumont, or any portion of it, may result in soverq civil and criminal penalties, and will be prosecuted to the maxfmurn extent posslhle undor the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No,02395862oe_1 which e~ires on 07!1412016, and Is not for resale. (875259748) User Notes: PAPR - 004386 tJt~+ts-ar~d~►m}tat~e►~s Pr+se-yer~Ft ($a9A~ § A,1.5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day ., cn,....,._ of the.., ...w month• :~,~~ .. .. ._ ._ _ _' .. .. § A.1.5.1.5 With each Application for Payment the "'~~,. ,.,:~~, ~ "„~Y^~«ee-' a,r~~:..,...... D-:~~, 4'-~ Design-Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. Compensation for design services, if any, ~'~~"'~~ ~"~..m ~~~~~~'~'., ~x'"~~~'"~ shall be shown separately. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. PAGE 3 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of three and one/half percent (3.5 %) on the Work. Pending final determination of cost to the Owner of Changes in the Work, amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement; Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored offthe site at a location agreed upon in writing), less retainage of three and one-half percent (3_5 %); - ~- ., _ - .. Additions and Deletions Report for AIA Document A141TM — 2014 Exhibit A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WA.RNiNG: This AIA"` DocumenE is protecteQ by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dist~butfan of this AIA~' Document, o~~ any portion of It, may result in severe civil and criminal penalties, and will bo prosecuted {o the maximum extent possible under the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (875259748) User Notes: PAPR - 004387 1- 1. ! \- Y.. \. Y. \. 3. ~. ~. t t \. • •"' Additions and Deletlona Report for AIA Document A141T"' — 2014 Exhibit A. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe e(vfl and criminal penalties, and will pe prosecuted to the maximum extent pos~iblo ender the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (875259748) User Notes: PAPR - 004388 .. § A.1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days after the Design-Builder has fully performed the Contract and the requirements of Section 9.10 of the Agreement have been satisSed, except for the Design-Builder's responsibility to correct non-conforming Work discovered after final payment or to satisfy other ~e~€art~requirements which extend beyond final payment. .. _ .. - ._ _ .. .• - § A.2.2'llie Design-Builder shall achieve Substantial Completion of the Work a.,+o „o.w:~ n....e..a...e.,,,. ~- as follows• calendar days from the issuance of a Notice to Proceed. PAGE 4 Liquidated damages aer A141-2014. ~' § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the ~:~^,wner's Design Requirements (including addenda to the RFP) and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91. 9esa+~e~t Title Sate Rages Additions and Deletions Report for AIA pocument A141TM — 2014 Exhibit A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected Uy U.S. Copyright Law and International Treafies. Unauthorized reproduction or disErihution of this AIAe' Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted Eo the maximum extent possible under the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208_1 which expires on 07/t 4/2016, and is not for resale. (875258748) User Notes: PAPR - 004389 Ses~ie+~ vitae gate Nar~e~ Rages Date ale ~i~le Bate Pages g~o..:a~..t:a,:.,,.:.,~...~..,,;,,~. As stated in the Design Requirements (as amended by addenda to the RFP) and the Design-Builder's proposal to the Owner pursuant to Owner's Solicitation No. 1415-91. PAGE 5 . . ~ n.~ 'mburse~--as—Ra ~~-6es~s 4~... \Xl.~rl~ n{ i~.0 nihe nw' nL4. 1~~.0 /1~~ erin w ..~ ~ n4 i.{~ni{~e~ r ~•.. ~ . ._ . .. .. _ .. ~. ... r -- .. .. .. .,.. . Additions and Deletions Report for AIA Document A147 T" — 2014 Exhibit A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any poKion of it, may result in severe efvfl and criminal pe~altiss, and will be prosecuted to the max(mum extent ~~ossible under tha law. This document was produced by AIA software at 16:08:37 on 11/2112015 under Order No.0239586208_1 which expires on 07/14!2016, and is not for resale. (875258748) User Notes: PAPR - 004390 ■ • \. 1. \" ~ • • ~. ~ •. \. Y. ~ r •- .. .. ~ ~ _ \. _ •. \. 1" \. \" _ - ■. \" ■' ■ - 1 - Additions and Deletions Report for AIA Document A141T" — 2014 Exhibit A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. UUARNING: Yhis AIA~~ Document is protested by U.S. Copyright Law and International Treaties. Unauthorized reproduction ar distribution of this AIA~ Document, or any portion of (t, may result In severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:06:37 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (875259748) User Notes: PAPR - 004391 Add(tions and Deletions Report for AIA Document A141T" — 2014 Exhibit A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Lew and International Treaties. Unauthorized reproduction or distribution of this AIA`~' Document, or any portion of it, may result in sovere civil and crlminal penalties, and will be prosecuted to the maximum extent possiblo under the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208_1 which exp(res on 07/14/2016, and Is not for resale. (875259746) User Notes: PAPR - 004392 - s r. •. r. _ r. r e • ~. •. ~. •. • ~. •. ~ ~. § A.5.4.1 ..a ..,:t►..w,..._ ,..,,:~.. a,,.:,.....toa w.. ~~.o n..,..e..,jnumber not usedl § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment , provisions of the Design-Build .., John Gardner,.Chief Financial Officer Robert Ferris, Authorized Member Additions and Deletions Report for AIA Document A141*"' — 2074 Exhibit A. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thfe AIA`'' Document is protected 6y U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any poreion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximurn exEent possible under the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (875259748) User Notes: PAPR - 004393 Certification of Document's Authenticity AIA° Document D401'"' — 2003 I, ,hereby certify, to the best of my knowledge, information and belief, that Y created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:08:37 on 11/21/2015 under Order No. 0239586208 1 fi•om AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA~ Document A141TM — 2014 Exhibit A, Design-Build Amendment, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (flated) AIA Document D401 T'" — 2003. Copyright ~ 1992 and 2003 by The American Instltute of Architects. All rights reserved. WARNING: This AIA"' document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"~ Document, or any portion of it, may result in sevorc+ civil and criminal penalties, and will be prosecuted to the maximum extent ~ussible under the law. This document was produced by AIA software at 16:08:37 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. {875259748) User Notes: PAPR - 004394 .~ \~~~v~ =~~~~ ^a' e~ea O Document A141TM - 204 Standard Form of Agreement Between Owner and Design-Builder AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015). (In words, indicate day, month andyear) BETWEEN the Owner: (Name, legal status, address and other info~•mation) Horry County Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd ~ Conway, SC 29528 PO Box 260005 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added Information as well as revisions to the standard form text is available District Office Phone 843.488.6700 from the author and should be and tha Design-Builder: (Narrte, legal status, address and other information) reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where FTRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 from the original AIA text. for the following Project: (Name, location and detailed description) New Carolina Forest Middle School (per Owner's Request for Proposals No. 1415-91) Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. the author has added to or deleted This document has important legal consequences. Consultation with an attorney is encouraged with respect to Its completion or moditication. Consultation with an attorney is also encouraged with respect to professional licensing requirements ~n the jurisdiction where the Pro)ect is located. The Owner and Design-Builder agree as follows. Inif. AAA Document A141T"' — 2014. Copyright m 2004 and 2014 by The American Instltute of Architects. All Nghts reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law nnci International Treaties, Unauthorized reproduction or distriUutipn of this AIA~' Document, or any portion of it, may result in severe civ(1 and criminal penalties, and will be prosecufad to the maximum extent possible under the law. This document was produced by AIA sofNvare at 16:07:28 on 11/2112015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004395 ~ TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTIQN OF THE DESIGN-BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER'S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT TABLE OF EXHIBITS A DESIGN•BUILD AMENDMENT B INSURANCE AND BONDS ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner's Criteria This Agreement is Uased on the Owner's Criteria set forth in this Section 1.1. (Note the disposition for the following Items by inserting the requested information or• a a~tatement such as "not applicable" or "unknown at time of execution. "!f the Chvner intends to provide a set of design documettts, and the regzrested information is contained in the design documents, identify the design documents and insert "see O~a~ner's design documents" where appropriate.) i § 1.1.1 The Owner's program for the Project: (Set fo~•th the program, identify documentation in which the program is set forth, or state the naanne~^ in which the p~•ogram will he developed.) Per "Design Requirements" published for Solicitation No. 1415-91 and .Design-Tiuilder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of education on November 2, 2015. Init. ~ AIA Document A141T^' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNIh1G: Thfs AIA"' ❑ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuEed to the maximum exlGnt possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004396 i 2 _. . ....- § 1.1.2 The Owner's design requirements for the Project and related documentation: (Ident~ beloia; or in an attached exhibit, the documerrtatio~a that contains the Owner's design requirements, including any performance specificationsfor the P►•oject.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horry County Board of Education on November 2, 2015. 1. § 1.1.3 The Project's physical characteristics: (Ident~ or' describe, if appropriate, size, location, dimensions, or other pertinent inforn~ation, such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability ofpublic and private utilities and services; legal description of the site; etc.) Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any: (Identify the Owner's Sustainable Objective for the Project such as Sustainability Certiftcation, benefit to the envi~•onment, enhancement to the health and well-being of ba~ilding occupants, or improvement of ener&y efficiency, If the Oivner identifies a Sz~stainable Objective, incorporate AIA Docu~nentA141TM-2014, Exhibit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.). Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 Number not used. § 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Provide -totalfor Owner's budget, and if known, a Itne item breakdown of costs.) Per "Design Requirements" published for Solicitation No. 1415-91 as amended through the Board of education's action November 2, 2015. § 1.1.7 The Owner's design and construction milestone dates: (Paragraphs deleted) Per "Design Requirements" published for Solicitation No. 1415-91 § 1.1.8 The Owner requires the Design-Builder to retain the following Architect, Consultants and Contractors at the Design-Builder's cost: .1 Architect SFL+A Architects, P.A. 333 Fayetteville Street Suite 225, Raleigh, NC 27601. .2 Consultants Per Design-Builder's Proposal to Owner pursuant to Solicitation No,1415-91. .3 Contractors Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. § 1.1.9 Additional Owner's Criteria upon which the Agreement is based: (Ident~ special characteristics ar needs of the Project not identz;Pied elseiahere, such as historic preservation requirements.) Init. aA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AfA`" Document is protected by U.S. Capyriyht Law and International Treaties. Unauthorized reproduction or distribution oP this ~11A° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/2112015 under Order No.0238586208_1 which expires on 07/14!2016, and is not for resale. (1229084528) User Notes: PAPR - 004397 3 Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3) including all post-occupancy requirements published in the solicitation as amended by addenda. § 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 1.1.12 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"'-2d 13 to establish the protocols for the development, use, transmission, and exchange of digital data and building information modeling. 1.2 Project Team 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: Executive Director of Facilities (or a designee identified in writing by the owner.) Horry County Schools Facilities Department, 1160 E Highway 50 Conway, SC 29526 843.488.6965 § 1.2.2 The persons or entities, in addition to the Owner's representative, who are required to review the Design-Builder's Submittals are as follows: (List name, address and other information.) Owner may utilize third party project management which will also receive submittals. § 1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if known, identify by name and add~~ess.) To be determined by Owner. If retained, such consultants will be identified promptly.. § 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other informarion.) Robbie Ferris, S.C. AR.6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 § 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party. § 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following: [ X ]Litigation in a court of competent (Paragraphs deleted) jurisdiction, nonjury before a circuit judge in Horry County, SC. Illft. ~ AAA Document A141T"' — 2074. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' pocument is protected by U.S. Copyright Law and Intornatfanal Treaties. Unauthorized reproduction or distribution of this AlA~ Document, or any portion of it, may result in sovero civil and criminel penalties, and will be prosecuted to the maximum extent possihle underthe law. This document was produced by AIA software al 16:07:28 on 11/21/2015 under Order No.o239588208_1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004398 § 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. § 1.A,2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral, The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. § 1.4.3 The Work. The term "Work" means the design, construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project. § 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construction by the Owner and by separate contractors. § 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or. later developed, of the tangible and intangible creative work performed by tl~e Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. § 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification. § 1.4.7 Owner. 'Tile Owner is the entity identified as such in the Ageement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (including these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or office division titles as may be applicable to such employees. § 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Design-Builder" means the Design-Builder or the Design-Builder's authorized representative. § 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. Init. ~ AIA Document A141 T" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: 'This AIA" Gocument is profacted by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent posslhle underthe law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.D239586208 1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004399 5 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-guilder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as singular in number and means a Contractor or an authorized representative of the Contractor. 1,4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential." § 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of tha Work. § 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically~defined. § 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.l of the Design-Build Amendment. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Performed Prior To Execution of Design•Build Amendment § 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows: (Insert amount of, or basisfor, compensation, inclx~ding compensation for any Sustatnability Services, or indicate the exhibit in which the information is provided. If there wild be a limit on the total amoz~nt of compensationfor YVork performed prior to the execution of the Design-BuildAmendment, state the amount of the limit.) The Design-Builder may invoice the owner for $1,118,043. for its design work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. (Paragraphs deleted) § 2.1 number not used] (Paragraphs deleted) (Table deleted) . §.2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment § 2.1.4.1 Payments are due and.payable upon presentation of the Design-Builder's invoice. (Paragraphs deleted) The Owner will not pay interest on unpaid sums. This is a specific waiver of requirements of S.C. Code Ann. §§ 29-6-30 and 29-6-50. (Pa~•agraph deleted) § 2.2 Contract Sum and Payment for Worlc Performed After Execution of Design-Build Amendment For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Amendment. ARTICLE 3 GENERAL REQUII2EMENTS OF THE WORK OF T~iE DESIGN-BUII.D CONTRACT § 3.~ General § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located, Building Permit and Other Permits and Fees: No general building permit is required in accordance with § 6-9-110 of the South Carolina Code of Laws; however, the Contractor shall be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional Init. ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any portion of it, may result in severo civil antl criminal penalties, and will be prosecuted to the maximum extcent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is notfor resale. (1229084526) User Notes: PAPR - 004400 6 cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments, utility impact fees, permits, and such charges required for the successful completion of the work. For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority) beyond five (5) days that a jurisdictional authority takes to respond to a permit application or similar permit request that is on the project's critical path, the Design Builder may claim one (1) additional day for the achievement of Substantial Completion. § 3.1.2 T'he Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner. §. 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, Tf the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, acid their agents and employees, and other persons or entities performing portions of the Work. § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling ofthe Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. The Office of School Facilities (OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildings, including the Districts school facilities. § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. As stated in the Design Requirements, the Design-Builder shall submit written progress reports, photographs of Work in progress, and other data to the Owner electronically, or through the Owner's option, project management software, showing estimated percentages of completion and other information identified below: Work. completed for the period; .i .2 Project schedule status; Submittal schedule and status report, including a summary of outstanding Submittals; .3 .4 Responses to requests for information to be provided by the Owner; .5 Approved Change Orders and Change Directives; Init. ~ AIA Document A141T"" — 2014. Copyright O 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA`" Document is protected by U,S. Copyright Law and InfemaEional Treaties. Unauthorized roproductian or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent passible under the law. Thls documentwes produced by AIA software at 16:07:28 on 11/21/2015 under Order No.o2395862oe 1 which e~fres on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004401 7 .6 .7 .8 .9 .10 Pending Change Order and Change Directive status reports; Tests and inspection reports; Status report of Work rejected by the Owner; Status of Claims previously submitted in accordance with Article 14; Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any; .11 Current Project cash-flow and forecast reports; and .12 Additional information as designated by the Owner through its project management software data requirements. § 3.1.8.2 In (Paragraphs deleted addition to the requirements of § 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. § 3.1.9 Design-Builder's Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner's information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. § 3.1.10 Cerfifications. Design-Builder shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11 Design-Builder's Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld. T'he Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work, If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals. § 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (l) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. § 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents. The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in Init. AIA Document A141 T"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. Ail rights reserved. WARNING: This AIAm Document is protected by U.S. Copyright Law and International Treaties. Unauthorized rQproduction or distribution of this AIA`~ Document, or any poHion of it, may result in severe civil and criminal penalties, and will be prosecuted to the rnaximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.02385862oe_1 which expires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004402 writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals. § 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Subnnittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees. § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder. § 3.1.1.4 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3,1,14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that assignment is effective only after termination of the Contract by the Owner for cause, pursuant to .1 Sections 13.1.4 or 13,2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and assignment is subject to the prior rights ofthe surety, if any, obligated under bond relating to the .2 Contract. Init. ~ AIA Document A141 *"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Th(s AIA"' Document is protoc[ed by U.S. Copyright Law anti International Treaties. Unouthorizecl reproduction or distribution of Yliis AIA``' ~o~ument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent posslhle under the law. This documentwas produced by AIA soHware at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and Is not for resale. (1229084528) User Notes: PAPR - 004403 9 When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Worlc has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the agreement. § 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification. [Numbers §4.2 & §4.3 intentionally not used] (Parag~•aphs deleted) § 4.4 Design-Builder's Construction Proposal § 4.4.1 'The Design-Builder's Construction Proposal shall include the following: .1 A list of the documents and other information, including the Design-Builder's original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation method; .3 The proposed date the Design-Builder shall achieve Substantial Completion ; An enumeration of any qualifications and exclusions, if applicable; .4 .5 A list of the Design-Builder's key personnel, Contractors and suppliers; and .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed. § 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the Design-Build Amendment setting forth the terms of their agreement. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT § 5.1 Construction Documents § 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents. § 5.1.2 T'he Design-Builder shall provide the Construction Documents to the Owner for the Owner's information. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. T'he failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents. § 5.1.2.1 The Design-Builder shall submit three copies of all Construction Documents prepared and submitted to Regulatory Agencies as a portion of the permitting and approval process for this work. Init. AAA Document A141T"~ — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA° Document, or any ~~or~ion of it, may result in savere clvll and orlminal penalties, and wlll be prosecuted to the maximum extont passible under the law, This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_i which e~ires on 07/14/2018, and is not for resale. (1229084528) User Notes: PAPR - 004404 ~~ ~ i r i i § 5.2 Construction § 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment. § 5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner's right to reject the Design-Builder's Proposal. § 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder's best skill and attention. The Design-Buiider shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters. § 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (1) record copy of the Contract Documents including approved changes in good order and marked currently. to record changes and selections made during performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shag provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and paper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of performance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. Contractor's Quality Control Program: The Contractor shall institute and maintain throughout the contract term a quality control program, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at' all times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Compliance with Employment Laws: By entering into a Contract Agreement, the Contractor agrees to abide by all applicable laws pertaining to employment including, by way of illustration and not limitation, the following: A. Title VII ofthe Civil Rights Act of 1964, as may be amended. a. Age Discrimination in Employment Act of 1964, as maybe amended. c. Title I of the Americans Disabilities Act of 1990, as may be amended. D. Equal Pay Act of 1963, as may be amended. e. Fair Labor Standards Act;as may be amended. F, South Carolina Wages Act, Code 37-10-10 et sey., as may be amended. ~. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any 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 norrr►al operations of the Contractor. The Contractor, in all solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this paragraph in every subcontract or purchase agreement of more than $10,000. Init. ~ AAA Document A141T"' — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Thia AIA" Document is protecfed by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihutiai of this AIA~ Document, or any portion of it, may result in severo civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 16:0728 on 11/21!2015 under Order No.02395a6208_i which expires on 07NM2016, and is not for resale. (1229084528) User Notes: PAPR - 004405 ~~ Employment Taxes and Benc~ts: Unless under order from the Internal Revenue.Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the Districts employees. Further, the District shall not provide any employment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcont~•actor or supplier employees. Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager to the project and identified in Exhibit A. The Project Manager shall secure the materials of proper quality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted . work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. The Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without approval of the District. Project Key Staff -- Worksite Superintendent(s): The Contractor shall employ at least one (1) full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s), No less than one (1) Worksite Superintendent shall be in attendance at -the worksite at all times during performance of any work by the Contractor's own forces or subcontractors and during delivery of any materials. The Worksite Superintendent shall not perform the work of any trade or other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change any Worksite Superintendent or the duties or status of same during the course of the project without approval of the District. The Worksite Superintendents) shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worlcsite Communications: The Project Manager and Worksite Superintendents) are representatives of the Design Builder and communications given to them, either orally or in writing, shall be as binding as if given to the Principal of the Design Builder. § 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. § 5:3.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions only in accordance with Article 6. § 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Work, The Design-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, fox the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. § 5.5 Permits, Fees, Notices and Connpliance with Laws § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the permits, fees, licenses,. and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. § 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. § 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Init. ~ AIA Document A141T"" — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. Ali rights reserved. WARNING: This AIA~' Qocument is protected by U.S. Copyriyht Law anti InternaEional Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result In severe c(vfl and crlminal henaltios, and will bo prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/2112015 under Order No.0239566206_1 which expires on 07/14/2016, and is not for resale. (1229084528) User Notas: PAPR - 004406 ~z Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of the Work, shall reconunend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents •and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14. § 5.5.4 If, in the course of the Worlc, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features, Requests for adjustments in the Conta•act Sum and Contract Time arising from the existence of such remains or features maybe made as provided in Article 14. § 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items covered Uy allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection. § 5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly .3 by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section 5.6.2.2. § 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. § 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. § 5.7.2 If the Design-Builder desires to change any ofthe personnel, Contractors or suppliers identified in the Design-Build .Amendment, including but not limited to any contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a In it. ~ AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law anti InternaEional Treaties. Unauthorized reproduction or distribution of this AIA°' Document, or any partinn of it, may result in severe civil and criminal penalties, and will be prosecuted to the rnaximum extent possible under the law. This document was produced by AIA software at 16;07:28 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and Is not for resale. (1229084528) User Notes: PAPR - 004407 ~3 special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. § 5.8 Documents aad Submittals at the Site Tn addition to any Owner requirements to keep electronic project data up to date, the Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Conshuction Documents, in good order and marked currently to indicate field changes and selections made during construction,.and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site T'he Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or paztial(y completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work. § 5.11 Cleaning. Up § 5.11.1 The Design-Buitder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project. § 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site. § 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14. § 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner. § 5.13.1.3 'The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules, The Init. ~ AIA Document A147 n^ — 2014. Copyright ~ 2D04 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is 14 protected by U.S. Capyriyht Law anti International Treatios. Unauthorized reproduction or distrihution oFthis AIA~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by Is resale. which expires 07/14/2016, and not for 11/21/2015 Order No.0239586208_1 on under AIA software at 16:07:28 on (1229064528) User Notes: PAPR - 004408 Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder, separate conh•actors and the Owner until subsequently revised. § 5.13.X.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contract, § 5.14 Mutual Responsibility § 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their.activities, and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents. § 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable, § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities or defective construction. § 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construcrion of the Owner or separate contractors in Section 5.10. § 5.15 Owner's Right fo Clean Up If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 6 CHANGES IN TAE WORK § 6.1 General § 6.1.1 Changes in the Worlc maybe accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their ageement upon all of the following: .1 The change in the Work; The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the .2 Design-Build Amendment, the adjustment in the Design-Builder's compensation; and .3 The extent of the adjustment, if any, in the Contract Time. Init. ~ AIA Document A147'"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This A1R" Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIAW bocument, or any portion of it, mey result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible undertho law. This document was produced by AIA soRware at 16:07:28 on 11/2112015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004409 ~5 § 6.3 Change Directives § G.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustment shall be based on one of the following methods; .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 6.3.7. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently ageed upon, and if quantities originally contemplated are materially changed in a proposed Change-Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted. § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder's compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 6.33.3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following: .Change Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify with appropriate supporting data. direct costs attributable to the change, Direct costs attributable to the change in work shall be limited to the following: A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping, handling, fabricating, sales tax (8%required in Horry County and 9%within certain incorporated parts of the City of Myrtle Beach as of August 1, 2009), or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer. B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such change in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existing work force, in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any additional contract time or laborers shall Init. ~ AIA Document A141 *'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.5. Co~~yri~ht Lnw ~ncl International Treaties. Unauthorized reproduction or distribution of this AIA"~ Dpcument, or any portion of it, may result in severe clvll antl criminal penalties, and will he prosecu4ed to the maximum extant posslhla under the law. This document was produced by AIA software at 16:07:28 on 11/21(2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004410 ~s be actual hourly rates not to exceed thirty dollars ($30) per hour unless documented proof of payment of a higher hourly rate for a specific skilled laborer is approved by the District prior to Change Order execution. C. Costs of fringe benefits for additional direct labor, including social security, unemployment or other taxes, health and workers' compensation insurances, or other benefits required by agreement, custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the right to request itemized documentation proving the fringe benefit rate used. D. Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by the Contractor or any subcontractor affected by the change but shall be necessary to the accomplishment of the work required. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shall not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. E. Costs of permits or inspection fees directly attributable to the change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the Contract Agreement. F. Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere. The Contractor shall be responsible for notifying the Surety of any changes in the contract price, if required by the Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may be perceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: A. Labor hours and fringe benefit costs of the worksite superintendents) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to any extension of time beyond the last approved completion date. An increase in contract price for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of equipment generally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, signage, .fencing, vehicles, fitel, and so forth. D. Transportation or travel costs related to the transporting of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including parking, tolls, fines, meals, per diem, hotel, living expenses, or other such costs. E. Costs attributable to expediting delivery of materials, equipment or processes including telephone calls, facsimile transmissions. copying, employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office, home office or corporate office as well as office staffing. equipment and consumables, and so forth. G. Costs for maintaining on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, payroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. J. Other such indirect costs of doing business or costs normally considered inclusive in overhead. Allowable Overhead and Profit Charges: Additional overhead and profit attributable to the change in contract Init. ~ AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The Ama~Ican InsUtuta of Architects. All rights reserved. WARNING: This AIA"' bacament is protected by U.S. Copyriyht Law and International Treaties. Unauthorized raprodurtion or distrihution of this AIA~ Document, or any portion of ft, may result In severe civil and criminal penalties, and will be prosecuted to the maximurn extent possible under the law. This documentwas produced by AIA software at 16:07:28 on 11121/2015 under Order No.0239586208_1 which expf~es on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004411 17 pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B. For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. C. For work performed by a subcontractor, overhead and profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. Retainage: The District requires a retainage of three and one-half percent (3.5%) of the total contract price, as may be amended by.any approved Change Order, to be withheld from the Contractor's paynnents throughout the term of the Agreement and payable at the time of fi nal payment after a) full completion of all work to be performed and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the project evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and one-half percent (3.5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt payment of retaipage 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 Conhactor's retavied funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of payment of debts/claims submitted with final documents. § 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Surr► or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are •involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right of Design-Buitder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design-Builder agee with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. ARTICLE 7 OWNER'S RESPONSIBILITIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to give notices of project commencement and take other action to protect the integrity and exclusivity of the project payment bond(s). § 7.2 Information And Services Required of the Owner § 7.2.1 'The Owner shall furnish information or services required of the Owner by the Design-Build Documents with reasonable promptness. Init. ~ AIA Document A141^^-2014. Copyright02004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyrl~ht Law and International Treaties. Unauthorized reproduction or distribution of this AIA`° Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted eo the maximum extQnt possihle under the law. This document was produced by AIA software at 16:07:28 on 11121/2015 under Order No,0239586208_1 which e~ires on 07/14/2016, and Is not for resale. (1229084528) User Notes: PAPR - 004412 ~$ § 7.2.2 The Owner shall provide, to the extent under the Owner's control and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner's control. § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2:4 The Owner shall cooperate with the Design-guilder in securing land development, zoning, and other permits, licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof, In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work. § 7.2.6 Tf the Ownec oUserves or otherwise becomes aware of a fault or defect in the Work or non-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design-Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Design-Build Documents and the Design-Builder's Proposal.. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required.. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineers) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. § 7.3 Submittals § 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining that the Submittals are in conformance with the Design-Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner's action will be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner's judgment to permit adequate review. The Owner's review of Submittals shall not relieve the Design-Builder of the obligations under Sections 3.1.11, 3.1,12, and 5.2.3. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component. Init. ~ AIA Document A141T'" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, pr any portion of it, ittay result in severe civil antl crimlr~al penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586206_1 which e~ires on 07/14/2016, and is notfor resale, (1229084528) User Notes: PAPR - 004413 ~9 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its designee shall notify the Design-Builder of any non-confornnance with the Design-Build Documents the Owner discovers. § 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design-Builder's rights and responsibilities under the Design-Build Documents. § 7.5 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with the. requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder. § 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder, the Architect, Consultants, Conhactors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 7.7'The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. § 7.8 Owner's Right to Stop Work If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5.13.1.3. § 7.9 Owner's Right to Carry Out the Worlc If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. For Work on the critical path to beneficial occupancy of the Project (or defined component thereof the ten-day period referenced herein is reduced to five (5) days during the 60 days prior to substantial completion as shown on the last schedule properly submitted under § 3:1.9. ARTICLE 8 TIME § 8.1 Progress and Completion § 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. § 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effeptive date of insurance, other than property insurance, required by this Contract, The Contract Time shall not be adjusted as a result of the Design-Builder's failure to obtain insurance required under this Contract. § 8.1.3 The Desigt-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.1.4 LIQUIDATED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF TI-~ WORK. Init. ~ AIA Document A147 TM — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Lew and International Treaties, Unauthorized repradiietion or distrihution of this AIA~9 DocumenF, or any portion of it, may result in severe civlt and criminal penalties, and will he prosecuted to the maximum extent posslhle under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208 7 which expires on 07/14/2016, and is notfor resale. (7229084528) User Notes: PAPR - 004414 20 The Owner and the Contractor agree that time is of the essence and that the Owner will suffer significant damage, hardship, and loss if the Work is not substantially completed within the Contract Time. Damages the Owner will incur as a result of breach of contract by failure to achieve substantial completion are: use of relocatable classrooms; use of alternate sites for the educational program; disruption of class locations; disruption of athletic program; disruption of public service activities planned for the project; loss of rental of the project; security risks due to corriingling of project workers with additional persons on and near the site; additional safety risks of equipment, vehicles,. and unfinished work on the campus during the academic term; general disruption of the teaching and learning process due to project activities during the academic term; moving equipment during the academic term when students and full staff are present; harm to the Owner's reputation and established goodwill among the community, parents, students, and staff due to late delivery of the project; loss of student morale and academic performance due to the ongoing Work during the academic term; harm to the Owner's public relations; disruption and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordingly, such damages are converted to Liquidated Damages as follows: for each day the Work is not Substantially Complete beyond the Contract Time allowed for Substantial Completion, liquidated damages of $1000 will be due from the Design-Builder to the Owner; for each day the Worlc is not Finally Complete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Owner. § 8.2 Delays and Extensions of Time § 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Worlc by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder's control; or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. § 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. (Paragraph deleted) § 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions a) were abnormal for a period of time which could not have been reasonably anticipated; b) had an adverse effect on the work scheduled, and alternate work unaffected by the weather could not have Veen 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 construct9on schedule including, but not ]ixnited to, rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work days within the work week, or other such actions. Such time extension request shall be in writing and submitted to the District for approval within ten (10) days firom the end of the event causing the impact on the construction schedule. An extension of time not requested within the appropriate time period shall not be considered. The approved extension of time shall be incorporated in the next Change Order. § 8.2.4 Anticipated Weather Delays: A total of two (2) days per calendar month (non-cumulative) shall be anticipated by .the Contractor as "adverse weather," and such tinne shall not be considered justification for an extension of time, Such anticipated adverse weather days are established only for normally scheduled work days, excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days are severe enough to impact the scheduled work on the following work day. If adverse weather days beyond the two (2) days anticipated are substantiated and the Contractor could not mitigate the impact of the additional adverse weather days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction schedule and only to the extent of one (1) full day of extended time for each full working day of adverse weather conditions which prevented aforty-hour work week within a seven (7) day calendar week. A request for adverse weather extension shall not be allowed after the date established for substantial completion. ARTICLE 9. PAYMENT' APPLICATIONS AND PROJECT COMPLETION § 9.1 Contract Sum The Contract Sum is stated in the Design-Build Amendment. Init. ~ AIA Document A141TM — 2D14. Copyrights 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`" Documont is protected by U.S. Ca~>yriyht Law and Intematianal Troaties. Unauthorized reproduction or distribution of this AIA~a Document, or any portion of it, may result in severe cfvll and crtminai penalties, and will bo prosecuted to the rnaximum extent possible under the law. This documentwas produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004415 21 § 9.2 Schedule of Values Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment. § 9.3 Applications for Payment § x.3.1 At least TWENTY ONE days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. § 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay. § 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or offthe site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Design-Builder warrants that title to all Work, other than Ltstruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work, § 9.4 Certificates for Payment SEE § A.1.5.1.3 FOR SCHEDULE. In accordance with the schedule set forth in § A.1.5.1.3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold Certification § 9.5.1 'The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Design-Builder's Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible because of defective Work, including design and construction, not remedied; .1 Init. ~ AIA Document A141 *"' — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA'°' document is protected by U.S. Copyright Law Anrl International Treaffes. Unauthorized reproduction or di3frilxition of this AIA`' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extmnt possihla under the law, This document was produced py AIA software at 16:07:28 on 11121/2015 under Order No.0239586208_1 which e~ires on 07/1412016, and is not for resale. (1229084526) User Notes; PAPR - 004416 22 .2 .3 .4 .5 .6 .7 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a separate contractor; reasonable evidence that the Work will nat be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9.5,1.3, the Owner may, at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design-Builder, § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor. § 9.6.5 _Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. (Paragraph deleted) § 9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design-Builder, within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days' written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be Init. ~ AAA Document A141'"' — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNItdG: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in sevmre civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 76:07:28 on 11/21/2015 under Order No.o239586208_1 which mires on 07/14/2016, and is not for resale. (1229084528) Uaer Notes: PAPR - 004417 23 extended appropriately and the Contract Sum shall ba increased by the amount of the Design-Builder's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. § 9.8.2 When,the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall submit to the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of tfie Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-guild Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another review of the Work by the Owner. § 9.8.4 Prior to issuance of the Certificate of Substantial Complerion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties' obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will obtain for the Owner an occupancy permit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate, Upon the Owner's acceptance, and consent of surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work diet is incomplete or not in accordance with the requirements of the Design-Build Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progess of the Work shall be determined by written agreement between the Owner and Design-Builder. § 9.9.2 Lnmediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly review the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work, Init. AIA Document A141TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protec4ed by U,S. Copyric7ht L.aw and International Treaties. Unauthorized reproduction or distribution of this AIA~a document, or any p~rtian of it, may result in severe civ(1 and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 16:07:28 on 11/21/2015 under Order No.02395862oe_t which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004418 24 § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents. § 9.10 I~tinal Completion and Final Payment § 9.10.1 Upon receipt of the Design-Builder's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Owner or the Owner's property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied,'(2) a certificate evidencing that insurance required by the Design-Build Documents.to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment, (5) as-constructed record copy of the Construction Documents marked to.indicate field changes and selections made during construction, (6) manufacturer's warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner maybe compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. Ifthe remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 T'he making of final payment shall constitute a waiver of Claims by the Owner except those arising from liens, Claims, security interests or encumbrances arising out of the Contract acid unsettled; .1 .2 failure of the Work to comply with the requirements of the Design-Build Documents; .3 terms of special warranties required by the Design-Build Documents; .4 post-occupancy services to be provided by or through the Design-Builder. § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to employees on the Work and other persons who may be affected thereby; .1 Init. ~ AIA Document A141 TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AI1+" Document is profected by U.S. Copyright Law and International TreaEies. Unauthorized reproduetio~~ or distribution of this AIA61 Document, or any portion of it, may result In severe civil antl criminal penalties, and w111 be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which e~irea on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004419 25 .2 .3 the Work and materials and equipment to be incorporated therein, whether in storage on or ofFthe site, under care, custody or control of the Design-Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design-Builder; and other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction, § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawfitl orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss. § 10.2.3 The Design-Builder shalt implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property inswance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1,3; except damage or loss attributable to acts or omissions of the Owner, or.anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section 3.1.14. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder's organization, at the site, whose duty shall be the prevention of accidents. This person shall be the Design-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regaa•ding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. § 10.3.2 Upon receipt of the Design-Builder's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Init. ~ AAA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: Tfiis AIA~ Document is protected by U.S. Copyrfyht Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~ Document, or any portion of it, mxy result In severe civil and criminal penalties, and wit► be prosecuted to the max(mum extent ~ossibie under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale, (1229084528) User Notes: PAPR - 004420 26 Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owne►• and Design-Builder. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder's reasonable additional costs of shut-down, delay and start-up. § 10.3.3 To the fullest extent permitted by (aw, the Owner shall indemnify and hold harmless the Design-Builder, the Architect, Consultants, and Contractors, and employees of any of them, firom and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area., if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, siclmess, disease or death, or to injury to, ox destruction of, tangible property (other than the Work itsel fl, except to the extent that such damage, loss or expense is dua to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 103 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner's Criteria. The Owner shall be responsible for materials or substances required by the Owner's Criteria, except to the extent of the Design-Builder's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) where the Design-Builder fails to perform its obligations under Section 10,3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence, § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Design-guilder shall act, at the Design-Builder's discretion, to prevent threatened damage, injury or loss. ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design-Builder has covered to determine if the Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust the Contract Time and Contract Sum, as appropriate. If such Work is not in accordance with the Design-Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder's expense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. § 11.2 Correction of Work § 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work either rejected by the Owner or.failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shalt be at the Design-Builder's expense. Init. ~ AAA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal ponaltles, and will be prosecuted to the irtaximurn extQnt possiblo under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208 1 which expires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004421 27 § 11.2.2 After Substantial Completion § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within the three-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of flee Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Ownea• to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During this period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. § 11.2.2.2 This year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 This period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. § 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. § 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design-Builder's wrrection or removal of Work that is not in accordance with the requirements of the Design-Build Documents. § 11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the two-year period for correction of Work as described in Section 1 t.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. § X 1.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjushnent shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written agreement specifying the nonconformiTy and the Owner's informed consent to accept it. Nonconforming Worlc shall not become accepted Work by inaction or implication, ARTICLE 12 COPYRIGHTS AND LICENSES § 12.1 Drawings, specifications, and other documents furnished by the Design-Builder, including those in electronic form, are Instruments of Service. The Design-Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. § 12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. Init. ~ AAA Document A141 T"' — 2014. Copyright m 2D04 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA~ Documont, or any portion of it, may result in sevore civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order Na.0239586208 1 which expires on 07!14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004422 z$ § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service for purposes of constructing, using, maintaining, altering and adding to the Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the Project. 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Any architect receiving the original plans from the Owner must first acknowledge and accept full responsibility for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility of any kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architects) for other Projects, then the original Architect, if not retained for the other project(s), shall be relieved of any liabilities arising out of the other Projects) and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason to obtain a limited, irrevocable and non-exclusive license for purposes of constructing, using, maintaining, altering and adding to the Project, subject to South Carolina regulations and policies concerning successor design professionals... § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment § 13.1.1 If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design-Builder's option, cause for suspension of performance of services under this Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days' written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work: Before resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated far the Work performed prior to notice of such suspension. When the Project is resumed, the Design-Builder shall be compensated for expenses incurred in the interruption and resumption of the Design-Builder's Work. The Design-Builder's compensation for, and time to complete, the remaining Work shall be equitably adjusted. § 13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder, the Design-Builder may terminate this Ageement by giving not less than seven days' written . notice, § 13.1.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 13.1.5 The Owner may terminate this Ageement upon not less than seven days' written notice to the Design-Builder for the Owner's convenience and without cause. Init. ~ AIA Document A741 ^" — 2014. Copyright 8 2004 end 201A by The American Institute of Architects. All rights reserved. WNRNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~D Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosQcuted to the maximum extent possible under the law, This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No,0239586208_1 which expires on 07/14/2016, and is not for resale, (1229084528) User Notes: PAPR - 004423 29 § 13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. § 13.2 Termination or Suspension Following Execution of the Design-Build Amendment § 13.2.1 Termination by the Design-Builder § 13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design-Builder, the Architect, a Consultant, or a Contractor, or their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act'of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design-Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design-Build Documents; or .4 The Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section 7.2.7. § 13.2.1.2 'The Design-Builder may terminate the Contract if, through no act or fault of the Design-Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13,2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, oc 120 days in any 365-day period, whichever is less. § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13,2.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit on that executed Work, and costs incurred by reason of such termination. § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design-Builder because the Owner has repeatedly failed to fulfil] the Owner's obligations under the Design-Build Documents with respect to matters important to the progress of the Work, the Design-Builder rnay, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in Section 13.2,1.3. 13.2.2 Termination by the Owner For Cause 13.2.2.1 The Owner may terminate the Contract if the Design-Builder fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a .l. reasonable time consistent with the date of Substantial Completion; repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, .2 Contractors, or workers or proper materials; .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in accordance with their respective agreements with the Design-Builder; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .5 is otherwise guilty of substantial breach of a provision of the Design-Build Documents. § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety: .1 Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Design-Builder; .2 Accept assignment of the Architect, Consultant and Contractor ageements pursuant to Section 3.].15; and Init. ~ AIA Document A147 TM' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects, All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Lew and International Treaties. Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result ire severe civfi and criminal penaitfes, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 16:07:26 on 11/21/2015 under Order No.0239586208_1 which a~ires on 07/1M2016, aril is not for resale. (1229084528) User Notes: PAPR - 004424 30 .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2,4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract and are expressly included in the performance of the Work covered by the Design-Builder's performance bond. § 13.2.3 Suspension by the Owner for Convenience § 13.2.3,1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Design-Builder shall .i cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by law. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To I~tinal Payment. Prior to Final Payment, Claims by either the Owner or Design-Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim ox within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Init, AAA Document A141 *M — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11!21/2015 under Order No.0239586208 1 which e~ires on 07!14!2016, and is not fw resale. (1229064528) User Notes: PAPR - 004425 3~ § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated by prompt written notice to the other party. The notice requirement in Section 14.1,3.1 and the Initial Decision requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. § 14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing ox as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents. § 14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 14.1.6 Claims for Additional Time § 14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Design-Builder's Claim shall include an estimate of cost and of probable effect of delay on progess of the Work. In the case of a continuing delay, only one Claim is necessary. (Parag~•aph deleted) § 14.1.7 Clarms for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to Uiis Contract. This mutual waiver includes damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, .1 _business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work and otherwise available under this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. § 14.2 Initial Decision § 14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of E~chibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. § 14.2.2 Procedure § 14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required undec Section 14.13.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design-Builder's response: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. § 14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5) indicate that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. § 14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special knowledge or expertise who may assist the Owner in rendering a decision. The retention of such persons shall be at tha Owner's expense. Init. ~ AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is profected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result In severe civil and criminal penaltfe~, and will be prosecuted to the maxlmu~n extant possible under the law. This document was produced by AIA software at 16:07:28 on 11!21/2015 under Order No.0239586208_1 which e~frea on 07!1412016, and Is not for resale, (1229084528) User Notes: PAPR - 004426 32 § 14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or In part. § 14.2.5 The Owner's initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, ifthe parties fail to resolve their dispute through mediation, to binding dispute resolution. § 14.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 14.2.6.1. § 14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of aDesign-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. (Paragraph deleted) § 14.3 Mediation § 14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9,10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by ageement of the parties or court order. § 14.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. ~ (Paragraphs deleted) ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Conhact shall be governed by the law of the place where the Project is located. § 15.2 Successors and Assigns § 15.2.1. The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design-Build Documents. Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 15.2.2 The Owner may, without consent of the Design-Bui{der, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Design-Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such assignment. Init. ~ AIA Document A141T" — 2014. Copyright m 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result In severe civil and criminal pe~altles, and will be prosecuted to the rnaxfmum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208 1 which expires on 07!14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004427 33 § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.1.10, the Owner shallsubmit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to them for review at least l4 days prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 15.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. Written notice may also be established by acknowledgements and responses exchanged via electronic communications such as electronic mail or any internal messaging functionality of BIM and/or project management software used by the parties for the project. § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder, § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shallgive timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner's expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions. of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder's expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Worlc Init ~ AIA Document A141 T" — 2014. Copyright ~ 2004 and 2014 by The Amedcen Institute of Architects. All rights reserved. WARNING: This AIA" Qocument is protected by U.S. Copyright Law and Internatfonai Treaties. Unauthorized reproduction or dlstributiai of this AIA`~ Document, or any portion of it, may result in severe clvli and criminal penalties, and will be prosecuted to the maximum extont possible under the law. This documentwas produced by AIA soHware at 16:07:28 on 11/21/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004428 34 ~ :=: § 15.6 Confidential Information Tf the Owner or Design-Builder transmits Confidential Information, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity except as set forth in Section 15.6.1. § 15.6.1 A party receiving Confidential Information may disclose the Confidential Information as required bylaw or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure. and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects, § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 15.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. Conduct of the Design-Builder's Principals, Employees, Agents and Representatives The safety and security of District staff, students and the general public are of utmost priority to the District. To that end, the Design Builder shall be responsible for ensuring compliance by the Design Builder and any employees, agents or representatives, or subcontractors of the Design-Builder, including all Design Consultants, to the following: A, No drugs, alcohol, knives, firearms or other weapons on District property, whether or not there is an existing occupied building. B. No fraternizing with, threats to, or use of abusive or profane language in the presence of students, parents, visitors, or District representatives, agents, or employees. C. No improper attire, actions or gestures while on any District property. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, agent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Design-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on District property and contractually require the same of all Design Consultants, their employees, agents, and representatives. No employees, agents or representatives, or subcontractors, of the and Design Builder having committed violent crimes, crimes against children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal background checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the Districts legal counsel immediately upon request. Promotional Materials The Design Builder shall have the right to include photographic or artistic representations of the design of the Project among the Design B u i l d e r' s promotional and professional materials. The D e s i g n B u i 1 d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and Design B u i 1 d e r in the District's promotional Init. ~ AIA Document A741*M — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAm Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reprodactian or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:07:28 on 11/21/2015 under Ober No.0239586208 7 which e~ires on 07/14/2016, and Is not for resale. (1229084528) Usef Notes: PAPR - 004429 35 materials for the Project. The Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's approval of the written copy prior to submission, printing and distribution. This condition shall survive termination or completion of this Agreement. Drug-Free Workplace The Architect and the Architect's Design Consultants shall be responsible for initiating, maintaining and supervising all drug-free programs in connection with the performance of this Agreement. The drug-free programs shall conform to Title 44, Chapter 107, § 44-107-10 through § 44-107-90 of the South Carolina Code of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a period of not less than three (3) years from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any Design Consultants performing services under the Architect's direction. The Office of General Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architect's records related to any Project incorporated under this Agreement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and Off-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Department of Transportation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians, The Design-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Department of Labor, Federal Highway Administration, Manua( on Uniform Traffic Control Devices for Streets and I~ighways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such haffic areas are obstructed to any extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while engaged in directing traffic. Safety Designee: The Design-Builder shall designate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students, parents, or visitors to falling debris and, in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an upright position to prevent ingress and egress to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term ofthe contract, the Contractor shall be responsible for obtaining and maintaining in good standing, all licenses (including professional licenses, ifany), permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county, city or other government •entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: The Iran Divestment Act List is a list published by the [State] Board pursuant to Section 11- 57-310 that identifies persons engaged in investment activities in Iran. Currently, the List is available at the following URL: httu://procurement.sc.Gov/PS/PS-irandivestmznt.phri~(.) 'Consistent with Section 11-57-310(B), the Contractor shall not contract with any person to perform a part of the Work, if, at the time you enter•into a subcontract, that person is on the then-current version of the Iran Divestment Act List Init. l AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Qocument is protected by U.S. Copyright Law and International Troaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may rosult in severe cfvii and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 16:07:28 on 11/21/2015 under Order No,0239586208_1 which expires on 07/14/201s, and is not for resale. (1229064528) User Notes: PAPR - 004430 36 Immigrant Workers: The "South Carolina Illegal Immigration and Reform Act" requires all employers to verify the legal status of new employees and prohibits employment of any worker who is not legally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify program and verify the status of new employees within three business days, using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. SC IlVIlIZIGRr1,TION LAW. S.C. Code § 8-14-40 Compliance: Design-Builder certifies that the Design-Builder will comply with the requirements of S.C. Code § 8-1410 et seq. and agrees to provide to the Owner any documentation required to establish either: (a) the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor, Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Ageement voidable at the option of the Owner. ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below: .1 AIA Document A141T"'-2014, Standard Form of Agreement Between Owner and Design-Builder .2 AIA Document A141T"'2014, Exhibit A, Design-Build Amendment, if executed .3 AIA Document A141TM-2014, Exhibit B, Insurance and Bonds .4 Owner's Request for Proposals No. 1415-91 (with addenda) and Design-Builder's Proposal to the same as accepted by the Horry County Board of Education. (Parag~~aphs deleted) .5 Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. This Ageement entered into as of the day and year first written above. Init. OWNER (Signature) DESIGN-BUILDER (Signature) Joe Defeo, Chair of the Soard of Education (Printed name and title) Robert Ferris, Authorized Member (P~•inted name and title) AIA Dxument A147T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Co~~yright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~' Document, or any portion of it, may result in ~evero civli and criminal penaltfos, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07;28 on 11/21/2015 under Order No.0239586208_1 which e~Ires on 07/14/2016, and is notfor resale. (1229084528) User Notes: PAPR - 004431 37 Additions and Deletions Repo►f for AIA~ Documenf A941TM — 2074 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete It, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text Is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated Into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:07:28 on 11121/2015. PAGE1 AGREEMENT made as of the twenty-third day of November in the year two thousand fifteen (2015 Horr~ty Schools, South Carolina, a political subdivision of the State of South Carolina. 335 Four Mile Rd ~ PO Box 260005 Conwav, SC 29528 District Oi~ice Phone 843.488.6700 FITtSTFLOOR ENERGY POSITNE LLC, 333 Fayetteville St., Suite 225 Raleigh, NC 27601 New Carolina Forest Middle School (»er Owner's Request for Proposals No. 1415-91) Note: references to Owner's Request for Proposals No. 1415-91 include its addenda. PAGE2 C—~~~~STAINAg~~~~vn .o ~EGTg Per "Design Requirements" published for Solicitation No. 1415-91and . Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horr~Count~Board of Education on November 2, 2015. PAGE 3 Per "Design Requirements" published for Solicitation No. 1415-91 and Desien-Builder's Proposal to Owner pursuant to Solicitation No.1415-9 selected by the Horr~y Board of Education on November 2, 2015. 1. Per "Design Requirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. Additions and Deletions Report for AIA Document A147 T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law anti Intarnfltional Treaties. Unauthorized reproduction ar distribution of this AIA" Document, or any portion of It, may result in severe civil and crLninai penaitlos, and will ba prosecuted to the maximum extent possible under tha law. This document was produced by AIA software et 16:07:28 on 11/21!2015 under Order No.o239586208_1 which e~ires on 07/14/2016, and fs not for resale. (1229084528) User Notes: PAPR - 004432 ~ Per "Desi~quirements" published for Solicitation No. 1415-91 and Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91 selected by the Horry County Board of Education on November 2, 2015.. § 1.1.5 ...w., :., ,..,~•.,,, .. Number not used. ,. ~ Per "Design RecLuirements" published for Solicitation No. 1415-91 as amended through the Board of Education's action November 2, 2015. § 1.1.7 The Owner's design and conshuction milestone dates: Per "Design Requirements" published for Solicitation No. 1415-91 SFL+A Architects, P.A. 333 Fayetteville Street Suite 225. Raleigh, NC 27601. Per Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. leer Design-Builder's Proposal to Owner pursuant to Solicitation No.1415-91. PAGE 4 Additions and Deletions Report for AtA Document A141"" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law anti International Treaties. Unauthorized reproduction or distribution of Phis AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will de prosecuted to the mnx(mum extent possible under the law. This document was produced by AIA software at 16:07:28 an 11121/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is not far resale. (1229064526) Uaer Notes: PAPR - 004433 z Per "Design Requirements" published for Solicitation No. 1415-91 (Summary of Services Required, Article 3~ including all post-occunancv requirements nublislied in the solicitation as amended by addenda. L•..,..,,....e ..aa_e c Executive Director of racilities (or a designee identified in writing by the owner. Horry County Schools Facilities Department, 1.160 E I-Ii~hwav 50 Conway, SC 29526 843.488.6965 Owner may utilize third Harty project management which will also receive submittals. To be determined by Owner. If retained, such consultants will be identified promptly Robbie Ferris. S.C. AR.6106 FIRSTFLOOR ENERGY POSITIVE LLC, 333 Fayetteville St., Suite 225, Raleigh, NC 27601 919-573-6350 ■- {---~ Litigation in a court of competent ic~ie~ ~tMe«. / jurisdiction, nonjury before a circuit judge in Horry County, SC. PAGE 5 § 1.4.7 Owner. The Owner is the per-sets-er-entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. The Owner may have employees that are design professionals or otherwise skilled in construction or construction management, and such employees may, from time to time, perform various tasks or duties for or on behalf of the Owner under this Agreement. However, it is specifically understood that the Owner (includin ~these agents and employees) has no obligation or duty to apply specialty or professional knowledge and skill, and shall not be held to have undertaken to provide or perform any aspect of the Owner's performance of this Agreement as a design professional or specially skilled and knowledgeable construction industry member or construction manager, and this principle applies regardless of the Owner's position titles or ofT'ice division titles as may be applicable to such employees. PAGE 6 Additions and peletions Repoli for AIA Document A141T"' — 2014. Copyright ~i 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°j Document is protected uy U.S. Copyright Law anti International Treaties. Unautltiorized reproduction or distribution of this AIA"' Document, or any portion of it, may rosult In severe civil and criminal penalties, and will be prosecuted to the maximum extont possible uncler tl~o law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (1229084528) User Notes: PAPR - 004434 3 The Design-Builder may invoice the owner for $1,118,043. for its design work performed prior to the execution of the Design-Build Amendment. This amount is within and part of the price agreed in the Design-Build Amendment. :~z` ~.. ._ .. 2.1 number not used I~t ' ~ Rate ... ~. . .. ,~ A :~ m«,, i s..t:,.„ ,7 «I, ,...:..e,7 P t rcm 3poi cusro~r-airtnrun~corrccavu~~x ~6'r\Yl cCa~ofE~-a13~SH • .4 .6 r sisEenee; > > „a.....:...... ..i,,.,. ..E,,.,a.,..a r...., a,.,......e.,,... n.:,,,:.,,.~" o,...F,...,, w,...ai:..,.,..,a aei:..,,...,. e ~ • e • e o..*oa w.. ~~,o n..,...,... o r ~ ~ ~ YYIT vc~ci-i~zvjwc-cviacc.a a-v~~'-'p'or^~ss'ria~~9~-2~tt~~30f1~8~ ifi-(~~~Fenre by-~~►e ~ .. . - > 9v~~ner. , !ei's ° § 2.1.4.1 Payments are due and payable upon presentation of the Design-Builder's invoice. f4~s-e~aid~ ..:1:«,. ~.,.«. a:.,..., t„ F;...e ..~ sL.., « «.,1 «I....o ..F L.,...;., o.....,~F+I,e 7]0..:.,, ~.~..-n:~-"'~u,:r ". —~~e The Owner will not pav interest on unpaid sums. This is a specitic waiver of requirements of S.C. Code Ann. 66 29-6-30 and 29-6-50. A ....,~.., .7..... e..a .... s,.«.«:«..t:,.« ..Fsl.:.. A ..«ee«..,..s .,,L.:,.L. o..e..., ~ F....~ ........,..uv..~..,......~..... ..~.....,.~b.~~...~..y .....~..~. ~. .,.._.,... ....,.. Building Permit and Other Permits and Fees: No general building permit is required in accordance with 6-9-110 of the South Cazolina Code of Laws; however, the Contractor .shalt be required to provide mechanical, electrical, plumbing and other such permits which may be required for purposes of inspection at no additional cost to the District. Except for permits and fees which are the responsibility of the Contractor in the Contract Documents, the District shall secure and pay fox necessary approvals, easements, assessments, utility impact fees Hermits and such charges required for the successful completion of the work For each day (not counting Saturdays and Sundays, and not counting the day the Design-Builder submits its completed application to the authority beyond five (5) days that a jurisdictional authority takes to respond to a Hermit application or similar permit request that is on the projects critical path, the Design Builder may claim one (11 additional day for the achievement of Substantial Completion. Additions and Deletions Report for AIA Document A141 TM — 2014. Copyright 0 2004 and 201A by The American Institute of Architects. All rights reserved. WARNING: This AIAb Documont is protected Uy U.S. Copyright Law and International Treaties. Unuuthorizod reproduction or distribution of this AIA` Document, or any portion of it, may rQsult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possibiQ under the law. 7hls document was produced by AIA soHware at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, and is Hoffer resale. (1229084528) User Notes; PAPR - 004435 PAGE 7 § 3.1.4 The Design-Builder shall be responsible to the Owner for asks-acts, errors, and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.6 When the Owner's Design Requirements or applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's .Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. The Office of School Facilitie~OSF) in conjunction with the State Fire Marshal shall determine the enforcement and interpretation of all the applicable codes and referenced standards on state buildi►x~s, including the District's school facilities. § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. 8r~-axe As stated in the Design Requirements, the ,reports, photographs of Work in progress, and Design-Builder shall submit written progress other data to the Owner electronically, or through the Owner's option, uroiect management software, showing estimated percentages of completion and other information identified below: PAGE 8 .12 Additional information as desienated by the Owner through its proiect management software data. requirements, In § 3.1.8.2 ~ ne,.:,... n..:uo.+...,,,.0 f.. ..,...~. .addition to the requirements of ~ 3.1.8.1, the Design-Builder shall provide similar information through in-person progress report presentations to the Horry County Board of Education each month during one of the Board's public meetings. Design-Builder § 3,1.10 Certifications. shall include in each Application for Payment a certification from each of the Architect, Consultants, and Contractors, and furnish to the Owner, these certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner or its designee has approved the respective Submittal. Addikions and Deletions Report for AIA Document A141T'" — 2014. Copyright B 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Documen4 is protected by U.S. Copyright Law anti International Treaties. Unuufhorized reproduction ar clisEriaution of this AIA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will 6o prosecuted Yo 4he maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21!2015 under Order No.02395862oe_1 which expires on 07/1412016, and is not for resale, (1229084528) User Notes: PAPR - 004436 S ~. ~ PAGE 10 (Numbers X4.2 Xc 64.3 intentionally not used .. - ■- ._ .. .. _ Y. - ~ 1 ~ _ Y. "' ~ .. t "" '" ' .. • \. ~ ~ •. ~ _ ~ • ■" ~ 1 ~ \' r \. 1 \. ~ _ _ • ~ Y. • • - . • ~ Additions and Deletions Report for AIA Document A141'"` —2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARMING: This AIA° Dpct~ment is protected by U.S. Copyright Law ancf International Treaties. Unauthorized reproduction or distribution of this AIA" ~ocumont, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possib(o under the law, This document was produced byAlA software at 16:07:28 on 11/21/2015 under Ordar No.02395862oe_1 which e~Ires on 07114/2016, and Is not for resale, (1229084528) User Notes: PAPR - 004437 s 4.4 Design-Builder's Construction Proaosal § 4.4.1 . ., ' The Design-Builder's Construction Proposal shall include the following: .1 A list of the ~a~y-Bests-documents and other information, including the Design-Builder's ' ' ,original Proposal Development Documents as proposed in the Owner's procurement leading to this Agreement, upon which the Design-Builder's Proposal is based; .2 The proposed Contract Sum, including the compensation , > > ' ;method; .3 The proposed date the Design-Builder shall achieve Substantial Gex~e~iea;Completion ; .6 The date on which the Design-Builder's Construction Proposal expires. § 4.4.2 Submission of the Design-Builder's Construction Proposal shall constitute a representation by the Design-Buiider that it has visited the site and become familiar with local conditions under which the Work is to be completed. § 5.1.2.1 The 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. PAGE 11 Maintenance of Record Drawings: The Contractor shall maintain at the worksite one (I1 record copy of the Contract Documents including, approved changes in good order and marked currently to record chap es and selections made during performance of the work. A copy of submittals accepted by the District shall also be maintained at the worksite. These items shall be available to the Architect and District when present at the worksite. When required by the Contract Documents, the Contractor shall provide record drawings on all increments of the work such as, by way of illustration and not limitation, plumbing, electrical, mechanical, and all systems, such as fire and security systems, incorporated into the work. The Contractor shall furnish an electronic and gaper copy of record drawings of "as-built" detail to the Architect at final completion of all work, excluding punch list items as required by the Contract Documents. Professional Certifications: When professional certification of uerformance criteria for materials, systems, or equipment is required by the Contract Documents, the District shall be entitled to rely upon the accuracyand completeness of such calculations and certifications. Contractor's Quality Control Program: The Contractor shall institute and maintain throughout the contract term a qualit~conbrol nro~-am, designed to ensure the work performed is in accordance with the Contract Documents, including any changes, at all times and in all respects. The program shall include providing daily supervision and conducting frequent inspections by the Worksite Superintendent(s). 1. Compliance with Employment Laws: $v entering into. a Contract Agreement, the. _Contractor agrees to abide by all annlicable laws oertainin~ to employment including, by way of illustration and not_l mitation_, the following: A. Title VII ofthe Civil Ri~,hts Act of 1964, as may be amended. a. Age Discrimination in Employment Act of 1964, as may be amended. c Title I ofthe Americans Disabilities Act of 1990, as maybe amended. o. EQual Pav Act of 7963, as may be amended. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°U Documont is protected by U.S. Copyright Law and Intornational Treaties. Unauthorized reproduction or distribution aFthis AIA'' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21!2015 under Order No.0239586208_1 which e~ires on 07114/2016, and is not for resale. (1229DB4528) User Notes: PAPR - 004438 7 E. fair Labor Standards Act, as may be amended. F. South Carolina Waees Act, Code 37-10-10 et seq., as may be amended. G. South Carolina Worker's Compensation Act, Code 42-1-10 et seq., as may be amended. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, handicap, or national oriein except when -such condition is a bona fide occupational qualification reasonably necessary for normal operations of the Contractor. The Contractor, in ail solicitations or advertisements for employees, shall state the Contractor is an "Equal Opportunity Employer." The Contractor agrees to post in conspicuous places, visible to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause and shall include the provision of this para~aph in every subcontract or purchase agreement of more than $10.000. Emnlovment Taxes and Benefits: Unless under order from the Internal Revenue Service or South Carolina state government, the District does not withhold from the contract payments any Federal or State income taxes, or any employment-related taxes normally withheld on the District's employees. Further, the District shall not provide any emnlovment related insurances or other benefits such as worker's compensation for the benefit of any Contractor, subcontractor or supplier employees. Project Key Staff —Project Manager: The Contractor shall assign a skilled, experienced, and dedicated Project Manager to the~roject and identified in Exhibit A. The Protect Manager shall secure the materials of proper Auality and quantity to meet the Contract Documents and manage the appropriate timing of all materials, sub-contracted work, and Contractor provided labor to ensure the continual progress of the work to meet the substantial completion date. T'he Contractor shall not change the Project Manager or the duties and status of the Project Manager during the course of the project without approval of the District. Project Kev Staff -- Worksite Superintendent(sl: The Contractor shall employ at least one (11 full-time, competent Worksite Superintendent and, if required by the Contract Documents, an additional part-time or full-time, competent secondary Worksite Superintendent if expedient for the size and scope of the project. Exhibit A identifies the Worksite Superintendent(s). No less than one (1) Worksite Superintendent shall be in attendance at the worksite at all times duringperformance of env work by the Contractor's own forces or subcontractors and during delivery of env materials. The Worksite Superintendent shall not perform the work of env trade a other duties; however, the secondary Worksite Superintendent may perform part-time work of a trade or the duties of OSHA Compliance Officer or fireguard, if approved by the District. The Contractor shall not change env Worksite Superintendent or the duties or status of same during the course of the project without approval of the District. The Worksite Superintendent(sl shall enforce strict discipline and good order among the Contractor's representatives, agents, employees, subcontractors and suppliers. Worksite Communications: The Project Manaser and Worksite Superintendent(sl are representatives of the Design Builder and communications liven to them, either orally or in writing, shall be as binding as if given to the Principal of the Design Builder. PAGE 12 § 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the ~^..:,-':~ ~- ~~~m:~ ~~ ...~" ^~ ^~,~ ~*'~~- permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. PAGE 13 § 5.7.2 If the Design-Builder sl~at3ge~desires to change any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, including but not limited to any,contractor or design professional identified by the Design-Builder in its Request for Qualifications response, the Design-Builder shall notify the Owner and provide the name and qualifications of the proposed new personnel, design professional, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the Addltlons and Deletions Report for AIA Document A141^" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAd Document is protected by U.S. Copyright Law and International Treaties. UnAuthorized reproduction or ciistrihution of this AIA"' Docurnent, or any portipn of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possiblo under tlia law. This document was produced 6y AIA software at 16:07:28 on 11/21/2015 under Order No,0239586208_1 which expires on 07/14!2016, and is not for resale. (1229084528) User Notes: PAPR - 004439 $ proposed new personnel, design professional, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. PAGE 14 § 5.7.3.1 If the Owner has reasonable objection to a person or entiTy proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. T~+"~ ~~:~~~~a ~~w~~~ ~» ,~ • , ~In addition to any Owner requirements to keen electronic project data un 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 mazked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. PAGE 15 § 5.14.3 The Design-Builder shall reimburse the Owner and other contractors) for costs the Owner ~~e and other contractor(s), respectively, incur because of the Design-Builder's delays, improperly timed activities t f 4.. f...~~~.. u.~l. ~) 4:.«u.a ni.4:..:4: e.. .ln...n.re F.. {~... f -.~~:~or ~x defective conshuction. PAGE 16 .9 t~~t~er~:-oo~sre~~essfe.,~' se~vice~.Chan~2e Order Allowable Pricing: For any change in contract price, the Contractor shall provide, itemize, and justify~with appropriate supporting data. direct costs attributable to the change. Direct costs attributable to the change in work shall be limited to the following: A. Costs of materials, equipment and processes to be incorporated into the work including costs of shipping, handling, fabricating, sales tax (8%required in Horty County and 9%within certain incorporated parts of the City of Myrtle Beach as of August 1, 20091, or other such costs inherent in the provision and delivery of such materials, equipment and processes by the supplier or manufacturer, B. Costs of direct labor based on actual hourly labor rates multiplied by the actual work hours required to accomplish the change in work when such chance in work results in additional contract time or labor. No Contractor or subcontractor shall ask for direct labor costs, when work required can be accomplished with the existing work force in conjunction with other concurrent work, and during the current approved contract time. The hourly labor rate for any additional contract time or laborers shall be actual hourly rates not to exceed thirty dollars ($301 per hour unless documented proof of payment of a higher hourly rate £or a specific skilled laborer is approved by the District prior to Change Order execution. ,~ ' ,C. Costs of fringe benefits for additional direct labor including social security, unemployment or other taxes, health and workers' compensation insurances ox other benefits required b~gxeement custom or applicable laws. Such fringe benefit rate shall not exceed twenty-eight percent (28%) and the District has the right to request itemized documentation provincethe fringe benefit rate used. D, Costs of machinery or equipment rented or leased in the short term specifically for completion of the additional work to be performed. Such equipment rented/leased shall not customarily be owned by Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Documont is protected Uy U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in sevoro civil and crim~~~iai penalties, and will qo prosecuted to the maximum e~ctent possibio wider the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07!14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004440 9 the Contractor or any subconhactor affected by the chan~?e but shall be necessary to the accomplishment of the work rectuired. Copies of invoices for such rental shall be provided to document the cost of rental or lease of machinery or equipment. The District shag not pay for use of Contractor- or subcontractor-owned equipment or machinery, which costs are included in the overhead computation. sees E. Costs of permits or inspection fees directly attributable to tha change in work and not included as part of the Contractor's requirements nor attributable to the Contractor's nonperformance or non-conformance to the Contract Agreement. F. Other such direct costs directly attributable to the work and approved by the District. G. Any additional cost resulting from an amendment to performance and payment bonds but in no event more than one percent (1%) after application of overhead and profit provided for elsewhere, The Contractor shall be responsible for noti ing the Surety of any chances in the contract price, if required bathe Surety. Costs itemized shall not exceed the unit costs as listed in the most current issue of Means Construction Cost Data or actual costs justified to the satisfaction of the District. Unallowable Costs: Any costs which may beperceived by the Contractor to be indirectly attributable to a change in work shall not be included in direct costs but shall be considered part of the overhead and profit rate applied to direct costs. Such costs not to be included in direct costs shall be, by way of illustration and not limitation: T'~~~^^^ ~••~'a~~ ~- ~*"~~;A. Labor hours and fringe benefit costs of the worksite su~erintendent(s) when such costs were included, or should have been included, in the original bid submitted or result from the Contractor's inability to meet the approved schedule or required completion date. The Contractor must prove, to the satisfaction of the District, such additional costs are directly attributable to andextension of time beyond the last approved completion date. An increase in oontraet urice for additional site supervision shall be at the Districts' sole discretion. B. Perceived additional costs attributable to the Project Manager or supervision and coordination of subcontractors, suppliers or Contractor employees. C. Costs related to use, rental, purchase or replacement of equipment generally or customarily necessary to accomplish the work but not to be incorporated into the work such as, by way of illustration and not limitation, hand tools, generators, cleaning equipment, scaffolding, si ~na¢e, fencing, vehicles, fuel, and so forth. D. Transportation or travel costs related to the transportine of hired or contracted supervisors, workers or subcontractors to and from the worksite or between worksites or to pick-up and deliver materials, equipment and processes to the worksite by the Contractor's or subcontractor's own forces including Qa~•king, tolls fines, meals, per diem, hotel, living expenses, or other such costs. tie-~e~E. Costs attributable to expeditin gdelivery of materials, equipment or processes including telephone calls, facsimile transmissions. copying„ employee labor and benefits, and so forth. F. Costs attributable to maintaining a local office, home office or corporate.office as well as office staffing. equipment and consumables, and so forth. G. Costs for maintainin~2 on-site facilities, including work trailers, telephones, computers, licenses, temporal'/ utilities, and so forth. H. Contracted services such as accountants, ~avroll service providers. attorneys, catering and so forth. I. Catering or vending services, portable toilets, dumpsters, and so forth. J. Other such indirect costs of doine business or costs normally considered inclusive in overhead. Allowable Overhead and Profit Charles: Additional overhead and profit attributable to the change in contract pricing shall not exceed the following: A. For work performed by the Contractor's own forces, a maximum of ten percent (10%) of the allowable direct costs or the unit pricing negotiated at the time of award. B For work performed by a subcontractor's own forces, a maximum of ten percent (10%) of the allowable direct costs. Additions and Deletions Report for AIA Document A141TM — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rights reserved. WARtdING: This AIA~' Document is profectecl uy U.S. Copyriyht Law and International 7reatfes, Unauthorized reproduction or clisfribution of this AIA`~ Document, or any portion of it, may result 7n severe civil and crimbtal penalties, and w11i be prosecuted to tha maximum extent possiblQ wider the law. Th(s document was produced by AIA software al 16:07:28 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/2016, end is not for resale. (1229084528) User Notes: PAPR - 004441 ~~ C. For work performed by a subcontractor, overhead aiid profit of a maximum of five percent (5%) is allowable by the Contractor for administration of the sub-contract. .6 ~cda~ia el ,,:..,.,.~i., „r~..:~...~„wio .,. «~.e ,.~.,.,,.~.Retainaee• The District requires a retaina~e of three and one-half percent (3.5%) of the total contract price, as may be amended by an~pproved Change Order, to be withheld from the Contractor's ~avments throughout the term of the Agreement and payable at the time of final payment a8er a full completion of all work to be performed and all requirements established in the Agreement and acceptance by the District, b) submittal of all closeout documents, and c) submittal of an affidavit of payment of debts/claims, if requested by the District, for every subcontractor who performed work on the proiect evidencing they have received final payment of undisputed work and retainage withheld. As a condition of the contract, no more than three and one-half percent (3.5%) shall be retained from the progress payments of any subcontractor by the Contractor until final completion of that portion of the work. Prompt payment of retainage to all subcontractors at final completion of their acceptable work regardless of timing during the contract is mandatory. The Contractor shall, at final completion, ensure no amount of the Contractor's retained funds is allocable to the completed and accepted work of any subcontractor nor to materials or equipment purchased from any_supplier unless such amounts are in dispute and the Contractor has not requested payment for such disputed amounts to date. Such amounts in dispute shall be identified on the Contractor's affidavit of ~avment of debts/claims submitted with final documents. PAGE 18 § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder's schedule agreed to by .the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to ~-~~'••~~~, ~~•~~ ~~~~^~ ~F~~ ~~F-~e -~~~~.~„:~' D....: o,.~ :.. 1,.,..,a,,,l ........11.. «eF «.-,.,7 ~,. ,.., tL.e ..:~o .....7 +1,n ll...., o..~..:.,re..e..+ rL.e« ' -= --------, --------~ -=------ -- -= ---- =---, ---- ---- - --=- = ------=- ---=----:give notices o project commencement and take other action to protect the integrity and exclusivity of the project vavment bond(s). PAGE 19 § 7.2.4 The Owner shall cooperate with the Design-Builder in securing other permits, licenses and inspections. gland development, zoning, and § 7.2.71'rior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's , obligations under the Design-Build Documents and the Design-Builder's > ,.w r.., .,i „ ; ..... .:.~,,,,,, .. „+: o.,, ~~,e ne ,~„ ~~u~a~Proposal.. PAGE 20 § 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner or its desi~ ee shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Additions and Deletions Report for AIA Document A747 *~" — 2014. Copyrights 2004 and 2014 by The American Inslitute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright La~v anti International Treaties. Unauthorized rQproduction or distribution aF this AIA"' .~ ~ Document, or any portioif of it, may result in severe civil and criminal penalties, and will qe prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 16:07:28 on 11/21/2D15 under Order No.0239586208_1 which e~ires on 07/14/2018, and is not for resale. (1229084528) User Notes: PAPR - 004442 Design-Builder shall pay the difference to the Owner. For Work on the critical nath to beneficial occupanc o Proiect (or defined component thereofl the ten-dav period referenced herein is reduced to five (S~a s during the 60 days prior to substantial completion as shown on the last scheduleproperly submitted under § 3.1.9. 6 8.1.4 LIOUIDA~'ED DAMAGES FOR LATE SUBSTANTIAL AND FINAL COMPLETION OF THE WORK. The Owner and the Contractor agree that time is of the essence and that the Owner will suffer sier►ificant damaee, 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; dis►•uption of athletic program; disruption of uublic service activities planned fox the project; loss of rental of the project; security risks due to cominglin~project workers with additionalpersons on and near the site; additional safety risks of equipment, vehicles, and unfinished work on the campus during the academic term; general disruption of the teachine and learning process due to project activities during the academic term; moving equipment durine the academic term when students and full staff are present; harm to the Owner's refutation and established goodwill among the community parents, students, and staff due to late deliver vof the project; loss of student morale and academic performance due to the on~oin~ Work during the academic term; harm to the Owner's public relations; disruution and inefficiency of the management of all the Owner's facilities and other current construction projects. The measurement of such damages is difficult. Accordin~ly, such damages are converted to Liquidated Dama¢es 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 Finall~plete beyond the Contract Time allowed for Final Completion, liquidated damages of $500 will be due from the Design-Builder to the Owner. PAGE 21 8.2.3 Weather Delays: When adverse weather conditions are the basis for a request for additional time, such request shall be documented by data substantiating the weather conditions a) were abnormal for a period of time which could not have been reasonably anticipated; b) had an adverse effect on the work scheduled, and alternate work unaffected by the weather could not have been done; and c) had an adverse effect on the construction schedule such that the loss of work time will adversely impact the established completion date. The Contractor must make every effort to mitigate the potential effect of the weather on the construction schedule including;, but not limited to, rescheduling of subcontractors, pumping water from work areas, rescheduling work hours to alternate work dam within the work week, or other such actions. Such time extension request shall be in writing and submitted to the District for approval within ten (10) days from the end of the event causing the impact on the construction schedule. An extension of time not requested within the appropriate time period shall not be considered. The approved extension of time shall be incorporated in the next Change O~•de~~. $ 8.2.4 Anticipated Weather Delays: A total of two (21 days per calendar month (non-cumulative) shall be anticipated by the Contractor as "adverse weather," and such time shall not be considered justification for an extension of time. Such anticipated adverse weather days are established only for normally scheduled work days, excluding Saturdays, Sundays and major holidays, unless such adverse weather conditions on those days are severe enou~h to impact the scheduled work on the following work day. If adverse weather days beyond the two (2) days anticipated are substantiated and the Contractor could not mitigate the impact of the additional adverse weather days, an extension of time may be allowed only to the extent of the actual impact on the last approved construction schedule and only to the extent of one (11 full day of extended time for each full working day of adverse weather conditions which prevented aforty-hour work week within a seven (7~ day calendar week. A request for adverse weather extension shall not be allowed after the date established For substantial completion. PAGE 22 Additions and Deletions Report for AIA Document A141TM — 2014. Copyright 0 2004 and 2014 by The American Institute of Architects. All rtgbts reserved. WARNING: This AIA"' Documont is protected by U.S. Copyright Law and IntQrnational Treaties. lJnauthortzed reproduction or clisfribution of this AIA"' 12 Document, or any portion of it, may result in sovera civil and criminal pen~lttes, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21!2015 under Order No.0239586208_1 which expires on 07114/2016, and is not for resale. (1228084528) User Notes: PAPR - 004443 § 9.3.1 Atleasttee-TWENTY ONE days before the data established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder's right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents. SBE § A.1.5.1.3 FOR SCHEDTJLE. In accordance with the schedule set forth in § A.1.5.1.3, the Owner issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner's reasons for withholding certification in whole or in part as provided in Section 9,5.1. PAGE 23 .7 repeated or substantial failure to carry out the Work in accordance with the Design-Build Documents. § 9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. T°+w~'~~~:~~ a..:'a~~ ~:'~ t~ ~•~~~v" ^ -^?: ~ ~'a~:~~ •~~';!:':: ~~ ~ a:-~~ *'.:_ ^weer shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see ~+~~~...;~~ "~ ~ ~~a ~.~'^.^ ~oatractor. to the payment of money to a Consultant or ~'~~*-~~~~~, ~ ~~* ~ ._ _ - - ~- ._ •- _ - - •- - - - PAGE 24 § 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept ~~a ~..'~~~:~+~ +'~~ n..m~~ submit to the Owner separately, is substantially complete, the Design-Builder shall ~~ an bccupanc~permit issued bathe South Carolina Office of School Facilities and a comprehensive list of items to be completed or corrected prior to final payment, Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 9.8.3 Upon receipt of the Design-Builder's list, the Owner shall ' review the Work.. If the Owner's review discloses any item, whether or not included on the Design-Builder's list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another Ge~~~let~errreview of the Work by the Owner. Additions and Deletions Report for AIA Document A141T'" — 2014. Copyright m 2004 and 2014 by Tha American Institute of Architects. All rights reserved. WARNING: This AIA°~ Document is protected by U.S. Copyright Law and In4ernatlonal Treaties. Unauthorized reproduction or distribution of Ehis A(A" Document, or any portion of it, may result In severe civil and criminal penalties, and will de prosecuted to the maximum extent possible under tits law. This document was produced by AIA software at 16:07:28 on 11!21/2015 under Order No.02395862oe_1 which e~ires on 07/14/2016, and is not for resale. (1229084528) User Notes: PAPR - 004444 13 § 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will fir-ewe-hex ''~~ n..~~~~'~ ~:~~~~.~~ ~btain for the Owner an occupancy Hermit issued by the South Carolina Office of School Facilities and a Certificate of Substantial Completion that shall, upon the Owner's signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat; utilities, damage to the Work and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly es~ review the area to be'occupied or portion of the Work to be used in order to determine atld record the condition of the Work. PAGE 25 .2 .3 .4 failure of the Work to comply with the requirements of the Design-Build Documents; ex terms of special warranties required by the Design-Build ~es~rterrE~Documents; post-occunancv services to be provided by or through the Design-Builder. PAGE 27 § 1X.2.1 Before or After Substantial Completion.lfie Design-Builder shall promptly correct Work either rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after SubstantAal Completion and whether or not fabricated, installed or completed. Costs of correcting such. rejected or nonconforming Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thexeby, shall be at the Design-Builder's expense. PAGE 28 § 11.2.2.1 In addition to the Design-Builder's obligations under Section 3.1.12, if, within .., ~es~et~s;thethree-year duration of the Design-Builder's post-occupancy obligations„ any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During#fie-exe-~ea~thl5 period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. §,11.2.2.2 eke-eye-}Feft~-Thisyear period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 11.2.2.3 ~#e~xe-~ea~ThlS period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. Additions and Deletions Report for AIA Document A741T"' — 2014. Copyright ~ 20o4 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA~' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or clistributfon of this AIA'~' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to fhe maximum extent posslblR undor the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239686208_1 which expires on 07/14/2016, and Is notfor resale. {1229084528) User Notes: PAPR - 004445 14 § 1X.2.5 Nothing contained in this Section 11.2 shall be construed to establish a p~•iod of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of tha ex8-yeas two-mar period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Buildex's liability with respect to the Design-Builder's obligations other than specifically to correct the Work. If the Owner prefers to accept Work that is not in accordance with the requirements of the Design-guild Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable, Such adjustment shall be effected whether or not final payment has been made. Acceptance of Nonconforming Work may only be evidenced by written aexeement specifying the nonconformity andthe- Owner's informed consent to accept it. Nonconforming Work shall not become accepted Work by inaction or implication. PAGE 29 § 12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non-exclusive license to use the Instruments of Service ~~'~'•• ~~a ~~~~'•~~~~•~'~• for purposes of constructing, using, maintaining, altering and adding to the "-~;~~', ~ .:a~a''~~+'"~ ^..~~~ ~.,"~«~~`:~,,.. ~orFv ~ :+~ ~w':,.~`:~~~, . Project. .The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service ~~'~'~~ ~~a ~-~~'•~~~•~~'•~ for use in performing services or construction for the Project. .. 1 z 7 1 N,o l:,.e«..e .. «te,J :« 41.:.. co,.t:,.., 11 Z ..i, ~tl re..«,;.,.,re 1.2.3.1 PROTOTYPE. The Owner shall have the right to use the Instruments of Service as a "prototype" design under South Carolina Board of Architectural Examiners regulations and policies. Any architect receivin~.the orisinal plans from the Owner must first acknowledge and accept full responsibility for the adequacy of the design for its new project, as well as absolve the original Architect of any responsibility kind as relates to the original design. Should the Owner provide the Documents and/or Specifications to the Architect(sl for other Projects, then the original Architect, if not retained for the other~roiect(sl, shall be relieved of any liabilities arising out of the other Projects) and the Owner will indemnify and hold harmless the original Architect from any Claims arising out of such other Project(s). § 12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder's licenses from the Architect and its Consultants and Qontractors shall also allow the Owner, in the event this 4~... Ile iw.. D..:~.~..«)n 4~. «i~.n« Mti.0 ~04..~4 ..f ~F~. e. (l.. .,.,.,. ...n4 ..... ~...... ..... .. N...,....., ~....... m~~ ........... '« -4t.n ... ~"" "'b.. ..»....,,. .. Agreement is terminated for any reason o~.-~. to obtain a for purposes of constructing, using, limited, irrevocable and non-exclusive license , maintaining, altering and adding to the Project, ' to South Carolina regulations andpolicies concerning successor design professionals... .subject § 12.3.2 In the event the Owner alters the Instruments of Service without the author's written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The ^~•m~~, •~'"~ ~~~~~~ .~u vwio ui.0 wi~~~uv Yvau . va vua...~ r.v..vuab ..... ........ ... ....... .... ..J ..~....~.,~ .,.....y ....... ».. ~....... ...... ~..1 1 Additions and Deletions Report for AIA Document A141T" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAw Document is protected by U.S. Copyright Law and Intorn~tianal TreaEies. Unauthorized reproduction or distribution of th(s AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software et 16:07:28 on 11/21/2015 under Order No.0239586208_1 which e~ires on 07/14/2016, and fs not for resale. (1229084528) User Notes: PAPR - 004446 15 ~~'~^~~ ".'.''. 'T'"' terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 ox 13.2.2. PAGE 30 § 13.1.6 In the event of termination not the fault of the Desigr►-Builder, the Design-Builder shall be compensated for Work performed prior to *~~.„:~~*:~~, +~~-~~"~~ ...:~~ D~:m'",~~~",~ ~'.,~~~~~~''-~~ a..~ termination and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder's compensation under this Section 13.1,6 be greater than the compensation set forth in Section 2.L § 13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and ~~e€~profit on that executed Work, and costs incurred by reason of such *~~~~~*~~~,"~a a^~^~~^. termination. PAGE 31 § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for Contract and are expressly included in the performance of such payments shall survive termination of the 6e~ the Work covered bv.tlie Design-Builder's performance bond. § 13.2.4.3 In case of such termination for the Owner's convenience, the Design-Builder shall be entitled to receive , payment for Work executed, and costs incurred by reason of such ~~~* ~~ +'~~ ~"~-~, „^~ ~ ~„~~a,termination. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time , n ..,..,...., ae„ .w, a„~o ,.v e..ti..«,,.,«:,,i ~,,.,,~io+:,.., period specified by .:s~..~.:~ co,..:,... ~n.~.~.~aW. PAGE 32 .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the ~Vet~-IFWork and otherwise available under this Agreement. Additions and Deletions Report for AIA Document A141T"' — 2014. Copyright 8 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA`~ DocumQnt is protected by U.S. Copyright Law and Internatinnel Treaties. Unauthorized reproduction ar distribution oFthis Al A`" DocumenF, or any portion of it, may result in severe civil and criminal penaitles, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208 1 which e~ires on 07/14/2016, and is not for resale. (122906g528) User Notes: PAPR - 004447 16 PAGE 33 § 14.3.2 The parties shall endeavor to resolve their Claims by mediation. The , mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. . ., z~~~ . ~. Additions and Deletions Report for AIA Document A141T^' — 2014. Copyright O 2004 and 2014 by The American Institute of Architects, All rights reserved. WARNING: 7hia AIA~' Document is prntectad by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`~ Document, or any portion of it, may result in severe civil and criminal penaltfos, end wi11 bo prosecuted to the maximum extent possible underthe law. This documentwas produced by AIA software at 16:07;28 on 71!2112015 under Order No.02395862os_1 which expires on 07/14/2016, and is not for resale. (1229084528) User Notes: ~ PAPR - 004448 ~7 The Contract shall be governed by the law of the place where the Project is Sestie~rl-0:4:located: PAGE 34 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address Imown to the party giving notice. Written notice may also be established by acknowledgements and responses exchan ed via electronic communications such as electronic mail or anv internal messar~in~ functionality of BIM andfor project management software used by the parties for the project. PAGE 35 Conduct of the Design-Builder's Principals, Employees, Agents and Representatives The safety and security of District staff, students and the general public are of utmost priority to the District. To that end, the Desipin Builder shall be responsible for ensuring compliance by the Design Builder and gents or representatives, or subcontractors of the Design-Builder, including all Design any emplo~e Consultants, to the following: A. No drugs. alcohol, knives, firearms or other weapons on District aroperty, whether or not there is an existing occupied building, B. No fraternizing with, threats to, or use of abusive or profane lansua~e in the presence of students, parents, visitors, or District representatives, agents, or employees. C. No imaroper attire, actions or eestures while on any District proaerty. No smoking on District property in conformance to Horry County Board of Education policy. Violations of such policy shall result in a civil penalty of up to $1,000 per occurrence to the individual responsible and/or the Architect for whom the individual is a Principal, employee, a¢ent, or representative. D. Secure SLED (State Law Enforcement Division) criminal background checks on all the Desist►-Builder's Principals, employees, agents, and representatives, and subcontractors, performing work on Districtpropertv and contractually require the same of all Desist► Consultants, their employees, agents, and re resentatives. No employees, agents or representatives, or subcontractors, of the and Design Builder havine committed violent crimes, crimes a€?ainst children, or crimes of moral turpitude are allowed access to the District's premises. Such SLED criminal backexound checks shall be maintained on file in the offices of the Design Builder and made available to appropriate District personnel or the District's legal counsel immediately upon request. Promotional Materials The Desien Builder shall have the right to include photo~phic or.artistic representations of the desi~r► of the Project among the D e s i g n B u i l d e r' s promotional and professional materials. The D e s i g n B u i I d e r shall be given reasonable access to the completed Project to make such representations. The District shall provide professional credit for the Architect and D e s i g n B u i l d e r in the Diskrict's promotional materials for the Project. T'he Architect shall not make any representations in promotional and professional materials other than the identification of the District without the District's auaroval of the written copy prior to submission, printing and distribution, This condition shall survive termination or completion of this Agreement. Additions and Deletions Report for AIA Document A747 T"' — 2014. Copyright ~ 2004 and 2014 by The American Inslitute of Architects. All rights ►eserved. WARNING: This AIA~ Document is protected by U.S. CopyrightLawand International Treaties. Unauthorized reproduction ordisEribution of this AIA`~ ~$ Dooument, or any portion of it, may result in severe civil and crimMal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.02395862oe_1 which e~ires on 07/14/2018, and is not for resale. (1229084528) User Notes: PAPR - 004449 Drue-Free Workplace The Architect and the Architect's Desisn Consultants shall be responsible for initiating, maintaining and supervising all drug free proa_rams in connection with the performance of this Agreement. The drub-free programs shall conform to Title 44, Chapter 107, § 44-107-10 through ~ 44-107-90 of the South Carolina Code 'of Laws as may be amended. Right to Audit Project The District shall have the right to audit the books and records of the Architect to the extent that the books and records relate to the performance of this Agreement and shall include all pricing and Change Order data. Such books and records related to the work covered under this Agreement shall be maintained by the Architect for a_period of not less than three (3) nears from the date of final payment to the Architect under this Agreement. This requirement shall also apply to any llesiQn Consultants aerformin~ services under the Architect's direction. The Office of General Services of the State of South Carolina, or any auditor under contract with the District has the right to audit the Architects records related to any Project incorporated under this Apa-eement during the time frame stated in the previous paragraph. The Architect shall ensure that all records pertaining to any Project are available for inspection at the location specified by the District within seventy-two (72) hours of notification at no additional cost to the District. This requirement shall survive termination or completion of the Agreement. Traffic Control On-Site and O1'f-Site: The Design-Builder shall conduct its operations in a manner to not interrupt pedestrian or vehicle traffic except as approved by the District and the South Carolina Deparnnent of Transaortation. The worksite shall be confined to the smallest area possible allowing maximum use of streets, sidewalks, parking areas or other pedestrian areas and reduce to a minimum any hazard to traffic or pedestrians. The Desien-Builder shall use worker and traffic control signs and devices necessary to comply with Section VI of U.S. Deoarhnent of Labor, Federal Hi~hwav Administration, Manual on Uniform Traffic Control Devices for Streets and Highways (Washington, DC: GPO) as may be amended, to facilitate traffic control on public roads, streets, or highways when work performed obstructs public traffic. When such traffic areas are obstructed to any extent by work in progress, workers equipped with flags shall direct vehicle and pedestrian traffic. The workers so designated shall not be assigned any other duties while en~a~ed in directing traffic. Safety Designee: The Desien-Builder shall desiec►ate a competent individual at the worksite whose duty shall be the prevention of accidents and the implementation and monitoring of all OSHA construction safety standards and requirements. The competent individual shall serve as spotter where there is exposure of pedestrians, students, parents or visitors to falling debris and in addition, shall ensure on a daily basis that all fencing or other safety barriers are in an uprieht position to prevent in~!ress and egress to "lay down" areas or work areas by unauthorized individuals. Licenses and Permits: During the term of the contract, the Contractor sha116e responsible for obtaining and maintaining in eood standing, all licenses (including professional licenses, ifany ,permits, inspections and related fees for each or any such licenses, permits and/or inspections required by state, county. city or other government entity or unit to accomplish the work specified in this solicitation and the contract. Iran Divestment Act: The Iran Divestment Act List is a list published by the fStatel Board pursuant to Section 11- 57-310 that identifies persons en~aeed in investment activities in Iran. Currently, the list is available at the following URL: httn://procurement.sc.Gov/PS/PS-irandivestment.phtml.l Consistent with Section 11-57-310(B), the Contractor shall not contract with anyperson to perform a part of the Work, if, at the time you enter into a subcontract, that person is on the then-current version of the Iran Divestment Act List Irnmi~ant Workers: 'The "South Carolina Tlle~al Lnmi~ration and Reform Act" requires all employers to veri ~ the le¢al status of new employees and prohibits employment of any worker who is not le~ally in this country and authorized to work. Effective January 1, 2012, all South Carolina employers are required to enroll in the U.S. Department of Homeland Security's E-Verify proeram and verify the status of new employees within three business days using E-Verify. Failure to use E-Verify to verify new hires will result in probation for the employer or suspension/revocation of the employer's business licenses. Additions and Deletions Report for AIA Document A141*" — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and Internfltfonal Treaties. Unauthorized reproduction or distribution of this AIA' DAcument, or any portion of it, may result in severe civil and crimhial penalties, and will qe prosecutetl to tho maximum extent possible wider the law, This document was produced by AIA software at 16:07;28 on 11/21/2015 under Order No.0239586208_i which expires on 07I14I2016, and is not for resale. (1229064528) User Notes: PAPR - 004450 19 SC IMMIGRATION LAW. S.C. Code & 8-1440 Compliance: Design-Builder certifies that the Design-Buiider will comply with the requirements of S.C. Code ~ 8-14-10 et sea. and agrees to provide to the Owner anv documentation required to establish either: (a the applicability of that chapter to the contractor, subcontractor, and sub-subcontractor; or (b) the compliance with this that chapter by the contractor and any subcontractor or sub-subcontractor. Business license, insurance, and bonds must be obtained prior to issuance of a Notice to Proceed. Failure to obtain these within thirty (30) days of execution of the agreement makes this Agreement voidable at the ovtion of the Owner. PAGE 37 .4 .5 .5 ~ni ~ > ~.,w:w:. n> e .....:.,..wie u..,.:o,....f :o,.,,..,..ie.e~a ~4d~oetH~lettt~~A3TM ~n~ ~ ~ n..:ia:.,,. r..~«,,..,t:,,., r,r„aot:,, ~.,a r~;.tr.:na~~f., ~.,t,;~,:t_~ ;F :Owner's Request for Proposals No. 1415-91 (with addenda) and Desi~ri-Builder's Proposal to the same as accepted by the Horry Countv Board of Education. YYIric-B96HI~leHt71~`Y~TM Post-Occupancy Requirements stated in Owner's Request for Proposals No. 1415-91. Joe Defeo, Chair of the Board of Education Robert Ferris, Authorized Member Additions and Deletions Repot for AIA Document A141T"' — 2014. Copyright ~ 2004 and 2014 by The American Institute of Architects. All rights reserved. WARh11NG: This AIA~' Documont is protected by U.S. Copyright Law and InYernatianal Treaties. Unauthorized reproduction or distribution of this AIA` 20 Document, or any portion of it, may result in severe civil and criminal penaitios, an~J will be prosocuYed to the maximum extent possible under the law. This document was produced byAlA software at 16;0728 on 11/21/2015 undarOrder No.0239586208_1 which expires on 07/14/2016, and is notfor resale. (1229084528) User Notes: PAPR - 004451 Certification of Documen#'s Authenticity AIA° Dacum~nt D401T"^ — 2003 I, ,hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:07:28 on 11/21/2015 under Order No. 0239586208 1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA~ Document A141TM — 2014, Standard Form of Agreement Between Owner and Design-Builder, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report, (Signed) (fiitle) (Dated) AIA Dpcument D401TM — 2003. Copyright ~ 1992 and 2003 by The American Institute of Architects, All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA~° Document, or any pohion of it, may result Iii severe civil and criminal penalties, and will be prosecuted to the rnaximum extent possible under the law. This document was produced by AIA software at 16:07:28 on 11/21/2015 under Order No.0239586208_1 which expires on 07/14/201fi, and is not for resale. (1229084528) User Notes; PAPR - 004452