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Resolution 2024-54Resolution No. 2024-54 RESOLUTION OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, APPROVING AIA CONSTRUCTION AGREEMENTS FOR THE NEW PUBLIC WORKS FACILITY WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City') is a non- home rule municipality duly organized and validly existing in accordance with the Constitution of the State of Illinois of 1970 and the laws of this State; and, WHEREAS, the City has acquired certain property commonly known as 610 Tower Lane, Yorkville for the purpose of constructing a new public works facility; and WHEREAS, the City has proceeded to engage an architect to design the facility and designate a construction manager to supervise all aspects of its construction pursuant to the contracts as hereinafter identified; and WHEREAS, the City administration has proceeded to negotiate contracts with R.C. Wegman Construction Company of Aurora,Illinois as the construction manager and recommends that all of the agreements be approved as hereinafter set forth. NOW,THEREFORE,BE IT RESOLVED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. The AIA Document A133-2019 by and between the United City of Yorkville and R.C. Wegman Construction Company of Aurora, Illinois for Construction Manager as Constructor and the AIA Document A201-2017, General Conditions of the Contract for Construction by and between the United City of Yorkville and R.C. Wegman Construction Company of Aurora, Illinois, in the forms attached hereto, are hereby approved. Section 2. The Mayor and City Clerk are hereby authorized to execute. Section 3. This Resolution shall be in full force and effect from and after its passage Resolution No. 2024-54 Page 1 and approval according to law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 12th day of November, A.D. 2024. L7 Cl Y CLERK KEN KOCH AYE DAN TRANSIER AYE ARDEN JOE PLOCHER AYE CRAIG SOLING AYE CHRIS FUNKHOUSER AYE MATT MAREK AYE SEAVER TARULIS AYE RUSTY CORNEILS AYE APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois this 5Vday of } -d }"l ' , A.D. 2024. MAYOR Attest: r C TY CLERK Resolution No.2024-54 Page 2 Document A133 - 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the 15th day of October in the year 2024 ADDITIONS AND DELETIONS: In words, indicate day, month, and year.) The author of this document hasaddedinformationneededforits BETWEEN the Owner:completion.The author may also( Name, legal status, address, and other information) have revised the text of the originalAIAstandardform.An Additions and Deletions Report that notes added United City of Yorkville information as well as revisions to the 651 Prairie Point Drive standard form text is available from Yorkville,Illinois 60560 the author and should be reviewed.A 630.553.8537 vertical line in the left margin of this document indicates where the author and the Construction Manager: has added necessary information Name, legal status, address,and other information) and where the author has added to or deleted from the original AIA text. R.C.Wegman Construction Company Corporation This document has important legal750MortonAvenue consequences.Consultation with anAurora,Illinois 60506 attorney is encouraged with respect630.844.3000 to its completion or modification. for the following Project: AIA Document A201 rm-2017, Name, location,and detailed description)General Conditions of the Contract for Construction,is adopted in this United City of Yorkville-New Public Works Facility document by reference.Do not use 610 Tower Lane with other general conditions unless Yorkville,Illinois 60560 this document is modified. The Architect: Name, legal status, address, and other information) Kluber,Inc. 41 W.Benton Street Aurora,Illinois 60506 630.406.1213 The Owner and Construction Manager agree as follows. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with I the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:2003588461) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS,REBATES,AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B INSURANCE AND BONDS EXHIBIT C FEE SCHEDULE ARTICLE 1 INITIAL INFORMATION 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. For each item in this section, insert the information or a statement such as "not applicable"or "unknown at time of execution.') 1.1.1 The Owner's program for the Project,as described in Section 4.1.1: Insert the Owner's program,identify documentation that establishes the Owner's program,or state the manner in which the program will be developed.) 1.1.2 The Project's physical characteristics: Identify or describe pertinent information about the Project's physical characteristics,such as size;location; dimensions;geotechnical reports;site boundaries;topographic surveys;traffic and utility studies;availability ofpublic and private utilities and services;legal description of the site, etc) 1.1.3 The Owner's budget for the Guaranteed Maximum Price,as defined in Article 6: Provide total and, if known, a line item breakdown) Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 2 11/08/2024 under Order No'4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with t the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 1.1.4 The Owner's anticipated design and construction milestone dates: 1 Design phase milestone dates,if any: Design Development(Ongoing) July 15,2024—October 22,2024 2 Construction commencement date: TBD:Established Mid-April 2025 3 Substantial Completion date or dates: TBD:Estimated June 2026 4 Other milestone dates: 1.1.5 The Owner's requirements for accelerated or fast-track scheduling,or phased construction,are set forth below: Identify any requirements for fast-track scheduling or phased construction) Not anticipated. 1.1.6 The Owner's anticipated Sustainable Objective for the Project: Identify and describe the Owner's Sustainable Objective for the Project, if any) None 1.1.6.1 If the Owner identifies a Sustainable Objective,the Owner and Construction Manager shall complete and incorporate AIA Document E234Tm-2019,Sustainable Projects Exhibit,Construction Manager as Constructor Edition, into this Agreement to define the terms,conditions and services related to the Owner's Sustainable Objective.If E234-2019 is incorporated into this agreement,the Owner and Construction Manager shall incorporate the completed E234-2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. 1.1.7 Other Project information: Identify special characteristics or needs of the Project not provided elsewhere) 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: List name,address, and other contact information) Bart Olson,City Administrator,United City of Yorkville,651 Prairie Pointe Drive,Yorkville,Illinois 60560 1.1.9 The persons or entities,in addition to the Owner's representative,who are required to review the Construction Manager's submittals to the Owner are as follows: List name,address and other contact information) Kluber,Inc.41 W.Benton Street,Aurora,Illinois 60506 1.1.10 The Owner shall retain the following consultants and contractors: List name, legal status, address, and other contact information) Init. AIA Document At 33—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 3 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with t the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:2003588461) 1 Geotechnical Engineer: Contracted through Engineering Enterprises,Inc. Rubino Engineering,Inc. 425 Shepard Drive Elgin,Illinois 60123 2 Civil Engineer: Engineering Enterprises,Inc.(Civil&Landscape Design) 52 Wheeler Road Sugar Gove,Illinois 60554 3 Other,if any: List any other consultants retained by the Owner,such as a Project or Program Manager.) Construction Material Testing(TBD) 1.1.11 The Architect's representative: List name,address, and other contact information) Chris Hansen,AIA Project Manager Kluber,Inc. 41 W.Benton Street Aurora,Illinois 60506 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3: List name,address,and other contact information) Colette Rozanski,President,750 Morton Avenue,Aurora,Illinois 60506,630.844.3000 Perry Wegman,Vice President,750 Morton Avenue,Aurora,Illinois 60506,630.844.3000 1.1.13 The Owner's requirements for the Construction Manager's staffing plan for Preconstruction Services,as required under Section 3.1.9: List any Owner-specific requirements to be included in the staffing plan.) Jeff Chidester 1.1.14 The Owner's requirements for subcontractor procurement for the performance of the Work: List any Owner-specific requirements for subcontractor procurement.) NA 1.1.15 Other Initial Information on which this Agreement is based: 1.2 The Owner and Construction Manager may rely on the Initial Information.Both parties,however,recognize that such information may materially change and,in that event,the Owner and the Construction Manager shall appropriately Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 4 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with t the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) adjust the Project schedule,the Construction Manager's services,and the Construction Manager's compensation.The Owner shall adjust the Owner's budget for the Guaranteed Maximum Price and the Owner's anticipated design and construction milestones,as necessary,to accommodate material changes in the Initial Information. 1.3 Neither the Owner's nor the Construction Manager's representative shall be changed without ten days'prior notice to the other party. ARTICLE 2 GENERAL PROVISIONS 2.1 The Contract Documents The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement,and Modifications issued after execution of this Agreement,all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein.Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral.An enumeration of the Contract Documents,other than a Modification,appears in Article 15. The list of documents to be provided as listed in the General Conditions A201 document. The Drawings and Specifications are intended to direct the Contractor on how to construction the Project and not to provide legal parameters on Claims,scheduling or similar non-design related information. To the extent non-design related information is included in the Drawings or Specifications,it shall not bind Contractor. 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager'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.The Owner agrees to furnish or approve,in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. 2.3 General Conditions 2.3.1 For the Preconstruction Phase,AIA Document A201 T14-2017,General Conditions of the Contract for Construction,shall apply as follows: Section 1.5,Ownership and Use of Documents; Section 1.7,Digital Data Use and Transmission;Section 1.8,Building Information Model Use and Reliance;Section 2.2.4,Confidential Information; Section 3.12.10,Professional Services; Section 10.3,Hazardous Materials; Section 13.1,Governing Law.The term Contractor"as used in A201-2017 shall mean the Construction Manager. 2.3.2 For the Construction Phase,the general conditions of the contract shall be as set forth in A201-2017,which document is incorporated herein by reference.The term"Contractor"as used in A201-2017 shall mean the Construction Manager. ARTICLE 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2,and in the applicable provisions of A201-2017 referenced in Section 2.3.1.The Construction Manager's Construction Phase responsibilities are set forth in Section 3.3.The Owner and Construction Manager may agree,in consultation with the Architect,for the Construction Phase to commence prior to completion of the Preconstruction Phase,in which case,both phases will proceed concurrently.The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. 3.1 Preconstruction Phase 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services.The Owner and Architect shall be entitled to rely on,and shall not be responsible for,the accuracy,completeness,and timeliness of Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 5 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) services and information furnished by the Construction Manager.The Construction Manager,however,does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price.The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program,schedule and construction budget requirements,each in terms of the other. 3.1.3 Consultation 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures,progress,coordination,and scheduling of the Work. 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials,building systems,and equipment.The Construction Manager shall also provide recommendations to the Owner and Architect,consistent with the Project requirements,on constructability;availability of materials and labor;time requirements for procurement,installation and construction;prefabrication;and factors related to construction cost including,but not limited to,costs of alternative designs or materials,preliminary budgets,life-cycle data,and possible cost reductions.The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing building information modeling and digital data protocols for the Project,using AIA Document E203T114--2013,Building Information Modeling and Digital Data Exhibit,to establish the protocols for the development,use,transmission,and exchange of digital data. 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified,the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance.The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services.The Project schedule shall coordinate and integrate the Construction Manager's services,the Architect's services,other Owner consultants' services,and the Owner's responsibilities;and identify items that affect the Project's timely completion.The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal;components of the Work;times of commencement and completion required of each Subcontractor; ordering and delivery of products,including those that must be ordered in advance of construction;and the occupancy requirements of the Owner. 3.1.5 Phased Construction The Construction Manager,in consultation with the Architect,shall provide recommendations with regard to accelerated or fast-track scheduling,procurement,and sequencing for phased construction.The Construction Manager shall take into consideration cost reductions,cost information,constructability,provisions for temporary facilities,and procurement and construction scheduling issues. 3.1.6 Cost Estimates 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect,the Construction Manager shall prepare,for the Architect's review and the Owner's approval,preliminary estimates of the Cost of the Work or the cost of program requirements using area,volume,or similar conceptual estimating techniques.If the Architect or Construction Manager suggests alternative materials and systems,the Construction Manager shall provide cost evaluations of those alternative materials and systems. 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall prepare and update,at appropriate intervals agreed to by the Owner,Construction Manager and Architect,an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the further development of the design, price escalation,and market conditions,until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work.The estimate shall be provided for the Architect's review and the Owner's approval.The Init. AIA Document A133—2019.Copyright @ 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 6 11/08/2024 under Order No.4104245145 which expires on 1 2/08120 24,is not for resale,is licensed for one-time use only,and may only be used in accordance with I the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget,and make recommendations for corrective action. 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service,and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates,the Construction Manager and the Architect shall work together to reconcile the cost estimates. 3.1.7 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules,for the Architect's review and the Owner's approval. 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment,materials,services,and temporary Project facilities. 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner's review and approval. 3.1.10 If the Owner identified a Sustainable Objective in Article 1,the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document E234Tm-2019,Sustainable Projects Exhibit, Construction Manager as Constructor Edition,attached to this Agreement. 3.1.11 Subcontractors and Suppliers 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14,the Construction Manager shall provide a subcontracting plan,addressing the Owner's requirements,for the Owner's review and approval. 3.1.11.2 The Construction Manager shall develop bidders'interest in the Project. 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase. 3.1.12 Procurement The Construction Manager shall prepare,for the Architect's review and the Owner's acceptance,a procurement schedule for items that must be ordered in advance of construction.The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction.If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price,the Owner shall procure the items on terns and conditions acceptable to the Construction Manager.Upon the establishment of the Guaranteed Maximum Price,the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws,statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities applicable to its performance under this Contract,and with equal employment opportunity programs,and other programs as may be required by governmental and quasi-governmental authorities. 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager,or reference an exhibit attached to this document Describe any other Preconstruction Phase services,such as providing cash flow projections,development of a project information management system, early selection or procurement of subcontractors, etc.) 3.2 Guaranteed Maximum Price Proposal 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager,the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review,and the Owner's acceptance.The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work,the Construction Manager's contingency described in Section 3.2.4,and the Construction Manager's Fee described in Section 6.1.2. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 7 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with t the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 3.2.2 To the extent that the Contract Documents are anticipated to require further development,the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope,systems,kinds and quality of materials,finishes,or equipment,all of which,if required,shall be incorporated by Change Order. 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis,which shall include the following: 1 A list of the Drawings and Specifications,including all Addenda thereto,and the Conditions of the Contract; 2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal,including assumptions under Section 3.2.2; 3 A statement of the proposed Guaranteed Maximum Price,including a statement of the estimated Cost of the Work organized by trade categories or systems,including allowances;the Construction Manager's contingency set forth in Section 3.2.4;and the Construction Manager's Fee; 4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based;and 5 A date by which the Owner must accept the Guaranteed Maximum Price. 3.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal,the Construction Manager shall include a contingency for the Construction Manager's exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal.In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented,they shall promptly notify the Construction Manager,who shall make appropriate adjustments to the Guaranteed Maximum Price proposal,its basis,or both. 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal,the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager.Following acceptance of a Guaranteed Maximum Price,the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement,a copy of which the Owner shall provide to the Architect.The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment,unless the Owner provides prior written authorization for such costs. 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment.The Owner shall promptly furnish such revised Contract Documents to the Construction Manager.The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents. 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales,consumer,use and similar taxes for the Work provided by the Construction Manager that are legally enacted,whether or not yet effective,at the time the Guaranteed Maximum Price Amendment is executed. 3.3 Construction Phase 3.3.1 General 3.3.1.1 For purposes of Section 8.1.2 of A201-2017,the date of commencement of the Work shall mean the date of commencement of the Construction Phase. 3.3.1.2 The Construction Phase shall commence upon the Owner's execution of the Guaranteed Maximum Price Amendment or,prior to acceptance of the Guaranteed Maximum Price proposal,by written agreement of the parties.The AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," Init. "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 8 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: written agreement shall set forth a description of the Work to be performed by the Construction Manager,and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. 3.3.2 Administration 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures,progress, coordination,scheduling,and status of the Work.The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment,the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and a submittal schedule in accordance with Section 3.10 of A201-2017. 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project.On a monthly basis,or otherwise as agreed to by the Owner,the Construction Manager shall submit written progress reports to the Owner and Architect,showing percentages of completion and other information required by the Owner. 3.3.2.4 Daily Logs The Construction Manager shall keep,and make available to the Owner and Architect,a daily log containing a record for each day of weather,portions of the Work in progress,number of workers on site,identification of equipment on site, problems that might affect progress of the work,accidents,injuries,and other information required by the Owner. 3.3.2.5 Cost Control The Construction Manager shall develop a system of cost control for the Work,including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes.The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect,and shall provide this information in its monthly reports to the Owner and Architect,in accordance with Section 3.3.2.3 above. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 Information and Services Required of the Owner 4.1.1 The Owner shall provide information with reasonable promptness,regarding requirements for and limitations on the Project,including a written program which shall set forth the Owner's objectives,constraints,and criteria,including schedule,space requirements and relationships,flexibility and expandability,special equipment,systems,sustainability and site requirements. 4.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment,the Construction Manager 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 Contract.After execution of the Guaranteed Maximum Price Amendment,the Construction Manager may request such information as set forth in A201-2017 Section 2.2. 4.1.3 The Owner shall establish and periodically update the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Article 7,(2)the Owner's other costs,and(3)reasonable contingencies related to all of these costs.If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Construction Manager and Architect.The Owner and the Architect,in consultation with the Construction Manager,shall thereafter agree to a corresponding change in the Project's scope and quality. 4.1.4 Structural and Environmental Tests,Surveys and Reports.During the Preconstruction Phase,the Owner shall furnish the following information or services with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. 4.1.4.1 The Owner shall furnish tests,inspections,and reports,required by law and as otherwise agreed to by the parties, such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 9 11/08/2024 under Order No.41 G4245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: 4.1.4.2 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions and other necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade, including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. 4.1.4.3 The Owner,when such services are requested,shall furnish services of geotechnical engineers,which may include test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials, seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. 4.1.5 During the Construction Phase,the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. 4.1.6 If the Owner identified a Sustainable Objective in Article 1,the Owner shall fulfill its responsibilities as required in AIA Document E234TM-2019,Sustainable Projects Exhibit,Construction Manager as Constructor Edition,attached to this Agreement. 4.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project.The Owner's representative shall render decisions promptly and furnish information expeditiously,so as to avoid unreasonable delay in the services or Work of the Construction Manager.Except as otherwise provided in Section 4.2.1 of A201-2017,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. 4.2.1 Legal Requirements.The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. 4.3 Architect The Owner shall retain an Architect to provide services,duties and responsibilities as described in AIA Document B133Tm-2019,Standard Form of Agreement Between Owner and Architect,Construction Manager as Constructor Edition,including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement.The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect,and any further modifications to the Architect's scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5.1 Compensation 5.1.1 For the Construction Manager's Preconstruction Phase services described in Sections 3.1 and 3.2,the Owner shall compensate the Construction Manager as follows: Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable) 5.1.2 The hourly billing rates for Preconstruction Phase services of the Construction Manager and the Construction Manager's Consultants and Subcontractors,if any,are set forth below. If applicable, attach an exhibit of hourly billing rates or insert them below.) Individual or Position Rate Init. AIA Document A133—2019.Copyright @ 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 10 11/08/2024 under Order No.41 G4245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.cam. User Notes: 2003588461) 5.1.2.1 Hourly billing rates for Preconstruction Phase services include all costs to be paid or incurred by the Construction Manager,as required by law or collective bargaining agreements,for taxes,insurance,contributions, assessments and benefits and,for personnel not covered by collective bargaining agreements,customary benefits such as sick leave,medical and health benefits,holidays,vacations and pensions,and shall remain unchanged unless the parties execute a Modification. 5.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within ( )months of the date of this Agreement,through no fault of the Construction Manager,the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. 5.2 Payments 5.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. 5.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice.Amounts unpaid ( ) 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 Construction Manager. Insert rate of monthly or annual interest agreed upon) ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6.1 Contract Sum 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager's performance of the Contract after execution of the Guaranteed Maximum Price Amendment.The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager's Fee. 6.1.2 The Construction Manager's Fee: State a lump sum,percentage of Cost of the Work or other provision for determining the Construction Manager's Fee) 6.1.3 The method of adjustment of the Construction Manager's Fee for changes in the Work: 6.1.4 Limitations,if any,on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: 6.1.5 Rental rates for Construction Manager-owned equipment shall not exceed percent( %)of the standard rental rate paid at the place of the Project. 6.1.6 Liquidated damages,if any: Insert terms and conditions for liquidated damages, if any.) 6.1.7 Other: Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment,subject to additions and deductions by Change Order as provided in the Contract Documents.Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 11 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with t the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacwntracts.com. User Notes: 2003588461) 6.3 Changes in the Work 6.3.1 The Owner may,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions.The Owner shall issue such changes in writing.The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. 6.3.1.1 The Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. 6.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Article 7 of AIA Document A201-2017,General Conditions of the Contract for Construction. 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017,as they refer to"cost"and"fee,"and not by Articles 6 and 7 of this Agreement.Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. 6.3.4 In calculating adjustments to the Guaranteed Maximum Price,the terms"cost"and"costs"as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term"fee" shall mean the Construction Manager's Fee as defined in Section 6.1.2 of this Agreement. 6.3.5 If no specific provision is made in Section 6.1.3 for adjustment of the Construction Manager's Fee in the case of changes in the Work,or if the extent of such changes is such,in the aggregate,that application of the adjustment provisions of Section 6.1.3 will cause substantial inequity to the Owner or Construction Manager,the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work,and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE 7.1 Costs to Be Reimbursed 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work.The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. 7.1.2 Where,pursuant to the Contract Documents,any cost is subject to the Owner's prior approval,the Construction Manager shall obtain such approval in writing prior to incurring the cost. 7.1.3 Costs shall be at rates not higher than the standard rates paid at the place of the Project,except with prior approval of the Owner. 7.2 Labor Costs 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops. 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site and performing Work,with the Owner's prior approval. 7.2.2.1 Wages or salaries of the Construction Manager's supervisory and administrative personnel when performing Work and stationed at a location other than the site,but only for that portion of time required for the Work,and limited to the personnel and activities listed below: Identify the personnel, type of activity and, if applicable,any agreed upon percentage of time to be devoted to the Work.) 7.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or while traveling,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required for the Work. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," Init. "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 12 1 1/0 8120 24 under Order No.4104245145 which expires on 1 2/0 812024,is not for resale,is licensed for one-time use only,and may only be used in accordance with I the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: 7.2.4 Costs paid or incurred by the Construction Manager,as required by law or collective bargaining agreements,for taxes,insurance,contributions,assessments and benefits and,for personnel not covered by collective bargaining agreements,customary benefits such as sick leave,medical and health benefits,holidays,vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. 7.2.5 If agreed rates for labor costs,in lieu of actual costs,are provided in this Agreement,the rates shall remain unchanged throughout the duration of this Agreement,unless the parties execute a Modification. 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction 7.4.1 Costs,including transportation and storage at the site,of materials and equipment incorporated,or to be incorporated,in the completed construction. 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage.Unused excess materials,if any,shall become the Owner's property at the completion of the Work or,at the Owner's option,shall be sold by the Construction Manager.Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items 7.5.1 Costs of transportation,storage,installation,dismantling,maintenance,and removal of materials,supplies, temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work.Costs of materials, supplies,temporary facilities,machinery,equipment,and tools,that are not fully consumed,shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.Costs for items not fully consumed by the Construction Manager shall mean fair market value. 7.5.2 Rental charges for temporary facilities,machinery,equipment,and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site,and the costs of transportation, installation,dismantling,minor repairs,and removal of such temporary facilities,machinery,equipment,and hand tools. Rates and quantities of equipment owned by the Construction Manager,or a related party as defined in Section 7.8,shall be subject to the Owner's prior approval.The total rental cost of any such equipment may not exceed the purchase price of any comparable item. 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. 7.5.4 Costs of the Construction Manager's site office,including general office equipment and supplies. 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location,subject to the Owner's prior approval. 7.6 Miscellaneous Costs 7.6.1 The Construction Manager shall bill the cost of Construction Manager Provided Insurance(identified in Exhibit B) at a cost as specified in Exhibit C,which fee shall be the"Insurance Fee". The Construction Manager Provided Insurance shall include all insurance the Construction Manager is required to provide for the Project as specified in Exhibit B to the Agreement except:(a)workers compensation insurance(which cost shall be reflected in labor rates);(b)builders'risk insurance(which if provided by the Construction Manager will be provided at an additional set percentage rate);(c) marine related insurance for any Owner provided property,equipment or services;and(d)railroad protective insurance,if required. The Insurance Fee shall cover the cost of all premiums,self-insured retentions or deductibles and any gain or loss relating to the Construction Manager provided insurance shall be borne solely by the Construction Manager. . 7.6.1.1 Costs for self-insurance,for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 13 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Construction Manager,with the Owner's prior approval. 7.6.2 Sales,use,or similar taxes,imposed by a governmental authority,that are related to the Work and for which the Construction Manager is liable. 7.6.3 Fees and assessments for the building permit,and for other permits,licenses,and inspections,for which the Construction Manager is required by the Contract Documents to pay. 7.6.4 Fees of laboratories for tests required by the Contract Documents;except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents,and which do not fall within the scope of Section 7.7.3. 7.6.5 Royalties and license fees paid for the use of a particular design,process,or product,required by the Contract Documents. 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents,payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims,and payments of settlements made with the Owner's consent,unless the Construction Manager had reason to believe that the required design,process,or product was an infringement of a copyright or a patent,and the Construction Manager failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017.The costs of legal defenses,judgments,and settlements shall not be included in the Cost of the Work used to calculate the Construction Manager's Fee or subject to the Guaranteed Maximum Price. 7.6.6 Costs for communications services,electronic equipment,and software,directly related to the Work and located at the site,with the Owner's prior approval. 7.6.7 Costs of document reproductions and delivery charges. 7.6.8 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. 7.6.9 Legal,mediation and arbitration costs,including attorneys'fees,other than those arising from disputes between the Owner and Construction Manager,reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner's prior approval,which shall not be unreasonably withheld. 7.6.10 Expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work,with the Owner's prior approval. 7.6.11 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. 7.7 Other Costs and Emergencies 7.7.1 Other costs incurred in the performance of the Work,with the Owner's prior approval. 7.7.2 Costs incurred in taking action to prevent threatened damage,injury,or loss,in case of an emergency affecting the safety of persons and property,as provided in Article 10 of AIA Document A201-2017. 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors,or suppliers,provided that such damaged or nonconforming Work was not caused by the negligence of,or failure to fulfill a specific responsibility by,the Construction Manager,and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance,sureties,Subcontractors,suppliers,or others. 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work,notwithstanding any provision of AIA Document A201-2017 or other Conditions of the Contract which may require the Construction Manager to pay such costs,unless such costs are excluded by the provisions of Section 7.9. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 14 11/08/2024 under Order No.4104245145 which expires on 1 210 8/20 24,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: 7.8 Related Party Transactions 7.8.1 For purposes of this Section 7.8,the term"related party"shall mean(1)a parent,subsidiary,affiliate,or other entity having common ownership of,or sharing common management with,the Construction Manager;(2)any entity in which any stockholder in,or management employee of,the Construction Manager holds an equity interest in excess of ten percent in the aggregate;(3)any entity which has the right to control the business or affairs of the Construction Manager; or(4)any person,or any member of the immediate family of any person,who has the right to control the business or affairs of the Construction Manager. 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction,including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred.If the Owner,after such notification,authorizes the proposed transaction in writing,then the cost incurred shall be included as a cost to be reimbursed,and the Construction Manager shall procure the Work,equipment,goods,or service,from the related party,as a Subcontractor,according to the terms of Article 9.If the Owner fails to authorize the transaction in writing,the Construction Manager shall procure the Work,equipment,goods,or service from some person or entity other than a related party according to the terms of Article 9. 7.9 Costs Not To Be Reimbursed 7.9.1 The Cost of the Work shall not include the items listed below: 1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office,except as specifically provided in Section 7.2,or as may be provided in Article 14; 2 Bonuses,profit sharing,incentive compensation,and any other discretionary payments,paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor,unless the Owner has provided prior approval; 3 Expenses of the Construction Manager's principal office and offices other than the site office; 4 Overhead and general expenses,except as may be expressly included in Sections 7.1 to 7.7; 5 The Construction Manager's capital expenses,including interest on the Construction Manager's capital employed for the Work; 6 Except as provided in Section 7.7.3 of this Agreement,costs due to the negligence of,or failure to fulfill a specific responsibility of the Contract by,the Construction Manager,Subcontractors,and suppliers,or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; 7 Any cost not specifically and expressly described in Sections 7.1 to 7.7; 8 Costs,other than costs included in Change Orders approved by the Owner,that would cause the Guaranteed Maximum Price to be exceeded;and 9 Costs for services incurred during the Preconstruction Phase. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if(1)before making the payment,the Construction Manager included the amount to be paid,less such discount,in an Application for Payment and received payment from the Owner,or(2)the Owner has deposited funds with the Construction Manager with which to make payments;otherwise,cash discounts shall accrue to the Construction Manager.Trade discounts, rebates,refunds,and amounts received from sales of surplus materials and equipment shall accrue to the Owner,and the Construction Manager shall make provisions so that they can be obtained. 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS 9.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager.The Owner may designate specific persons from whom,or entities from which,the Construction Manager shall obtain bids.The Construction Manager shall obtain bids from Subcontractors,and from suppliers of materials or equipment fabricated especially for the Work,who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents.The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept.The Owner then has the right to Init. AIA Document Al33—2019.Copyright 01991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 15 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: review the Construction Manager's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1,to object to any subcontractor or supplier.Any advice of the Architect,or approval or objection by the Owner,shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents.The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. 9.1.1 When a specific subcontractor or supplier(1)is recommended to the Owner by the Construction Manager;(2)is qualified to perform that portion of the Work;and(3)has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions,but the Owner requires that another bid be accepted,then the Construction Manager may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. 9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement,and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval.If a subcontract is awarded on the basis of cost plus a fee,the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Article 10. ARTICLE 10 ACCOUNTING RECORDS The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work,and exercise such controls,as may be necessary for proper financial management under this 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 Construction Manager's records and accounts,including complete documentation supporting accounting entries,books,job cost reports,correspondence,instructions,drawings,receipts,subcontracts,Subcontractor's proposals, Subcontractor's invoices,purchase orders,vouchers,memoranda,and other data relating to this Contract.The Construction Manager shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law. ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 11.1 Progress Payments 11.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager,and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum,to the Construction Manager,as provided below and elsewhere in the Contract Documents. 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: 11.1.3 Provided that an Application for Payment is received by the Architect not later than the day of a month,the Owner shall make payment of the amount certified to the Construction Manager not later than the day of the month.If an Application for Payment is received by the Architect after the application date fixed above,payment of the amount certified shall be made by the Owner not later than ( )days after the Architect receives the Application for Payment. Federal,state or local laws may require payment within a certain period of time) 11.1.4 To the extent necessary and not covered by a lump sum or set fee percentage,with each Application for Payment, the Construction Manager shall submit payrolls,petty cash accounts,receipted invoices or invoices with check vouchers attached,and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager,plus payrolls for the period covered by the present Application for Payment,less that portion of the progress payments attributable to the Construction Manager's Fee. In addition to other required items,each Application for Payment shall be accompanied by the following,all in form and substance satisfactory to the Owner and in compliance with applicable statutes of the State of Illinois: 1 A duly executed and acknowledged sworn statement showing all Subcontractors with whom the Construction Manager has entered into subcontracts,the amount of each such subcontract,the amount Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 16 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: requested for any Subcontractor in the Application for Payment,and the amount to be paid to the Construction Manager from such progress payment,together with similar sworn statements from all first tier Subcontractors and,where appropriate,from lower tier subcontractors; 2 Duly executed waivers of mechanics' and material suppliers'lien from the Construction Manager and, on a one month trailing basis,all such Subcontractors,establishing payment or satisfaction of the payment requested by the Construction Manager in the Application for Payment approval provided so-called"trailing waivers");and 3 Such other information,documentation,and materials as the Owner or Architect may reasonably require with reasonable advance notice to Construction Manager. 11.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents.The schedule of values shall allocate the entire Guaranteed Maximum Price among:(1)the various portions of the Work;(2)any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order;and(3)the Construction Manager's Fee. 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require.The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment. 11.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 11.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. 11.1.5.3 When the Construction Manager allocates costs from a contingency to another line item in the schedule of values,the Construction Manager shall submit supporting documentation to the Architect. 11.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.The percentage of completion shall be the lesser of(1)the percentage of that portion of the Work which has actually been completed,or(2)the percentage obtained by dividing(a)the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment,by(b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. 11.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: 11.1.7.1 The amount of each progress payment shall first include: 1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; 2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or,if approved in writing in advance by the Owner,suitably stored off the site at a location agreed upon in writing; 3 That portion of Construction Change Directives that the Architect determines,in the Architect's professional judgment,to be reasonably justified;and 4 The Construction Manager's Fee and the Insurance Fee,computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. 11.1.7.2 The amount of each progress payment shall then be reduced by: 1 The aggregate of any amounts previously paid by the Owner; 2 The amount,if any,for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 17 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:2003588461) 3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier,unless the Work has been performed by others the Construction Manager intends to pay; 4 For Work performed or defects discovered since the last payment application,any amount for which the Architect may withhold payment,or nullify a Certificate of Payment in whole or in part,as provided in Article 9 of AIA Document A201-2017; 5 The shortfall,if any,indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment,or resulting from errors subsequently discovered by the Owner's auditors in such documentation;and 6 Retainage withheld pursuant to Section 11.1.8. 11.1.8 Retainage 11.1.8.1 Retainage,absent an issues with the performance of the Work,shall be held against moneys due for Construction Manager's direct expenses and as to moneys due for third-party costs(such as moneys owed by Construction Manager to a Subcontractor). For the first fifty percent of the Project,retention on Construction Manager's direct expenses shall be ten percent. Upon completion of 50%of the Project,retention shall be reduced to five percent on Construction Manager's direct expenses. Additionally,for moneys owed by Construction Manager to third-parties such as Subcontractors or Suppliers,for the first 50%of the that third-party's work on the Project,the retention shall be ten percent. Upon completion of the first 50%of that third-party's work,their retention shall be reduced to five percent. Retention shall be calculated and held on trade by trade basis on the approved Schedule of Values not on an aggregate basis for the Project absent issues or problems with the Work. Upon Substantial Completion of the Work,any retention shall be reduced to 150%of the value of amount of work outstanding Work listed on the punch list. No retention shall be withheld on the following:(i)any fees to public agencies or utility companies if the Owner elects to have the Construction Manager pay such fees;(ii)Construction Manager's general conditions percentage;(iii)the Insurance Fee;or(iv)any advance payments or other payments made with Owner's approval and which are necessary to obtain pricing advantages for example:deposits required by foreign suppliers). Subject to the Owner's prior approval,which shall not be unreasonably withheld,all sums retained shall be paid in full without retention,for each of the following portions of the Work on the first progress payment following thirty(30)days after completion in accordance with the Contract Documents and acceptance of those portions of the Work by the Owner(which acceptance shall not be unreasonably withheld): A. Any excavation and Earth retention; B. Any demolition; C. Any caissons and foundational work; D. Any structural concrete work; E. Any underground utilities; F.Subcontractors with values of under$500,000 or such other Subcontractors that complete their work within the first 6 months of the commencement of the construction of the Work. Paragraphs deleted) 11.1.9 If final completion of the Work is materially delayed through no fault of the Construction Manager,the Owner shall pay the Construction Manager any additional amounts in accordance with Article 9 of AIA Document A201-2017. 11.1.10 Except with the Owner's prior written approval,the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors,and the percentage of retainage held on Subcontracts,and the Construction Manager shall execute subcontracts in accordance with those agreements. 11.1.12 In taking action on the Construction Manager's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information famished by the Construction Manager,and such action shall not be deemed to be a representation that(1)the Architect has made a detailed examination,audit,or arithmetic verification,of the documentation submitted in accordance with Section 11.1.4 or other supporting data;(2)that the Architect has made exhaustive or continuous on-site inspections;or(3)that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. 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. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 18 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 11.2 Final Payment 11.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Construction Manager when 1 the Construction Manager has fully performed the Contract,except for the Construction Manager's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017,and to satisfy other requirements,if any,which extend beyond final payment; 2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment;and 3 a final Certificate for Payment has been issued by the Architect in accordance with Section 11.2.2.2. 11.2.2 Within 30 days of the Owner's receipt of the Construction Manager's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. 11.2.2.1 If the Owner conducts an audit of the Cost of the Work,the Owner shall,within 10 days after completion of the audit,submit a written report based upon the auditors' findings to the Architect. 11.2.2.2 Within seven days after receipt of the written report described in Section 11.2.2.1,or receipt of notice that the Owner will not conduct an audit,and provided that the other conditions of Section 11.2.1 have been met,the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager,or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017.The time periods stated in this Section 11.2.2 supersede those stated in Article 9 of AIA Document A201-2017.The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. 11.2.2.3 If the Owner's auditors'report concludes that the Cost of the Work,as substantiated by the Construction Manager's final accounting,is less than claimed by the Construction Manager,the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201-2017.A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment.Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager.Pending a final resolution of the disputed amount,the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. 11.2.3 The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment,or as follows: 11.2.4 If,subsequent to final payment,and at the Owner's request,the Construction Manager incurs costs,described in Sections 7.1 through 7.7,and not excluded by Section 7.9,to correct defective or nonconforming Work,the Owner shall reimburse the Construction Manager for such costs,and the Construction Manager's Fee applicable thereto,on the same basis as if such costs had been incurred prior to final payment,but not in excess of the Guaranteed Maximum Price.If adjustments to the Contract Sum are provided for in Section 6.1.7,the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction Manager. 11.3Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below,or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. Insert rate of interest agreed upon, if any.) The prime rate as established by J.P.Morgan Chase Bank plus four percent% ARTICLE 12 DISPUTE RESOLUTION 12.1 Initial Decision Maker 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201-2017.However,for Claims arising from or relating to the Construction Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 19 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) Manager's Preconstruction Phase services,no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution,and Section 12.1.2 of this Agreement shall not apply. 12.1.2 The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017 for Claims arising from or relating to the Construction Manager's Construction Phase services,unless the parties appoint below another individual,not a party to the Agreement,to serve as the Initial Decision Maker. If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) 12.2 Binding Dispute Resolution For any Claim subject to,but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017,the method of binding dispute resolution shall be as follows: Check the appropriate box) Arbitration pursuant to Article 15 of AIA Document A201-2017 X ] Litigation in a court of competent jurisdiction Other: (Specify) If the Owner and Construction Manager do not select a method of binding dispute resolution,or do not subsequently agree in writing to a binding dispute resolution method other than litigation,Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 13 TERMINATION OR SUSPENSION 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price,the Owner may terminate this Agreement upon not less than seven days'written notice to the Construction Manager,and the Construction Manager may terminate this Agreement,upon not less than seven days'written notice to the Owner. 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1,the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination,in accordance with the terms of this Agreement.In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. 13.1.3 Prior to the execution of the Guaranteed Maximum Price Amendment,the Owner may terminate this Agreement upon not less than seven days'written notice to the Construction Manager for the Owner's convenience and without cause,and the Construction Manager may terminate this Agreement,upon not less than seven days'written notice to the Owner,for the reasons set forth in Article 14 of A201-2017. 13.1.4 In the event of termination of this Agreement pursuant to Section 13.1.3,the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment,the Owner shall pay to the Construction Manager an amount calculated as follows,which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: 1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 20 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with t the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion;and 3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. 13.1.6 The Owner shall also pay the Construction Manager fair compensation,either by purchase or rental at the election of the Owner,for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.1.5.1.To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall,as a condition of receiving the payments referred to in this Article 13,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders.All Subcontracts,purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. 13.1.6.1 If the Owner accepts assignment of subcontracts,purchase orders or rental agreements as described above,the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract,purchase order or rental agreement,if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated.If the Owner chooses not to accept assignment of any subcontract,purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated,the Construction Manager will terminate the subcontract,purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201-2017. 13.2.2 Termination by the Owner for Cause 13.2.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017,the amount,if any,to be paid to the Construction Manager under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded,nor shall it exceed an amount calculated as follows: 1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; 2 Add the Construction Manager's Fee,computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or,if the Construction Manager'Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; 3 Subtract the aggregate of previous payments made by the Owner;and 4 Subtract the costs and damages incurred,or to be incurred,by the Owner under Article 14 of AIA Document A201--2017. 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation,either by purchase or rental at the election of the Owner,for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.2.1.1.To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall,as a condition of receiving the payments referred to in this Article 13,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017,then the Owner shall pay the Construction Manager a termination fee as follows: Insert the amount of or method for determining the fee, if any,payable to the Construction Manager following a termination for the Owner's convenience) Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 21 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with t the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017;in such case,the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017,except that the term"profit"shall be understood to mean the Construction Manager's Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 Terms in this Agreement shall have the same meaning as those in A201-2017.Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document,the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 14.2 Successors and Assigns 14.2.1 The Owner and Construction Manager,respectively,bind themselves,their partners,successors,assigns and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 14.2.2 of this Agreement,and in Section 13.2.2 of A201-2017,neither party to the Contract shall assign the Contract as a whole without written consent of the other.If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. 14.2.2 The Owner may,without consent of the Construction Manager,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Construction Manager shall execute all consents reasonably required to facilitate the assignment. 14.3Insurance and Bonds 14.3.1 Preconstruction Phase The Construction Manager shall maintain the following insurance for the duration of the Preconstruction Services performed under this Agreement.If any of the requirements set forth below exceed the types and limits the Construction Manager normally maintains,the Owner shall reimburse the Construction Manager for any additional cost. 14.3.1.1 Commercial General Liability with policy limits of not less than ($ )for each occurrence and ($ )in the aggregate for bodily injury and property damage. 14.3.1.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Construction Manager with policy limits of not less than ($ )per accident for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. 14.3.1.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided that such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 14.3.1.1 and 14.3.1.2,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. 14.3.1.4 Workers'Compensation at statutory limits and Employers Liability with policy limits not less than ($ )each accident, ($ )each employee,and ($ )policy limit. 14.3.1.5 Professional Liability covering negligent acts,errors and omissions in the performance of professional services, with policy limits of not less than ($ )per claim and ($ )in the aggregate. 14.3.1.6 Other Insurance List below any other insurance coverage to be provided by the Construction Manager and any applicable limits) Coverage Limits Init. AIA Document A133—2019.Copyright O 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects; AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 22 11/08/2024 under Order No.4104245145 which expires on 1 2/0 812 0 24,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 14.3.1.7 Additional Insured Obligations.To the fullest extent permitted by law,the Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions.The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. 14.3.1.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 14.3.1. 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment,the Owner and the Construction Manager shall purchase and maintain insurance as set forth in AIA Document Al33TM-2019,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price,Exhibit B,Insurance and Bonds,and elsewhere in the Contract Documents. 14.3.2.1 The Construction Manager shall provide bonds as set forth in AIA Document A133TM-2019 Exhibit B,and elsewhere in the Contract Documents. 14.4 Notice in electronic format,pursuant to Article 1 of AIA Document A201-2017,may be given in accordance with AIA Document E203TM-2013,Building Information Modeling and Digital Data Exhibit,if completed,or as otherwise set forth below: If other than in accordance with AIA Document E203-2013, insert requirements for delivering notice in electronic format such as name,title,and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission) Utilizing email addresses used by the Representative for business purposes 14.5 Other provisions: ARTICLE 15 SCOPE OF THE AGREEMENT 15.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. 15.2 The following documents comprise the Agreement: 1 AIA Document A133TM-2019,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price 2 AIA Document A133TM-2019,Exhibit A,Guaranteed Maximum Price Amendment,if executed 3 AIA Document A133Tm-2019,Exhibit B,Insurance and Bonds 4 AIA Document A201TM-2017,General Conditions of the Contract for Construction 5 Paragraphs deleted) Other documents,if any,listed below: List here any additional documents that are intended to form part of the Contract Documents.AIA Document A201-2017provides that the advertisement or invitation to bid,Instructions to Bidders,sample forms, the Construction Manager's bid or proposal,portions of Addenda relating to bidding or proposal requirements,and other information furnished by the Owner in anticipation ofreceiving bids orproposals, are not part of the Contract Documents unless enumerated in this Agreement.Any such documents should be listed here only if intended to be part of the Contract Documents) Exhibit C-Fee Schedule AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," nit. "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 23 1 1/0 8120 24 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with I the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: Additions and Deletions Report for AIA®Document A 133°- 2019 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 16:25:15 ET on 11/08/2024. PAGE 1 AGREEMENT made as of the 15th day of October in the year 2024 United City of Yorkville 651 Prairie Point Drive Yorkville,Illinois 60560 630.553.8537 R.C.Wegman Construction Company Corporation 750 Morton Avenue Aurora,Illinois 60506 630.844.3000 United City of Yorkville-New Public Works Facility 610 Tower Lane Yorkville,Illinois 60560 Kluber,Inc. 41 W.Benton Street Aurora,Illinois 60506 630.406.1213 PAGE 2 EXHIBIT B INSURANCE AND BONDS EXHIBIT C FEE SCHEDULE PAGE 3 Design Development(Ongoing) July 15 2024—October 22,2024 TBD:Established Mid-April 2025 Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:25:15 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:2003588461) TBD:Estimated June 2026 Not anticipated. None Bart Olson City Administrator United City of Yorkville 651 Prairie Pointe Drive Yorkville,Illinois 60560 Kluber,Inc 41 W.Benton Street Aurora,Illinois 60506 PAGE 4 Contracted through Engineering Enterprises,Inc. Rubino Engineering,Inc. 425 Shepard Drive Elgin,Illinois 60123 Engineering Enterprises,Inc.(Civil&Landscape Design) 52 Wheeler Road Sugar Gove,Illinois 60554 Construction Material Testing(TBD) Chris Hansen,AIA Project Manager Kluber,Inc. 41 W.Benton Street Aurora,Illinois 60506 Colette Rozanski President 750 Morton Avenue Aurora,Illinois 60506,630,844.3000 PenyWegman Vice President 750 Morton Avenue,Aurora,Illinois 60506,630.844.3000 Jeff Chidester NA PAGE 5 Additions and Deletions Report for AIA Document A133—2019.Copyright @ 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 2 produced at 16:25:15 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement,and Modifications issued after execution of this Agreement,all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein.Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements, either written or oral.if any*iag in the other-r t t r,, ents ethe_than a,,,redif4 •iefl,is ineensistent• ith this An enumeration of the Contract Documents,other than a Modification, appears in Article 15. The list of documents to be provided as listed in the General Conditions A201 document. The Drawings and Specifications are intended to direct the Contractor on how to construction the Project and not to provide legal parameters on Claims scheduling or similar non-design related information. To the extent non-design related information is included in the Drawings or Specifications,it shall not bind Contractor. PAGE 6 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing writteo building information modeling and digital data protocols for the Project using AIA Document E203Tm-2013,Building Information Modeling and Digital Data Exhibit,to establish the protocols for the development,use,transmission,r-elianee,an @*ehaage f di&al data inal.ding building inn tier fn• els c_the-Pr-ejeet and exchange of digital data. PAGE 13 7.6.1 attfibuted to this The Construction Manager shall bill the cost of Construction Manager Provided Insurance identified in Exhibit B)at a cost as specified in Exhibit C which fee shall be the"Insurance Fee". The Construction Manager Provided Insurance shall include all insurance the Construction Manager is required to provide for the Project as specified in Exhibit B to the Agreement except:(aa)workers compensation insurance(which cost shall be reflected in labor rates);;(b)builders'risk insurance(which if provided by the Construction Manager will be provided at an additional set percentage rate),•(c)marine related insurance for any Owner provided property,equipment or services,•and(d)railroad protective insurance if required The Insurance Fee shall cover the cost of all premiums, self-insured retentions or deductibles and any gain or loss relating to the Construction Manager provided insurance shall be home solely by the Construction Manager. . PAGE 16 11.1.4 k To the extent necessary and not covered by a lump sum or set fee percentage with each Application for Payment,the Construction Manager shall submit payrolls,petty cash accounts,receipted invoices or invoices with check vouchers attached,and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager,plus payrolls for the period covered by the present Application for Payment,less that portion of the progress payments attributable to the Construction Manager's Fee. In addition to other required items,each Application for Poment shall be accompanied by the following all in form and substance satisfactory to the Owner and in compliance with applicable statutes of the State of Illinois: 1 A dui executed and acknowledged sworn statement showing all Subcontractors with whom the Construction Manager has entered into subcontracts the amount of each such subcontract,the amount requested for any Subcontractor in the Application for Payment and the amount to be paid to the Construction Manager from such progress payment together with similar sworn statements from all first tier Subcontractors and where appropriate,from lower tier subcontractors; 2 Duly executed waivers of mechanics'and material suppliers'lien from the Construction Manager and on a one month trailing basis all such Subcontractors establishing payment or satisfaction of the payment requested by the Construction Manager in the Application for Payment approval provided(so-called"trailing waivers");and 3 Such other information documentation and materials as the Owner or Architect may reasonably require with reasonable advance notice to Construction Manager. PAGE 17 Additions and Deletions Report for AIA Document A133—2019.Copyright @ 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 3 produced at 16:25:15 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 2003588461) 4 The Construction Manager's Fee and the Insurance Fee,computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. PAGE 18 11.1.8.1 For-eaeh progress payment made pfier-to Substaiifial Gempietion of the Wer-k,the Ovvner-may withhold the following amount,as r-etainage,4efn the payment otherwise due. y be lifnitea by g g le•- )Retainage absent an issues with the performance of the Work,shall be held against moneys due for Construction Manager's direct expenses and as to moneys due for third-party costs(such as moneys owed by Construction Manager to a Subcontractor) For the first fifty percent of the Protect,retention on Construction Manger's direct expenses shall be ten percent Upon completion of 50%of the Project,retention shall be reduced to five percent on Construction Manager's direct expenses Additionally,for moneys owed by Construction Manager to third-parties such as Subcontractors or Suppliers for the first 50%of the that third-party's work on the Project the retention shall be ten percent Upon completion of the first 50%of that third-paM's work, their retention shall be reduced to five percent Retention shall be calculated and held on trade by trade basis on the approved Schedule of Values not on an aggregate basis for the Project absent issues or problems with the Work. Upon Substantial Completion of the Work any retention shall be reduced to 150%of the value of amount of work outstanding Work listed on the unch list No retention shall be withheld on the following: (i)any fees to public agencies or utility companies if the Owner elects to have the Construction Manager pay such fees;(ii)Construction Manager's general conditions percentage,• (iii)the Insurance Fee;or iv any advance payments or other payments made with Owner's approval and which are necessary to obtain pricing advantages(for example:deposits required by foreign_suppliers). Subject to the Owner's prior approval which shall not be unreasonably withheld,all sums retained shall be paid in full without retention for each of the following portions of the Work on the first progress payment following thug(30)days after completion in accordance with the Contract Documents and acceptance of those portions of the Work by the Owner(which acceptance shall not be unreasonably withheld): A. Any excavation and Earth retention; B. Any demolition; C. Any caissons and foundational work; D. Any structural concrete work; E. Any underground utilities: F. Subcontractors with values of under$500 000 or such other Subcontractors that complete their work within the first 6 months of the commencement of the construction of the Work. R 11.1.8.2 D "7 t' or-hfait.,tion of.•etaina e if any,shall be as follows upon Substaatia4 Completion of the Wer4i the Genstmetion MaaageF may submit an Appliemien for-Pa5qnent that iaelu&s the r-otainage wid3held frem prior Appliea4ioas fe-r- Payment ptesuant to this Seration 11-1-9.The Appheation for-Pa5qneat submitted at Stibstmtia4 Gemplet4oa shall fiet Additions and Deletions Report for AIA Document At 33—2019.Copyright 01991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 4 produced at 16:25:15 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: PAGE 19 The prime rate as established by J P Morgan Chase Bank plus four percent% PAGE 20 X ] Litigation in a court of competent jurisdiction PAGE 23 14.3.1.7 Additional Insured Obligations.To the fullest extent permitted by law,the Construction Manager shall cause the primary and excess or umbrella pelieies- olpicesforCommercialGeneralLiabilityandAutomobileLiability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions.The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. 14.4 Notice in electronic format,pursuant to Article 1 of AIA Document A201-2017,may be given in accordance with a building infeffnation modeling exhi ,AIA Document E203T'2013 Building Information Modeling and Digital Data Exhibit,if completed,or as otherwise set forth below: If other than in accordance with AIA Document E203-2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission) Utilizing email addresses used by the Representative for business purposes 6—Other ems: i AIA Document E2341m 2019,Sustainable nr eets Exhibit C s,...eti Manager-as Supplementafy and other Conditions ef the Gefttfaet Document Title Bate Pages a--OdieT-documents,if any,listed below: Exhibit C—Fee Schedule PAGE 24 Colette Rozanski PresidentR.C.Wegman John Purcell,Mayor United City of Yorkville Construction Company Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," American Institute of Architects,""AIA,"the AIA logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 5 produced at 16:25:15 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com.2003588461) User Notes: EXHIBIT IIBtt DATE(MMIDD/YYYY) A`o o CERTIFICATE OF LIABILITY INSURANCE 11/7/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Cottingham&Butler PHONE 888-785-4677 FAX,No:563-583-7339 QO Main St. E-MAIL Dubuque IA 52001 ADDREss: certificates cottin hambutler.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Employers Mutual Companies 21415 INSURED RCWEGMA-01 INSURER B: RC Wegman Construction Company 750 Morton Ave INSURER C Aurora IL 60506 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:118412856 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY BBB9381 10/31/2024 10/31/2025 EACHOCCURRENCE 1,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $500,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PE LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 6E67921 10/31/2024 10/31/2025 COMBINED SINGLE LIMIT $1,000,000Eaaccident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PeOPP cRdTY DAMAGEAUTOSONLYAUTOSONLY A X UMBRELLA LIAB X OCCUR 6,167921 10/31/2024 10/31/2025 EACH OCCURRENCE 9,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 9,000,000 DED X I RETENTION$ A WORKERS COMPENSATION 6H67921 10/31/2024 10/31/2025 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project:New Public Works Facility United City of Yorkville is additional insured on the General Liability policy on a primary,non-contributory basis per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditions of the endorsement attached to the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. United City of Yorkville 651 Prairie Pointe Drive AUTHORIZED REPRESENTATIVE Yorkville IL 60560 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 750 Morton Avenue R . C . W E G M A N Aurora,Illinois 60506 Office:+1 630 844 3000 CONSTRUCTION COMPANY Mobile:+1630 336 3278 cr@rcwegman.com EXHIBIT C: Fee Schedule FORMAL FEE PROPOSAL FOR YORKVILLE PUBLIC WORKS FACILITY CONSTRUCTION MANAGEMENT as CONSTRUCTOR (CMc) R.C. Wegman Construction has prepared the following proposed fee breakdown. We want to make sure we provide the United City of Yorkville with the necessary construction management services for the best possible value. Fee Proposal: Preconstruction Services during the Design Phase $45,000 Services include: Construction Team attending all Design Phase Meetings, Developing Budgets at Design Development and Construction Drawings, Creation of Master Project Schedule, Value Engineering, Constructability Review, Creating Work Scopes and Front End Bid Documents, and facilitating multiple Bid Openings. Construction Manager Fee: 3.5% of Cost of the Work General Condition's Fee: 4.0% of Cost of the Work Insurance Fee: 1% of Cost of the Work Bond Fee: 1% of Cost of the Work The following items are INCLUDED in the General Conditions fee: Project Manager Shipping & Mailing Senior Estimator Telephone/Internet Project Engineer Safety Supplies Project Clerical First Aid Equipment Project Controller General Overhead Blueprinting/Reproductions Pollution and Professional Liability Insurance The following items are excluded from the General Conditions fee: (Items will be Billed as Allowance Reimbursables) Site Supervision Office Trailer Traffic Studies Builders Risk Insurance Permits & Fees Survey Utility Fees and Jobsite ComEd Material Testing Roadway & Sewer Fees Soil Borings/Soil Testing Dumpsters Winter Conditions Off-Site Work Temporary Sanitary Units Site Security and Temporary Fence 0 Time-Lapse Video/Drone Document A201 - 2017 General Conditions of the Contract for Construction for the following PROJECT: Name and location or address) United City of Yorkville—New Public Works Facility ADDITIONS AND DELETIONS: The author of this document has 610 Tower Lane added information needed for its Yorkville,Illinois 60560 completion.The author may also have revised the text of the original THE OWNER:AIA standard form.An Additions and Name, legal status and address) Deletions Report that notes added information as well as revisions to the United City of Yorkville standard form text is available from 651 Prairie Point Drive the author and should be reviewed.A Yorkville,Illinois 60560 vertical line in the left margin of this document indicates where the author has added necessary information THE ARCHITECT: and where the author has added to or Name, legal status and address) deleted from the original AIA text. This document has important legal Kluber,Inc. consequences.Consultation with an 41 W.Benton Street attorney is encouraged with respect Aurora,Illinois 60506 to its completion or modification. TABLE OF ARTICLES For guidance in modifying this document to include supplementary 1 GENERAL PROVISIONS conditions,see AIA Document A503Tm,Guide for Supplementary 2 OWNER Conditions. 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS Init. AIA Document A201-2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 2 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) INDEX Architect's Authority to Reject Work Topics and numbers in bold are Section headings.) 3.5,4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Acceptance of Nonconforming Work Architect's Decisions 9.6.6,9.9.3,12.3 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, Acceptance of Work 7.3.4,7.3.9,8.1.3,8.3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 13.4.2, 15.2 Access to Work Architect's Inspections 3.16,6.2.1, 12.1 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.4 Accident Prevention Architect's Instructions 10 3.2.4,3.3.1,4.2.6,4.2.7, 13.4.2 Acts and Omissions Architect's Interpretations 3.2,3.3.2,3.12.8,3.18,4.2.3,8.3.1,9.5.1, 10.2.5, 4.2.11,4.2.12 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Architect's Project Representative Addenda 4.2.10 1.1.1 Architect's Relationship with Contractor Additional Costs,Claims for 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, 3.7.4,3.7.5, 10.3.2, 15.1.5 3.5,3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12,3.16, Additional Inspections and Testing 3.18,4.1.2,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, 9.4.2,9.8.3, 12.2.1,13.4 9.7,9.8,9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Additional Time,Claims for Architect's Relationship with Subcontractors 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2,15.1.6 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.3 Administration of the Contract Architect's Representations 3.1.3,4.2,9.4,9.5 9.4.2,9.5.1,9.10.1 Advertisement or Invitation to Bid Architect's Site Visits 1.1.1 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Aesthetic Effect Asbestos 4.2.13 10.3.1 Allowances Attorneys'Fees 3"8 3.18.1,9.6.8,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.5.4,9.6.3,9.7,9.10 6.1.1,6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.3.1,2.5,3.1.3,3.10.2,3.12.8,3.12.9, Portions of the Work 3.12.10.1,4.2.7,9.3.2, 13.4.1 5.2 Arbitration Basic Definitions 8.3.1, 15.3.2,15.4 1.1 ARCHITECT Bidding Requirements 4 1.1.1 Architect,Definition of Binding Dispute Resolution 4.1.1 8.3.1,9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, Architect,Extent of Authority 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 2.5,3.12.7,4.1.2,4.2,5.2,6.3,7.1.2,7.3.4,7.4,9.2, Bonds,Lien 9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 7.3.4.4,9.6.8,9.10.2,9.10.3 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Bonds,Performance,and Payment Architect,Limitations of Authority and Responsibility 7.3.4.4,9.6.7,9.10.3, 11.1.2, 11.1.3,11.5 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2,4.2.3, Building Information Models Use and Reliance 4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7.4,9.4.2, 1.8 9.5.4,9.6.4, 15.1.4, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Capitalization Architect's Administration of the Contract 1.3 3.1.3,3.7.4, 15.2,9.4.1,9.5 Certificate of Substantial Completion Architect's Approvals 9.8.3,9.8.4,9.8.5 2.5,3.1.3,3.5,3.10.2,4.2.7 AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 3 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: Certificates for Payment Concealed or Unknown Conditions 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, 3.7.4,4.2.8,8.3.1, 10.3 9.10.1,9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Conditions of the Contract Certificates of Inspection,Testing or Approval 1.1.1,6.1.1,6.1.4 13.4.4 Consent,Written Certificates of Insurance 3.4.2,3.14.2,4.1.2,9.8.5,9.9.1,9.10.2,9.10.3, 13.2, 9.10.2 15.4.4.2 Change Orders Consolidation or Joinder 1.1.1,3.4.2,3.7.4,3.8.2.3,3.11,3.12.8,4.2.8,5.2.3, 15.4.4 7.1.2,7.1.3,7.2,7.3.2,7.3.7,7.3.9,7.3.10,8.3.1, CONSTRUCTION BY OWNER OR BY 9.3.1.1,9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 SEPARATE CONTRACTORS Change Orders,Definition of 1.1.4,6 7.2.1 Construction Change Directive,Definition of CHANGES IN THE WORK 7.3.1 2.2.2,3.11,4.2.8,7,7.2.1,7.3.1,7.4,8.3.1,9.3.1.1, Construction Change Directives 11.5 1.1.1,3.4.2,3.11,3.12.8,4.2.8,7.1.1,7.1.2,7.1.3,7.3, Claims,Definition of 9.3.1.1 15.1.1 Construction Schedules,Contractor's Claims,Notice of 3.10,3.11,3.12.1,3.12.2,6.1.3, 15.1.6.2 1.6.2, 15.1.3 Contingent Assignment of Subcontracts CLAIMS AND DISPUTES 5.4, 14.2.2.2 3.2.4,6.1.1,6.3,7.3.9,9.3.3,9.10.4, 10.3.3,15, 15.4 Continuing Contract Performance Claims and Timely Assertion of Claims 15.1.4 15.4.1 Contract,Definition of Claims for Additional Cost 1.1.2 3.2.4,3.3.1,3.7.4,7.3.9,9.5.2, 10.2.5, 10.3.2, 15.1.5 CONTRACT,TERMINATION OR Claims for Additional Time SUSPENSION OF THE 3.2.4,3.3.1,3.7.4,6.1.1,8.3.2,9.5.2, 10.3.2,15.1.6 5.4.1.1,5.4.2, 11.5, 14 Concealed or Unknown Conditions,Claims for Contract Administration 3.7.4 3.1.3,4,9.4,9.5 Claims for Damages Contract Award and Execution,Conditions Relating 3.2.4,3.18,8.3.3,9.5.1,9.6.7, 10.2.5, 10.3.3, 11.3, to 11.3.2, 14.2.4, 15.1.7 3.7.1,3.10,5.2,6.1 Claims Subject to Arbitration Contract Documents,Copies Furnished and Use of 15.4.1 1.5.2,2.3.6,5.3 Cleaning Up Contract Documents,Definition of 3.15,6.3 1.1.1 Commencement of the Work,Conditions Relating to Contract Sum 2.2.1,3.2.2,3.4.1,3.7.1,3.10.1,3.12.6,5.2.1,5.2.3, 2.2.2,2.2.4,3.7.4,3.7.5,3.8,3.10.2,5.2.3,7.3,7.4, 6.2.2,8.1.2,8.2.2,8.3.1, 11.1, 11.2, 15.1.5 9.1,9.2,9.4.2,9.5.1.4,9.6.7,9.7, 10.3.2, 11.5, 12.1.2, Commencement of the Work,Definition of 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5,15.2.5 8.1.2 Contract Sum,Definition of Communications 9.1 3.9.1,4.2.4 Contract Time Completion,Conditions Relating to 1.1.4,2.2.1,2.2.2,3.7.4,3.7.5,3.10.2,5.2.3,6.1.5, 3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 7.2.1.3,7.3.1,7.3.5,7.3.6,7,7,7.3.10,7.4,8.1.1, 9.10, 12.2, 14.1.2, 15.1.2 8.2.1,8.2.3, 8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 12.1.2, COMPLETION,PAYMENTS AND 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 9 Contract Time,Definition of Completion,Substantial 8.1.1 3.10.1,4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1, CONTRACTOR 9.10.3, 12.2, 15.1.2 3 Compliance with Laws Contractor,Definition of 2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4, 10.2.2, 13.1, 3.1,6.1.2 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, Contractor's Construction and Submittal 15.4.2, 15.4.3 Schedules 3.10,3.12.1,3.12.2,4.2.3,6.1.3, 15.1.6.2 Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 4 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) Contractor's Employees Damage to Construction of Owner or Separate 2.2.4,3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, Contractors 10.3, 11.3, 14.1, 14.2.1.1 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Liability Insurance Damage to the Work 11.1 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Relationship with Separate Contractors Damages,Claims for and Owner's Forces 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.3.2, 3.12.5,3.14.2,4.2.4,6, 11.3, 12.2.4 11.3, 14.2.4, 15.1.7 Contractor's Relationship with Subcontractors Damages for Delay 1.2.2,2.2.4,3.3.2,3.18.1,3.18.2,4.2.4,5,9.6.2,9.6.7, 6.2.3,8.3.3,9.5.1.6,9.7, 10.3.2, 14.3.2 9.10.2, 11.2, 11.3, 11.4 Date of Commencement of the Work,Definition of Contractor's Relationship with the Architect 8.1.2 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, Date of Substantial Completion,Definition of 3.5.1,3.7.4,3.10,3.11,3.12,3.16,3.18,4.2,5.2,6.2.2, 8.1.3 7,8.3.1,9.2,9.3,9.4,9.5,9.7,9.8,9.9, 10.2.6, 10.3, Day,Definition of 11.3, 12, 13.4, 15.1.3, 15.2.1 8.1.4 Contractor's Representations Decisions of the Architect 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,6.3,7.3.4, Contractor's Responsibility for Those Performing the 7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 13.4.2, Work 14.2.2, 14.2.4, 15.1, 15.2 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1, 10.2.8 Decisions to Withhold Certification Contractor's Review of Contract Documents 9.4.1,9.5,9.7, 14.1.1.3 3.2 Defective or Nonconforming Work,Acceptance, Contractor's Right to Stop the Work Rejection and Correction of 2.2.2,9.7 2.5,3.5,4.2.6,6.2.3,9.5.1,9.5.3,9.6.6,9.8.2,9.9.3, Contractor's Right to Terminate the Contract 9.10.4, 12.2.1 14.1 Definitions Contractor's Submittals 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1, 15.1.1 9.8.3,9.9.1,9.10.2,9.10.3 Delays and Extensions of Time Contractor's Superintendent 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 3.9, 10.2.6 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Contractor's Supervision and Construction Digital Data Use and Transmission Procedures 1.7 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, Disputes 7.3.4,7.3.6,8.2, 10, 12, 14, 15.1.4 6.3,7.3.9, 15.1, 15.2 Coordination and Correlation Documents and Samples at the Site 1.2,3.2.1,3.3.1,3.10,3.12.6,6.1.3,6.2.1 3.11 Copies Furnished of Drawings and Specifications Drawings,Definition of 1.5,2.3.6,3.11 1.1.5 Copyrights Drawings and Specifications,Use and Ownership of 1.5,3.17 3.11 Correction of Work Effective Date of Insurance 2.5,3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2,12.2, 12.3, 8.2.2 15.1.3.1, 15.1.3.2, 15.2.1 Emergencies Correlation and Intent of the Contract Documents 10.4, 14.1.1.2,15.1.5 1"2 Employees,Contractor's Cost,Definition of 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 7.3.4 10.3.3, 11.3, 14.1, 14.2.1.1 Costs Equipment,Labor,or Materials 2.5,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3,1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 7.3.3.3,7.3.4,7.3.8,7.3.9,9.10.2, 10.3.2, 10.3.6, 11.2, 4.2.6,4.2.7,5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Cutting and Patching Execution and Progress of the Work 3.14,6.2.5 1.1.3, 1.2.1, 1.2.2,2.3.4,2.3.6,3.1,3.3.1,3.4.1,3.7.1, 3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.6,8.2,9.5.1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 5 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) Extensions of Time Insurance,Stored Materials 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 9.3.2 10.4, 14.3, 15.1.6, 15.2.5 INSURANCE AND BONDS Failure of Payment 11 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Insurance Companies,Consent to Partial Occupancy Faulty Work 9.9.1 See Defective or Nonconforming Work) Insured loss,Adjustment and Settlement of Final Completion and Final Payment 11.5 4.2.1,4.2.9,9.8.2,9.10, 12.3, 14.2.4, 14.4.3 Intent of the Contract Documents Financial Arrangements,Owner's 1.2.1,4.2.7,4.2.12,4.2.13 2.2.1, 13.2.2, 14.1.1.4 Interest GENERAL PROVISIONS 13.5 1 Interpretation Governing Law 1.1.8, 1.2.3, 1.4,4.1.1,5.1,6.1.2, 15.1.1 13.1 Interpretations,Written Guarantees(See Warranty) 4.2.11,4.2.12 Hazardous Materials and Substances Judgment on Final Award 10.2.4,10.3 15.4.2 Identification of Subcontractors and Suppliers Labor and Materials,Equipment 5.2.1 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Indemnification 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 10.2.1, 3.17,3.18,9.6.8,9.10.2, 10.3.3, 11.3 10.2.4, 14.2.1.1, 14.2.1.2 Information and Services Required of the Owner Labor Disputes 2.1.2,2.2,2.3,3.2.2,3.12.10.1,6.1.3,6.1.4,6.2.5, 8.3.1 9.6.1,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, Laws and Regulations 14.1.1.4, 14.1.4, 15.1.4 1.5,2.3.2,3.2.3,3.2.4,3.6,3.7,3.12.10,3.13,9.6.4, Initial Decision 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.2 15.4 Initial Decision Maker,Definition of Liens 1.1.8 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 Initial Decision Maker,Decisions Limitations,Statutes of 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 12.2.5, 15.1.2, 15.4.1.1 Initial Decision Maker,Extent of Authority Limitations of Liability 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 3.2.2,3.5,3.12.10,3.12.10.1,3.17,3.18.1,4.2.6, Injury or Damage to Person or Property 4.2.7,6.2.2,9.4.2,9.6.4,9.6.7,9.6.8, 10.2.5, 10.3.3, 10.2.8, 10.4 11.3, 12.2.5, 13.3.1 Inspections Limitations of Time 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, 9.9.2,9.10.1, 12.2.1, 13.4 5.2,5.3,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, Instructions to Bidders 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15, 1.1.1 15.1.2, 15.1.3, 15.1.5 Instructions to the Contractor Materials,Hazardous 3.2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.4.2 10.2.4, 10.3 Instruments of Service,Definition of Materials,Labor,Equipment and 1.1.7 1.1.3, 1.1.6,3.4.1,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Insurance 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 6.1.1,7.3.4,8.2.2,9.3.2,9.8.4,9.9.1,9.10.2, 10.2.5,11 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Insurance,Notice of Cancellation or Expiration Means,Methods,Techniques,Sequences and 11.1.4, 11.2.3 Procedures of Construction Insurance,Contractor's Liability 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 11.1 Mechanic's Lien Insurance,Effective Date of 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 8.2.2, 14.4.2 Mediation Insurance,Owner's Liability 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 11.2 15.4.1.1 Insurance,Property Minor Changes in the Work 10.2.5, 11.2, 11.4, 11.5 1.1.1,3.4.2,3.12.8,4.2.8,7.1,7.4 Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 6 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12108/2024,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. 1886990451) User Notes: MISCELLANEOUS PROVISIONS Owner's Right to Clean Up 13 6.3 Modifications,Definition of Owner's Right to Perform Construction and to 1.1.1 Award Separate Contracts Modifications to the Contract 6.1 1.1.1, 1.1.2,2.5,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, Owner's Right to Stop the Work 10.3.2 2.4 Mutual Responsibility Owner's Right to Suspend the Work 6.2 14.3 Nonconforming Work,Acceptance of Owner's Right to Terminate the Contract 9.6.6,9.9.3,12.3 14.2, 14.4 Nonconforming Work,Rejection and Correction of Ownership and Use of Drawings,Specifications 2.4,2.5,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, and Other Instruments of Service 12.2 1.1.1, 1.1.6, 1.1.7, 1.5,2.3.6,3.2.2,3.11,3.17,4.2.12, Notice 5.3 1.6, 1.6.1, 1.6.2,2.1.2,2.2.2.,2.2.3,2.2.4,2.5,3.2.4, Partial Occupancy or Use 3.3.1,3.7.4,3.7.5,3.9.2,3.12.9,3.12.10,5.2.1,7.4, 9.6.6,9.9 8.2.2 9.6.8,9.7,9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, Patching,Cutting and 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 3.14,6.2.5 15.1.6, 15.4.1 Patents Notice of Cancellation or Expiration of Insurance 3.17 11.1.4, 11.2.3 Payment,Applications for Notice of Claims 4.2.5,7.3.9,9.2,9.3,9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, 1.6.2,2.1.2,3.7.4,9.6.8, 10.2.8,15.1.3, 15.1.5, 15.1.6, 14.2.3, 14.2.4, 14.4.3 15.2.8, 15.3.2, 15.4.1 Payment,Certificates for Notice of Testing and Inspections 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 13.4.1, 13.4.2 9.10.3, 14.1.1.3, 14.2.4 Observations,Contractor's Payment,Failure of 3.2,3.7.4 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Occupancy Payment,Final 2.3.1,9.6.6,9.8 4.2.1,4.2.9,9.10, 12.3, 14.2.4, 14.4.3 Orders,Written Payment Bond,Performance Bond and 1.1.1,2.4,3.9.2,7,8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 7.3.4.4,9.6.7,9.10.3, 11.1.2 14.3.1 Payments,Progress OWNER 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 2 PAYMENTS AND COMPLETION Owner,Definition of 9 2.1.1 Payments to Subcontractors Owner,Evidence of Financial Arrangements 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 14.2.1.2 2.2, 13.2.2, 14.1.1.4 PCB Owner,Information and Services Required of the 10.3.1 2.1.2,2.2,2.3,3.2.2,3.12.10,6.1.3,6.1.4,6.2.5,9.3.2, Performance Bond and Payment Bond 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 7.3.4.4,9.6.7,9.10.3, 11.1.2 14.1.1.4, 14.1.4, 15.1.4 Permits,Fees,Notices and Compliance with Laws Owner's Authority 2.3.1,3.7,3.13,7.3.4.4, 10.2.2 1.5,2.1.1,2.3.32.4,2.5,3.4.2,3.8.1,3.12.10,3.14.2, PERSONS AND PROPERTY,PROTECTION OF 4.1.2,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,6.3,7.2.1, 10 7.3.1,8.2.2,8.3.1,9.3.2,9.5.1,9.6.4,9.9.1,9.10.2, Polychlorinated Biphenyl 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 10.3.1 15.2.7 Product Data,Definition of Owner's Insurance 3.12.2 11.2 Product Data and Samples,Shop Drawings Owner's Relationship with Subcontractors 3.11,3.12,4.2.7 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 Progress and Completion Owner's Right to Carry Out the Work 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15.1.4 2.5, 14.2.2 Progress Payments 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 7 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12108/2024,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documentss Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: Project,Definition of Separate Contracts and Contractors 1.1.4 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6,8.3.1, 12.1.2 Project Representatives Separate Contractors,Definition of 4.2.10 6.1.1 Property Insurance Shop Drawings,Definition of 10.2.5,11.2 3.12.1 Proposal Requirements Shop Drawings,Product Data and Samples 1.1.1 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1.5,2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4,9.9.1, 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.9.2,9.4.2,9.10.1, 13.4 10.2.2,13.1,13.3, 13.4.1,13.4.2, 13.5, 14, 15.2.8,15.4 Site Visits,Architect's Rejection of Work 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 4.2.6, 12.2.1 Special Inspections and Testing Releases and Waivers of Liens 4.2.6, 12.2.1, 13.4 9.3.1,9.10.2 Specifications,Definition of Representations 1.1.6 3.2.1,3.5,3.12.6,8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 Specifications Representatives 1.1.1, 1.1.6, 1.2.2, 1.5,3.12.10,3.17,4.2.14 2.1.1,3.1.1,3.9,4.1.1,4.2.10, 13.2.1 Statute of Limitations Responsibility for Those Performing the Work 15.1.2, 15.4.1.1 3.3.2,3.18,4.2.2,4.2.3,5.3,6.1.3,6.2,6.3,9.5.1, 10 Stopping the Work Retainage 2.2.2,2.4,9.7, 10.3, 14.1 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Stored Materials Review of Contract Documents and Field 6.2.1,9.3.2, 10.2.1.2, 10.2.4 Conditions by Contractor Subcontractor,Definition of 3.2,3.12.7,6.1.3 5.1.1 Review of Contractor's Submittals by Owner and SUBCONTRACTORS Architect 5 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Subcontractors,Work by Review of Shop Drawings,Product Data and Samples 1.2.2,3.3.2,3.12.1,3.18,4.2.3,5.2.3,5.3,5.4,9.3.1.2, by Contractor 9.6.7 3.12 Subcontractual Relations Rights and Remedies 5.3,5.4,9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, Submittals 6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.4,9.2,9.3,9.8, 12.2.4,13.3, 14, 15.4 9.9.1,9.10.2,9,10.3 Royalties,Patents and Copyrights Submittal Schedule 3.17 3.10.2,3.12.5,4.2.7 Rules and Notices for Arbitration Subrogation,Waivers of 15.4.1 6.1.1, 11.3 Safety of Persons and Property Substances,Hazardous 10.2, 10.4 10.3 Safety Precautions and Programs Substantial Completion 3.3.1,4.2.2,4.2.7,5.3,10.1, 10.2, 10.4 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, Samples,Definition of 15.1.2 3.12.3 Substantial Completion,Definition of Samples,Shop Drawings,Product Data and 9.8.1 3.11,3.12,4.2.7 Substitution of Subcontractors Samples at the Site,Documents and 5.2.3,5.2.4 3.11 Substitution of Architect Schedule of Values 2.3.3 9.2,9.3.1 Substitutions of Materials Schedules,Construction 3.4.2,3.5,7.3.8 3.10,3.12.1,3.12.2,6.1.3, 15.1.6.2 Sub-subcontractor,Definition of 5.1.2 Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 8 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: Subsurface Conditions Time Limits 3.7.4 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2, Successors and Assigns 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3,9.4.1, 13.2 9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15.1.2, Superintendent 15.1.3, 15.4 3.9, 10.2.6 Time Limits on Claims Supervision and Construction Procedures 3.7.4, 10.2.8, 15.1.2, 15.1.3 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, Title to Work 7.3.4,8.2,8.3.1,9.4.2, 10, 12, 14, 15.1.4 9.3.2,9.3.3 Suppliers UNCOVERING AND CORRECTION OF WORK 1.5,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.5.4,9.6, 12 9.10.5, 14.2.1 Uncovering of Work Surety 12.1 5.4.1.2,9.6.8,9.8.5,9.10.2,9.10.3, 11.1.2, 14.2.2, Unforeseen Conditions,Concealed or Unknown 15.2.7 3.7.4,8.3.1, 10.3 Surety,Consent of Unit Prices 9.8.5,9.10.2,9.10.3 7.3.3.2,9.1.2 Surveys Use of Documents 1.1.7,2.3.4 1.1.1, 1.5,2.3.6,3.12.6,5.3 Suspension by the Owner for Convenience Use of Site 14.3 3.13,6.1.1,6.2.1 Suspension of the Work Values,Schedule of 3.7.5,5.4.2, 14.3 9.2,9.3.1 Suspension or Termination of the Contract Waiver of Claims by the Architect 5.4.1.1, 14 13.3.2 Taxes Waiver of Claims by the Contractor 3.6,3.8.2.1,7.3.4.4 9.10.5, 13.3.2, 15.1.7 Termination by the Contractor Waiver of Claims by the Owner 14.1, 15.1.7 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.3.2, 14.2.4,15.1.7 Termination by the Owner for Cause Waiver of Consequential Damages 5.4.1.1, 14.2, 15.1.7 14.2.4, 15.1.7 Termination by the Owner for Convenience Waiver of Liens 14.4 9.3,9.10.2,9.10.4 Termination of the Architect Waivers of Subrogation 2.3.3 6.1.1, 11.3 Termination of the Contractor Employment Warranty 14.2.2 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9.10.2,9.10.4, 12.2.2, 15.1.2 TERMINATION OR SUSPENSION OF THE Weather Delays CONTRACT 8.3, 15.1.6.2 14 Work,Definition of Tests and Inspections 1.1.3 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, Written Consent 9.9.2,9.10.1, 10.3.2, 12.2.1, 13.4 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.10.3, TIME 13.2, 13.3.2, 15.4.4.2 8 Written Interpretations Time,Delays and Extensions of 4.2.11,4.2.12 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Written Orders 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 1.1.1,2.4,3.9,7,8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 9 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.Com. User Notes:1886990451) ARTICLE 1 GENERAL PROVISIONS 1.1 Basic Definitions 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions), Drawings,Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement, Advertisement for Bids,Instructions to Bidders, the Contractor's Bid, including all supplementary forms and certifications included with the Contractor's Bid, and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive,or(4)a written order for a minor change in the Work issued by the Architect. 1.1.2 The Contract The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4)between any persons or entities other than the Owner and the Contractor.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 The Work The term"Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment,and services provided or to be provided by the Contractor to fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations,sections,details,schedules,and diagrams. 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,systems,standards and workmanship for the Work,and performance of related services. 1.1.7 Instruments of Service Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements.Instruments of Service may include,without limitation,studies,surveys,models, sketches,drawings,specifications,and other similar materials. 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2.The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. 1.2 Correlation and Intent of the Contract Documents 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results.In the event the Contract Documents conflict, the Contractor shall comply with the more stringent of the requirements. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The (1 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 1 2/0 812 024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions.If it is determined that any provision of the Contract Documents violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Contract Documents shall be construed,to the fullest extent permitted by law,to give effect to the parties' intentions and purposes in executing the Contract. 1.2.2 Organization of the Specifications into divisions,sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. LZ2.1 Sections of Division I-General Requirements govern the execution of the Work of all Sections of the specifications. 1.2.3 Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.3 Capitalization Terms capitalized in these General Conditions 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. 1.4 Interpretation In the interest of brevity,the Contract 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. 1.5 Ownership and Use of Drawings,Specifications,and Other Instruments of Service 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and retain all common law,statutory,and other reserved rights in their Instruments of Service,including copyrights. These Instruments of Service are the tangible rendering ofprofessional opinions and service for the Owner and are not, therefore, a commodity,product or good. No warranties, express or implied, are made by the Architect to the Contractor concerning those Instruments of Service. The Contractor,Subcontractors,Sub-subcontractors,and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. 1.5.2 The Contractor, Subcontractors,Sub-subcontractors,and suppliers are authorized to use and reproduce the Instruments of Service provided to them,subject to any protocols established pursuant to Sections 1.7 and 1.8,solely and exclusively for execution of the Work.All copies made under this authorization shall bear the copyright notice,if any,shown on the Instruments of Service.The Contractor,Subcontractors,Sub-subcontractors,and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner,Architect,and the Architect's consultants. 1.6 Notice 1.6.1 Except as otherwise provided in Section 1.6.2,where the Contract Documents require one party to notify or give notice to the other party,such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail,or by courier providing proof of delivery. 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form.The parties will use AIA Document E203Tm-2013,Building Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 11 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) Information Modeling and Digital Data Exhibit,to establish the protocols for the development,use,transmission,and exchange of digital data. 1.8 Building Information Models Use and Reliance Any use of,or reliance on,all or a portion of a building information model without agreement to protocols governing the use of,and reliance on,the information contained in the model shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants,the authors of,or contributors to,the building information model,and each of their agents and employees. ARTICLE 2 OWNER 2.1 General 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization.Except as otherwise provided in Section 4.2.1,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. 2.1.2 The Owner shall furnish to the Contractor,within fifteen days after receipt of a written request,information necessary and relevant for the Contractor to evaluate,give notice of,or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site,and the Owner's interest therein. 2"1.3 The Owner's rights under this Article 2 for Contractor's deficiencies in the Work are not the Owner's sole remedies, but are cumulative and may be exercised along with any other rights of the Owner as permitted by law. 2.2 Information and Services Required of the Owner 2.2.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1,the Owner shall secure and pay for necessary approvals,easements, assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing facilities. 2.2.2 The Owner shall retain an architect lawfully licensed to practice architecture,or an entity lawfully practicing architecture,in the jurisdiction where the Project is located.That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. 2.2.3 If the employment of the Architect terminates,the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. 2.2.4 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site.The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. Paragraphs deleted) 2.2.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. 2.2.6 The Owner shall furnish to the Contractor one(1)PDF copy of the Contract Documents for the purposes of making reproductions pursuant to Section 1.5.2. 2"2"7 Any information furnished by the Owner shall not constitute a representation by the Owner or Architect concerning site conditions. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects;"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 12 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) 2.4 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents,the Owner may issue a written order to the Contractor 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 Contractor or any other person or entity,except to the extent required by Section 6.1.3. 2.5 Owner's Right to Carry Out the Work Ifthe Contractor defaults or neglects to carry out or is otherwise deficient in carrying out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and/or continue correction of such default, neglect or other deficiency with diligence andpromptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or other failure,are subject to prior evaluation by the Architect,and the Architect may,pursuant to Section 9.5.1, withhold or nulls a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the actual cost of correcting such deficiencies.If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.If the Contractor disagrees with the actions of the Owner or the Architect, the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR 3.1 General 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Contractor shall be lawfully licensed,if required in the jurisdiction where the Project is located.The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract.The term"Contractor"means the Contractor or the Contractor's authorized representative. 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. 3.2 Review of Contract Documents and Field Conditions by Contractor 3.2.1 Execution of the Contract by the Contractor is a representation by the Contractor that,prior to the submission of its bid, the Contractor has(1)thoroughly examined the Contract Documents and determined them to be full, complete and sufficient to enable the Contractor to construct the Work outlined therein,,for an amount not in excess of the Contract Sum on or before the date(s)of Substantial Completion established in the Agreement; (2)visited and examined the Project site and is familiar with all of the conditions thereon;(3)examined the nature, location and character of the general area in which the Project is located, including, without limitation, its climactic conditions, available labor supply, labor costs and available equipment supply and costs;and(4)examined the quality and quantity of materials,supplies, tools, equipment, labor and professional services necessary to complete the Work in the manner and within the cost and time frame required by the Contract Documents. 3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.3.4,shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any conditions at the site affecting it.These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect any errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 13 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information("RFI")in such form as the Architect,Owner and Contractor may require. 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7,as would have been avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconformities of the Contract Documents to applicable laws,statutes, ordinances,codes,rules and regulations,and lawful orders of public authorities. 3.Z5 Prior to any excavation, to the best of the Contractors ability using industry standard methods of calling in a JULIE before dig, the Contractor shall determine the locations of all existing water,gas,sewer, electric, telephone, telegraph, television, irrigation,petroleum pipelines, and other underground utilities and structures. Where the locations of existing underground and surface utilities and structures are indicated, these locations are generally approximate, and all items that may be encountered during the work are not necessarily indicated. The Contractor shall determine the exact locations of all items indicated, and the existence and locations of all items not indicated. 3.3 Supervision and Construction Procedures 3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor 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.If the Contract Documents give specific instructions concerting construction means,methods,techniques,sequences,or procedures,the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means,methods, techniques,sequences,or procedures.If the Contractor determines that such means,methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely notice to the Owner and Architect,and shall propose alternative means,methods,techniques,sequences,or procedures.The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction.Unless the Architect objects to the Contractor's proposed alternative,the Contractor shall perform the Work using its alternative means,methods, techniques,sequences,or procedures. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.3.4 The Contractor has the responsibility to ensure that all material suppliers and Subcontractors, their agents, and employees adhere to the Contract Documents,and that they order materials on time, taking into account the current market and delivery conditions and that they provide materials on time. The Contractor shall coordinate its Work, including without limitation, deliveries,storage, installations, and construction utilities with that of all others on the Project. The Contractor shall be responsible for the space requirements, locations, and routing of its equipment.In areas and locations where the proper and most effective space requirements, locations and routing cannot be made as indicated, the Contractor shall meet with all others involved, before installation, to plan the most effective method of overall installation. 3.3.5 All manufactured articles, material and equipment shall be applied, installed, connected, erected, used, cleaned,and conditioned as directed by the manufacturer, unless herein specified to the contrary. 3.3.6 After commencing the work, the Contractor shall use every precaution to avoid interferences with existing underground and surface utilities and structures, and protect them from damage. The Contractor shall repair or pay for all damage caused by his operations to all existing utility lines,public property,and private property,whether it is below ground or above ground, and he shall settle in total cost of all damage suits which may arise as a result of his Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 14 American Institute of Architects.This document was produced at 16:28:05 ET on 1 1/0 812 024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) operations at no additional costs to the Owner. To avoid unnecessary interferences or delays, the Contractor shall coordinate all utility removals, replacements and construction with the appropriate utility company. The cost of temporarily relocating utilities for convenience of the Contractor,shall be paid by Contractor. 3.3.7 The Contractor shall establish and maintain benchmarks and all other grades, lines, and levels necessary for the Work, report errors or inconsistencies to the Owner and Architect before commencing Work, and review the placement of the building and permanent facilities on the site with the Owner and Architect after all lines are staked out and before foundation Work is started. 3.4 Labor and Materials 3.4.1 Unless otherwise provided in the Contract Documents,the Contractor 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. 3.4.2 After the Contract has been executed, the Owner and the Architect will consider a formal request for the substitution ofproducts in place of those specified only under the conditions set forth in Section 0160 00—Product Requirements. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work.The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. 3.4.4 The Contractor shall maintain harmonious labor relations on the job site.If a labor problem arises or any person(s)employed by the Contractor on the Work appear to the Owner to be Incompetent or conduct himself in a disorderly or improper manner,such person(s)shall be removed from the Work immediately on the request of the Owner.Said removal shall not create any additional cost to Owner and shall not extend the time for completion of the Work. 3.4.5 To the extent that the Prevailing Wage Act applies,the Contractor shall comply therewith and pay,and require every Subcontractor to pay, the prevailing rates of wages as established by the Illinois Department of Labor for each craft or type of work needed to execute the contract in accordance with 820 ILCS 1301.01 et seq. The Contractor shall prominently post the current schedule ofprevailing wages at the Contract site and shall notify immediately in writing all of its Subcontractors, of all changes in the schedule ofprevailing wages.Any increases in costs to Contractor due to changes in the prevailing rate of wage during the terms of any contract shall be at the expense of Contractor and not at the expense of the Owner. Change orders shall, however, be computed using the prevailing wage rates applicable at the time the change order work is scheduled to be performed. The Contractor shall be solely responsible to maintain accurate records as required by the prevailing wage statute and to obtain and furnish all such certified records to Owner as required by Statute including certified payroll or, in lieu thereof,a certified letter stating that the Contractor is exempt from the application of the Act. Contractor shall be solely liable forpaying the difference between prevailing wages and any wages actually received by laborers, workmen and/or mechanics engaged in the Work and in every way defend and indemnify Owner against any claims arising under or related to the payment of wages in accordance with the Prevailing Wage Act. The Owner agrees to notify the Contractor or Subcontractor of the pendency of any such claim, demand, lien or suit. 3.4.6 In the event of a labor dispute resulting in a slow-down or in the cessation or suspension of work, the Contractor shall not be relieved of its obligations to provide labor or for timely progress and completion of the work unless such an event is area wide and not the result of the action taken by Contractor or its Subcontractors.In such event, the notice provisions contained in Section 2.4 shall not apply.Instead, the Contractor shall be automatically deemed to be in default and to have committed a breach of contract unless said work stoppage or slow-down is remedied to the Owner's satisfaction in accordance with this Section. 3.5 Warranty 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit.Work,materials,or Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 15 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) equipment not conforming to these requirements may be considered defective.The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor,improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage.If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.5.2 All material,equipment,or other special warranties required by the Contract Documents shall be issued in the name of the Owner,or shall be transferable to the Owner,and shall commence in accordance with Section 9.8.4. 3.6 Taxes The Owner is exempt from the Illinois Use Tax Act and the Retailer's Occupation Tax.Any taxes for which the Owner is not exempt shall be paid by the Contractor.Notwithstanding the foregoing,in the event a law of any kind is interpreted in a manner different than it had historically been interpreted,such a change in interpretation shall be deemed a change in the law and Contractor shall not be responsible for such a change,including without limitation changes in how the Federal government interprets and applies certain tariff related laws. 3.7 Permits,Fees,Notices and Compliance with Laws 3.7.1 Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. 3.7.2 The Contractor 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. 3.7.3 If the Contractor performs Work contrary to applicable laws,statutes, ordinances, codes, rules and regulations, or lawful orders ofpublic authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract 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 Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than -cla t.,after first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for, performance of any part of the Work,will recommend that an equitable adjustment be made in the Contract Sum or Contract Time,or both.If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified,the Architect shall promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. 3.7.5 If,in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect.Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. 3.8 Allowances 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents.Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. 3.8.2 Unless otherwise provided in the Contract Documents, Init. AIA Document A201—2017.Copyright©1911,1915,1918.1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 16 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 1210812024,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: 1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,less applicable trade discounts; 2 Contractor's costs for unloading and handling at the site,labor,installation costs,overhead,profit,and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;and 3 whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. 3.9 Superintendent 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. The Superintendent shall have knowledge of, and control over, the entirety of the Work, and upon request of the Owner or Architect, the Superintendent shall communicate directly to the Owner. 3.9.2 The Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the name and qualifications of a proposed superintendent.Within 14 days of receipt of the information,the Architect may notify the Contractor,stating whether the Owner or the Architect(1)has reasonable objection to the proposed superintendent or(2)requires additional time for review.Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. 3.10 Contractor's Construction and Submittal Schedules 3.10.1 The Contractor,promptly after being awarded the Contract,shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall contain detail appropriate for the Project,including(1)the date of commencement of the Work,interim schedule milestone dates,and the date of Substantial Completion;(2)an apportionment of the Work by construction activity;and(3)the time required for completion of each portion of the Work.The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents.The schedule shall be revised as required with notice and explanation made to the owner. 3.10.2 The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,shall submit a submittal schedule for the Architect's approval.The Architect's approval shall not be unreasonably delayed or withheld.The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals.If the Contractor fails to submit a submittal schedule,or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals.Contractor shall work with its subcontractors to provide submittals in a timely manner and in a manner that aligns with the sequence of construction. Architect will alert Contractor if its anticipated submittal review time will be delayed by more than 14 days to determine impact on overall Project and discuss options to resolve. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. 3.11 Documents and Samples at the Site The Contractor shall make available,at the Project site,the Contract Documents,including Change Orders, Construction Change Directives,and other Modifications,in good order and marked currently to indicate field changes and selections made during construction,and the approved Shop Drawings,Product Data,Samples,and similar required submittals.These shall be in electronic form or paper copy,available to the Architect and Owner,and Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects;"AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 17 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. 3.12 Shop Drawings,Product Data and Samples 3.12.1 Shop Drawings are drawings,diagrams,schedules,and other data specially prepared for the Work by the Contractor or a Subcontractor,Sub-subcontractor,manufacturer,supplier,or distributor to illustrate some portion of the Work. 3.12.2 Product Data are illustrations,standard schedules,performance charts,instructions,brochures,diagrams,and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples that illustrate materials,equipment,or workmanship,and establish standards by which the Work will be judged. 3.12.4 Shop Drawings,Product Data,Samples,and similar submittals are not Contract Documents.Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review by the Architect is subject to the limitations of Section 4.2.7.Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents.Submittals that are not required by the Contract Documents may be returned by the Architect without action. 3.12.5 The Contractor shall review for compliance with the Contract Documents,approve,and submit to the Architect,Shop Drawings,Product Data,Samples,and similar submittals required by the Contract Documents,in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. 3.12.6 By submitting Shop Drawings,Product Data,Samples,and similar submittals,the Contractor represents to the Owner and Architect that the Contractor 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 Contract Documents. 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,Product Data,Samples,or similar submittals,until the respective submittal has been approved by the Architect. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings,Product Data, Samples,or similar submittals,unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a minor change in the Work,or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data, Samples,or similar submittals,by the Architect's approval thereof. 3.12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples,or similar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such notice,the Architect's approval of a resubmission shall not apply to such revisions. 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences,and procedures.The Contractor shall not be required to provide professional services in violation of applicable law. 3.12.10.1 If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of the Contractor by the Contract Documents,the Owner and the Architect will Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 18 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 1 210 8/2 0 2 4,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) specify all performance and design criteria that such services must satisfy.The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents.The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings,calculations,specifications,certifications,Shop Drawings,and other submittals prepared by such professional.Shop Drawings,and other submittals related to the Work,designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect.The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications,and approvals performed or provided by such design professionals,provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10,the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria,the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. 3.13 Use of Site The Contractor 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 Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.14 Cutting and Patching 3.14.1 The Contractor shall be responsible for cutting,fitting,or patching required to complete the Work or to make its parts fit together properly.All areas requiring cutting,fitting,or patching shall be restored to the condition existing prior to the cutting,fitting,or patching,unless otherwise required by the Contract Documents. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold from the Owner or a Separate Contractor,its consent to cutting or otherwise altering the Work. 3.15 Cleaning Up 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery,and surplus materials from and about the Project. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so,and the Owner shall be entitled to reimbursement from the Contractor. 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for defense or loss when a particular design,process,or product of a particular manufacturer or manufacturers is required by the Contract Documents,or where the copyright violations are contained in Drawings, Specifications,or other documents prepared by the Owner or Architect.However,if an infringement of a copyright or patent is discovered by,or made known to,the Contractor,the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 19 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 1 210 8/2 0 24,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) 3.18Indemnification 3.18.1 To the fullest extentpermitted by law, the Contractor shall waive any right of contribution against the Owner and shall indemnify and hold harmless the Owner and the Architect and their officers,officials,employees,volunteers and agents from and against all claims, damages losses and expenses, including, but not limited to, legal fees attorney's andparalegal's fees, expert fees and court costs), arising out of or resulting from the performance of the Contractor's work provided that any such claim, damage, loss or expense is attributable to bodily injury,sickness, disease or death, or injury to or destruction of property, other than the work itself, including the loss of use resulting therefrom to the extent it is caused in whole or in part by any wrongful or negligent act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right to indemnity which the Owner would otherwise have. The Contractor shall similarly,protect, indemnify and hold and save harmless, the Owner, its officers, officials, employee, volunteers and agents against and from any and all claims, costs, causes,actions and expenses, including, but not limited to, legal fees, incurred by reason of Contractor's breach of any of its obligations under, or Contractor's default of any provisions of the Contract. The indemnification obligations under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any subcontractor under Workers'Compensation or Disability Benefit Acts or Employee Benefit Act. 3.18.1.1 The words "claim'; "damage", "loss"and"expense"as used in this Contract shall be construed to include, but be not limited to(1)injury or damage consequent upon the failure of or use or misuse by Contractor, its Subcontractors,agents,servants or employees, of any hoist,rigging, blocking,scaffolding, or any and all other kinds of items of equipment, including those covered in the Illinois Structural Work Act whether or not the same be owned, furnished or loaned by Owner; The Contractor and every subcontractor expressly waive all so-called Kotecki rights under the Illinois workers'compensation statutes even though the Owner has retained all such rights. 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable,the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation,or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts,or other employee benefit acts. ARTICLE 4 ARCHITECT 4.1 General 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. 4.1.2 Duties,responsibilities,and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified,or extended without written consent of the Owner,Contractor,and Architect.Consent shall not be unreasonably withheld. 4.2 Administration of the Contract 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment.The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of,or responsibility for the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents. 4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor, Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 20 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.41 G4245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: and(3)defects and deficiencies observed in the Work.The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect will not have control over or charge of,and will not be responsible for acts or omissions of,the Contractor,Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities.The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project.Communications by and with the Architect's consultants shall be through the Architect.Communications by and with Subcontractors and suppliers shall be through the Contractor.Communications by and with Separate Contractors shall be through the Owner.The Contract Documents may specify other communication protocols. 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3,whether or not the Work is fabricated,installed or completed. However,neither this authority of the Architect 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 Architect to the Contractor,Subcontractors,suppliers, their agents or employees,or other persons or entities performing portions of the Work. 4.2.7 The Architect will review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data,and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such 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,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3,3.5,and 3.12.The Architect's review shall not constitute approval of safety precautions or of any construction means,methods,techniques,sequences,or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect will prepare Change Orders and Construction Change Directives,and may order minor changes in the Work as provided in Section 7.4.The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion pursuant to Section 9.8;receive and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10. 4.2.101f the Owner and Architect agree,the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site.The Owner shall notify the Contractor of any change in the duties,responsibilities and limitations of authority of the Project representatives. 4.2.11 The Architect will interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from,the Contract Documents and will be in writing or in the form of drawings.When making such interpretations Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 21 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.41G4245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either,and will not be liable for results of interpretations or decisions rendered in good faith. 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.2.14 The Architect will review and respond to requests for information about the Contract Documents.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS 5.1 Definitions 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.The term"Subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.The term"Subcontractor"does not include a Separate Contractor or the subcontractors of a Separate Contractor. 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site.The term"Sub-subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. 5.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2.1 Unless otherwise stated in the Contract Documents,the Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work,including those who are to furnish materials or equipment fabricated to a special design.Within 14 days of receipt of the information,the Architect may notify the Contractor whether the Owner or the Architect(1)has reasonable objection to any such proposed person or entity or(2)requires additional time for review.Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection.If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.However,no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. 5.2.4 The Contractor shall not substitute a Subcontractor,person,or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. 5.3 Subcontractual Relations By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities,including the responsibility for safety of the Subcontractor's Work that the Contractor,by these Contract Documents,assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract agreement,the benefit of all rights,remedies,and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner.Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors.The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects;"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 22 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: be bound,and,upon written request of the Subcontractor,identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 Contingent Assignment of Subcontracts 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that 1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor;and 2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. 5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. 5.4.3 Upon assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity,the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 Owner's Right to Perform Construction and to Award Separate Contracts 6.1.1 The term"Separate Contractor(s)"shall mean other contractors retained by the Owner under separate agreements.The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract,including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. 6.1.3 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 Contractor,who shall cooperate with them.The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules.The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement.The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors,and the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors,the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract,including, without excluding others,those stated in Article 3,this Article 6,and Articles 10, 11,and 12. 6.2 Mutual Responsibility 6.2.1 The Contractor 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 Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the Architect of 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 Contractor's Work.Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects;"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 23 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work.The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays,improperly timed activities or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays,improperly timed activities,damage to the Work or defective construction. 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, 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 the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 General 7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work,subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner,Contractor,and Architect.A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents.The Contractor shall proceed promptly with changes in the Work,unless otherwise provided in the Change Order, Construction Change Directive,or order for a minor change in the Work. 7.1.4 For adjustments to the Contract Sum based on other than the unit price method, overhead,profit and general conditions combined shall be calculated at the following percentages of the cost attributable to the change in the work: 1) For the Contractor,for any Work performed by the Contractor's own forces:9.5 percent of the cost. 2) For the Contractor,for Work performed by his Subcontractor:5 percent of the amount due the Subcontractor. 3) For each Subcontractor or Sub-subcontractor involved,for any Work performed by the Subcontractor's own forces:9.5 percent of the cost. 4) For each Subcontractor,for Work performed by his Sub-subcontractors:5 percent of the amount due the Sub-subcontractor. 7.2 Change Orders 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor,and Architect 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;and 3 The extent of the adjustment,if any,in the Contract Time. 7.3 Construction Change Directives 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or Contract Time,or both.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 24 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12108/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. 1886990451) User Notes: the Work within the general scope of the Contract consisting of additions,deletions,or other revisions,the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,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 Contract 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 7.3.4. 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine 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 in the Contract Sum,an amount for overhead and profit in accordance with Section 7.1.4,a reasonable amount.In such case,and also under Section 7.3.3.3,the Contractor shall keep and present,in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.4 shall be limited to the following: 1 Costs of labor,including applicable payroll taxes,fringe benefits required by agreement or custom, workers'compensation insurance,and other employee costs approved by the Architect; 2 Costs of materials,supplies,and equipment,including cost of transportation,whether incorporated or consumed; 3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; 4 Costs of premiums for all bonds and insurance,permit fees,and sales,use,or similar taxes,directly related to the change;and 5 Costs of supervision and field office personnel directly attributable to the change. 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time,the Contractor may make a Claim in accordance with applicable provisions of Article 15. 7.3.6 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method,if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect.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. 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment.The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines,in the Architect's professional judgment,to be reasonably justified.The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order,subject to the right of either party to disagree and assert a Claim in accordance with Article 15. Init. AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 25 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12108/2024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. 1886990451) User Notes: 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Architect will prepare a Change Order.Change Orders may be issued for all or any part of a Construction Change Directive. 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time.The Architect's order for minor changes shall be in writing.If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time,the Contractor shall notify the Architect and shall not proceed to implement the change in the Work.If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME 8.1 Definitions 8.1.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. 8.1.4 The term"day"as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 Progress and Completion 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 Delays and Extensions of Time 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by(1)an act or neglect of the Owner or Architect,of an employee of either,or of a Separate Contractor;(2)by changes ordered in the Work; 3)by fire,unusual delay in deliveries,unavoidable casualties,adverse weather conditions documented in accordance with Section 15.1.6.2,or other causes beyond the Contractor's control;(4)by delay authorized by the Owner pending mediation and binding dispute resolution;or(5)by other causes that the Contractor asserts,and the Architect determines,justify delay,then the Contract Time shall be extended for such reasonable time as the Architect may determine. 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 Contract Sum 9.1.1 The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects;"AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 26 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12108/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted. 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit a schedule of values to the Architect before the first Application for Payment,allocating the entire Contract Sum to the various portions of the Work.The schedule of values shall be prepared in the form,and supported by the data to substantiate its accuracy,required by the Architect.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment.Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require,and unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. 9.3 Applications for Payment 9.3.1 At least ten days before the date established for each progress payment,the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values,if required under Section 9.2,for completed portions of the Work.The application shall be notarized,if required,and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require,such as copies of requisitions,and releases and waivers of liens from Subcontractors and suppliers,and shall reflect retainage if provided for in the Contract Documents. 9.3.1.1 As provided in Section 7.3.9,such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,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 Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. 9.. 9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work.If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor 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. 9.3.2"1 In accordance with Section 9.3.2, the Contractor shall be permitted to make written petition to the Owner requesting payment on retainage of materials for 100%of the cost of materials and equipment suitably stored off the site at a location agreed upon in writing between the Owner and the Contractor, which request will not be denied unreasonably.In order to receive such payment, title to the materials and/or equipment must pass to the Owner;the materials and/or equipment must be stored in a protected, insured facility agreed to by the Owner, with the Owner named as an additional insured;and all storage costs and costs associated with handling and transporting the materials and/or equipment to the Project site must be paid for by the Contractor. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor 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 Contractor's knowledge,information,and belief,be free and clear of liens,claims,security interests,or encumbrances,in favor of the Contractor,Subcontractors,suppliers,or other persons or entities that provided labor, materials,and equipment relating to the Work. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects;"AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 27 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/0812024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) 9.4 Certificates for Payment 9.4.1 The Architect will,within seven days after receipt of the Contractor's Application for Payment,either(1)issue to the Owner a Certificate for Payment in the full amount of the Application for Payment,with a copy to the Contractor;or(2)issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due,and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1;or(3)withhold certification of the entire Application for Payment,and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner,based on the Architect's evaluation of the Work and the data in the Application for Payment,that,to the best of the Architect's knowledge,information,and belief,the Work has progressed to the point indicated,the quality of the Work is in accordance with the Contract Documents,and that the Contractor is entitled to payment in the amount certified.The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion,and to specific qualifications expressed by the Architect. However,the issuance of a Certificate for Payment will not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work;(2)reviewed construction means,methods,techniques,sequences,or procedures;(3)reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.5 Decisions to Withhold Certification 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made.If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner as provided in Section 9.4.1.If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect 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 in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2,because of 1 defective Work not remedied; 2 third party claims filed or reasonable evidence indicating probable filing of such claims,unless security acceptable to the Owner is provided by the Contractor; 3 failure of the Contractor to make payments properly to Subcontractors or suppliers for 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 Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or 7 repeated failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1,in whole or in part,that party may submit a Claim in accordance with Article 15. 9.5.3 When the reasons for withholding certification are removed,certification will be made for amounts previously withheld. 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 28 American Institute of Architects.This document was produced at 16:28:05 ET on 1 1/0812 024 under Order No.4104245145 which expires on 1 2108/2 0 24,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: 9.6 Progress Payments 9.6.1 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. 9.6.2 The Contractor shall pay each Subcontractor,no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. 9.6.3 The Architect will,on request,furnish to a Subcontractor,if practicable,information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work.If the Contractor fails to furnish such evidence within seven days,the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay,or to see to the payment of money to,a Subcontractor or supplier,except as may otherwise be required by law. 9.6.5 The Contractor's payments to 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 Contract Documents. 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials,or both, under contract with the Contractor for which payment was made by the Owner.Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor,create any fiduciary liability or tort liability on the part of the Contractor for breach of trust,or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall defend and indemnify the Owner from all loss,liability,damage or expense,including reasonable attorney's fees and litigation expenses,arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor.If approved by the applicable court,when required,the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days'notice to the Owner and Architect,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 Contractor's reasonable costs of shutdown,delay and start-up,plus interest as provided for in the Contract 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 Contract Documents so that the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive list of AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 29 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 1 2/0 812 024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) 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 Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor's list,the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Architect's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall, before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect.In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion;establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance;and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Contract Documents or the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate.Upon such acceptance,and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof.Upon Substantial Completion,retention shall be reduced to 150%of the cost of the Work not yet completed as Architect shall reasonably determine. 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 Contractor,provided such occupancy or use is consented to by the insurer 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 Contractor 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 Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2.Consent of the Contractor 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 Contractor or,if no agreement is reached,by decision of the Architect. 9.9.2 Immediately prior to such partial occupancy or use,the Owner,Contractor,and Architect 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 the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 Final Completion and Final Payment 9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection.When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable.The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(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 Contract Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 30 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: Documents to remain in force after final payment is currently in effect,(3)a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, 4)consent of surety,if any,to final payment,(5)documentation of any special warranties,such as manufacturers' warranties or specific Subcontractor warranties,and(6)if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts and 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 a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien,claim,security interest,or encumbrance.If a lien, claim,security interest,or encumbrance remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien,claim,security interest,or encumbrance,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 Contractor or by issuance of Change Orders affecting final completion,and the Architect so confirms,the Owner shall,upon application by the Contractor and certification by the Architect,and without terminating the Contract,make payment of the balance due for that portion of the Work fully completed,corrected,and accepted.If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such 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 Paragraphs deleted) Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. Paragraph deleted) ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 Safety Precautions and Programs The Contractor 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 Contractor shall take reasonable precautions for safety of,and shall provide 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 off the site, under care,custody,or control of the Contractor,a Subcontractor,or a Sub-subcontractor;and 3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures,and utilities not designated for removal,relocation,or replacement in the course of construction. 10.2.2 The Contractor shall comply with,and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities,bearing on safety of persons or property or their protection from damage,injury,or loss. 10.2.3 The Contractor 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 notifying the owners and users of adjacent sites and utilities of the safeguards. 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 Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 31 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for I resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3.The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable,and not attributable to the fault or negligence of the Contractor.The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18.Additionally,before Owner may pursue legal action against Contractor for construction defects in the work or otherwise failing to perform the Work,Owner shall provide Contractor with a reasonable right to cure such a default. Reasonable opportunity shall mean providing Contractor at least 30 days to cure or commence to cure where the cure may reasonably take longer. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. 10.2.7 The Contractor 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 either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,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 and Substances 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances.If the Contractor encounters a hazardous material or substance not addressed in the Contract 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 Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner and Architect of the condition. 10.3.2 Upon receipt of the Contractor's 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 Contractor 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 Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either the Contractor or Architect has an objection to a person or entity proposed by the Owner,the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time shall be extended appropriately,and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. 10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims, damages,losses,and expenses,including but not limited to attorneys' fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property other than the Work itself),except to the extent that such damage,loss,or expense is due to the fault or negligence of the party seeking indemnity. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 32 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com.1886990451) User Notes: 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.The Owner shall be responsible for hazardous materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs(1)for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles,or(2)where the Contractor 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 Contractor,the Contractor 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 Contract Documents,the Owner shall reimburse the Contractor for all cost and expense thereby incurred. 10.4 Emergencies In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury,or loss.Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 Contractor's Insurance 11.1.1 The Contractor shall procure and maintain for the duration of the contract, insurance against claims for death, injuries to persons, or damages to property which may arise from or in connection with the performance of work hereunder by the Contractor, its agents, representatives, employees or subcontractors of the types and in the amounts listed below. 11.1.2 Commercial General Liability and Umbrella Liability Insurance 11.LZI The Contractor shall maintain commercial general liability(CGL)with limits of not less than 1,000,000 each occurrence and$2,000,000 aggregate and a commercial umbrella insurance with a limit ofnot less than$2,000,000 each occurrence. Ifsuch CGL insurance contains a general aggregate limit,it shall apply separately to this project/location. CGL insurance shall cover liability arising from premises, operations, independent contractors,products-completed operations,personal injury and advertising injury, and liability assumed under an insured contract(including the tort liability of another assumed in a business contract).Additional insured Form CG2010 4-13 to include a waiver of subrogation in favor of the Owner. The Owner and Architect shall be included as an additional insured under the CGL. This insurance shall apply as primary and noncontributory insurance with respect to any other insurance or self-insurance afforded to the Owner and Architect. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from pollution, explosion, collapse, or underground property damage. Umbrella should be follow form to the required forms for CGL. Paragraph deleted) 11.1.2.2 The Contractor shall also maintain by endorsement or separate policy Contractors'Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions(if project involves environmental hazards) with limits no less than$1,000,000 each occurrence or claim, and$2,000,000 policy aggregate. 11.1.3 Continuing Completed Operations Liability Insurance The Contractor shall maintain commercial general liability(CGL)with limits of not less than$1,000,000 each occurrence and$2,000,000 aggregate and a commercial umbrella insurance with a limit of not less than 2,000,000 each occurrence for at least three years following substantial completion of the work. Continuing CGL insurance shall,at minimum, cover liability arising from products-completed operations and liability assumed under an insured contract. Continuing CGL insurance shall have a products-completed operations aggregate of at least two times its each occurrence limit. Continuing commercial umbrella coverage shall include liability coverage for damage to the insured's completed work.Additional insured Form CG203 7 to include a waiver of subrogation in favor of the Owner. The Owner and Architect shall be included as an additional insured under the CGL. This insurance shall apply as primary and noncontributory insurance with respect to any other insurance or self-insurance afforded to the Owner and Architect. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from pollution, explosion, collapse, or underground property damage. Umbrella should be follow form to the required forms for CGL. Init. AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 33 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. 1886990451) User Notes: Paragraphs deleted) 11.1.4 Business Auto Liability and Umbrella Liability Insurance The Contractor shall maintain business auto liability with a limit of not less than$1,000,000 CSL each accident and a commercial umbrella liability insurance with a limit of not less than$2,000,000 each occurrence. Owner and Architect shall be included as additional Insured on a primary and noncontributory basis with waiver of subrogation in favor of the Owner. Such insurance shall cover liability arising out of any auto including owned, hired and non-owned autos. Umbrella should be follow form to the required forms for Auto. 11.1.5 Workers'Compensation Insurance The Contractor shall maintain workers'compensation as required by statute and employers liability insurance. The commercial umbrella and/or employers liability limits shall not be less than$1,000,000 each accident for bodily injury by accident or$1,000,000 each employee for bodily injury by disease.If the Owner has not been included as an insured under the Commercial General and Umbrella Liability Insurance required in this Contract, the Contractor waives all rights against the Owner and its officers, officials, employees, volunteers and agents for recovery of damages arising out of or incident to the Contractor's work. Paragraph deleted) 11.1.7 General Insurance Provisions 11.1.7.1 Evidence of Insurance Prior to beginning work, the Contractor shall furnish the Owner with a certificate(s)of insurance and applicable policy endorsement(s), executed by a duly authorized representative of each insurer,showing compliance with the insurance requirements set forth above.All certificates shall provide for 30 days written notice to the Owner prior to the cancellation or material change of any insurance referred to therein. Written notice to the Owner shall be by certified mail, return receipt requested.Failure of the Owner to demand such certificate, endorsement or other evidence offull compliance with these insurance requirements or failure of the Owner to identify a deficiency from evidence that is provided shall not be construed as a waiver of the Contractor's obligation to maintain such insurance. The Owner shall have the right, but not the obligation, ofprohibiting the Contractor or any Subcontractor from entering the Project site until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by the Owner.Failure to maintain the required insurance may result in termination of this Contract at the Owner's option. With respect to insurance maintained after final payment in compliance with a requirement above, an additional certificate(s)evidencing such coverage shall be promptly provided to the Owner whenever requested. The Contractor shall provide certified copies of all insurance policies required above within 10 days of the Owner's written request for said copies. 11.1.7.2 Acceptability of Insurers Insurers must be licensed in the State of Illinois and approved for the relevant line of coverage. and approved for the relevant line of coverage.All insurers must have an AM Best A rating or better. Paragraph deleted) H.1.7.3 Cross-Liability Coverage If the Contractor's liability policies do not contain the standard ISO separation of insureds provision, or a substantially similar clause, they shall be endorsed to provide cross-liability coverage. 11.1.7.4 Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to the Owner.At the option of the Owner, the Contractor may be asked to eliminate such deductibles or self-insured retentions as respects the Owner, its officers, officials, employees, volunteers and agents or required to procure a bond guaranteeing payment of losses and other related costs including but not limited to investigations, claim administration and defense expenses. 11.1.7.5 Subcontractors The Contractor shall require each Subcontractor and Sub-subcontractor employed by the Contractor to purchase and maintain insurance of the types specified above. When requested by the Owner, the Contractor shall furnish copies of certificates of insurance evidencing coverage for each Subcontractor and Sub-subcontractor. Paragraph deleted) AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights Init. reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 34 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. 1886990451) User Notes: 11.1.8 Contractor's Performance and Payment Bonds 11.1.8.1 Where the Contract Sum is equal to or greater than$50,000.00, the Contractor, before commencing the Work,shall furnish a Performance Bond and a Labor and Material Bond. The Performance Bond shall be in an amount equal to 100%of the full amount of the Contract Sum as security for the faithful performance of the obligation of the Contract Documents,and the Labor and Material Payment Bond shall be in an amount equal to 100%of the full amount of the Contract Sum as security for the payment of all persons performing labor and furnishing materials in connection with the Contract Documents. Such bonds shall be on standard AIA Documents, issued by the American Institute of Architects,shall be issued by a surety authorized by the Illinois Department of Insurance to issue surety bonds in Illinois and otherwise satisfactory to the Owner, and shall name the Owner as a primary co-obligee. The cost of the bonds is to be included in the Bid Proposal. The Performance Bond and Labor and Material Payment Bond will become apart of the Contract. Each Bidder shall list the name of the surety company that will be furnishing the Bonds on its Bid Proposal. The failure of a Bidder to list the name of its surety company on its Bid Proposal shall be a non-responsive bid. The failure of the successful Bidder to enter into a Contract and supply the required Bonds within ten(10)days after the Notice of Award or within such extended period as the Owner may grant if the forms do not meet its approval shall constitute a default,and the Owner may either award the Contract to the next responsible, responsive Bidder or re-advertise for bids. A charge against the defaulting Bidder may be made for the difference between the amount of the bid and the amount for which a contract for the work is subsequently executed, irrespective of whether the amount thus due exceeds the amount of the bid guarantee. Paragraph deleted) 11.1.8.1.1 The Contractor shall deliver the required bonds to the Owner not later than three days following the date the Agreement is entered into, or if the Work is to be commenced prior thereto in response to a letter of intent, the Contractor shall,prior to the commencement of the Work,submit evidence satisfactory to the Owner that such bonds will be furnished. 11.1.8.1.2 The contractor shall require the attorney-in-fact who executed the required bonds on behalf of the Surety to affix thereto a certified and current copy of the power of attorney. 11.1.8.2 Whenever the Contractor shall be and is declared by Owner to be in default under the Contract, the Surety and the Contractor are each responsible to make full payment to the Owner or any and all extra Work incurred by the Architect as a result of the Contractor's default, and to pay to Owner all attorney's fees and court costs incurred by Owner as a result of the Contractor's default, and in protecting Owner's rights under the Agreement to remedy Contractor's default. 11.1.8.3 The Contractor shall(i)furnish all Surety Company's bonds through Surety Company's local agents approved by and/or as directed by Owner; (ii)fully covered and guarantee with said bond the faithful performance and completion of the entire Contract, including without limitation, the faithful performance ofprevailing wage requirements;and(iii)guarantee with said bond payment in all cases by the Contractor or by the Surety Company for all labor performed,material and supplies furnished with the entire Work in the Contract. Said Bond shall remain in full force and effect during the entire period of all general guarantees given by the Contractor with the Contract as called for in the Specifications and Contract, except in cases where other bonds are specifically called for in the specifications and Contract in connection with special guarantees. 11.1.8.4 The Contractor and all Subcontractors shall name the Owner as an obligee on all bonds. 11.2 Owner's Insurance I LZI The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. 11"2"2 Unless otherwise provided,the Owner shall maintain property insurance in the amount of the initial Contract Sum as well as subsequent modifications thereto for the entire Work at the site on a replacement cost basis.Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or other entity other than the Owner has an insurable interest in the property required by this Section 11.2 to be covered, whichever is later. This insurance shall include the interests of the Owner, the Contractor,Subcontractors and Sub-Subcontractors on the Project. The Owner's insurance obligations under this paragraph may be satisfied by membership in programs of self-insurance or membership in an insurance pool. Init. AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 35 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12108/2024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. 1886990451) User Notes: 11.2.2.1 Property insurance shall be on "all risk"or equivalent policy form and shall include, without limitation, insurance against the perils offire(with extended coverage)andphysical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake,flood, windstorm,falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements and shall cover reasonable compensation for Architect's and Contractor's services for such insured loss. 11.2.2.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors, and Sub-Subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner.If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above,without so noting the Contractor in writing,then the Owner shall bear all reasonable costs properly attributable thereto. 11.2.2.3 If deductibles are not identified in the Contract Documents, the Contractor shall pay costs not covered because of deductibles. 11.2.2.4 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor 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. 11.3 Waivers of Subrogation 11.3.1 The Owner and Contractor waive all rights against(1)each other and any of their subcontractors, sub-subcontractors,agents,and employees,each of the other;(2)the Architect and Architect's consultants;and(3) Separate Contractors,if any,and any of their subcontractors,sub-subcontractors,agents,and employees,for damages caused by fire,or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance.The Owner or Contractor,as appropriate,shall require similar written waivers in favor of the individuals and entities identified above from the Architect,Architect's consultants,Separate Contractors,subcontractors,and sub-subcontractors.The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation.This waiver of subrogation shall be effective as to a person or entity(1)even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise,(2)even though that person or entity did not pay the insurance premium directly or indirectly, or(3)whether or not the person or entity had an insurable interest in the damaged property. 11.3.2 If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period,to the extent permissible by such policies,the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. Paragraphs deleted) 11.5 Adjustment and Settlement of Insured Loss 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds,as their interests may appear,subject to requirements of any applicable mortgagee clause and of Section 11.5.2.The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner,and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. 11.5.2 Prior to settlement of an insured loss,the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds.The Contractor shall have 14 days from receipt Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 3t) American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) of notice to object to the proposed settlement or allocation of the proceeds.If the Contractor does not object,the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation.Upon receipt,the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions.Thereafter,if no other agreement is made or the Owner does not terminate the Contract for convenience,the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose.If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to settle the insured loss,and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15.Pending resolution of any dispute,the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 Uncovering of Work 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Architect,be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate.If such Work is not in accordance with the Contract Documents,the costs of uncovering the Work,and the cost of correction,shall be at the Contractor's expense. 12.2 Correction of Work 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents,discovered before Substantial Completion and whether or not fabricated,installed or completed. Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Architect's services and expenses made necessary thereby,shall be at the Contractor's expense. 12.2.2 After Substantial Completion 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within two years after the date of Substantial Completion of the Work or designated portion thereofor after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition.During the two yearperiod for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.5. Paragraphs deleted) 12.2.2.2 The two year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. IZZ2.3 The two year periodfor correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 37 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.41 G4245145 which expires on 12/08/2024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors,whether completed or partially completed,caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the two year period for correction of Work as described in Section 12.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced nor the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract 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. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules.If the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 15.4. 13.2 Successors and Assigns 13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors,assigns,and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. 13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate the assignment. 13.3 Rights and Remedies 13.3.1 Duties and obligations imposed by the Contract 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. 13.3.2 No action or failure to act by the Owner,Architect,or Contractor 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 upon in writing. 13.4 Tests and Inspections 13.4.1 Tests,inspections,and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws,statutes,ordinances,codes,rules,and regulations or lawful orders of public authorities.Unless otherwise provided,the Contractor 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 Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures.The Owner shall bear costs of tests,inspections,or approvals that do not become requirements until after bids are received or negotiations concluded.The Owner shall directly arrange and pay for tests,inspections,or approvals where building codes or applicable laws or regulations so require. 13.4.2 If the Architect,Owner,or public authorities having jurisdiction determine that portions of the Work require additional testing,inspection,or approval not included under Section 13.4.1,the Architect will,upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection,or approval,by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects;"American Institute of Architects;"AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 38AmericanInstituteofArchitects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiawntracts.com. User Notes: 1886990451) and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3,shall be at the Owner's expense. 13.4.3 If procedures for testing,inspection,or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents,all costs made necessary by such failure,including those of repeated procedures and compensation for the Architect's services and expenses,shall be at the Contractor's expense. 13.4.4 Required certificates of testing,inspection,or approval shall,unless otherwise required by the Contract Documents,be secured by the Contractor and promptly delivered to the Architect. 13.4.5 If the Architect is to observe tests,inspections,or approvals required by the Contract Documents,the Architect will do so promptly and,where practicable,at the normal place of testing. 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. Paragraphs deleted) 13.4.7 The cost of any requested retest will be borne by the party requesting the retest, unless the retest shows that the original test or the Work being tested was in error or defective, and in such event, the cost of the retest shall be borne by the other party. 13.5 All references to interest payments throughout the Contract Documents are hereby voided.Payment is governed by the Illinois Local Government Prompt Payment Act. 13.6 Regulations 13.6.1 The Contractor or Subcontractor warrants that he is familiar with and he shall comply with Federal,State and local laws,statutes,ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Contract including without limitation Workmen's Compensation Laws, minimum salary and wage statutes and regulations, laws with respect to permits and licenses and fees in connection therewith, laws regarding maximum working hours.No plea of misunderstanding or ignorance thereof wild be considered. 13.6.2 Whenever required, the Contractor or Subcontractor shall furnish the Architect and Owner with satisfactory proof of compliance with said Federal, State and local laws,statutes, ordinances, rules, regulations, orders, and decrees. 13.6.3 Each bidder shall carefully examine the Occupational Safety and health Act as issued by the Federal Register OSHA), and the specific regulations governing procedures, techniques,safety precautions, equipment design, and the configuration of the same as required under this Act and each bidder agrees as evidenced by his submission of a bid to comply with all terms of the Act and to perform and complete in a workmanlike manner all work required in full compliance with said Act. 13.6.5 At all times Contractor shall remain in compliance with the Illinois Public Works Employment Discrimination Act(775 ILCS 10/1, et seq.,)and the Illinois Human Rights Act(775 ILCS 512-101, et seq.,)and in addition shall at all times comply with Section 2-105 of the Illinois Human Rights Act. 13.6.6 By execution of this Contract, the Contractor understands, represents and warrants to the Owner that the Contractor and its Subcontractors(for which the Subcontractor takes responsibility to ensure that they comply with the above-mentioned Acts)are in compliance with all requirements provided by the Acts set forth in Article 13 and that they will remain in compliance for the entirety of the Work.A violation of any of the Acts set forth in this Article is cause for the immediate cancellation of the Contract. However, any forbearance or delay by the Owner in canceling this Contract shall not be considered as, and does not constitute, Owner's consent to such violation and a waiver of any rights the Owner may have, including without limitation, cancellation of this Contract. 13.7 Record Keeping nit. reserved. Document A201—2017.Copyright©1911,1915,1918,1925,1937.1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 39 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) 13.7.1 The Contractor and every Subcontractor shall keep and maintain accurate books of record and account, in accordance with sound accounting principles, of all expenditures made and all costs, liabilities and obligations incurred under this Contract, and all papers,files,accounts, reports, cost proposals with backup data and all other material relating to work under this Contract and shall make all such materials available at the office of the Owner at any reasonable time during the term of this contract and for the length of time established by law or five(5)years, whichever is longer,from the date offinal payment to Contractor or termination of this Contract for audit, inspection and copying upon Owner's request. The Contractor agrees to maintain all records and documents for projects of the Owner in compliance with the Freedom of Information Act, 5 ILCS 14011 et seq.In addition, the Contractor shall produce records which are responsive to a request received by the Owner under the Freedom of Information Act so that the Owner may provide records to those requesting them within the time frames required.If additional time is necessary to compile records in response to a request, then the Contractor shall so notes the Owner and, ifpossible, the Owner shall request an extension so as to comply with the Act.In the event that the Owner is found to have not complied with the Freedom of Information Act due to the Contractor's failure to produce documents or otherwise appropriately respond to a request under the Act, then the Contractor shall indemnify and hold the Owner harmless, and pay all amounts determined to be due including but not limited to fines, costs, attorneys'fees and penalties. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 Termination by the Contractor 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work,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 Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents;or 4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. 14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work, repeated suspensions,delays,or interruptions of the entire Work by the Owner as described in Section 14.3,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. 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon seven days'notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,as well as reasonable overhead and profit on Work not executed,and costs incurred by reason of such termination. 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days'notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. 14.2 Termination by the Owner for Cause 14.2.1 The Owner may terminate the Contract if the Contractor 1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; 2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; 3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority;or 4 otherwise is guilty of substantial breach of a provision of the Contract Documents. 14.2.2 When any of the reasons described in Section 14.2.1 exist,and upon certification by the Architect that sufficient cause exists to justify such action,the Owner may,without prejudice to any other rights or remedies of the Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 40 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) Owner and after giving the Contractor and the Contractor's surety,if any,seven days'notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: 1 Exclude the Contractor from the site and take possession of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; 2 Accept assignment of subcontracts pursuant to Section 5.4;and 3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work,including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. 14.3 Suspension by the Owner for Convenience 14.3.1 The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work,in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay,or interruption under Section 14.3.1.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 Contractor is responsible;or 2 that an equitable adjustment is made or denied under another provision of the Contract. 14.4 Termination by the Owner for Convenience 14.4.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall 1 cease operations as directed by the Owner in the notice; 2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and 3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed;costs incurred by reason of the termination,including costs attributable to termination of Subcontracts;and the termination fee,if any,set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES 15.1 Claims 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,a change in the Contract Time,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 Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim.This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract,whether in contract,tort,breach of warranty or otherwise,in accordance with the requirements Init. AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 41AmericanInstituteofArchitects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case,not more than 10 years after the date of Substantial Completion of the Work.The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. 15.1.3 Notice of Claims 15.1.3.1 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect,if the Architect is not serving as the Initial Decision Maker.Claims by either party under this Section 15.1.3.1 shall be initiated 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. 15.1.3.2 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party.In such event,no decision by the Initial Decision Maker is required. 15.1.4 Continuing Contract Performance 15.1.4.1 Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7 and Article 14,the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision,subject to the right of either party to proceed in accordance with this Article 15.The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum,notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim.Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. 15.1.6 Claims for Additional Time 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,notice as provided in Section 15.1.3 shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.In the case of a continuing delay,only one Claim is necessary. 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions had an adverse effect on the scheduled construction. 15.1.7 Waiver of Claims for Consequential Damages The Contractor 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 Contractor 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. This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with Article 14.Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages,when applicable,in accordance with the requirements of the Contract Documents. 15.2 Initial Decision 15.2.1 Claims, excluding those arising under Sections 10.3, 10.4 and 11.5, may be referred to the Initial Decision Maker for action.A decision by the Initial Decision Maker shall not be binding and shall not be required as a condition precedent to litigation. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 42 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes:1886990451) 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1)request additional supporting data from the claimant or a response with supporting data from the other party,(2)reject the Claim in whole or in part,(3)approve the Claim,(4)suggest a compromise,or(5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim. 15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of the request,and shall either(1)provide a response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished,or(3)advise the Initial Decision Maker that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Initial Decision Maker will either reject or approve the Claim in whole or in part. 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim,or indicating that the Initial Decision Maker is unable to resolve the Claim.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect,if the Architect is not serving as the Initial Decision Maker,of 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 litigation. 15.2.6 Either party may file for litigation of an initial decision at any time,subject to the terms of Section 15.2.6.1. 15.2.6.1 Either party may,within 30 days from the date of receipt of an initial decision,demand in writing that the other party file for litigation.If such a demand is made and the party receiving the demand fails to file for litigation within 30 days after receipt thereof,then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. 15.2.7 In the event of a Claim against the Contractor,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 Contractor's default,the Owner may, but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. 15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. Paragraphs deleted) Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects'"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 43 American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for t resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 1886990451) Additions and Deletions Report for AIA®Document A2010— 2017 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 16:28:05 ET on 11/08/2024. PAGE 1 United Citv of Yorkville—New Public Works Facility 610 Tower Lane Yorkville,Illinois 60560 United City of Yorkville 651 Prairie Point Drive Yorkville,Illinois 60560 Kluber,Inc. 41 W.Benton Street Aurora,Illinois 60506 PAGE 10 The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions), Drawings,Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement, Advertisement for Bids.Instructions to Bidders. the Contractor's Bid, including all supplementary forms and certifications included with the Contractor's Bid. and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive,or(4)a written order for a minor change in the Work issued by the Architect.bless speei€ea, y lastmefiens to Biddefs,sample feRns,other-infeEmation ftimished by the Owner-in antieipatien ef Feeeiving bids Of 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the' intended results.In the event the Contract Documents conflict, the Contractor shall comply with the more stringent of the requirements. PAGE 11 LZZ1 Sections of Division I-General Requirements govern the execution of the Work ofall Sections of the specifications. Additions and Deletions Report for AIA DocumentA201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:1886990451) In the interest of brevit-j- the Contract 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. 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and retain all common law,statutory,and other reserved rights in their Instruments of Service,including copyrights. These Instruments of Service are the tangible rendering ofnrofessional opinions and service for the Owner and are not therefore a commodity product or good No warranties, express or implied are made by the Architect to the Contractor concerning those Instruments of Service. The Contractor,Subcontractors, Sub-subcontractors,and suppliers shall not own or claim a copyright in the Instruments of Service.Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. The parties shall agree upon vaitte*-protocols governing the transmission and use of-,and relianse , f Instruments of Service or any other information or documentation in digital form.The parties will use AIA Document E203TM-2013,Building Information Modeling and Digital Data Exhibit to establish the protocols for the development,use,transmission,and exchange of digital data. PAGE 12 Any use of,or reliance on,all or a portion of a building information model without agreement to t#en-protocols governing the use of,and reliance on,the information contained in the model shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants,the authors of,or contributors to,the building information model,and each of their agents and employees. 2"1.3 The Owner's rights under this Article 2 for Contractor's deficiencies in the Work are not the Owner's sole remedies, but are cumulative and may be exercised along with any other rights of the Owner as permitted by law. 2.2 Information and Services Required of the Owner 2.2.1 Pr-ier-to eeffffneneement of the WeFk and upon Written f;equest by the Gent-Faeter-,the Owner-shall fffnish to Mf eenuneaeemeR4 of the Wofk is delayed under-this Seetion 2.2.1,the Geat+aet T-iffieshall he extended appropriately Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1,the Owner shall secure and pay for necessary approvals,easements, assessments and charges required for construction use or occupanc of permanent structures or for permanent changes in existing facilities. 2.2.2 Following eemmeneement of the Work and upon"tten Fequest by the GentFaeter-,the 0,Aqler-shall fiffnis 2)the Gentmeter-idefAifies in writing a reasonable eeneem mgai-7ding the OvAief's ability to make pa)4nent when due-; mquir-eEb widiin fetwteen days of the Gen4faetef's r-equest,the GentFaeter-may immediately step the Work and,in th event,shall notify the Ownef that the Work has stopped. the 100fltfaetOF feasonable evidenee that the Owner-has made finaneial afr-angements te fulfill the Ovvnef's ebliga4iens if the request is made beeause a ehange in the Wo ma4efially ehanges the Centmet Sum thider-(3)above,the Cefi4faeter-may immediately stop only that peftion Of the Work affeeted by the ehange ufftil feasenable evideftee is pf:evided.if the Work is stepped tmder-this Seetieft 2.2.2,the Centmet Time.shall be ewteaded appf:epr-ialiely and the Gentmet Sum shall be inefeased by the afaeufft of the Gefitfaetef's reasonable eests of shutdevm,delay and stat4 up,plus iffterest as provided in the Gentmet Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects;"AIA,"the AIA Logo,and"AIA Contract Documents"are 2 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:1886990451) Pesumeats-.The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture,in the jurisdiction where the Project is located That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. 2.2.3 AfteF the Owner-ftimishes evidenee of fifianeial affmgefneats tmder-this Seetion 2.2,the Owner-shall no nge.".ents without t to the Gentfaetenlf the employment of the Architect terminates"the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect 2.2.4 Whem the Owner-has designated infoFmatien fumished under-this Seetion 2.2 as"oonfidential,"the Goatr-aeteF diselose"oenfidential"inAwmatien,after-seven(7)days'fietiee to the Owner-,where disclosure is required by shall keep the inkffnation eonfideatial and shall not diselese it to any other-per-saa.Hewever-,the GontfacteF m stifeties,SubeentraeteFs and their-employees,Sub suboontraeter-s,and others whe need to knew the eentent of sue infefmat4ea solely and exelusively for-the Pr-qjeet and who agFee to maintain the 60HAdentiality of sueb infof aation-Me Owner shall furnish surveys describing physical characteristics legal limitations and utility locations for the site of the Project and a legal description of the site The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. easements,§ 2.3.1 E*sept fer-pemits and fees that are the responsibility of the Goatfacter-under-the Coatfaet Peei*ffients, ineluding these Fequi4vd undeF Serstion 3.7.1,the Glvvaer-shall seetffe and pay for-neeessafy approvals, ahanges in existing fiwilities— 2.3.2 Ue Ovmer-shall retain an afuhiteet lawflilly lieensed to pr-aetise ar-ehiteetwe,or-an entity lawfully prwtiein no masenable objeatien and whose status under-the CefAfaet Doewnents shall be that of the Mehitect-. the site of the Pr-qjeet,and a legal deseFiptien of the site.The CoatFaeter-shall be eatitled to r-ely on the acetwacy e infematien fimiished by the Ovmer-but shall exersise proper-pr-ecautions relating to the safe per-fefmanee of the Wei 2.3.5 Ue Owner-shall funish infeEmation or-sefviees requii-7ed of the Owner-by the Contrast Poeuments with 2.3.6 Unless other-wise pfavided in the Ceatwt Peetifnents,the Owner-shall fitmish to the Gefitr-aeteF ene eapy e 2.2.5 The Owner shall fumish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. 2.2.6 The Owner shall furnish to the Contractor one(1)PDF copy of the Contract Documents for the purposes of making reproductions pursuant to Section 1.5.2. 2"2"7 Any information furnished by the Owner shall not constitute a representation by the Owner or Architect concerning site conditions. Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 3 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 1 2/0 812 024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) PAGE 13 If the Contractor defaults or neglects to carry out or is otherwise deficient in carryingut the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence afid and/or continue correction of such defau' efault, neglect or other deficiencywith diligence and promptness,the Owner may,withoutprejudice to other remedies the Owner may have,correct such default or neglect. Such action by the Owner and amounts charged to the Contractor, including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect or other failure are subject to prior evaluation by the Architect and the Architect may,pursuant to Section 9.5.1,withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable oest of raeffeeting sueh defieiencies, actual cost of correcting such de iciencies.If current and future payments are not sufficient to cover such amounts, the Contractor shallpay the difference to the Owner.If the Contractor disagrees with the actions of the Owner or the Architect,er-the the Contractor may file a Claim pursuant to Article 15. 3.2.1 Execution of the Contract by the Contractor is a representation that the neat.,ete.has visited the site we,,,.me ebseFvatiens with requirements by the Contractor that,prior to the submission of its bid, the Contractor has(1) thoroughly examined the Contract Documents and determined them to be full complete and sufficient to enable the Contractor to construct the Work outlined therein, for an amount not in excess of the Contract Sum on or be ore the date(s)of Substantial Completion established in the Agreement• (2)visited and examined the Project site and is familiar with all of the conditions thereon: (3)examined the nature, location and character of the general area in which the Project is located, including,without limitation, its climactic conditions available labor sYRPly labor costs and available equipment supply and costs•and(4)examined the qualiV and quantity of materials supplies tools equipment,labor and professional services necessary to complete the Work in the manner and within the cost and time frame required by the Contract Documents. PAGE 14 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information CTFIain such form as the Architect Architect.Owner and Contractor may require. 6 3.2.5 Prior to any excavation, to the best of the Contractors ability using industry standard methods of calling in a JULIE before dig, the Contractor shall determine the locations of all existing water, eas,sewer, electric telephone telegrraph, television, irrigation,petroleum felines, and other underground utilities and structures. Where the locations of existing underground and surface utilities and structures are indicated, these locations are e ally approximate, and all items that may be encountered during the work are not necessarily indicated. The Contractor shall determine the exact locations of all items indicated, and the existence and locations ofall items not indicated. 3.3.4 The Contractor has the responsibility to ensure that all material suppliers and Subcontractors, their agents, and employees adhere to the Contract Documents, and that they order materials on time, taking into account the current market and delivery conditions and that they provide materials on time. The Contractor shall coordinate its Work, including without limitation,deliveries,storage, installations, and construction utilities with that of all others on the Project. The Contractor shall be responsible for the space requirements, locations, and routing of its equipment.In areas and locations where the proper and most effective space requirements, locations and routing cannot be made as indicated. the Contractor shall meet with all others involved, before installation, to plan the most effective method of overall installation. Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects;"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 4 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) 3.3.5 All manufactured articles, material and equipment shall be applied installed connected erected used cleaned, and conditioned as directed by the manufacturer, unless herein spec fed to the contrary. S 3.3.6 After commencing the work the Contractor shall use every precaution to avoid interferences with existing underground and surface utilities and structures and protect them from damage The Contractor shall repair or pa for all damage caused by his operations to all existing utility lines public property and private property whether it is below ground or above ground, and he shall settle in total cost ofall damage suits which may arise as a result of his operations at no additional costs to the Owner. To avoid unnecessary interferences or delays the Contractor shall coordinate all utility removals, replacements and construction with the appropriate utiliU company. The cost of temporarily relocating utilities for convenience of the Contractor,shall be paid by Contractor. S 3.3.7 The Contractor shall establish and maintain benchmarks and all other grades lines and levels necessary for the Work, report errors or inconsistencies to the Owner and Architect before commencing Work and review the placement of the building and permanent facilities on the site with the Owner and Architect after all lines are staked out and before foundation Work is started. PAGE 15 3.4.2 or-or-defed by the Ar-ohiteet in aeoer-danee with Seetion 7.4,the GentF"tor-may make substitutions only with the eansent of the Owner-,after-evaltiation by the AFehiteet and in aseerdanee with a Change order-or-GenstFuetion 6hmge Bieetive.After the Contract has been executed,the Owner and the Architect will consider a fonnal requestfor the substitution ofproducts in place ofthose specified only under the conditions setforth in Section 0160 00—Product Requirements. 3.4.4 The Contractor shall maintain harmonious labor relations on the job site.Ifa labor problem arises or any person(s) ployed by the Contractor on the Work appear to the Owner to be Incompetent or conduct himself in a disorderly or improper manner,such person(s)shall be removed from the Work immediately on the request of the Owner.Said removal shall not create any additional cost to Owner and shall not extend the time for completion of the Work. S 3.4.5 To the extent that the Prevailing Wage Act applies,the Contractor shall comply therewith and pay,and require every Subcontractor to pay, the prevailing rates of wages as established by the Illinois Department of Labor for each craft or type of work needed to execute the contract in accordance with 820ILCS 1301.01 et seq. The Contractor shall prominently post the current schedule ofprevailing wages at the Contract site and shall notify immediately in writing all of its Subcontractors, of all changes in the schedule ofprevailing wages.Any increases in costs to Contractor due to changes in the prevailing rate ofwage during the terms of any contract shall be at the expense of Contractor and not at the expense of the Owner. Change orders shall, however, be computed using the prevailing wage rates applicable at the time the change order work is scheduled to be performed The Contractor shall be solely responsible to maintain accurate records as required by the prevailing wage statute and to obtain and furnish all such certi ed records to Owner as required by Statute including certi/ed payroll or,in lieu thereof,a certified letter stating that the Contractor is exempt from the application of the Act. Contractor shall be solel lipableforpayingthedifference between prevailing wages and any wages actually received by laborers, workmen and/or mechanics engaged in the Work and in every way defend and indemnify Owner against any claims arising under or related to the payment of wages in accordance with the Prevailing Wage Act. The Owner agrees to notify the Contractor or Subcontractor of the pendena ofav such claim, demand, lien or suit. 3.4.6In the event of a labor dispute resulting in a slow-down or in the cessation or suspension of work, the Contractor shall not be relieved of its obligations to provide labor or for timely progress and completion of the work unless such an event is area wide and not the result of the action taken by Contractor or its Subcontractors.In such event, the notice provisions contained in Section 2.4 shall not apply.Instead, the Contractor shall be automatically deemed to be in default and to have committed a breach of contract unless said work stoppage or slow-down is remedied to the Owner's satisfaction in accordance with this Section. PAGE 16 Additions and Deletions Report for AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects;"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 5 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:1886990451) The use and similar-ta*es fef:the WeAE pr-evided by the CofAfaetef that are go inte e =Owner is exempt from the Illinois Use Tax Act and the Retailer's Occupation Tax Any taxes for which the Owner is not exempt shall be paid by the Contractor.Notwithstanding the foregoing in the event a law of any kind is interpreted in a manner different than it had historically been interpreted such a change in interpretation shall be deemed a chanee in the law and Contractor shall not be responsible for such a change including without limitation changes in how the Federal government interprets and applies certain tariff related laws 3.7.3 If the Contractor performs Work knowing it to lie contrary to applicable laws,statutes, ordinances, codes, rules and regulations,or lawful orders ofpublic authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract 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 Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 4-4 t.a J,s after first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for, performance of any part of the Work,will recommend that an equitable adjustment be made in the Contract Sum or Contract Time,or both.If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified,the Architect shall promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. PAGE 17 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor.The Superintendent shall have knowledge of and control over, the entireU of the Work and upon request of the Owner or Architect the Superintendent shall communicate directly to the Owner. 3.10.1 The Contractor,promptly after being awarded the Contract,shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall contain detail appropriate for the Project,including(1)the date of commencement of the Work,interim schedule milestone dates,and the date of Substantial Completion;(2)an apportionment of the Work by construction activity;and(3)the time required for completion of each portion of the Work.The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents.The schedule shall be revised at appr-epFiate iateFvals as r-equir-ed by the conditions of the 3A'oFk and as required with notice and explanation made to the owner. 3.10.2 The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,shall submit a submittal schedule for the Architect's approval.The Architect's approval shall not be unreasonably delayed or withheld.The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals.If the Contractor fails to submit a submittal schedule,or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals.Contractor shall work with its subcontractors to provide submittals in a timely manner and in a manner that aligns with the sequence of construction. Architect will alert Contractor if its anticipated Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA;the AIA Logo,and"AIA Contract Documents"are 6 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:1886990451) submittal review time will be delayed by more than 14 days to determine impact on overall Project and discuss options to resolve. PAGE 19 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold from the Owner or a Separate Contractor,its consent to cutting or otherwise altering the Work. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do se-_sand the Owner shall be entitled to reimbursement from the Contractor. PAGE 20 3.18.1 To the fullest extent permitted by law, the Contractor shall' Afehitec4i AFGhiteet's eseasultants,and agents and employees Bf any of them fEem aad against slaims,damages,losses and expo ases n In1dngbutnotlimited tt 'F r ,' "s=s a___ ==a««o=-a w waive any right ofcontribution against the Owner and shall indemnify and hold harmless the Owner and the Architect and their officers, oficials employees volunteers and agents from and against all claims damages losses and expenses including but not limited to legal fees(attorneys and paraleg l's fees,expert fees and court costs), arising out of or resulting from the performance of the li Contractor's work provided that qzMsuch claim, damage,Ies-_,-loss or expense is attributable to bodily injury, sickness, disease or death, or to if to or-destmetien of ta-agible py-opefty(other-than the Work itself),but only to the""tent eaused by the negligent t oF amissionsf the r t injury to or destruction ofproperty,other than the work itself including the loss of use resulting therefrom to the extent it is caused in whole or in part by any wrongful or negligent act or omission ofthe Contractor,any Subcontractor,anyone directly or indirectly employed by thOM,OF anyone feF whose aets they may be liable,rvgar4less of whethef or-not sueh ralaim,damage,less,or-expease ny of them or anyone for whose acts any of them may be liable. Such obligation shall not be construed to negate,abridge " -edu""other-rights" obligations f indemnity that wother-wise exist as to a party or-person deser-ibed in this oul aaa bridge or otherwise reduce any other right to indemnity which the Owner would otherwise have. The Contractor shall similarly,protect indemnify and hold and save harmless.the Owner, its officers officials, employee volunteers and aggents against and from any and all claims costs, causes,actions and expenses, including but not limited to legal fees incurred by reason of Contractor's breach ofanv of its obligations under, or Contractor's default of any provisions of the Contract The indemnification obligations under this paragraph shall not be limited in any way y any limitation on the amount or type ofdamages compensation, or benefitpayable by or for the Contractor or any subcontractor under Workers'Compensation or Disability Benefit Acts or Employee Benefit Act. 3.18.1.1 The words "claim", "damage" "loss"and"expense"as used in this Contract shall be construed to include but be not limited to(1)injury or damage consequent upon the failure of or use or misuse by Contractor, its Subcontractors, agents,servants or employees, ofanv hoist rigging blocking scaffolding, or any and all other kinds of items ofequipment, including those covered in the Illinois Structural Work Act whether or not the same be owned furnished or loaned by Owner; The Contractor and every subcontractor expressly waive all so-called Kotecki rights under the Illinois workers'compensation statutes even though the Owner has retained all such rights. PAGE 24 6 7.1.4 For adjustments to the Contract Sum based on other than the unit price method overhead profit and genera conditions combined shall be calculated at the following percentages of the cost attributable to the change in the work: 1) For the Contractor,for any Work pe1formed by the Contractor's own forces•9.5 percent of the cost 2) For the Contractor,for Work performed by his Subcontractor:5 percent of the amount due the Subcontractor. 3) For each Subcontractor or Sub-subcontractor involved for any Work performed by the Subcontractor's own forces:9.5 percent of the cost. 4) For each Subcontractor.for Work performed by his Sub-subcontractors:S percent of the amount due the Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 7 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) Sub-subcontractor. PAGE 25 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine 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 in the Contract Sum,an amount for overhead and profit as set c fth in the if no^ eh amount: t r -th the n g in accordance with SectionAgreement, 7.1.4,a reasonable amount.In such case,and also under Section 7.3.3.3,the Contractor shall keep and present,in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.4 shall be limited to the following: PAGE 26 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by(1)an act or neglect of the Owner or Architect,of an employee of either,or of a Separate Contractor;(2)by changes ordered in the Work; 3)by labOF dispetes,fire,unusual delay in deliveries,unavoidable casualties,adverse weather conditions documented in accordance with Section 15.1.6.2,or other causes beyond the Contractor's control;(4)by delay authorized by the Owner pending mediation and binding dispute resolution;or(5)by other causes that the Contractor asserts,and the Architect determines,justify delay,then the Contract Time shall be extended for such reasonable time as the Architect may determine. PAGE 27 9.3.2"1 In accordance with Section 9.3.2, the Contractor shall be permitted to make written petition to the Owner requesting payment on retainage ofmaterials for 100%of the cost ofmaterials and equipment suitably stored off the site at a location agreed upon in writing between the Owner and the Contractor, which request will not be denied unreasonably.In order to receive such payment, title to the materials and/or equipment must pass to the Owner;the materials and/or equipment must be stored in a protected, insured facility agreed to by the Owner, with the Owner named as an additional insured:and all storage costs and costs associated with handling and transporting the materials and/or equipment to the Project site must be paid for by the Contractor. PAGE 29 If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days'notice to the Owner and Architect,stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately appropriately,and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start-up,plus interest as provided for in the Contract Documents. PAGE 30 9.8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion;establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance;and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Contract Documents or the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate.Upon such acceptance,and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof.Stieh payment shall he Upon Additions and Deletions Report for AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects;"American Institute of Architects,""AIA;the AIA Logo,and"AIA Contract Documents"are 8 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) Substantial Completion,retention shall be reduced to 150%of the cost of the Work not yet completed as Architect shall reasonably determine. PAGE 31 9.10.4'The maka g of final pa5q +shall e9astitatef Claims by the Qvffler-ey-eept4ese ar- c A liens,Claims,seetilfity interests,or-eneumbr-anees ar-ising out of the GentFaet and em 7 f:l. a of two l er4 to pl with the t f t1. G tF t P - -+ ql J tefms of r 1• ired J the OF Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment 9.10.5 Aaaeptanee of final p"ofit by the Goatfaeter-,a Subeentmeter-,or-a supplier-,shall eenstitute a waiver-of elaims by that payee ereept these pr-eviellisly made in vffiting and identified by t4at payee as unsettled at the time e fina4 Application fef Payment. PAGE 32 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3.The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable,and not attributable to the fault or negligence of the Contractor.The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18.Additionally,before Owner may pursue legal action against Contractor for construction defects in the work or otherwise failing to perform the Work Owner shall provide Contractor with a reasonable right to cure such a default Reasonable opportunity shall mean providing Contractor at least 30 days to cure or commence to cure where the cure may reasonably take longer. 10.3.2 Upon receipt of the Contractor's 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 Contractor 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 Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either the Contractor or Architect has an objection to a person or entity proposed by the Owner,the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time shall be extended appropriately W ropriately,and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. PAGE 33 11.1 Contractor's Insuranceartd Sends ILL The Contractor shall procure and maintain for the duration of the contract, insurance against claims for death, injuries to persons, or damages to property which may arise from or in connection with the performance of work hereunder by the Contractor, its agents, representatives, employees or subcontractors of the O?pes and in the amounts listed below. 11.1.2 Commercial General Liability and Umbrella Liability Insurance 11.1.2.1 The Contractor shall maintain commercial general liability(CGL)with limits ofnot less than Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 9 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiawntracts.com. User Notes:1886990451) 1,000,000 each occurrence and$2 000 000 aggregate and a commercial umbrella insurance with a limit of not less than$2,000,000 each occurrence Ifsuch CGL insurance contains a general aggregate limit it shall apply separately to this proiect/location. CGL insurance shall cover liabilitE arising from premises operations independent contractors products-completed operations personal injury and advertising iniujy, and liability assumed under an insured contract(including the tort liability of another assumed in a business contract) Additional insured Form CG2010 4-13 to include a waiver of subrogation in favor of the Owner. The Owner and Architect shall be included as an additional insured under the CGL. This insurance shall apply as primary and noncontributory insurance with respect to any other insurance or se f insurance afforded to the Owner and Architect There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from pollution explosion collapse or underground property damagge. Umbrella should be follow form to the required forms for CGL 11.1.1 The Gentrueter-shall pur-ehase and maintain insufanee ef the tWes and limits of liability,eantaining the 0-Amen,Axelgteet,emd Ar-ehiteet's eensultants shall be named as additional ifisur-eds undef the GentFaeter-'s general liability r y S ILL2.2 The Contractor shall also maintain by endorsement or separate policy Contractors'Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions project involves environmental hazards) with limits no less than$1,000,000 each occurrence or claim and$2 000 000 poliaaggregate 11.1.3 Continuing Completed Operations Liability Insurance The Contractor shall maintain commercial general liability(CGL)with limits of not less than$1 000 000 each occurrence and$2,000,000 aggregate and a commercial umbrella insurance with a limit of not less than 2,000,000 each occurrence for at least three years following substantial completion of the work Continuing CGL insurance shall,at minimum cover liability arising from products-completed operations and liability assumed under an insured contract. Continuing CGL insurance shall have a products-completed operations aggregate of at least two times its each occurrence limit. Continuing commercial umbrella coverage shall include liability coverage for damage to the insured's completed work.Additional insured Form CG2037 to include a waiver of subrogation in favor of the Owner. The Owner and Architect shall be included as an additional insured under the CGL This insurance shall apply as primary and noncontributory insurance with respect to any other insurance or self-insurance afforded to the Owner and Architect. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liabiliV arising from pollution explosion collapse or underground propeLty damage Umbrella should be follow form to the required forms for CGL. 11.1.3 Upon the Foquest of any pefsen or-eatity appearing to be a poteatia4 beneficiary of bonds eovering pa)qment a obligations arising under the GentFaet,the Gentr-aster-shall promptly Aimish a eopy of the bonds or-shall authsri;w a o9py to be fumished. 11.1.4 Business Auto Liability and Umbrella Liability Insurance The Contractorshall maintain business auto liability with a limit ofnot less than$1,000,000 CSL each accident and a commercial umbrella liability insurance with a limit of not less than$2,000,000 each occurrence. Owner and Architect shall be included as additional Insured on a primary and noncontributory basis with waiver of subrogation in favor of the Owner.Such insurance shall cover liabili, arising out of any auto including owned, hired and non-owned autos. Umbrella should be follow form to the required forms for Auto. S JLL5 Workers'Compensation Insurance The Contractor shall maintain workers'compensation as required by statute and employers liability insurance. The commercial umbrella and/or employers liability limits shall not be less than$1,000,000 each accident for bodily iniu?y y accident or$1,000,000 each employee for bodilynjury by disease.If the Owner has not been included as an insured under the Commercial General and Umbrella Liability Insurance required in this Contract, the Contractor waives all rights against the Owner and its officers, officials, employees, volunteers and agents for recovery Additions and Deletions Report for AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 10 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) damages arising out of or incident to the Contractor's work expiFa4ie fi.Upon r-eeeipt of neficie frwn!he Centfaetof,the Ownef shall,unless the lapse in — . Pfam an aet is of the Ownef,have the right to step the WeAE until the lapse in eever-age has been edfed by4he 11.1.7 General Insurance Provisions 611.1.7.1 Evidence oflnsurance Prior to beginning work. the Contractor shall furnish the Owner with a certif cate(s)of insurance and ap lipcable policy endorsement(s), executed by a duly authorized representative of each insurer,showing compliance with the insurance requirements set forth above.All certificates shall provide for 30 days written notice to the Owner prior to the cancellation or material change of any insurance referred to therein Written notice to the Owner shall be b certified mail, return receipt requested. Failure of the Owner to demand such certificate endorsement or other evidence offull compliance with these insurance requirements or failure of the Owner to identify a deficiencyf-om evidence that is provided shall not be construed as a waiver of the Contractor's obligation to maintain such insurance The Owner shall have the right, but not the obligation of prohibiting the Contractor or any Subcontractor from entering the Protect site until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by the Owner.Failure to maintain the required insurance may result in termination ofthis Contract at the Owner's option With respect to insurance maintained after final payment in compliance with a requirement above an additional certificate(s)evidencing such coverage shall be promptly provided to the Owner whenever requested The Contractor shall provide certified copies of all insurance policies required above within 10 days of the Owner's written request for said copies 11.1.7.2 Acceptability oflnsurers Insurers must be licensed in the State of Illinois and approved for the relevant line o coverage. and approved for the relevant line o coverage.All insurers must have an AM Best A rating or better. S 11.1.7.3 Cross-Liability Coverage If the Contractor's liability policies do not contain the standard ISO separation of insureds provision or a substantially similar clause, they shall be endorsed to provide cross-liability coverage. S 11.1.7.4 Deductibles and Self-Insured Retentions Any deductibles or sel,f insured retentions must be declared to the Owner.At the option of the Owner, the Contractor may be asked to eliminate such deductibles or self-insured retentions as respects the Owner, its officers, officials employees, volunteers and agents or required to procure a bond guaranteeing payment of losses and other related costs including but not limited to investigations, claim administration and defense expenses. S 11.1.7.5 Subcontractors The Contractor shall require each Subcontractor and Sub-subcontractor employed by the Contractor to purchase and maintain insurance of the types specified above. When requested by the Owner, the Contractor shall furnish copies of certificates of insurance evidencing coverage for each Subcontractor and Sub-subcontractor. Additions and Deletions Report forAIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 11 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) pfovide esover-age has been owed or-msolved,the Contfaet Sum and CoatFaet Time shall be equitably adjusted.in the event the 01A%er-fails to pr-eewe eevefuge,the 0,A%er-waives all rights against the CentFactef,Subeoatfaetor-s,an Sub subeentFaeter-s to the extent the less to the O-A%ef would have been eover-ed by the inswmee to have been pfeetifed by the Ownen The rest of the insufanee sha4l be ehar-ged to the Ownef by a Change Or-den if the Owner-does maintain the required insufanee,the Owner-shall reimburse the GentFaeter-feF all masenable eests and damages attr-ibu4able thereto. S 11.1.8 Contractor's Performance and Payment Bonds S 11.1.8.1 Where the Contract Sum is equal to or greater than$50 000 00 the Contractor, before commencing the Work,shall furnish a Performance Bond and a Labor and Material Bond The Performance Bond shall be in an amount equal to 100%ofthe full amount ofthe Contract Sum as security for the faithful performance ofthe obligation ofthe Contract Documents,and the Labor and Material Payment Bond shall be in an amount equal to 100%ofthe full amount of the Contract Sum as securitVfor the payment ofall persons performing labor and furnishing materials in connection with the Contract Documents. Such bonds shall be on standard AIA Documents issued by the American Institute ofArchitects,shall be issued by a surety authorized by the Illinois Department oflnsurance to issue surety bonds in Illinois and otherwise satisfactory to the Owner, and shall name the Owner as a primary co-obligee The cost of the bonds is to be included in the Bid Proposal. The Performance Bond and Labor and Material Payment Bond will become apart ofthe Contract. Each Bidder shall list the name ofthe sureU company that will be furnishing the Bonds on its Bid Proposal. The failure of a Bidder to list the name of its surety company on its Bid Proposal shall be a non-responsive bid. The failure of the successful Bidder to enter into a Contract and supply the required Bonds within ten(10)days after the Notice of Award or within such extended period as the Owner may grant if the forms do not meet its approval shall constitute a default and the Owner may either award the Contract to the next responsible Lesponsive Bidder or re-advertise for bids. A charge against the defaulting Bidder may be made for the deference between the amount ofthe bid and the amount for which a contract for the work is subsequently executed irrespective of whether the amount thus due exceeds the amount of the bid guarantee. 11.2.3 Notice of Cannellation 9F Expiration of 04111ner!r.Rpqu*Fed FlFopeFty insuraRGO.Within dwee(3)business days e G0fAFaet0r-,HPOR F-060ipt Of fiGtiee 46M the Owner,shall have the right to step the WeA until the lapse in eaver-age has and Gentmet Sum shall be equitably adjusted;and(3)the OwneF waives all rights against the Gentfaeter-j SubeofAFaeter-s,and S4 subeentmetor-s te the ex4efit any less to the Owner-would have been eevered by the insufanee be ehar-ged to the OwneF by an appropriate Change Order-.The himishing of notiee by the Owner-shall not relieve the 11.1.8.1.1 The Contractor shall deliver the required bonds to the Owner not later than three dam following the date the Agreement is entered into, or if the Work is to be commenced prior thereto in response to a letter of intent, the Contractor shall,prior to the commencement ofthe Work,submit evidence satisfactory to the Owner that such bonds will be furnished. 11.1.8.1.2 The contractor shall require the attorney-in-fact who executed the required bonds on behal(ofthe Surety to affix thereto a certified and current cop o f the power of attorney 11.1.8.2 Whenever the Contractor shall be and is declared by Owner to be in default under the Contract, the Surety and the Contractor are each responsible to make full payment to the Owner or any and all extra Work incurred by the Architect as a result ofthe Contractor's default,and to pay to Owner all attorna's fees and court costs incurred by Owner as a result ofthe Contractor's default, and in protecting Owner's rights under the Agreement to remedy Contractor's default. 11"1.8.3 The Contractor shall(i)furnish all Surety Company's bonds throughty Company's local agents approved by and/or as directed by Owner: (it)filly covered and guarantee with said bond the faithful performance and completion ofthe entire Contract, including without limitation, the faithful performance ofprevailing wage requirements:and(W)guarantee with said bond payment in all cases by the Contractor or by the Surety Company for Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 12 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terris of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) all labor performed,material and supplies furnished with the entire Work in the Contract Said Bond shall remain in full force and effect during the entire period o all general guarantees ziven by the Contractor with the Contract as called for in the Specifications and Contract except in cases where other bonds are specifically calledfor in the specifications and Contract in connection with special guarantees 11.1.8.4 The Contractor and all Subcontractors shall name the Owner as an obligee on all bonds 11.2 Owner's Insurance 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance 11.2.2 Unless otherwise provided, the Owner shall maintain property insurance in the amount of the initial Contract Sum as well as subsequent mod fications thereto for the entire Work at the site on a replacement cost basis Such property insurance shall be maintained unless otherwise provided in the Contract Documents or otherwise a reed in writing by all persons and entities who are beneficiaries ofsuch insurance until final payment has been made as provided in Section 9.10 or until no person or other entity other than the Owner has an insurable interest in the property required by this Section 11.2 to be covered whichever is later. This insurance shall include the interests of the Owner, the Contractor.Subcontractors and Sub-Subcontractors on the Project The Owner's insurance obligations under this paragraph may be satisfied by membership in programs o self-insurance or membership in an insurance pool. 11.2.2.1 Property insurance shall be on "all risk"or equivalent policyform and shall include without limitation insurance against the perils of fire(with extended coverage)and physical loss or damage including without duplication o coverage, theft vandalism malicious mischie collapse earthquake flood windstorm falsework testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements and shall cover reasonable compensation for Architect's and Contractor's services for such insured loss. II.2.2.2Ifthe Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work The Contractor may then effect insurance that will protect the interests of the Contractor Subcontractors,and Sub-Subcontractors in the Work,and b ayppropriateChangeOrderthecostthereofshallbe charged to the Owner.If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above,without so notzXyiniz the Contractor in writing then the Owner shall bear all reasonable costs properly attributable thereto. 11.2.2.3 If deductibles are not identified in the Contract Documents, the Contractor shall pay costs not covered because of deductibles. II.2.2.4 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor 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. PAGE 36 The Ownef,at 4-he"- Ame-r-'s;option,fnay pufehase and fnaifi4ain insufanee that will pr-eteet the Owner-against less e use of the 01A%er-'s pr-epefPf,er-the inability to eea&et fiefmal epei7atiens,due to fire or-other-eaeses of less.The O.A41ef Waives d4l rights of a0tion against the GemFaeter-and Ar-ehiteet for-less of use of the Ovmer-'s pfepeFty,due to fife or-other-hazafds however-eaused. PAGE 37 12.2.2.1 In addition to the Contractor's obligations under Sedon 3.5,if, Section 3.5,if,within two ears after the date of Substantial Completion of the Work or designatedportion thereof or after the date for commencement of warranties established under S26tIAn 9.9.1,Section 9.9.1. or by terms of 2fl)-an applicable Additions and Deletions Report for AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 13 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents"Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:1886990451) special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do Soso unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition.During the AFC-year-two;year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with SeG#6Cl-r.Section 2.5. 12.2.2.2 The one yeaf period for-eefr-erstiea of Work shall be extended with respeet to pot4ieas of Work first eempletieft of that poFtion ef the Work. 12.2.2.3 The one yeaf period for-eefr-eetion of Work shall not be extended by raoffeetive Work peffeFmed by the IZZ2.2 The two year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. S 1ZZZ3 The two-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. PAGE 38 12.2.5 Nothing contained in this eSn1-2-Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the one ye two-year period for correction of Work as described in Sew, 12.2..2Section 12.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced nor the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. PAGE 39 13.5 InteFest Payments due and tmpaid U14dOF the GeatFaet Paeuments shall bear interest ftem the date payment is due a4 the rate the paFties agree upon in writing or-,in the absenee thereof-,at the legal rate pr-evailing ffem tifne to tifne at the plaeewher-e 13.4.7 The cost of any requested retest will be borne by the party requesting the retest, unless the retest shows that the original test or the Work being tested was in error or defective, and in such event, the cost of the retest shall be borne by the other party. 13.5 All references to interest payments throughout the Contract Documents are hereby voided.Payment is governed by the Illinois Local Government Prompt Payment Act. S 13.6 Reuladons 13.6.1 The Contractor or Subcontractor warrants that he is familiar with and he shall comply with Federal,State and local laws,statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Contract including without limitation Workmen's Compensation Laws, minimum salary and wage statutes and regulations, laws with respect to permits and licenses andfees in connection therewith, laws regarding maximum working hours.No plea of misunderstanding or ignorance thereof will be considered. 13.6.2 Whenever required, the Contractor or Subcontractor shall furnish the Architect and Owner with satisfactory proof of compliance with said Federal,State and local laws,statutes, ordinances, rules, regulations, orders, and Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 14 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:1886990451) decrees. 613.6.3 Each bidder shall carefully examine the OCCUDational Safety and health Act as issued by the Federal Re3,,isteL OSHA), and the specific regulations governing procedures techniques sa/eV precautions equipment design and the configuration of the same as required under this Act and each bidder agrees as evidenced by his submission of a bid to comply with all terms ofthe Act and to perform and complete in a workmanlike manner all work required in full compliance with said Act. S 13.6.5 At all times Contractor shall remain in compliance with the Illinois Public Works Employment Discrimination Act(775ILCS 10/1 et seq d and the Illinois Human Rights Act(7751LCS 512-101 et sec.j and in addition shall at all times comply with Section 2-105 of the Illinois Human Rights Act S 13.6.6 By execution of this Contract, the Contractor understands represents and warrants to the Owner that the Contractor and its Subcontractors(for which the Subcontractor takes responsibility to ensure that then comply with the above-mentioned Acts)are in compliance with all requirements provided by the Acts set forth in Article 13 and that they will remain in compliance for the entirety of the Work.A violation o fay of the Acts set forth in this Article is cause for the immediate cancellation of the Contract.However, any forbearance or delay by the Owner in canceling this Contract shall not be considered as and does not constitute Owner's consent to such violation and a waiver of any rights the Owner may have, including without limitation cancellation of this Contract S 13.7 Record Keeping 613.7.1 The Contractor and every Subcontractor shall keep and maintain accurate books of record and account in accordance with sound accounting principles of all expenditures made and all costs liabilities and obligations incurred under this Contract, and all papers files accounts reports cost proposals with backup data and all other material relating to work under this Contract and shall make all such materials available at the office of the Owner at any reasonable time during the term of this contract and for the length of time established by law or five(5)years whichever is longer,from the date offinal payment to Contractor or termination of this Contract for audit inspection and copying upon Owner's request. The Contractor agrees to maintain all records and documents for projects of the Owner in compliance with the Freedom of Information Act 5 ILCS 14011 et seq.In addition the Contractor shall produce records which are responsive to a request received by the Owner under the Freedom of Information Act so that the Owner may provide records to those requesting them within the time frames required If additional time is necessary to compile records in response to a request then the Contractor shall so notify the Owner and ifpossible the Owner shall request an extension so as to comply with the Act.In the event that the Owner is found to have not complied with the Freedom o fInformation Act due to the Contractor's failure to produce documents or otherwise appropriately respond to a request under the Act, then the Contractor shall indemnify and hold the Owner harmless and pay all amounts determined to be due including but not limited to fines costs attorneys'fees and penalties PAGE 41 The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract,whether in contract,tort,breach of warranty or otherwise,in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any ease-case,not more than 10 years after the date of Substantial Completion of the Work.The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. PAGE 42 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions eetild not have been reasonably anticipated-and-had an adverse effect on the scheduled construction. 15.2.1 Claims,excluding those...here the ndit on givinga to the Claim is fi fst dice ve.oa fte f expir-ation a fthe arising under Sections 10.3, 10.4 and 11.5, maybe referred to the Initial Decision Maker for action.A decision by the Initial Decision Maker shall not be binding and shall not be required as a condition precedent to mediatien of any Claim.if an initi al deeission has Additions and Deletions Report for AIA Document A201—2017.Copyright 01911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 15 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) not been r-eader-ed within 30 days after-the Claim has been r-efeffed to the initial Derision Maker-,the paFty asseftin the Claim may deffiand media4ion and binding dispute resolution withetit a deeision having been r-eadefed.Unless the initial Derision Maker-a-ad all affeeted pafties agree,the Initial Peeision Maker-will not deeide dispti4es be ween the G entmet-of and per-sons o«tit' tl than the Ownerllt[ Q tion. PAGE 43 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim,or indicating that the Initial Decision Maker is unable to resolve the Claim.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker,of 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 mselu4ien.litigation. 15.2.6 Either party may file for fnediation-litigation of an initial decision at any time,subject to the terms of Section 15.2.6.1. 15.2.6.1 Either party may,within 30 days from the date of receipt of an initial decision,demand in writing that the other party file for medialiGn-iti atg ion.If such a demand is made and the party receiving the demand fails to file for medi"iet}litigation within 30 days after receipt thereof,then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. 15.3 Mediatkm 15.3.1 Claims,disputes,er-other-matters ffri sing out of er-related to the Coa4wt,exeept these waived as pmvided for-in Seetions 9.10.4,9.10.5,and 15.1.7,shall be subjeet to mediation as a eondition pr-eeedent to binding dispute r-eselution. Mpdiatie;;Pr-eeedtifes in effeet an the date of the Agreement.A r-eques,fer mediation shall be made in§ 15-3.2 The paAies shall endeavoF to resolve theif Painis by media4ien whieh,unless the paFties mutually agree event, delivered to the ethei-7 paFty to the GentEaet,and filed with the pefsen or-entity administer-ing the mediatien.The request may be made eeneuFfendy with the filing of binding dispute Fesolution pr-eeeedings but,in seeh mediation shall PFOGeed in a&anee of binding dispate r-eselution pr-eeeedings,whieh sha4l be stayed pending mediation fer-a period of 60 days&em the date of filing,unless stayed for-a lengef period by agreement ef the pafties- seleetion ef the ar-bitri#or(s)and agree upon a sehediale for-later-pr'0eeediag&. 15.3.3 Either-pafty may,wigiin 30 days ffofn the date that media4ien has been eaneluded withet4 resolution of the dispute or-60 days after-mediation has been demanded wit-hout resolution of the dispute,demand in vniting that the othef pafPf file for-binding dispute resolution. if sueh a defR-md-is ml-Rd-e- Rand the paFty r-ereiving the deniand fails to file fef binding dispute resolution within 60 days after-r-eeeipt thereof-,then both pat4ies waive their-rights to bindin 15.3.4 The paFties shall share the fnediater's fee and any filing fees equaily.The mediation shall be held in the plaeo where the Pr-ejeet is loeated,unless another-loeation is mutually agreed npen.Agr-eements r-eaebed in mediation shall 154 Arbdfaten Pr-ojeet is loeated,unless another-leeation is fntniially agreed upon.A demand-fiff shall he made in§ 15.4.1 if the paFties have seleeted mh4ation as the method fer-binding dispute resolution in the AgFeement,an), delivered to the other paFt-y to the GentFaet,and filed with the peHea or-entity administering the ar-bitFatiea.The pafty filing a netiee of demand fef arbitration must assaft in dhe d-em-and all Q Rims thei;ki;own to#tat paFty on whieh Additions and Deletions ReportforAIA DocumentA201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 16 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: 1886990451) 15.4.1.1 A demand for-ar-bitm4iefi shall be fnade no eaflier-than eeaeuffepAly with the filing of a request fe fnediation,bu4 in fie event shall it be fnade after-the date when the institution of legal or-eqUitable pf eeeedifigs based on tten demand for-at-7bitFatiea by the per-soft or-entity administer-ing the ar-bitfatieft sh-all 6f al o v .itable Ylesg o.l:«. s based the Claim.i 15.4.2 The award rvadeFed by the ar-bitmter-or ar-bitra4er-s shall be fiaa4,and judgment may be entered epen it in araeor-damee with YY lieable law in any eetH4 having jur-isdietiEm thereof-. 15.4.3 The foFegoiag agr-eement to ar-bitfate and OtheF a9feements to ar-bit+atewith an additional per-son or-entity duly jBWiSEW600 theMO p",may sfmselidate an itFation seadueted under-this AgFeement with an),other-afbitfMiea to whieh it is a paf:r be aeaselidated substantially ifivelve commen questions of law er-fact,and(3)the ar-bitFMieas employ matefially paFty may inelude byjainder-persons or-entities substantia4ly invelved in a eemmen question of]_Rih,Aff faet whose eonsents in m tiag to sueh joinder.Consent to arN4"en ifivolving an additional per-son or-entity shall not raonstitute eeffsent to -atien eff an),elaim,dispute or-other-fna4tef:in question not deser-ibed in the written eensent. 15.4.4.3 The Ovmer-and GentFarter-grant to any per-son or-entity faade a p",to an arbitration 60ad-1-10#0d 144;dAr-thi Additions and Deletions Report for AIA Document A201—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 17 trademarks of The American Institute of Architects.This document was produced at 16:28:05 ET on 11/08/2024 under Order No.4104245145 which expires on 12/08/2024,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes:1886990451)