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2009-04-14 CCPD PacketSOUTHLAKE TEXAS FEES Lee Lewis Construction, Inc. proposes the following fees. PRE -CONSTRUCTION FEE: CONSTRUCTION SERVICES should we be awarded this moiect, 2008 CONTRACTOR 0F THE YEAR ---DAL AS AIA Lee Lewis I 0:'h Largest Builder in the Stat�! -I-z'xas -jr-rp too Gcostruction Manager-at-Ris� Firms in the US Construetion, inc, Init. AIA Document — 2003 and AGC Document 5 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is Also the Constructor AGREEMENT trade as of the Fifth day of May in the year of Twn Thousand N"ine (in ivorzk irdicrare day. month and ear) AMMONS AND DELETIONS: The author of thss document has BETWEEN the Owner;- added intormatvrr needed for is completion. The author may also have revised The text of the original Andy amb5;aant, Mayor AtA standard farm. An Addrions and City of Southlake De)etions Report that notes added 667 N. Carroll av,enue information as well as revisions to Sout=onstruction 2 the standard toms text � available from the author and should be A Manager: reviewed. A vertical line in the lei (A'ame and address) 4 maron of this document indicates where the author has added WHEREAS. the City of Snuthlake, Texas (hereinafter referred to as "O-wner") and rEe�ssa y information and where ). ( the author has added to or deleted {hcreistafter referred Sa a� "Crrnstrlrction l+fian leer"7 desire to from the Original AAA t . enter into an Agreement tinder which Construction Manager will perform smniccs rcltating to the above -named projects on behalf on Owner; This document has important Legal consequences. Consuhation with an WHEREAS Owner and Construction Manager have agreed to enter into ALA attorney is encouragedvrth respect Document A 121 CMc-2003 and AGC Document 565. Standard Forth of Agreement to its cOmPletion or modification. Between Owner and Construction Manager (2003 edition). as the basic form for that ;he 1997 Edition of AIA Document Agreement; and A201, General Donditiorw of the Contract for Construction, is referred WHEREAS certain temts and conditions of that :t gucetment need to be modified to herein. This Agreement requires to comply with applicable laws and policies affecting Owner and Construction Manager modification it othw genr rat in the construction of these projects. Owner and Construction Manager hereby agree to corMions are utilizers. the following antcndmenLs to the Agreement: The Project is: (ilium. address and brief descripfion) City ofSoathlake Department of Public Safety north Facility City of Southlake, Texas Approximately 12 acres at the northeast corder of Ernst Dove Road and worth White Chapel Road. New Public Safety Training Facility for the Department of Public Safety, ":North DPS Training Facility". The Facility will house fare sera -ices. training clasuoorm and training course below -grade firing ranee in Southlake. Texas. It is currently anticipated that the Facility will be approximately 33,400 square feet. The total project casts are currently pmieeted to be anproXi mately S 1 LOW,00100 to 12.000,0000.00 including site work, FFt E—irchitectural fees, Construction Manager at ntA Docurnent Al2t =C-W — 2W3 Aron AGC Documvni W- Copyright a t 99t and M b+ "rne Ar'fe =i n tr a¢r'a. *I Bred Ilse Assoc,>„ i?d Ger:erv, « s� stra�at T ar rw n t , r- 00o'Cvon Of dislriwAions of thTa docurm" s, of ;Mt? ponditin nt it. Moy rmUi In stv&e 6W1 and C send o fi t� r...ssYiv vvm' ex�Cnt ;5,ossiWr u"er ttit taw, T'zs domr.weni was prad-sCel by A;A safe am at I03 on 0213-'2039 wow C;r;er No.7u: le F5w; ! WH--,� er,4ras a-, V17,207 D. aatd is rest tar User Notes: 3zfit 73 stay Risk Fees and soft costs. The Architect is: 0'ame and address) RPGA De,,ign Group, Inc. - Architects I G I S. Jenninv, Avenue. Suite 100 FL Wmh. TX 76104 The Owner and Construction Mana,-er agree as -ci forth below: MA D=MWd A121T*Mc-20M and AGC Dor-umvit 565. Copyright Z, 1991 by The Axmfizanlr-,:4ule of An tights reserve& WARNM'G.' Thr, 4A Ploletlrq'u's'r-�Yd;hk Law 7nd 'tjl�ltl �o �Wrodvctiw" 4�r 0, fa, znv 0! �L's"I- V�-' t'm! an d v'�min I nd wit I be I In, zxi—wm' pDST;`Z'I't 1-1,-,.'T^-,' V�e taw, firs do=mient was cm-ved ty A [Asa sr,.. -are at iew2:03 an OV1321rug undw otde t4oium3a5W_ i wh6ch oqxres W 2172t)l a, and is = for MUL TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS 1.1 Relationship of the Partics 1.2 General Conditions ARTICLE CONSTRUCTION MANAGER'SRESPONSIBILTT]c-S § 2.1 Preconstruction Phase § 7-2 Guaranteed %laxi mum Price Proposal and Contract Time 2.3 Construction Phase 2.4 Profm,6onal Services § 2.5 Hazardous Materials ARTICLE OWNER'S RESPONSIBILITIES § 3.1 Information and Services § 3.2 Owners Designated Representative § 3,3 Architect § 3.4 Legal Requirements ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.2 Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 5.1 Compensation 5.2 Guaranteed Maximum Price § 5.3 Changes in the Work ARTICLE COST OF THE WORK FOR CONSTRUCTION PHASE 6.1 Costs to Be Reimbursed 6.2 Costs Not to Be Reimbursed 8.3 Discourim Rebates and Refunds 6.4 Accounting Records ARTICLE 7 CONSTRUCTION PHASE § 7.1 Progress Payments 72 Final Payment ARTICLES INSURANCE AND BONDS § 8.1 Insurance Required of cite Construction Manazer 8.2 Insurance Required of the Owner U Performance Bond and Payment Bond ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Dispute Resolution 9-2 Other Provisions ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishing Guaranteed Maximum Price 102 Termination Subsequent to Establishing Guaranteed Maximum Price 10.3 Suspension ARTfCLE11 OTHER CONDITIONS AND SERVICES AIA Doct=e"It A121=CMt -2= and AGC Document %5. CopyrlghM t9W, �2003byT,a-AT;sAt—w-, tr4ftie of Arctitac;r a,4 The Assoc�16.1 GenLfW Conra--ots of Amwim Ali riq4ts reserved, La zin:zi per—'-f :L enpy Ono mmozi pen.-Ohez, tit pro�ttcw?" �Z, r.,vtoni pn-,vitu- wrwWr 't", 14:w, Tips &,=-.nom, wm ty A;A softwlve al IEZ2W on 02;13,20C9 wader OZer No,*OM5,%7_1 vlah etrees User Note-r. (386I-133914) ARTICLE I GENERAL PROVISIONS § 1.1 RELATIONSHIP OF PARTIES The Construction Manager accepts the relationship of trust and confidence established -,-ith the Owner by this Agreement. and covenariv, with the Owner to furnish the Construction ManaiTr's reasonable skill and judgment and to cooperate with the Architect in furthering the interests of the Owner to perform the Work defined in the Contract Documents. in accordance with the Owner's requirements and construction cost limitations, as approved by the Council and set forth in the Contract Documents. The Construction ;Manager shall furnish construction services (if allowed in accordance with law) administration and matiagerricni services and use: the Construction Manaver's heist efforts to perform the Project in an expeditious and economical marincr consistent with the interests of the Owner. The Owner shall endcavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for the Project. § 1.1.1 The Contract Documents consist of this Agreement, as amended. Conditions of the Contract. as amended (General. Supplementary and other Conditions). Dra%ings. Specifications. Addenda issued prior to execution of this Agreement. all sections of the Project Manual, other documents listed in this Agreement. Modifications issued after execution of this Agreement. the proposal signed by the Construction Manager, the request for proposals. and Contractor's proof of payment and performance bonds and proof of insurance. These form the Contract, and are as fully a pan of the Contract as it attached to this Agreement or repeated herein. An enumeration of the Contract Documents- other than NWificatiom. appears in Article 11. All Aniended. General. or Supplenixntary Conditions to the General Conditions of the Contract arc also incorporated herein by reference. Any reference to AIA Doccumeni A201-2007 in this Agreement shall be construed as the AIA Document A2012007 as amended. § 1.11 This Agreement. as amended, represents the entire and integrated agreement between the Owner and the Construction .Manage-T and supersedes all prior negotiations. representations or agreement%. either written or oral. This Agreement may be amended only by wnitten Modification approved by the Owner's City Council, and signed by Owners authorized representative and Construction Manager. In the event or conflict. terms and conditions, contained in The Agreement as amended shall take precedence over terms and conditions contained in the General Conditions, as amended. and the terms and condition.-. in the General Conditions: as amended, shall take precedence over all other terms and conditions contained in the other Contract Documents, including the Request for Proposal and any addenda thereto, which takes precedence over the Proposal, unless specifically aorced otherwise herein. and the Proposal, § 1.1-3 The City Council. by majority vote, is the only representative of the Owrw. an home rule municipality. having the power to enter into a contract. to approve chanecs in the scope of the Work. to approve and execute a Chance Order or Construction Change Directive changing the Guaranteed Ma-simum Price. or to agree to an I extension to the date of Substantial or Final Completion. The Owner designates the following as the individual authorized to sign documents, on behalf of the City Council: .err successor. § 1.1.4 The Council designates the authorized representative.-, identified in Paragraph 3.2 to act on its behalrin other respects. J 12 GENERAL CONDITIONS For the Construction Phase. the General Conditions of the contract shall be the AIA@ Document A201 Tv-1997, a+ amended, General Conditions of the Contract for Construction. as amended which is incorporated herein by reference. For the Preconstruction Phase, or in the event that the Preconstruction and Construction Pha,;F--s proceed concurrently. A201 Tm- 1997. as amended, -.hall apply to the Preconstruction Phase only as specifically proAded in this Agreement. The term 'Contractor' as used in A-10 I m- 1997. as amended,shallmean the Construction Manager. ARTICLE CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager shall perform the services described in this Article. The services to be provided under Sections 2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agme after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases will proceed concurrently. snit AIADocument A 12110CMc-20031*W AGC tYocvsrseenl SxS. t opy ighi r I ant! cam: by T he The AsscoaedGvrwat Cty&ar-vs 431 Am enc�,. All rights reszrved- 'w -I RNLIZ-G., k& P'- a ;mcted by c'�Pyr' Un, Zv I isn wl divmbv1= 0 1 V"-*$ I.Zf zny pzrusn it. *n.�T "'nul .'; !;th?&16 '&VO 4'�'mm.* wi V bt pm I,* vwc:.* Mu I MLpr? evr.n! poss2hl a =1 dmr *Me .mow, This do-. -el was n,crC by A"A sotw" 21111,02:03 on 0213:2:Kcq urdw 0',dw ma.10003asaa7j vvtich Wires oA 2 s r 2c,o and rs; =-', for lesp*,ir User Notes: J3W,73391A) 21 PRECONSTRUCTION PHASE 2.1.1 PRELIMINARY EVALUATION The Construction Manager slizall provide a preliminary evaluation of the Owner's program and Project budget requirement,,. each in terms of the other. § 2.1.2 CONSULTATION The Construction Manager with the Architect shall jointly, schedule and attend regular meetings with the Owner. The Construction INIanaect-shall consult with the Owner and Archiwct regarding site use and improvements and thc� selection of materials, building systems and equipment. The Construction Manager shall provide recommendations on construction feasibility. actions designed to minimize adverse effects of labor or material shoriages', time requirements for procurement. installation and construction completion which shall calisfy Owner's little requirements:and factors related to construction cost, including estimates of alternativc designs or material,.;. preliminary budgets and possible economies. During the Pre -Construction Phase, the Construction Manager shall review the Coninact, Documents to ascertain whether the components of the plumbing. electrical and mechanical sveacm., may be constructed without interference with each other. or with the structural or architectural components of the Project, or with existing systems. In the event that conflicts between the systems, are discovered, the Construction Mami- gershall promptly notify thcOwncr and Architect in,%7iting. § 2.1.2-2 Notwithstanding any provision of the General Conditions of the Contract for Construction to the contrary. the Construction Manager shall not be entitled to additional compensation for any delay or disruption to the Work arising from any conflict between the mechanical, -electrical, and plumbing systems with each ether, or with the structural or architectural components of the Work-, or with existing systems, if such conflicts should have been discovered during the Construction Documents Phase by the Construction Manager through the exercise of reasonable diligence, and the Owner and Architect werc not informed of such conflicts as required by Paragraph 11.2.1. This provision shall apply only with respect to conflicts appearing in the Drawings and Specification., pro%ided for the Construction Manage'r's review prior to proposal of a Guaranteed Maximum Prim C� § 2.1.3 PRELIMINARY PROJECT SCHEDULE When Project requirements described in Section -1.1.1 have been sufficiently identified. the Construction Manager shall prepare. and periodically update. a preliminary Project schedule for & Architect's review and the Owner s approval. The Construction Manager shall coordinate and integrate the prdiminary Project schedule with the services and activities of the Owner, Architect Construction Managy .,er and Construction Manager's subcontractors. As <Iesign proceeds, the preliminary Project schedule shall be updated to indicate proposed acd,6tysequences and durations. milestone date-, for receipt and approval of pertinent information. submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long -lead-time procurement. 0%;ma*s occupancy requirements showing portions of the Project having occupancy priority. proposed date of Substantial Completion and proposed date of Final Completion acceptable to Owmer. If preliminary Project schedule updates indicate that previously approved schedules may not be rTrt, the Construction Manager shall make appropriate recorrinxiidations to the Owner and Architect and -,.hall implement necessary corrective action. § 2.1.4 PHASED CONSTRUCTION The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of Drawings :and Specifications so as to facilitate the proposal of a Guaranteed Maximum Price when the Drawings and Specifications are at least ninety percent complete. The Drawing- and Specifications, shall be deemed to be ninety percent complete when all eicracnm of the Drawings and Specifications are not less than ninety percent complelie, as mutually agreed by the Architect and the Construction Manager. 11,5 PRELIMINARY COST ESTIMATES 7-1,5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic design criteria. the Construction Manager shall prepare. for the review of the Architect and approval of the Owner, a PTCHTI-Iinary Cost estimate 111ili7ingarea. volume or similar conceptual estimating technique.-, §7-1,52"`)cnSchcrnaficDesign Documents have been prepared by the Architect and approved by the Owner- the Construction Manager shall prepare, for the review of the Architect and approval of the Owner. a more detailed AIA Document A121MCW-2003 and AGCO=ment by The and The AssocWeadGeneral lists.Cct.-�=,rsd Am en'v.. Air rig his reserved . N-1PNVAG. Tt- do,-v.. z t�l i at -,y US. CopyrtqhLaw I trd d,2 t.cnai ur* a,' unizen of it. May m Suit M d vian d Wirr o',R per � a *es, Ind t�- ed ILA Prvdluctian or d5v�r,,hwivn of hik documer"', v any por.; m,.z murn ev.-,en- pos'at'le unom ate I I W. 771is docum-i was trod; -cedt)yA. !A SW. I v.- are at I "Mon OZ13,100-5, and ordw No, I 00OWSP97-1 W!;i-ct expiz as co V1 7,2010. and is rot for fesa;,- User Nates. (30-617-41914) estimate with supporting data, During the preparation of the Design Development Documents, the Construction Managcr sh-Al update and refine this estimate at appropriate intervals agreed to by the Owner. ;architect and Construction Manager. § 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner. the Construction Manager shall prepare a actailed estimate -with supporting data for review by the Architect and approval by the Owner> During the preparation of the Construction Documents. the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner. Architect and Construction Managcr. § 2.1.5.4 if any estimate submitted to the Owner exceeds previously approved estimates or the ONkmer's budget, the Construction Manager shall make appropriate recommendations to the Owner and Architect for cost reductions. including but not limited to. substitution of materials or revisions or alterations to the Design Development Documents or the Construction Documents. to bring the Project within the Owner's budget, but shall not delete necessan, components of the Project without Owner's City Council' consent. In the event that the quality or scope identified in the estimates are unacceptable or exceed the Owner's identified budget. the Construction Manatrer shall wort; with the Architect to develop options that are .acceptable to Owner and are within the 0%vner's budget, § 2.1,5 SUBCONTRACTORS AND SUPPLIERS The Construction Manager shall seek to develop subcontractor interest in the Project and shall fttrnith to the Owner and Architect for their information a list of possible subcontractors. including suppliers who are to furnish materials or equipment fabricated to a special design. from whom proposals will be requested for each principal portion of the Work. Tate Architect will promptly reply in writing to the Construction i�4anager if the Architect or Owner knotty of any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers. not shall it waive the right of the Owner or Architect Inter to object to or reject any proposed subcontractor or supplier. j § 2.1.7 LONG -LEAD-TIME rEMS The Congruction Manager shall recommend to the Owner and Architect a schedule for procurement of long -lead- time items which will constitute part of the Work as required to meet the Project schedule. If such long -lead-time items are procumd by the Owner. they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal. all contracts for such items shall be assigned by the Owner to the Construction Manager. who shall accept responsibility, for such items as if procured by the Construction Manager. The Construction Manager shall expedite the delivery of bang -lead -tune items. § 11.8 EXTENT OF RESPONSIBILITY The Construction Manager does not warrant or guarantee estimates and st:helules except as may be included as part of the Guaranteed Maximum Price. The recommendations and advice of the Construction Manager concerning design alternatives and poicinial cost savings shall he subject to the review and approval of the Architect, Owner and the Owner's professional consultants. It is not the Construction Manager's responsibility to ascertain that the Drawings and Specifications art; in accordance with applicable laws, statutes, ordinances, building codes, males and regulations. However. if the Construction Manager recognizes or reasonably should recognize that portions of the Drawings and Specifications are at variance with applicable laws. statutes. ordinances, building codes, rules, or regulations." the Corvaruction Manager shall promptly notify the Architect and Owner in writing, § 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION The Constrtction Manager shall comply with applicable laws. regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action pro�erams. § 2-2 GUARANTEED MA)CII7MUM PRICE PROPOSAL AND CONTRACT TIME 2.2.1 After "When' at the beginning of this paragraph add "all design elements of": after "Specifications are" add "at least 90 percent": after "complete: add "as determined by the Architect and the Construction Manager.": after "Cost of the Work.' and add ". General Conditions.'. At the end of the existing paragraph add "If any Guaranteed Maximum Price proposal submitted to the Owner exceeds preAciusly approved estimates or the Owner's budget. the Construction Manager shall make appropriate recommendations to the Owner and Architect for cost reductions, Act+ D00Vmrtnt A121=CMt — 2W3 and ACC taQ irrrent 5&5 Capy 'sght 1691 and 2003 t:y it* Am.•rt:,.xn ante at Arttae-..ts arse Toe Assmiated Gencr;9 ttlil fonl,*Mrs of As sign. All tights resented. r1 AARING, This 'do v.,snt as potcc td by UJ S. Ct, pqr ighl Law ;nd b mprodutnon Or dimnauk-m , ,Erik document, W anv pcnton Of 1%r may nmutt m aid crim a rend r.'At S— ¢z rrw < :he 1 maxi -mart exits: it pY)tS ilslvu nde cis? tlr€ its down - rri was Voduced by ALA so`+:ar9 at 1&02= on O IX20 !9 vnd-w order No.i00038W9? r which CxjJ M on Z, 17,2010. ands ro1 roe resale. UswNotes. W-6i' tt!. <t I including but not limited to. substitution of materials or revisions or alterations to the Construction Documents. to bring the Project within the Owner's budget. but shall not delete necessary components of the Project wltbLlut Owner'-, City Council* consent. In the event that the quality or --scope identified in the proposal are unacceptable or exceed the Owner's identified budget. the Construction Manager shall work with the Architect to develop options that are acceptable to Owner. that are within the OwncCs budget. and that meet the Owners requirements for dates of Substantial Completion and Final Completion, The Construction IN-4anager may propose separate Guaranteed Maximum Prices for "cparate Works, within the Project, as schedules and efficiencies dictate. The Construction Manar ,erwill work- with die Architect to achieve a Guaranteed Maximum Price that is fully acceptable tin Otxnerand is within the Owner's budget for the Work and for the Project. 1.2.2 The Guaranteed Maximum Price will contain a separately identified contingency factor (the 'Construction Contingency"), The Construction Contingency is not allocated to any particular item of the Cost of the Work and is established for the Construction Manager's use a� may he required for costs incurred in the 1Vork from unforeseeable causes, or details which should have been anticipated by the Construction Manager at the time of the Owner's approval of the Guaranteed Maximum Price. Such unforeseeable causes or unanticipated details include. but are not limited to. refinement of details of design within the scope of standards, quality and quantities which are reasonably inferable from the Guaranteed Maximum Price documents. the correction or minor defects not relating to design, delays in receipt of materials, and additional costs relating to Subcontractor defaults not reimbursed by the Subcontraclor*s bonding company. The Construction Manager. with Owner's representative's written approval. may utilize the Construction Contingency for any of the above items within the Cost of the Work without the necessity of a Change Order. Without constituting a Change in the scope or the Work. and without resulting in any change in the Guaranteed Maximum Price. Any unforeseeable causes or unanticipated details which exceed the Construction Contingency shall be borne by the Construction Manager at the Construction Manager's sole risk and cxpertsc. All .savings will accrue and be available for use, only as detailed above, by the Construction Manager until the Construction Manager's final accounting. In the final accouming, all supporting documentation for all uses of the Construction Contingency shall be provided to Owner. Upon final accounting, all remaining monies in the Construction Contingency shall accrue to the Owner. The Guaranteed Maximum Price shall also include an Owner's Contingency, which is defined as an allowance established by the Owner for the Owncr's exclusive use. Monies from Owner's Contingency may be spent in the discretion of Owner's Represent. -five and without additional City Council approval. but with subsequent notice to Owner's City Council. Any unused Owner's contingency shall accrue to the Owner. If Construction Manager fails to include a specific line item for OwneCs contingency in the GMP, then the contingency amount shall be split in half 50% shall be the Construction Contingency and 50%shall be Owner's Contingency. tPara,graph drIeted) §22-3 The estimated Cost of the Work shall include the Construction Manager's contingency. asum established by the Construction Manager for the Construction Manager's exclusive use to cover costs arising under Section 2.1-2 and other costs which are properly reimbursable as Cost of the Work but not the basis for a Change Order. and the Owricr*s Contingency, a sum established by the Owner for the Owner's exclusive use to cover costs. per Section 2.2.2. § 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement or its basis, which shall include: .1 A list of the Drawings and Specifications. including all addenda thereto and the Conditions of the Contract, which were used in preparation of the Guaranteed Maximum Price proposal. .2 A list of allowances and a -statement of their basis. .3 A list of the clarifications and assumptions made by the Construction Manager in the preparation of The Guaranteed Maximum Price proposal to -supplement the information contained in the Drawings and Specifications, .4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost organized by trade categories, allowance,,. contingency, and other items and the Fee that comprise the Guaranteed Maximum Price. .5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based. and a schedule of the Construction Documents issuance dates upon which the date of Substantial Completion is bnsed. 6 The Date of Final Completion upon which the proposed Guaranteed Maximum lntt AlADotumentA1211"c-2W3and AGC DccLment%S.Copyrighg I S91 and2OC3 by The Arse ;cant n,!;,nate of Aithix�csand p�--Associated Generzi Conlrazlotso( Antenna. Ali rights reservist .WARNMis evcvmnnt is; in Olt, cled by tea r—tppigth I. Law -ndlnl�mifstunt this documvni, nll-i rcsvllin per—", x-s, Ind will be maximum ement posMltfe undo the law.� Ttise-owmerr, was produted by AIA SotW wam at 18:02:03 on 0Z,1a39 =er CrderNOAO-S365897_1 which Vj*es on Zi 7%20 10, and is rot tot resele. User Notes: Mal 7=1 4) Price is based. which dnzefihall he acceptable to Owner. 7 The Guaranteed Maximum Price propa.sal may not , be based in any part on any subcontract or material supply contract which would require the Owner it) compensate the Construction Manager on other than a maximum cost basis. 2.2.5 The Construction Manager shall meet with the Owner and Architect, to review the Guaranteed ,1�laximum Price proposal and the written statement of its basis. In the event that the Owner or Architect discover ant inconsistencies or inaccuracies in the information presented. iheysbull promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Max i mu in Price proposal. its basis. or both. As soon as feasible after Architects preliminary approval of the Construction Manager's proposed Guarantied Maximum Price as detailed in Amendment No. L the Architect will complete the Amendment forms and return them to the Construction Manager for his review. signature and presentation to Owner's City Council. §2.2.6 The Owner shall be allowed not lee-, than thirty days after receipt to review and take action on the Construction Manager's Guaranteed Maximum Price proposal. Unless the Owner. City Council accepts the Guaranteed Maximum Price proposal by Council action on or before the date specified in the proposal for such acceptance and so notifies the Construction Manager. the Guaranteed Maximum Price proposal shall not be effective without written ;acceptance by the Construction Manager. Acceptance of the Guaranteed Maximum Price by Owner's City Council at a duly -,called Council meeting shall constitute Notice to the Construction Manager of Acceptance of the Guaranteed Maximum Price and Notice to Proceed. The Construction Martagerwill be allowed a maximum of five (5) business days from the date of Owner's Council's approval to obtain the required bond forms and insurance certificates. policies and endorsements and return same to the Architect for review and transmittal to the Owner for Okvner*s final review. § 2.23 Prior to the Owner's acceptance of the Construction Nlartar .ces Guaranteed Maximum Price proposal and issuance of a Notice to Pirocced, the Construction Manager shall not incur any cost to he reimbursed as part of the Cost of the Work. except as the Owner may specifically authorize in writing. § 2Z8 Upon acceptance by the Owners, City Council of the Guaranteed Maximum Price proposal. the City Council Guaranteed Maximum Price and its basis. The date inserted on the first page of Amendment No. I will be the date the Owner's City Council formally accepts the Guaranteed Maximum Price. The Guaranteed Maximum Price shall be subject to additions and deductions only by a change in the Scope of the Work approved by Owner's City Council as provided in the Contract Documents. and the Date of Substantial Completion shall only be subject to adjustment if approved by Owner's City Council as provided in the Contract Documents. § 21.9 The Owner shall authorize and cause the Architect to revise the Drawings and Specification-, to the extent nocxssary to reflect the agreed -upon assumptions and clarifications contained in Amendment No. 1. Such revised Dr;ii%ings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to by the Owner. Architect and Construction Manager. The Construction Manager shall promptly notify the Architect and Owner if such revised Drawings and Specifications are inconsistent with the agreed -upon arqumptioms and cllriftcaliDns. § 2.2.10 The Guaranteed Maximum Price shall not include in the Cost of the Work any taxes from which Owner is exempt which are enacted at the time the Guaranteed Maximum Price is established. § 2-2.11 The Construction Manager shall diligently prosecute and achieve Substantial and Final Completion of the Entire Work as provided in Amendment :No. 1. 2.3 CONSTIRUCTION PHASE 2.3.1 GENERAL 2-3.1.1 The (Poragrapim delered) AIA Docuilnent A121111M-2003 and AGCDocurnenl 5S5. COW19111C I M -M20 31by The AmertanInstitule of Arttitects a xs T re Associated Ge.wral. Conilrz=,= cgk-<e-=.AJ I rig fits. me rVed. Its dd=;-Znt i�,� 33fntc:! a d, by Law in, I A In ,;��Vrre 6V11 Znd C%minal to -C rrnv rtsu, undvr Z'm I'm Thfsdoov�em was traduced by AtAsa!tw2re at I SZ103 on 0213,20D9undr. Order No. expkes cn W-7MI0, and is not to, resa'e. User Notes- (3907M91A) hate of commencement of the Consuuction Phase is the first business day after the Construction Manager's receipt of the written notice to Procccd. as provided in § 8.1.2 of AIA Document A201-2007. as amended and constitutes day zero ('0" ) of &* - stated Completion Time for Work under ths: Amendment. § 7-3.2 ADMINISTRATION § 2.3.2.1. The Construction Manager shall publicly advertise and solicit through competitive purchasing- 4s required by law. competitive sealed proposals from subcontractors for the ptierformance of all major element,; of the Work. § 2.3.2.2 If during the course of recommending proposals. the Construction Manager rc, r=imcnds to Owner a proposal from subcontractor. but the Owner requires another proposal to be accepted. the Owner shall compensate the Construction Manager by a change in price. time, and/or Guaranteed Maximum Price for any additional cost and risk that the Construction Manager inay incur as a result. if such change exists. Construction Manager shall state the additional cast and/or risk in tvriting and shall provide written proof of same before Owner compensates Construction Manager. § 2 2.2.1 The Construction Manager shall include the following specific notices in the information to proposers: .1 The succc, ti4ul proposer's responsibility to provide workers' compensation insuranct in accordance with Texas Labor Corte Chapter 40: .2 The successful proposer':s responsibility to pay prevailing wages pursuant to 'Texas Government Code Chapter 2258: .3 A notice of the rapes tax exemption for the Work and the procedure for obtaining any required exemption verification or certificate: .4 The notice regarding trench and shoring safety required by Texas Health and Safety Code action 750-01" 2.3.2.= Nothing herein shall preclude the Construction :Manager from including other notices mluired or allowed by law." (Raragraphs deleted) § 2.3.2.3 Subcontracts and agreements with :suppliers furnishing materials or equipment fabricated its a special design shall conform to the payment provisions of Sections 7.1.8 and 7.1.9 and shall not be awarded on the basis of crest plus a fee v6thout the prior consent of the Owner. UZ4The Construction Manager shall schedule and conduct weekly or otherwise regularly -scheduled mectings at which the Owner. Architect. Construction Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall prepare and promptly distribute meeting minutes. § 2.3.2.5 Promptly after the Owmer's :acceptance of the Guaranteed Maximum Price proposal. the Construction Manager shall prepare a schedule in accordance with Section 3.10 of A201 Tm-1997, 3s revised including the OwzteCs occupancy requirements. § 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and Architect on the progress of the entire Work. The Consuuciion Manager shall maintain a daily log containing a record of weather. Subcontractors workine on the site, number of workers. Work accomplished. problems encountered and otter similar relevant data as the Owner may reasonably require. The log shalt be available to the Owner and ArchitecL at any time during work hours. and shall be present for discussion at the meetings referenced in subparagraph 2.3.2.4 above. § 2.3.2.7 The Construction Manager shall develop a system of cost control for the Work. including regular monitoring of actual coat for activities in prnj=ss including thanges to the Work approved by Owner.' and lost ASA Dottunent A?2t T+1Ctdc- 2= and AGC Document -I1M Copild8bt t QST and 2t±:13 by The An*ftan tns3�zt: flE A rn eats arut T?s? F *�c� zt� �':e�t Contradws of Amen= An rtgtais resrrve8, %VAR NS, This d�=—.mna is bq u-s. cc>pp igt:t z,I,u 2md t ..tm4tt:cnal t ia�fi•� t3�a.r �casz�ru of lh4 d a.Vms n:. anp fats of 3t, ?. ap t.-,Wl in andwia1 prove n svdn tt t r-1!d.-laces ex;cm potsk :e u.^..:r_r ,ttir LAW, T*rs d-,c=ens was xodsxed by AAA tokware at t 8.'U 03 an 021 sZ03'3 order Order NOACW38547_1 w!� h ear rf--. an V17M10. and ts r4% aor resa=e. t1W moter. ;a961 cstimates for uncompicted tasks and pmpmr ed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect at regular inicrvals. 33.3 The contractor shall bear full responsibility for design and execution of acceptable trenching and shoring procedures. in accordance with Texas Health and Safety Clyde section 7561.121 ez seg.. as further provided in AIA document A201 2007, as amended. To the extent that any pnrtion of the Work requires a trench exc:w ation exceeding five f feet in depth. in accordance with Texas Health and Safety Cone section 136.013ta1. Constniction Manager shall fulls comply. and shall require any applicable subcont actor to comply. with: S 2.3.E Trench excavation safety protection shall be a separate pay item. and shall be based on linear feet of trench excavated. Special shoring requirements shall also be a sepaamte pay item. and shall be based on the square feet of shoring used. Said cost shall be included within the Guaranteed Maximum Price. § 2.4 PROFESSIONAL SERVICES Section 3.12, Ill of A2r)IT`a-1997, as amended, shalt apply to both the Precons€ruction °and Construction Phases. § 2.5 HAZARDOUS MATERIALS Section 10.3 of A201T11-1997. as arnendrd, shall apply to both the Precis struction and Construction Phases_ ARTICLE 3 OWNER'$ RESPONSIBILITIES § 3.1 INFORMATION AND SERVICES § 3.1.1 The. Owner Shall provide full information in a timely manner regarding the requirements of the Project. including a program vhich sets forth the Owner's objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements f Paragraph deleted) § 3.1.3 The Owner shall establish and update an overall budget for the Project. based on consultation with the Construction Manager and Architect, which shall include reasonable contingencies for changes in the Work and other casts which are the responsibility of the Owner. including the Owner's Contingency as provided in Section 2.2.2 § 3.1A STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS ARID REPORTS In the Preconstruction Phase, the Owner shall obtain the following with reasonable promptrims and at the Owner's expense. Such documents shall be provided for information only and are not v•arranted or represented to shoe the conditions at the Project site accurately. Construction Manager may use the information at its own risk and shall use customary precaution rebating to the performance of the Work. notwithstanding the preceding sentences and the delivery of surveys or other documents and reports by Owner. Construction Manager shall perform all work in such a non -negligent manner so as to avoid damaging any utility lines, cables, pipm or pipelines on the Property. C:ontri cior shall be responsible for any damage done to such lines, cables, pipes and pipelines during the Work to the extent that a reasonable and prudent Construction Manager would under the same or similar circumstances. § 3.1.4.1 Reports. surveys. drawings and tests concerning the conditions of the site which arc required by law. § 3A.A.2 Surveys describing physical characteristics. legal limitations and utility locations for the site of the Project. and a written legal description of flee site. The surveys and legal information shall include. as applicable. grades and. tines of street,,. alleys. pavements and adjoining property and structures. adjacent drainage: rights -of -sway, restrictions, easerrients, encroachments. zoning, deed restrictions, boundaries and contours of the site: locations. dimensions and necessary data pertaining to existing buildings. other improvements and trees: and information concerning avMable utility services and lines. berth public and private, above and below grade. including inverts and depths. All information on the survey shall be referenced to a project benchmark. § 3.1.4.3 The services of a gcotechnical engineer when such services are reasonably required by the scope of the Work or the Project and are requested by the Construction Manager and approved by the Owner. Such services may include but are not limited to test borings, test pits, determinations of soil bearing valum percolation tests. evaluations of hazardous materials. ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions. with reports and appropriate professional recommendations. 1niL AJA 0=vr *M A121 TMCW- — 2003 and AGC Document 5£i. COPTigha 1991 arrd 2103 by The Amerran ins 40a of Ar4m--ds and TIe Assam ted General Contra ors d AmeFc& At rig'fs reser+l't-d s" 2 R NG , n s ^'a .s s , is pv ark by US, CcNi" qt. um l & r i, s r a t, L xt.o- .z iIl sr_pdz�n tins ;�r infra ba3�aa vt air, dccr..e>,a. � a.,y r,t7tt:aa c,r r1. •sad re .rr � .,c,rc•rf eir,l aid tr,�. p.z+.�=rs, asrlra.t. w• � stet !a hr } Aril —cum �!%* nl pees zfrtt� vrtdo? E et tar Tans dJowmees! was pMducW by ALA s.r;wa a at on 021 113%%t undw orty N*.1t403E59.47_1 nr Cb ex}u m on 2-17=10, and is :;oa for resa>M. cargo gates:. j3�,Sa'r339ad) § 3A .4.4 Structural. mechanical. chemical, air and water pollution tests. tests for ha7mrdous materials. and tether laboratory and environmental tests, inspection,; and mrwri4 which are required by law. § 3.1A.5 The serices of other consult mts when such scryiccs are rc2sonably required by the -cope of the Work, or the Project and are requested by the Construction Manneenind -approved by, the Owner. § 32 OWNER'S DESIGNATED REPRESENTATIVE Owner's City Council sluill designate one or more auffiorized repres-ent.aives, to act on its behalf in the day-to-day administration of the Project,. to issue stop work orders, and to authorize expenditures within Owner*s contingency. The Owner's City Council designates as its authorized representatives. the following individuals, § 3.3 ARCHITECT The Construction Kanager-s services shall be provided in conjunction xith the smices of an Architect. The terms of the a-anaement between the Owner and the Architect shall be available for inspection by the Construction Manager upon request. § 3.5 INSPECTION AND TESTING The Owner shall provide or contract for, independently of the Construction Manager. the inspection services. the testing of construction materials engineering. and the verificadon testing services necessary for acceptance of the Work by Owner. (Paragraphs delcied) ARTICLE COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES The Outer shall compensate and make payments to the Construction Manager for Preconstruction Phase services as follows: § 4.1 COMPENSATION § 4.1.1 For the senices described in Sections 2.1 and 2.2. the Construction Manager's compensation shall bc calculated as Follows: I Included in Article 5 (State basis of cornpensafian, whether a stipulated sum. Direct Personnel Expense schedide of fees . actual rest. etc Mcfade a siarement rf, relinbursable cost items as applicable.) § 4.1.2 Compensation for Preconstruction Phase Services may be equitably adjusted if such services extend beyond Thirty ( 30 ) days from the date of this Agreement or if the originally contemplated scope of services is significantly modified. § 41.3 If compensation is based on Direct Personnel Expensp- Virect Personnel F-xpensc is defined as the direct salaries orthe Construction Manager's personnel engaged in the Project and the portion of the cost of their mandatory and customary contributions and benefit,, related thereto, such as employment taxes and other statutory employee benefits, insurance. sick leave. holiday,,;, vacations, pensions and similar contribution-, and benefits. 4.2 PAYMENTS 4.11 Payments shall be made monthly following presentation of the Construction Managar'm invoice and. where applicable. shall be in proportion to services performed. § 4.2.2 Payments are due and payable Thirty (30) days from the date the Construction Manager's invoice is received by the Owner. Amounts unpaid after the date on which paymcni is due shall bear interest in accordance with Texas Government Code section 2251.025. 6.00% per annum Init. AtA Doct=entA121rACf4c-2003and AGC Docume.-4565.Copyright ; 1991 ar42=by ili-.eAmeri�-a,ilrz,,:tj,,L-o'A--'%-;Ic-astr,,,The AssocieeZCo-*,i,ft-*a,. to ol A--tafma. All rights murved. WAR, It I UI b sa s to bV !J,S. Copy-,iqhl Uawamd Ta.jes. t ulsos.z-, fd vc!pny v;: 1! 0 -,1 cr diviribix1i a r, 0 -Iwt, d-o-_-If n I. nd any pottm 0 nay rns,-m ;rI "vcm vvil Zrid CH�',v ar�d wDf tt��, prose=, atrl zl� I I�r nvomum, ex If I-,i possible un; r t�"o hart, Tess doanierft was p!,-Iroleo by AlAsoftware at I 81Z2;03 on 021 -12W9 L=lf 0*6--r NO. 100MM-7 I veh::h -XV ifes On 2-z!7;2a10. aid is not 1W fesatq. i9n, Note= 396t -73ZIA) ?Lfsur r laws (lied rLgidrements ander the Federal Triah to Lcliding Avl.. similar vane and local c'onsurner credal !ait_s trod other regularinnx car the Owner's and Crpittrcrctnr's (prifiripctl Places of bushiess. the .loration of Me Project and elsewhere may affect the c rrlidiry nf thLv provision. Zc;al advir :should he iybi rimed frith respect to deletions err rnodiirrrtions. and ralsta rrgarding requireaterasstack as writren disctrasares or waivers.) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES The Owner shall compensate the Construction Manager for Construction phase services as follolts: § 5.1 COMPENSATION § SAA For the Construction Manaager's performance of the Work as described in Section 2.3. the Owner shall pay the Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article G and the Construction Manager's Fee determined as follows. - Compensation shall be d %.,-5C) percent ( ) of the actual Cost of the Work for Work performed pursuant to the Contract. payable as herein provided. provided that the sum of the: Cost of Work and the cost of the Construction Manager's Fee provided by the contract Document. shall not excee the Guaranteed Maximum Price. : provided. however. Construction Manager shall not be entitled to a fee .on any Work that Construction Mana_ cr self performs for the Project~ and further provided that no Construction Manager fee shall be paid on the Construction Manager's Contingency or the Owner's Contingency until funds are allocated from those contingencies to the Cost of the Work. All charges. if any. for General Conditions shall be included in the Construction Managee s fr e> All reimbursement for profit: indirect costs: all telephone bills for all personnel: all facsimile charges: home office personnel and benefits assigned to the Proecv home office overhead and expenses; home office personnel relocation. all borne office accounting. audit. legal. duplication. and data processing fees and expenses; and all travel, meals and lodging shall be deemed to be included in the Construction Manager's fee, (Slane a lurtip stem, percentage of actual Cost of the Work or other provision for determining the Construction Manager's F= and explain how the Construction Managees Fee is to be adjlacted for changes in the Work.) § 5.2 GUARANTEED MAXIMUM PRICE § 5.29 The Guaranteed Maximum Price for the Project shall be added to this Agreement by the execution of Amendment No. 1. as approved by C)uner's City Council. which Amendment No. I shall thereafter be incorporated into this Agreement for all purposes' The sum of the Coast of the Work and the Construction Manager's Fee are Guaranteed by the Comsttuction Manager not to exceed the amount provided in Amendment No. 1. subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sum as adjusters by approved changes in the Work is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. Should the Construction Manager complete the Project for Doss than the Guaranteed Maximum Price. the remaining funds shall be credit--d to the Owner as a deduction from the Guaminced ,Maximum Price- Construction ,Manager shall also return to the Owner all unused fiends from any Contingency account as a deduction frog: the Guaranteed Maximum Price. The Construction Manager shall not participate in any savings. All savings shall be credited to Owner. (Insert offer i t prtrvisit�ns if Me CQnstntction ,.anger is to parricipttir in arq sowings.) § 5.3 CHANGES IN THE WORK § 5.3A Adjustments to the Guaranteed Maximum Price shall be calculated in accordance with ,Article 7 of A201- 2007. as amended, Adjustments to the Guaranteed Maximum Price on account of Owner -approved changes in the Work subsequent to the execution of Amendment No. l provided. however, that no adjustment to the Guaranteed Maximum Price shall become effective unless approved by Owner's City Council. i (PttmgrtrPlrt deletrd) lriit. AiA D=nment A121 r'CMc - 2ari3 and AGC D-urrtert 555.00PWighi 1991 and 2'�3u toy Azrp an irk .:rte 0! Ar?r€Gs a' d a rro Assxr %e test t-ontaclo^s d Ar�nca. All rights reserved YYAf N,N x n h !� 3 zK a5 g s i t } J.S. Cp'tr-4ghl aw d tra izIM 3 rv'Mi'm u a5t r r, ed rz Itpmdu. voI at of „lts DI ., r z nM;m ¢t ri. m,ty . weft C?I vil arrd s s..,at per,7' . ,n. =d w"II .pna�mzv..,V.rs th i :^as r um C cri tp ss=bt zt aka the was p odtMd by AIA s3h'tir re at t81j2;ti3 an 10211 r"c€ C9 tarder o-IteT No. 1 000565S37_1 who $7CfjEres on `G- 17;2010. and is na1 fm msz'e. rasa Notes; {-J6i?33914t ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 COSTS TO BE REIMBURSED § 6.11 The term `Cast of the 'Work" shall mean cost . necessarily incurred by the Construction Manager in the proper performance of the Work and properly charged against the GMP.': Such casts shall be at rates not higher than those customarily paid at the place of tlac Project -except with prior consent of the. Owner. The Cost of the Work- shall include only the items sct forth in this Article 6. C'cast of the Work that exceeds the GMP shall be borne by the Construction hlana_er. § 6.1.2 LABOR COSTS A Wagcc of construction workers directly employed by the Construction Manager to perform minor on site work or as otherwise allowed by applicable law the construction of the Work at the site or. with the Owner's prior written agreement performing sam. at off -she workshops. .2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the cite with the Owncr's agreement but only when directly involved in the Project. Classification Name NIA (If it is intended that the wekges or salaries of certain personnel stationed at the Constncction Manager's principol o ire or offires other trait flue sift offi e droll beincluded in the Cost e' -flue W,r,ork, such personnel shall he ident fled hefou%) fTr,ble deleted) 3 Wages and salaries of the Construction Manager's supervisory or administrative personnel enetced. at factories. workshops or on the mad, in expediting the production or transportation of materials or equipment required for the Mork, but only for that portion of their time required for the Work. .4 Costs paid or incurred by the Construction Manager for employment -related taxes, insurance. contributions, assessments and benefits required by 12w or collective bargaining a�-,crnents, and. for personnel not covered by such agreements. customary benefits such as sick loam medical and health benefits, holidays. vacations and pensions. provided that such costs arc based on swages and salaries included in the Cost of the Work under Sections 6.1.2.1 through 6.12.3- § 6.4.3 SUBCONTRACT COSTS Payments made by die Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. Any Subcontract Wort: to be performed by the Construction Manager's own forces on the basis of a bid or proposal submitted by the Construction Manager per Article 2.3.2.1. as amended, shall be treated as Work performed by a Subcontractor under Article 6,1.3. The Construction ManaRcr's compensation :far such Subcontract Work performed shall be based on the amount of the bid or proposal submitted by the Construction Manager tear such 11(0- rather than "actual costs" as provided elsewhere in Article 6 of this Agreement. Costs paid to the Construction Manager for such Work shall be treated only as "subcontract costs" for purposes of computing the alloswable costs and fees payable to the Construction Manager. § 611.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION .1 Costs. including* vartsporgtion, of materials and equipment incorporated or to be incorporated in the completed construction. .2 Costs of materials describer] in the preceding Sect on 6.1.4.1 in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. L nu.. czcess materials. if any. shall be handed over to the Owner at the completion of the Work, or, at the Owner's option. shall be sold by the Construction ;Manage,-, :amounts realized, if any. from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS 1 Actual Costs, including transportation, installation, maintenance. dismantling and removal of materials. supplies. temporary facilities. machinery. equipment <and hand tools not customarily ouTed by the construction A%arkers. which are prosided by the Construction Mana`*er at the site and fully consumed in the performance of the Work: and cast less salvage valuc on such items if neat fully, lnit AaA Doc ument Al2r MCtic-2003 and AGC Docu m1 Sfr5. Capye1gbt �+i an-d 23(t3 ^y itae! As to iGaw t^v.r ;e of „rr3 c24 & aed The Ass.n=eu Ge-�e?a7 c6mraz 's Of kmt� eta An rights resenetd WAFNZNG. Tms to . Zmctod by U.S Aid h1L7:,-1bZna s *rtr,— umauvhsa ,. ed 13 i Ypr �e aaZ ni., is tr°' a�: of t.*,:s dbta rorv.- a' my p« oia. 05 .., May oi0i � , �rii^>:a�T pszri�3,x�s, 5��, sz�r,t to pr0s.V n1ed N-- lht #I t rx"rn—I' i extltti pxas., we un 7 e :tm t v , rhes C^. =era was p dtmad by ALA m-wtrg at 18:02:03 or hi01OG038a`E971 # e>pets on 211 is2Df 0, and is not for resa'sa. cues Notes, (3W 733912) consumed. mhelhtrsold to others or retained by tbtConsiruction Nilana.-Cr. Cost for items previously used by the Construction lManager shall mean fair market value. .2 Actual rental charges paid by Construction Manager for. machinery , equipment and hand tools not included in 5.1-1 and not customarily owned by the Construction Wriager prior approval. .3 Costs of removal of debris from the .4 Reasonable, accessary and actual Reproduction cosL,, postage and express delivery ch -c arges. of the site at the site office. § 6.1.6 MISCELLANEOUS COSTS I That portion directly attributable to this Contract of the actual cost or premiums for insurance and bonds at rates set by the state regulatory authority. (If charges fnr vett-imurance are robe includedspecify the lads of reinibursement.) (Paragraph deleted) .3 Fees and assessments for the building permit and for other permits. licenses and inspection; for which the Constalcdon Manager is required by the Contract Documents to pay. .4 Fees of lestirlL, laboratories for tests required by the Contract Documents and paid by the Construction Manager, except those related to nonconforming Work other than that for which pa�*�meni is permitted by Section 6. 1.8 -1 Royalties and license fipaid for the use or a particular design, process or product required by The �m Contract Documents: (Paragraphs deleted) .7 DeposWs lost forcauses directly resulting from the Ownces actions or decisions. other than the Construction Manager's negligence or failure to fulfill a specific responsibility to the Owner set forth in this Agreement. (Paragraphs deleted) § 6.1.7 OTHER COSTS .1 Other costs incurred in the performance of the Work if and to the extent approved in advance in %vrifing by the Owner, § 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK The Cost of the Work shall also include costs described in Section 6. 1. 1 which are incurred by the Construction Manager. .1 In taking action to prevent threatened damage. injury or Joss in case of an emergency affecting the safety of persoru; and pmperty. as provided in Section 10.6 of A20 IM- 1997. (Joarrgraph deleted) § 6.1.9 The erases described in Sections 6. 1.1 through 6.1.8 shall be included in the Cost of the Work nor%iihtanding any provision of ATA or A201 T-'11-1 997 or other Conditions of the Contract which may require the Construction L XlanaL,er to pay such costs. unless such cms are excluded by the provisions, of Section )n 6.2 or other provisions of or amendments to this Agreement. 62 COSTS NOT TO BE REIMBURSED 6.2-1 The Cost of the Work- shall not include: .1 Salaries and other compensation of the Construction Managers personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Sections 6.1.2.2 and 6.1.23. .2 Expenses of the Construction Manager*s principal office and offices other than the site officeJ Overhead and general expenses, except as may be expressly included in Section 6. 1. .4 The Construction Managers capital expenses. including interest on the Construction Manager's capital employed for the Work. .5 Rental costs of machinery and equipment, except as specifically provided in Section 6.1.5.2, A Except as provided in Section 6.1.8.2. costs due to the negligence of the Construction Manager or to the failure of the Construction Manger to fulfill a specific responsibility to the 0,%= -set forth in this; Agreement. .7 Costs incurred in the performance of Preconstruction Phase Sea iccs. AIA DowmentA121""cNc-2003 And AGC Document 565-Copyright ,�' 1991 and2003 by The Am--dcan III. *A�eol AvY",5and `rheAa&ooi-,,l--d Genefal Init- Contradv-sof Amer;= Aridghtsresemed.WARWNG- przleVedb�), U-S, C*prnq1%k Lzw mprodarOon Or w try ppvic.-, ON% mre mzutt in an.11 cri"rilmil zntf 14 I —minlin tYlrnt pol,-,iblc toevr *,Io lztw. Tt,11. by AIA So!tWpl h en*es On 211 7,'2-310, and is n-01 for MSSILI User Holes; (39SI 7.33914) .8 Except a., provided in Section 6.1.7.1.. any cost not specifically and expressly described in Section 6.1. .9 Costs which would cause the Guaranteed N•iaximum Price to be exceeded .10 Delay damages or claims... 11 Storage cost.-, unless with prior written Owner approval- 12 All casts intentionally deleted in � £.1 above. including all subsections. subsections. DISCOUNTS, REBATES AND REFUNDS § 6.3.1 Construction Mana> er shall take advantage of all available dlscounm rebates and refunds ror supplies, materials and equipment connected with the Wrork and which conform to the Contract Docurmnts, which discounts. rebates and refunds -hall accrue to the benefit of the Owner. 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 them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Construct -ton Manager with which to make payments; otherwise, casts 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 -hall make provisions a that they can be wcured. § 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section 6.3.1 shall be credited to the Owner as a deduction from the Cost of the work. § 6.4 ACCOUNTING RECORDS § 6.4.1 The Construction Manager sluall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management tender this Contract. the accounting and control system.- shall be satisfactory to the Owner. The Owner and the Owner's, accountants or other representatives shall be afforded access to the Construction Manager`s records. bunks. correspondence. instructions. drawings.. receipts, subcontracts, purchase orders. vouchers. memoranda and other data rclating, tea this Ptvject, and the Construction Manager shall preserve these for a period of twelve years after the date of Final Completion. or for such longer period as may be required by Llw. ARTICLE 7 CONSTRUCTION PHASE (Paragraph deleted) 7.1 PROGRESS PAYMENTS 7.1A Based upon Appiications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect. the Owxrier shall make progress payments on account of the Contract Suin to the Construction Manager as provided below and elsewhere in the Contract Documents. § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows; 7.1.3. The Construction Manager shill submit monthly Applications for Payment to both the Architect and Program Manager.. if applicable, on AIA Form G702 for approval. Continuation sheets shall be submitted on AIA Form G703. if the Architect and Program Manager approve the application, then they shall submit a Certificate for Payment to the Owner. The Architect and Program Manager may require any additional information deemed necessary and appropriate to substantiate the Application for Payment. Materials that are versified to be on the jobsite or other approved location for use in the Project may also be incorporated into the Application for Payment. nt. The Architect and Program Manager shall have seven (7) days from date of receipt from the Cottstnuetion Manager of an Application for Payment to approve or reject all or any part of the Application for Payment. The Owner shall pay the undisputed amounts certified by the Architect and Program Manager to the Construction Manager within forty-five (45) days if Owner's City Council meets once a month. and thirty(30) days. if Owner`s City Council rttcets twice a month, of receipt of the Certificate for Payment from the Architect and Program Manager, unless otherwise provided in the Contract. Documents. Undisputed amounts unpaid after the date on which payment is dire shall bear interest pursuant to Texas Government Code section 221,025, loll AEA Docurztera A121 TMCt tc — 2DA3 and AGC Dot mmernt s6s. Copy^ight �; 194t and 2= ry irse Ar mean 1^< r J e of Archie. L, and 7!� tt?sx <tz tt fsi ^e as Cvm-adom or Ar 46= All by Lm r^l9 a E*cnvfiLPnw3i- at"' �«w,ttu_lron or diStr#butian of thie , S�t•Cz r ±, r. w:�y p„� tv r t it, ,. 'j 'rt'sL 1 m sevcse etf:6 and z;imow Pr.lues, rnoo iq . be as msirn c ttrrl ors, �i tsrl5cr the to>v. This deco-na ;t wu much by AtA sty"hare at f8.4D2:03 on W 1320*01 wvW 0r—,toe Nu.tti 03$5E17_1 whlq�h, wpf bi Jn 2'17`2010, ard'is not ty re a e User Motes; (3%1 T. 3914) r § 7.1.4) ach (application for Payment shall also include a list. with backup data, of how each payment shall be spent. including a list detailing which subcontractors and suppliers will be paid out of funds paid by the Owner and the amount of such payments to subcontractors and suppliers. and in the next payment cycle. proof of each payment to Construction Manager's subcontractors and suppliers after payment. t Paragraphs deleted) § 7.1.5 Each Application for Payment shall be based upon the most recent schedule of valuessubmitted by the Construction Manager in accordance -Mth the Contract Documents. The sclrcdule of values less an), unused Owncr's contingency and unused Construction Manager's contingency.- shall allocate the entire Guaranteed Maximum Price amongthe various portions of the Work, except that the Construction ?Manager's Fee -shall be shown as; a single separate item. The schedule of values shall be prepared in such farm and supported by such data to substantiate its accuracy as the Architect less any unused Owner's contingency and unused Construction Manger's contingency." may require. This schedule. unless objected to by the Architect and Program. Manager, if applicable. shall be used as a basis for reviewing the Construction Managers Applications for Payment. § 7.1.6 Applications for Paymeni shall show the percentage completion of each portion of the Work as of the end or the period covered by the Application for Payment. The percentage completion shall be the percentage of that portion of the Work which has actually been completed. § 7.1.7 Subject to other provisions of the Contract Documents. the amount of each progress payment shall be computed as follows. .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by rnuttiplying the percentage completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion or the Work in the schedule of w).lues. Pz.nding f trial determination of cost to the Owner of changes in the Work-. amounts not in dispute may be included as provided in Article 7 AIA Document of A.20IT4-I997, as amended- even though the. Guaranteed Maximum Price has not yet been adjusted by Change Order. .2 Add 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. Weal; or, if approved in advance by the Owner. suitably stored off the site at a location agreed upon in writing- .3 Add the Construction Manager's Fie.. The Construction Manager°s Fee shall be computed upon the Cost of the Work described in the two preceding Sections at the rate stated in Section 5.1.1 or. if the Construction Manager's Fee it stated as a fixed stem in that. Section. shall be an amount which bears the same ratio to that fixed -sum Fee as the Cost of the Work in the two preceriing Sections bears to a reasonable estimate of the probable Cost of the Work upon its completion. .4 Subtract the aggregaic of previous paymerim made by the Owner. .S Subtract the shortfall, if any, indicated by rite Construction manage; in the documentation required by Section 7.1.4 to substantiate prior Applications rot Payment, or resulting from errors subsequently discovered by the .OAT 's accountanis or other representatives in such documentation. .6 Subtract amounts. if any. for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201 "14--1997 as amendedL .7 Subtract retainage of percent(,,,._%) of the remaining amount, including the Construction Manager's Fee, of the progress Payment. {(state. Under Texas Iasv, if the relainage erceeds jive pament. then the retainage shall be deposited in an interest -hearing acc ant. and the interest earned an the retainuge shad be paid to the Constniction Manager upon completion of the Wort. Texrts Garernment Code section 22752.031) .8 The progress payment amount determined in accordance with this Section shall be further modified under the following circumstancert; .a Add. if Final Completion of the Work is thereafter materially delayed by Owner or Owner's agents through no fault of the Construction Manager. any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-2007, as amended. .b If Owner is entitled to deduct liquidated damages, or any other damages or amounts provided in the Contract Documents, including clean-up fees, then {honer shall be entitled to deduct such liquidated damages, amounts and fees date Construction Manager at any time. .c If constrtsction�Mananer fails or refuses to complete the Wank. or has unsettled claims with Owner. then any final payment to Construction Manager shall be subject to deduction for such eerie AIA Do=:r,"t A121 "*Ct2e - 2M3 and AGC Docomervt 565Copyright T t a9 . and 2t1J' 3 by The Ame i^co insiituts o4 A*ctrire s 8r'd 3' 8 fiSS;0"�&led Cae prat C=?-z=s of ArnenM All rights re;,embd $FA ININC, `s h0..,d0,zU `v*T1 it, p o tvm by t3.5. pyr 2hi Law and tr t� �ri� u t _=tsati�s un uInc aa-:i � $ C'�'d 1sC334rT r>Et3ta{rit r4 of rhea dacsrn_ssi, ai any ;} ='a. � aa> roa'rssr res€ra ,rl sea e G oa gad �trn� W paraffins, gad cfr; r:ra5-. »..?ed?a !teo ? ^axtzz r esre agy$ tr v dar the"!a rr. Tr s d -„err was p'cEf rcoc3 tyy ALA SO ae*e at 1 &02c 13 on Qa ;':32 3 vn er Cxder t a.Yi �3_a 7 i vrr;o L:zSicPs on 2 7=20to, and isr*l tot resale. ` User Notes: {3�st r i33 t �4 1 ,t amounts as Uic Architect anti Pmrr,tnt Manager. if applicable. shall detcrinine as the- cost for completing incomplete Work and the value of unsettled claim,:,. § 71.8 Except with the 0%vaer*s prior written approval. payment.,, to Subcnntractorsshall be subject tea retention of not less than ( 'Fen ) percent ). The Owner and the Construction Manager shall agree upon a mutually acceptable pmceduro for review znd approval of payments and retention for subcontracts. § 7.1.9 Except with the Owner*s prior k�-,rivan approval or it-, offienvis.- provided in Section 9.3.2 or the ATA Document A-10 1 -2007. as amended, the Construction Manager shall not make adv=:e payments to suppliers for materials or equipment which have not been delivered and stared at the site. (Paragraph deleted) § 7.2 FINAL PAYMENT § 7.2.1 Final payment shall be made by the Owner to the Construction Manager when 11) the Contract has been fully performed by the Construction Manager including the Construction Manager*s responsibility to correct nonconforning Work, . and except for the Construction Matinees re.Vonsibility". such Final payment shall be made by the Owner not more than 30 days after the issuance or the Architect's final Certificate. ror Payment. or as follows to satisfy other requirements, if any, which which Owner agree-, in writing necessarily survive Final payment: (2) a final Application for Payment and a final accounting for the Cos( of the Work have been submitted and certified by ibe Construction Manager and reviewed and approved by the Owner's accountants or Other rcprc,ntations. (3) a final Certificate for Payment has then been issued by the Architect and approved by the Program Manager- (4) Construction Manager hoc provided all documents required by Section 3.5.8 of AIA Document A2OITM-2007,2s amended: and (5) Owner's City Council has voted to accept the Work and approved Final Payment. 72.2 The amount of the final payment shall be calculated as follows: .1 Take thc,.;;um of the Cost Of the Work substantiated by the Construction Manager's Final accounting and the Cons=ction Manager's Foe. but not snore than the Guaranteed Nlaximurn Price. .2 Subtract amounts, if any, for which the Architect or Owner disputes, refuses or withholds: pal cent. including liquidated damagc-., if any. .3 Subtract the aggregate of previous payments made by the Owner. .4 The progress payment amount determined in accordance with this Section shall be further modified under the following circumstances: ,a Add. if final completion of the Work is thereafter rnaierialiy delayed by Owner or Owner's agents through no fault or the construction Manager, any additional amounts payable in accordance with Section 9.10.3 of ATA Document A201-2007, as amended. .b If Owner is entitled to deduct liquidated damages, or any other damage.- or amounts provided in the Contract Documents. incl6ding clean-up fees, then Owner shall be entitled to deduct such liquidated damages. arnount and fees due Construction Manager :at any firrie. .c If Construction Manager fails orrefus,-4 to complete the Work. or has unsettled claims with Owner, any Final payment to Construction Manager shall be subject to deduction for such amounts as the Architect and Program Manager. if applicable. shall determine as the cost for completing incomplete Work and the value of unsettled clainis. If the aggregate of previous paymenLr made by the Owner exceeds the amount due the Construction Manaeer. the Constniction Manager shall reimburse the difference to the Owner. AIA Document A121mCMc- 2M3and AGC Document M.copyiqti a 79-oi and2003 by The and TiVASSV,;iat,�dGerei4�1 Init. Ctxwadvs of Amerim An rigbisrest!mt-d. VVARNfnlZ 1IS proucled byVS,ia x Lzw.-md T reatirmUnZUV'mrizzlt 17 ar,-Wibufion of !Ns docurrier;t oq r any qoi��n 0! R.T-my rTfV1,, in w,,. "vvt, ci pml vimnal `rud pelk-s4�m , dwW hp mcmimmim's I! I cw, Undt.. "I n4rw. -i"dxcu---Zerl Wis. pm&� by A I A sott-wam a] I e�GU3 on GZ;132X9ua:*0rrxt No,, X03ES,197; �t� az*---s on 10, and is not for res-a--, - Use: notes. § 7.2.3 The 0wrier's accountant, or other representatives wil I roview and report in writing cm the Construction Manager's final accounting wvithin 30 days after delivery of the final accounting to the :architect by the Construction Manager. Based upon such Cost of the AA'ork as the Owner', account::ints report to be s0stantiated by the Construction Manager's final accounting, and proAded the other conditions of Section 72.1 have been met. the :Architect will. -,%ii.hin sc-ven days ;after receipt of the -mitten report of the Owner`s accountants or outer representatives, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager or notify the Construction Manager and flutter in writing of the Architect's rca ons for withholding a certificate as provided in Section 9.5.1 of A201 T14-1997 _.s amended . The time periods stated in this Section 77.2 supersede those stated in Section 9.4.1 of A201 Tm-1997 as amended. § 7.Z4 If the Owners accountams rather representatives report the Cost of the Work art wbstantiatcd by the Construction. Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall he entitled to proceed in accordance with Article 9 without a further decision of the Architect. unless agreed to otherntise. a demand for mediation other dispute resolution provided in the Contract Documents of the disputed amount shall be made by the Construction Manager wthinlflays Lifter the Construction Manager's receipt. of a copy of the Architect's final Certificate for Payment. Failure to snake such demand within this .3(}-day period shall result in the substantiated amount reported by the Owner's accountants 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 Architects final Certificate for Payment. § U5 If, subsequent to final payment and at the Owner's prior written request, the Construction Manager incurs costs described in Section 6.1 that are"not excluded by Section 6.2 (l ) to correct nonconforming Work or (2) arising from the resolution of disputes. the Owner shall reimburse the Construction Manares :such costs and the Construction Manager's Fee, if any, related thereto on the same basis as if'such casts had been incurred prior to Banal payroe:nt, but not in excess of the Ottaranteed Maximum Price. ARTICLE 8 INSURANCE AND BONDS § 7.3 DAMAGES § 7.3.1 Time is of the essence in all phases of the Work. It is specifically understood and agreed by and betsgee" Owner and Construction Manager that time is of the essence in the Substantial Completion and Final Completion of the Project and Owner shall sustain said deadlines, Such actual and direct damnees are. and will continue to be. impracticable and extremely difficult to determine. Execution of this Agreemcnt under these specifications shall constitute agreement by Owner and Contractor that the amounts stated below are the minimum value of the cost; and actual and direct damages caused by failure of Contractor to substantially complete the work ivithin the allotted times, that such sums arc liquidated direct damages and shall not be construed as a penalty, and that such sums may be deducted from payments due ContrY+ v r if such delay occurs. It is expressly understood that the said stern per day is agreed upon as a fair estimate of the pecuniary damages which will be sustained by the Owner in the event that the. Work is not completed within the agme d time, or within the extended time, if any, otherlc sc provided for herein. Said sum shall be considered as liquidated damages only and in no sense shall be considered a penalty, said darnkiz being caused by additional competasstion to personnel, for loss of interest on money. and other miscellaneous increased costs. all of which are diff icttlt to exactly ascertain. Failure to substantially complete the Work within the designated period, or as it may be extended. shall be construed as a breath of this Agreement. § 7.3.2 It is expressly agreed as a pats of the consideration inducing the Owner it) execute this ,agreement that the Owner may deduct from the Final Payment Conde to the Construction Manager a sum equal to 5 l &00.00 per Clay for each and every additional calendar day beyond the amred date of Substantial Completion. § 7.13 Timely Final Completion is an esscntial condition of this Agreement. Construction Manager agrees to achieve. Final Completion of the Agreement within 30 days of the designated or extended d:fte of Substantial Completion. Owner and Contractor agree that should Construction Manager fail to achieve. Final Completion of the Agreement by the deadline. Owner shall continue to be damaged to a greater degree: by such delay. Construction Manager and Owner agree that the amount of liquidated damages for each calendar day Final Completion is delayed beyond the data set for Final Completion shall be the sum of S1000.00 per day. Gagner may deduct form the Final Payment trade to Construction Manager. or, if sufficient fonds are not available, then Construction Manager shall pay Owner the amounts specified per day for each and every calendar day the breach continues after the dradiine rot Final Completion of she Work. tort ALA Document A121T" Ceti — 2= and ACC Document �S. Copyright 1 as r and 2003 by The Ar e,--xr Co. r=mot ws of At^se°?z;a. All rights reserved. V FVaN This d=u smf IS of .. ed ZY L' S.. opysiptst Len ate.° [ it x 3 ur at T e. tits llrsaur or v,�d �$ er,oducVon of d.,STrib,aii-z'n act Ehis t3=Uner,,. cr ..,,q,P„ t ion a it. ,mzY „ s.,,..M .--,i-AI1c mm.In,.i pe,z;.._r. r,n•e °ves,a to r,Cr"is_'= Kezi to .t�t Mtegmun bztm(posstbic ur;dv the I*ri. This doca erg, was produced by ALA saltymm at iS;D"iM. or 102"I3,20L-e-- r, de€ Omer No-f 00,-385S97 t wtz� ft es on V17r410, ar4 is rat to, <asaie. User Nixes; t3,,H1`r3 3t4t § 7 3.4 Such dam gees sbali be in addition to. and not in lieu of. any other right or remedies Owner may have against Construction Manager for failure to timely achieve Final Completion. If the iVork is not finally completed by the time seat-d in the Agreement. or as extended. no payments for Work completed heysond that time shall he made until the Project reaches Final Completion." § 7 4.f Time is of the essence in all phases of the Work. It is specifically understood and agreed by and between Owner and Construction Islanager that time is of the essence in the Substantial Completion and Final Completion of the Project and Owner shall sustain § 81 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in Section 11.1 of A201"14--1997. Such insurance shall be written for not Iess than the set forth in AIA Document A 0I 2007, as annended linxits. or greater if required by late: (Paragraphs deleted) § 8.2 INSURANCE REQUIRED OF THE OWNER The Owner may purchase and maintain liability and property insurance. including %%givers of subrogation.:ls set forth in Sections 11.2 and 11 A of A20I T'i-} 997. Such 'insurance to protect thinner. as provided in Article I I of Al A Document A201-2007, as amended: (Paragraphs deleted) 8.3 PERFORMANCE BOND AND PAYMENT BOND § 8.G.1 Prior to performing the ;Fork. the Construction Manager er shall provide sepal to performance and payment bonds in accordance with AIA Document A201-2007, Section 11.3 as amended. (Paragraph deleted) ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 DISPUTE RESOLUTION § 9.1_1 Daring both the Preconstruction and Consttmctiort Phases, Clalms, disputes or other matters in question between the parties to this Agreement shall be resolved as provided in Article 4 of A201T41-2007 as amended except that, during the Preconstruction Phase, no decision by the. Architect :shall be a condition precedent to mediation, litigation, or other means of dispute resolution. Notwithstanding anything to the contrary in this A- C, or in any document forming a part her of, there shall be no mandatory arbitration for any dispute arising hereunder. § 9.2 t11'HER PROVISIONS § 9.2A Unless otherwise noted, the terms used in this Agreement shall have the sans: meaning as thou in A20I ; at- 2007 as amended. § 9.2.2 EXTENT OF CONTRACT This Contract. which includes this Agreement and the other documents incorporated herein by reference, represents the entire and integrated aramerrtent bemeen 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 signers by both the Ott-ner and Construction Manager. If anything in any document incorporated into this Agreement is inconsistent with this Agreement. this Agreement shall govern. If any portion of this Agreement is determined to be invalid. unenforceable. or void. then that portion shall be severed, and ass tether portions tsf this Agreement shall remain in full force and effect. § 92-3 OWNERSHIP AND USE OF DOCUMENTS Article 1.6 of A201-M--2007 as amended, shall apply to boA the Preconstruction and Construction Phases. § 9.2.4 GOVERNING LAW The Contract shall be governed by the Stoic of Texas. and mandatory and exclusive venue for any dispute shall be in state district court in the county in which the Owner's main administrative office is located. As a material AIA Document A121=" CMc — 2003 and AGC Document 565. GopyrighV. =29f and 20M by T'-e Antexima brstitutp td Auk s a 1 Tt e tz sod Csenerdl tRtL C.Srlr3,'1.b. , a4 Ali^,.— An eights rtserved. WAt"�ssvi*a{`,F � 1 i� d c.mrm i s Pro,evrxf y L - Ct}pu,!gt l.a s� r'd ar r c't� l ire m-s. l cprs g n't 3 distributkm c' t:05 �tsca^c...k or any�Iirn of 41, moray mes ;t iriscv�ta civi€ n ad kritniantat p_flfl.. r' s' and w'A bt prn>_culv'a ;tom � t triximtn tlrt"l pussib�- undet Vlt- irm rh< d=xneri yeas D'odu,:�ed by AIA so.'!Nve:e at 18:02-403 an tt:11312M tarter order N0'1£Ka X54*7 t w!Nth e*;Wes on Z'1 i.2010< avi is nol 10: resale. j suer 130tM 0"t r"3-121Al consideration of the making if this Contract. the modificatinns to this Contract shall not he construed againq the maker of said modification-. § 9.2.5 ASSIGNMENT Once this Contract is nceepte. and signed by Owncr'r City Council. the Owner and Construction Manager respectively bind themselves. their partners, successors. assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants,. agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2 of A201"TNt-2007 as amcnded,, neither party to the Cuntmct shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent. that party shall nevertheless remain legally responsible for all obligations under the Contract. ARTICLE 1Q TERMINATION OR SUSPENSION 11.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE § 10.1.1 Prior to execution by both parties of Amendment Nn. I establishing the Guaranteed Maximum Price. the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Section 14.1.1. 14.1.2. and 14.1.4 of A201 n(-2007. as amended. § 1 i1.1.2If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to commencement of the Construction Phase. the Construction Manager shall be equitably compent<atcd for Preconstruction Phase Services performed prior to receipt of notice of termination: provided, however, that the. compensation for such services shall not exceed the compensation set forth in Section 4.1.1. § 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 after commencement of the Construction Phase, the Construction Manager shall. in addition to the compensation proNidei in Section )all, be paid an amount calculated as €ollows- .1 Take the Cost of the Work incurred by the Construction Manager. .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 5.1 or. if the Conrtrtaction Managees Fee is stated as a fixed sum in that Section. an amount which betas the same mat'to to that fixed -sum f ov 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 on account of the Construction Phase - The Owner shalt 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 which the O%vmcrelects to retain and which i.s not otherwise included in the Cost of the Work under Section 10. t .3,1. To the extent that I:ne O Amer elects to tales 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 10. execute and deliver all such papers and tare 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 Cottruction Manager under such subcontract.- or purchase ordem Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner s written approval prior to the execution of Amendment No. 1 shall contain provisions permitting assignment to the Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse the Construction Manager with respect to all costs arising under the suocontraet, purchase order or rental agreement except those which would not have been reimbursable as Cost of the Wort: if the contract had not been terminated. If the Owner elects not to accept the a-signment of any subcontract. purchase order or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated. the Construction Manager shall terminate such subcontract. purchase circler or rental agreement and the Owner shalt pay the Construction Manager the costs necessarily incurred by the ConstructionManager byreason of such termination. § 10.2 TERMINATION SUBSEQUENT TO ESTA31JSHING GUARANTEED MAXIMUM PRICE Subsetltent to execution by both parties of Amendment No. 1. the Contract may be terminated as provided in Article 14 of A201 Tm-2007. as amended. IniL AtA Doconent At21 "'CMc — 20G3 and AGC Oocurnerd $85. Copy: ight Q I oa 1 and 20M by Ar i �t anst T^e As&- -Ted Ge :era! Contractors atArnes . At rights reserved. 14APINING.T#�°x,.tttx..-srrn, po 'Z;;med t;y'Q;S; Clopy iahi L w and �d a€eotsa Uzi v hcrK.ad ��l repmodvt ao;} or u;v. ,bu*ian 01 :his =�rre-i. tr �rtY roc Sinn 0* it' m0 rcaL!; th s very r.i V ! a ,d chi-., �t ,�,. �.i , a,-:d V,IM, txe prvia ndet! m the -spri t s eaten, pa'_-sibte Grier i%r t . by AtA s;otry a:rx at I" 43 on SV M2�? uncle der No,I0003ases _i wtnh e cgs on ZI T23, 0. arw is rot for revise. user rates: r39rt rite; § 10.2.1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to Section 14.1.3 of A201 1i_2007. as amended --hall not exceed the smount the Construction Manazer would have been entitled to receive pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. (Paragraph s+f.l red) § 11.3 SUSPENSION The Work may be suspended by the Owner as provided in Article 14 of A2011'1- 2007. as amended: to such case. the Guaizinteed Maximum Price. if established, shall be increased as provided in Section 14.3.2 of A201T`1-2007. aK amended ARTICLE 11 OTHER CONDITIONS AND SERVICES § 11.8 No delay or omission by either of the parties hereto in exercising any right or power accruing upon the noncompliance or failure of performance by the other party hereto of any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A wavier by either of the parties hereto of any of the covenants, conditions or agreements hareuf to be performed by the other parry hereto shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant. condition or agreement herein contained. 11.9 All sums doe hereunder are payable in Southlake. Tarrant County. Texan. 11.10 This agreement. in its entirety. shall tt binding upon all the parties hereto. their respect ivc .successors. heirs_ executors. administrators or assigns. § 11.11 Execution of this Agreement shall constitute approval and acceptance of all terms. covenants and conditions as modified and contained in the Contract Documents. As a material consideration of the making of this Agreement. the ',Iodifications to this Agreement shall not be construed against the maker of said klodifications. § 11.12 By :ign'tng this Agreement. the undersigned certifies as folloA s. "Linder section 231.006. Texas Faritily God$. tine vendor or appiicvnt certifies that the individual or business entity named in the contract, bid. or :application is not ineligible to receive the specified grant. loan. or payment and acknowledges that this contract may be terminated and payment maybe withheld if this certification is inaccurate." § 11.13 Contractor stipulates that Owner is a political subdiivislon of the State of Texas. and as such. may enjoy immunities from suit and liability under the Constitution and laws of the State of Texas. By entering into this Agreement. Owner does not waive any of its immunities from suit and/or liability.. except as other% isc . iiically provided herein and as specifically authorized by law. § 11.14 This :Agreement is subject to ;ill applicable federal and state laws, rules, and regulations. Invalidity of any portion of this Agreement under the laws of the State of Texas or of the United States shall not affect the validity of the remai rider. of this Agreement. § 11.15 The Construction Manger may not assign its responsibilities. duties. obligations and rights tinder this Agreement. without the express written consent of the Owner. This does not prevent Construction Manager frum engaging subwntractors to perform various phases of the Project, but Construction Manager shall be fully responsible to Owner for the work. actions and omissions of all :such subcontractors." § 11.16 Enumeration of Paris of the Agreement. This Agreement comprises the documents listed below. § 11.16.1 The Contract Documents. except for Modifications issued after execution of this Agreement, are enumerated in Paragraph 1.1 and as follows: § 11,16.2 The Agreement is this executed 2W3 edition of the Standard Farm of Agreement Between Owner and Construction manger. AI A Document A 121-2003, as amended. AtA D*cument Ai 21TNCMc 2003 and AGC Document 565 Copyright �t 991 anti 2tM3 by T3-> American tf *3t of ArUitlovs and The Associated Geraat trait• Coil u a-s of An)—a-loa. All rigs as mserved. WARN I KG. Tbis d kmen,t s ; ctev od by U'S. uttl, yri;hl .".w :rnrt tnn"ticnW T-tatur IUM: 'rsxnd 21 r¢.'r^S.i:1':-4;�31 5r. (�' l it5;#29s?ri01"his. Z ='Ur2 i.. Or n'k porlion c1} it. =!'7.$t` e'S?.SEt In sL'vem civil 7nd virni'"at iP!'"no ':"S. an'..°: vA f bo k;, I'hc r, xtrru rxa i poi �Ibir rocs s!�w 34ma Flis co 3 i ,.3 vms pradu:d try AiA sn' wa S dl it<.-,.U* on 42 :v 2s`39 ur sr i7itfe+ids tG 3333a89'r ties ezri re9 E=d V1 i;2010. ans is dill for rvss�e. Uierr Notes: 1733914} § 11A6,3 The Gimeral Conditions ;tre the 2007 edition of the General Conditions of the Contract for Consiniciion, AIA Dcx:urnent A20 1-200-17. as arnended. § 11-16.4 The Project Nianual No. _, including Supplemeniar} and other Conditions. dvtad — and as , follows-, Document Title faces § 11,16.5 The Specifications are those contained in the Project Nianwil dated as in Section 11.4. and are as follows: ( Either list the Specifications here or re ./c Title of Specifications exhibit: 11-16.6 The DrawinL5 area,; follows. and are dated unless a different date is shown below: (Elther list the Drmvings here or re .fe Title of Drawines exhibit: 11.16.7 The Addenda, if any, areax follows; Number Date pap -es Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirement, are also .-numerjted in this Article 11. § 11.16.8 Other documents, if any, forming part of the Contract Documents are as follows: (List here am, addirional documenis that ivv intended to t 40n I jorm furl of dic Contract Docum is. A A Document A2OI-2007 provides that bidding requireme-nis- such as adve)-,Lsenient or incitation in bid, Instructions to Bidders. sample forms and the Cantracior's bid are not pan of the Contract Doctinientv unless enivnerated in this Agreement, They should be listed here onlY if intended to be pari of the Contract Documents.) This Agreement entered into as or the day and year first written above. OWNER CONSTRUCTION MANAGER (Signature) [Signature) Andy Warnbsganss. Nlavor (Printed name and fifle) tPrinted nante and title) Dale ATTEST Date ATTEST AJA Oomment A12110CMc-2003 and AGCDocumerd 5MCOPY691IM1991 a-42003 by The and T be Asson4tedGemral Init. Contract= Of xnvrm AM fights reserved. 7hr s dozul,�en, i szt by U.S. Copy -riQ111 Lzw an'd Tnn4b?. . 22 Nlplact- C,04111 or di I, 111"Tbtivan r, I this do-um*-q, w pny 04 iL Mty rvsuft in sem—e ct2Vi I a ed crinknat pt,-,�a I! ies, v I d wil, t� P:a--Uted ;0 ift>i mazimurn car k.,-,Tpos'saWe urdvr the Aar rh,-,,540=vne1-4 was prcdjc,--,i by A"' sot. -ware M 18=* on O2-:3.2009 under Order Nz.i0003a�997-i Div eTO-es on V1 7=10,;and is ry W. res—zle. Ow notes: M-SI