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HomeMy Public PortalAbout2022.10.07 McCall Golf Club Contract Landscapes Unlimited Document A104™ – 2017 Standard Abbreviated Form of Agreement Between Owner and Contractor Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AGREEMENT made as of the 6th day of October in the year 2022. (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) City of McCall 216 East Park Street McCall, ID 83638 Telephone: (208) 634-7200 and the Contractor: (Name, legal status, address and other information) Landscapes Unlimited, LLC 1201 Aries Drive Lincoln, NE 68512 Telephone: (402) 423-6653 Fax: (402) 423-4487 Idaho Contractor’s License/Registration No. RCE-14216 for the following Project: (Name, location and detailed description) McCall Golf Club 925 Fairway Drive McCall, ID 83638 The Architect: (Name, legal status, address and other information) Druzisky Golf Design 2201 W. Forest Court Eagle, ID 83616 The Owner and Contractor agree as follows. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 2 TABLE OF ARTICLES 1 THE WORK OF THIS CONTRACT 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENT 5 DISPUTE RESOLUTION 6 ENUMERATION OF CONTRACT DOCUMENTS 7 GENERAL PROVISIONS 8 OWNER 9 CONTRACTOR 10 ARCHITECT 11 SUBCONTRACTORS 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 13 CHANGES IN THE WORK 14 TIME 15 PAYMENTS AND COMPLETION 16 PROTECTION OF PERSONS AND PROPERTY 17 INSURANCE AND BONDS 18 CORRECTION OF WORK 19 MISCELLANEOUS PROVISIONS 20 TERMINATION OF THE CONTRACT 21 CLAIMS AND DISPUTES ARTICLE 1 THE WORK OF THIS CONTRACT The Contractor shall execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. In the event of a conflict between the scope of Work or the terms and conditions associated therewith set forth in Exhibit 2 and the scope of Work or terms and conditions set forth in any other Contract Documents, Exhibit 2 shall govern and control. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ ]The date of this Agreement. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 3 [ ]A date set forth in a notice to proceed issued by the Owner. [ X ]Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) October 17, 2022 § 2.2 The Contract Time shall be measured from the date of commencement. § 2.3 Substantial Completion § 2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check the appropriate box and complete the necessary information.) [ ]Not later than ( ) calendar days from the date of commencement of the Work. [ X ]By the following dates: July 1, 2023 Substantial Completion July 8, 2023 Final Completion (including Punchlist) In addition to adjustments of the Contract Time as provided in the Contract Documents, the completion dates set forth above are also subject to adjustment if Contractor does not have full and complete access to the Project site on the date set forth in Section 2.1. In the event the foregoing condition is not met, the completion dates shall be extended on a day-for-day basis until the condition is met. § 2.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § 2.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 2.3, liquidated damages, if any, shall be assessed as set forth in Section 3.5. ARTICLE 3 CONTRACT SUM § 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ X ]Stipulated Sum, in accordance with Section 3.2 below [ ]Cost of the Work plus the Contractor’s Fee, in accordance with Section 3.3 below [ ]Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with Section 3.4 below (Based on the selection above, complete Section 3.2, 3.3 or 3.4 below.) § 3.2 The Stipulated Sum shall be Two Hundred Nineteen Thousand Nine Hundred Dollars ($ 219,900 ), subject to additions and deductions based on units actually installed as well as other changes as provided in the Contract Documents. All additions for more units installed will be paid to Contractor, and all deductions for fewer units installed will be credited to Owner. In both cases, changes will be accomplished by Change Orders signed by Contractor and Owner. § 3.2.1 The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 4 (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) None § 3.2.2 Unit prices, if any: (Identify the item and state the unit price and the quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) See Exhibit 2 § 3.2.3 Allowances, if any, included in the stipulated sum: (Identify each allowance.) Item Price See Exhibit 2 § 3.3 Cost of the Work Plus Contractor’s Fee § 3.3.1 Reserved. § 3.3.2 The Contractor’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the Fee for changes in the Work.) Not applicable – see Section 3.2 for Stipulated Sum § 3.4 Cost of the Work Plus Contractor’s Fee With a Guaranteed Maximum Price § 3.4.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work. § 3.4.2 The Contractor’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the Fee for changes in the Work.) Not applicable – see Section 3.2 for Stipulated Sum § 3.4.3 Guaranteed Maximum Price § 3.4.3.1 The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed Not applicable ($ N/A ), subject to additions and deductions by changes in the Work as provided in the Contract Documents. This maximum sum 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 Contractor without reimbursement by the Owner. (Insert specific provisions if the Contractor is to participate in any savings.) Not applicable § 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) Not applicable § 3.4.3.3 Unit Prices, if any: DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 5 (Identify the item and state the unit price and the quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) Not applicable § 3.4.3.4 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance.) Item Price Not applicable § 3.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based: Not applicable § 3.4.3.6 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 3.4.3.7 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions contained in Section 3.4.3.5. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions contained in Section 3.4.3.5 and the revised Contract Documents. § 3.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any.) None ARTICLE 4 PAYMENT § 4.1 Progress Payments § 4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 4.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: Notwithstanding any provisions to the contrary contained in this Agreement or other Contract Documents, Applications for Payment shall be submitted by the first day of the month, with payments to be made by the twenty-first day of the same month. All payments shall be wired to a designated bank account by the date the payment is due. Wire instructions will be included with each Application for Payment. § 4.1.3 Provided that an Application for Payment is received by the Architect not later than the first day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the twenty-first day of the same month. If an Application for Payment is received by the Architect after the date fixed above, payment shall be made by the Owner not later than twenty ( 20 ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 4.1.4 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold retainage from the payment otherwise due as follows: (Insert a percentage or amount to be withheld as retainage from each Application for Payment and any terms for reduction of retainage during the course of the Work. The amount of retainage may be limited by governing law.) DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 6 Retainage of ten percent (10%) to be held on everything except stored materials and deposits, from which no retainage will be held. Upon Substantial Completion of the Work, Contractor will be paid all retainage within twenty (20) days following the meeting required by Section 4.2.2. § 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) 1 % per month Any amounts on an Application for Payment that are subject to a bona fide, good faith dispute may be withheld from payment for a reasonable time. The balance of the Application for Payment remains due by the date stated above. § 4.2 Final Payment § 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Section 18.2, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted lien waivers or other evidence of payment as required by Section 15.7.2; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 15.7.1. § 4.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows: Notwithstanding any other provisions for final payment to the contrary contained in this Section 4.2 or any other Contract Documents, upon Substantial Completion of the Work, the Contractor and the Owner will meet to list all items of Work which require completion or corrective measures by the Contractor ("Punchlist"), along with the corresponding value of such Punchlist items. Within 20 days of this meeting, Contractor will be paid all monies due under the Contract, less the amounts listed for the Punchlist. Upon completion of the Punchlist, Contractor will be paid the previously assigned value of the Punchlist within twenty (20) days. ARTICLE 5 DISPUTE RESOLUTION § 5.1 Binding Dispute Resolution For any claim subject to, but not resolved by, mediation pursuant to Section 21.5, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ]Arbitration pursuant to Section 21.6 of this Agreement [ X ]Litigation in a court of competent jurisdiction [ ]Other (Specify) If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, claims will be resolved in a court of competent jurisdiction. ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS § 6.1 The Contract Documents are defined in Article 7 and, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 6.1.1 The Agreement is this executed AIA Document A104™–2017, Standard Abbreviated Form of Agreement Between Owner and Contractor, as amended. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 7 § 6.1.2 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203–2013 incorporated into this Agreement.) Not applicable § 6.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages None § 6.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) None Section Title Date Pages § 6.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) McCall Golf Club Master Plan - Layout Details by David Druzisky Golf Course Architect McCall Golf Club Master Plan – Plot by David Druzisky Golf Course Architect dated June 2020 McCall Golf Club Master Plan – Plot by David Druzisky Golf Course Architect dated August 2020 Number Title Date § 6.1.6 The Addenda, if any: Number Date Pages None Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are enumerated in this Article 6. § 6.1.7 Additional documents, if any, forming part of the Contract Documents: .1 Other Exhibits: (Check all boxes that apply.) [ ]Exhibit A, Determination of the Cost of the Work. [ ]AIA Document E204™–2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [ ]The Sustainability Plan: Title Date Pages [ ]Supplementary and other Conditions of the Contract: Document Title Date Pages DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 8 .2 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents.) Exhibit 1 Other Terms and Conditions Exhibit 2 Contractor’s Bid Form dated September 8, 2022 and Clarifications dated July 14, 2022 Exhibit 3 Time and Equipment Rates Exhibit 4 Contractor’s Certificate of Insurance Exhibit 5 Schedule (to be provided in accordance with Section 9.8.1 hereof) ARTICLE 7 GENERAL PROVISIONS § 7.1 The Contract Documents The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable, Supplementary and other Conditions of the Contract), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. If there is any conflict or inconsistency between or among any of the Contract Documents, this Agreement (including the exhibits listed in Section 6.1.7.2), as modified by any Modifications issued after execution of this Agreement, shall govern and control. § 7.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Contractor. § 7.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. § 7.4 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 7.5 Ownership and use of Drawings, Specifications and Other Instruments of Service § 7.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. § 7.5.2 The Contractor, Subcontractors, Sub-subcontractors and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to the protocols established pursuant to Sections 7.6 and 7.7, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect’s consultants. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 9 § 7.6 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 7.7 Reserved § 7.8 Severability The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract. § 7.9 Notice § 7.9.1 Except as otherwise provided in Section 7.9.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering Notice in electronic format such as name, title and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) Except where delivery in electronic format is not permitted by the terms of this Agreement, notice sent by email shall satisfy the notice requirements of the Contract Documents if receipt of the email content can be confirmed, with time of receipt being the uniform time the email enters the information processing system that the recipient has designated or uses for the purpose of receiving email. § 7.9.2 Notice of Claims shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. (Paragraphs deleted) ARTICLE 8 OWNER § 8.1 Information and Services Required of the Owner § 8.1.1 Prior to commencement of the Work and thereafter at any time when Owner fails to make timely payment to Contractor, at the written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. If Owner fails to provide such evidence within seven (7) days following Contractor’s request, the Contractor shall have no obligation to commence or continue the Work until such time that Owner provides reasonable evidence as required herein. If the Work is delayed under this Section 8.1.1, the Contract Time shall be extended appropriately and the Contract Sum shall be adjusted for all costs associated with the delay or suspension. § 8.1.2 The Owner shall furnish all necessary surveys and a legal description of the site. Owner represents and warrants that it holds legal title to the real property on which the Project is to be constructed. Owner further represents and warrants that such real estate is, as of the date of this Agreement, free and clear of any and all liens and encumbrances except those disclosed to Contractor in writing. § 8.1.3 The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 8.1.4 The Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for the construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. Owner shall also secure and pay for the building permit as well as other permits, fees, licenses, and inspections by government DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 10 agencies necessary for proper execution and completion of the Work. All required permits and approvals must be obtained by Owner prior to start of construction or as necessary to avoid interruption or delay in the progress or sequencing of the Work. § 8.2 Owner’s Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or repeatedly fails to carry out the Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order is eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. § 8.3 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to any other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may, pursuant to Section 15.4.3, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including the Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect, or failure. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 21. ARTICLE 9 CONTRACTOR § 9.1 Review of Contract Documents and Field Conditions by Contractor § 9.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 9.1.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, review and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 8.1.2, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies, or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional. § 9.1.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 9.2 Supervision and Construction Procedures § 9.2.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. § 9.2.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. § 9.3 Labor and Materials § 9.3.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 11 facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 9.3.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 9.3.3 The Contractor may make a substitution only with the consent of the Owner, after evaluation by the Architect and in accordance with a Modification. § 9.4 Exclusive Warranty For a period of one (1) year following the date of Substantial Completion of the Work, the Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The exclusive remedy for defective Work shall be as set forth in Section 18.2. Should Owner fail to provide prompt notice of defective work to Contractor, Owner waives any claim for construction defect, breach of contract or breach of warranty. In the event of any conflict between this exclusive warranty and any other provision of the Contract Documents or applicable law, the terms of this exclusive warranty shall control. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, acts of god or normal wear and tear under normal usage. All manufacturer’s warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 15.6.3. § 9.5 Taxes The Contractor shall pay sales, consumer, use, and other similar taxes that are in effect when bids are received or negotiations concluded. § 9.6 Notices and Compliance with Laws The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. (Paragraphs deleted) § 9.7 Allowances The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. The Owner shall select materials and equipment under allowances with reasonable promptness. Allowance amounts shall include the costs to the Contractor of materials and equipment delivered at the site, costs for unloading and handling at the site, labor, installation, all required taxes, overhead, profit, and other associated expenses less applicable trade discounts (collectively, "Costs"). Whenever Costs are more or less than the allowance amounts, the Contract Sum shall be adjusted accordingly by Change Order. § 9.8 Contractor’s Construction Schedules § 9.8.1 The Contractor, promptly after execution of the Contract, shall submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 9.8.2 The Contractor shall perform the Work in general accordance with the most recent schedule submitted to the Owner and Architect. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 12 § 9.9 Submittals § 9.9.1 The Contractor shall review for compliance with the Contract Documents and submit to the Architect Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents in coordination with the Contractor’s construction schedule and in such sequence as to allow the Architect reasonable time for review. By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them; (2) determined and verified materials, field measurements, and field construction criteria related thereto, or will do so; and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. The Work shall be in accordance with approved submittals. § 9.9.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. § 9.9.3 The Contractor shall not be liable for the adequacy or effectiveness of the Specifications, Drawings or other documents prepared by the Owner, Architect or other design professionals, or for the suitability or effectiveness of the materials specified by the Architect, Owner or other design professionals. Further, the Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless the Contract Documents expressly require Contractor to perform such services. If professional design services or certifications by a design professional are specifically required, the Owner and the Architect will specify the performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional. If no criteria are specified, the design shall comply with applicable codes and ordinances. Each Party shall be entitled to rely upon the information provided by the other Party. The Architect will review and approve or take other appropriate action on submittals for the limited purpose of checking for conformance with information provided and the design concept expressed in the Contract Documents. The Architect’s review of Shop Drawings, Product Data, Samples, and similar submittals shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. In performing such review, the Architect will approve, or take other appropriate action upon, the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals. § 9.10 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 9.11 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. § 9.12 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, and surplus material from and about the Project. § 9.13 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. § 9.14 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 13 § 9.15 Indemnification § 9.15.1 The Contractor shall indemnify and hold the Owner harmless from and against claims, damages, losses and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the proportional extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable. Contractor’s indemnification obligations shall not extend to the proportion of any claim, damage, or loss caused by the Owner or someone for whom Owner is responsible. Notwithstanding any other provision to the contrary contained in the Contract Documents or common law, to the extent permitted by law, it is agreed that Contractor shall have no obligation or liability to indemnify or hold Owner harmless from any claims to which Contractor’s indemnification obligations might otherwise arise or apply which are brought or asserted more than one year from Substantial Completion of the Work. § 9.15.2 In claims against any person or entity indemnified under this Section 9.15 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 9.15.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 10 ARCHITECT § 10.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction, until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. § 10.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 10.3 The Architect will visit the site at intervals appropriate to the stage of the construction to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. § 10.4 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 10.5 Based on the Architect’s evaluations of the Work and of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 10.6 The Architect has authority to reject Work that does not conform to the Contract Documents and to require inspection or testing of the Work. § 10.7 The Architect will review and approve or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 14 § 10.8 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputes, and other matters in question between the Owner and Contractor but will not be liable for results of any interpretations or decisions rendered in good faith. § 10.9 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. ARTICLE 11 SUBCONTRACTORS § 11.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. § 11.2 If requested by Owner, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the Subcontractors or suppliers proposed for each of the principal portions of the Work. The Contractor shall not contract with any Subcontractor or supplier to whom the Owner or Architect has made reasonable written objection within ten days after receipt of the Contractor’s list of Subcontractors and suppliers. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 11.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and (2) allow the Subcontractor the benefit of all rights, remedies and redress against the Contractor that the Contractor, by these Contract Documents, has against the Owner. ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 12.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 12.2 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s activities with theirs as required by the Contract Documents. § 12.3 Subject to Section 21.11, the Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a Separate Contractor because of delays, improperly timed activities, or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work, or defective construction of a Separate Contractor. ARTICLE 13 CHANGES IN THE WORK § 13.1 By appropriate Modification, changes in the Work may be accomplished after execution of the Contract. The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, with the Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor, and Architect, or by written Construction Change Directive signed by the Owner and Architect. Upon issuance of the Change Order or Construction Change Directive, the Contractor shall proceed promptly with such changes in the Work, unless otherwise provided in the Change Order or Construction Change Directive. § 13.2 Adjustments in the Contract Sum resulting from a change in the Work shall be based on lump sum pricing, unit prices set forth in Exhibit 2, or time and equipment rates set forth in Exhibit 3, as agreed upon by the parties. Adjustments in the Contract Time resulting from a change in the Work shall be determined by mutual agreement of the parties. Pending final determination of the total cost of a Construction Change Directive, the Contractor may request DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 15 payment for Work completed pursuant to the Construction Change Directive. The Architect will make an interim determination of the amount of payment due for purposes of certifying the Contractor’s monthly Application for Payment. When the Owner and Contractor agree on adjustments to the Contract Sum and Contract Time arising from a Construction Change Directive, the Architect will prepare a Change Order. § 13.3 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. § 13.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted as mutually agreed between the Owner and Contractor; provided that the Contractor provides notice to the Owner and Architect promptly and before conditions are further disturbed. ARTICLE 14 TIME § 14.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing this Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 14.2 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 14.3 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 14.4 The date of Substantial Completion is the date certified by the Architect in accordance with Section 15.6.3. § 14.5 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) any changes in the Work requested or directed by Owner or Architect; (2) a delay in or failure of Owner, Separate Contractors or the Architect to perform their respective obligations; (3) a force majeure event; or (4) any other causes that are not the fault of Contractor, then Contractor shall be entitled to an equitable adjustment to the Contract Time and Contract Sum to the extent such delay had an adverse impact on the schedule or the cost to perform the Work. A "force majeure event" means an event due to any cause(s) beyond Contractor’s reasonable control, including but not be limited to, acts of God; strike; labor dispute or disruption; terrorism; sabotage; war; embargo; explosion; fire; storm; flood; adverse weather; accidents or delay in transportation; court order or injunction; delays by acts or orders of any governmental body or changes in laws or government regulations. The Contract Sum shall be adjusted for all costs associated with delays that are not the fault of Contractor. ARTICLE 15 PAYMENTS AND COMPLETION § 15.1 Schedule of Values § 15.1.1 Where the Contract is based on a Stipulated Sum or the Cost of the Work with a Guaranteed Maximum Price pursuant to Section 3.2 or 3.4, the Contractor shall submit a schedule of values to the Architect before the first Application for Payment, allocating the entire Stipulated Sum or Guaranteed Maximum Price to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy required by the Architect. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 15.1.2 The allocation of the Stipulated Sum or Guaranteed Maximum Price under this Section 15.1 shall not constitute a separate stipulated sum or guaranteed maximum price for each individual line item in the schedule of values. § 15.2 Reserved (Paragraphs deleted) DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 16 § 15.3 Applications for Payment § 15.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 15.1, for completed portions of the Work. Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 15.3.2 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. § 15.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or other encumbrances adverse to the Owner’s interests. (Paragraph deleted) § 15.4 Certificates for Payment § 15.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in whole or in part as provided in Section 15.4.3. § 15.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect’s evaluations of the Work and the data in the Application for Payment, that, to the best of the Architect’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 15.4.3 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 15.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 15.4.1. If the Contractor and the Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 9.2.2, because of .1 defective Work not remedied; .2 third-party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 17 When the above reasons for withholding certification are removed, certification will be made promptly by the Architect and payment will be made by Owner no later than five (5) days thereafter. § 15.4.4 When either party disputes the Architect’s decision regarding a Certificate for Payment under Section 15.4.3, in whole or in part, that party may submit a Claim in accordance with Article 21. § 15.5 Progress Payments § 15.5.1 The Contractor shall pay each Subcontractor, no later than ten days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work, unless Contractor and Subcontractor agree otherwise. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to sub-subcontractors in a similar manner. § 15.5.2 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a Subcontractor or supplier except as may otherwise be required by law. § 15.5.3 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 15.5.4 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If permitted by applicable law, the Contractor can substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 15.6 Substantial Completion § 15.6.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can take possession of the Work. § 15.6.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 15.6.3 Upon receipt of the Contractor’s list, the Architect or Owner will make an inspection to determine whether the Work or designated portion thereof is substantially complete. When the Architect or Owner determines that the Work or designated portion thereof is substantially complete, the Architect or Contractor will issue a Certificate of Substantial Completion which shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 15.6.4 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment applying to the Work or designated portion thereof. Such payment shall be adjusted only for Work that is incomplete or not in accordance with the requirements of the Contract Documents as set forth in Section 4.2.2. § 15.7 Final Completion and Final Payment § 15.7.1 Upon receipt of the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 18 belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions stated in Section 15.7.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. § 15.7.2 Final payment shall not become due until the Contractor has delivered to the Owner lien waivers from each Subcontractor and supplier whose goods and services exceed Twenty Five Thousand Dollars ($25,000) or receipts in full covering all labor, materials and equipment for which a lien could be filed, or a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including costs and reasonable attorneys’ fees. (Paragraphs deleted) ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY § 16.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub-subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation, or replacement in the course of construction. The Contractor shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury, or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, a Subcontractor, a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 16.1.2 and 16.1.3. Notwithstanding the foregoing, Contractor shall not be responsible for any damage or loss to property from any of the causes for which Owner is required to carry property insurance pursuant to Section 17.2.2.2. Further, the Contractor may make a claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 9.15. § 16.2 Hazardous Materials and Substances § 16.2.1 The Contractor is responsible for compliance with the requirements of the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents, and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. § 16.2.2 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area, if in fact, the material or substance presents the risk of bodily injury or death as described in Section 16.2.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 19 § 16.2.3 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. ARTICLE 17 INSURANCE AND BONDS § 17.1 Contractor’s Insurance § 17.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in this Section 17.1 or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the insurance required by this Agreement from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until final payment, unless a different duration is stated below: § 17.1.2 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than One Million Dollars ($ 1,000,000 ) each occurrence, Two Million Dollars ($ 2,000,000 ) general aggregate, and Two Million Dollars ($ 2,000,000 ) aggregate for products-completed operations hazard, providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 9.15. § 17.1.3 Automobile Liability covering vehicles owned by the Contractor and non-owned vehicles used by the Contractor, with policy limits of not less than One Million Dollars ($ 1,000,000 ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of those motor vehicles along with any other statutorily required automobile coverage. § 17.1.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under Section 17.1.2 and 17.1.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 17.1.5 Workers’ Compensation at statutory limits. § 17.1.6 Employers’ Liability with policy limits not less than One Million Dollars ($ 1,000,000 ) each accident, One Million Dollars ($ 1,000,000 ) each employee, and One Million Dollars ($ 1,000,000 ) policy limit. § 17.1.7 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § 17.1.8 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § 17.1.9 Coverage under Sections 17.1.7 and 17.1.8 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § 17.1.10 The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Section 17.1 at the following times: (1) prior to commencement of the Work; (2) upon renewal DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 20 or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the period required by Section 17.1.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy. § 17.1.11 The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § 17.1.12 To the fullest extent permitted by law, the Contractor shall cause the commercial liability coverage required by this Section 17.1 to include (1) the Owner as an additional insured for claims caused by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s Consultants, CG 20 32 07 04. § 17.1.13 Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by this Section 17.1, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 17.1.14 Other Insurance Provided by the Contractor (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits Umbrella Liability $5,000,000 § 17.2 Owner’s Insurance § 17.2.1 Owner’s Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance. § 17.2.2 Property Insurance § 17.2.2.1 The Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder’s risk "all-risks" completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed or materials or equipment supplied by others. The property insurance shall be maintained until final payment has been made to Contractor or until no person or entity other than the Owner has an insurable interest in the property required by this Section 17.2.2 to be covered, whichever is later.. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § 17.2.2.2 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect’s and Contractor’s services and expenses required as a result of such insured loss. § 17.2.2.3 If the insurance required by this Section 17.2.2 is subject to deductibles or self-insured retentions, the Owner shall be solely responsible for all loss not covered because of such deductibles or retentions. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 21 § 17.2.2.4 If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 18.4, "all-risks" property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. § 17.2.2.5 Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Section 17.2.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by this Section 17.2.2. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. If the Owner fails to purchase property insurance required by the Contract, the Contractor may then procure insurance that will protect only the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, then the Owner shall bear all reasonable costs properly attributable thereto, including any costs not covered due to deductibles on the property insurance policy purchased by Contractor. § 17.2.2.6 Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any insurance required by this Section 17.2.2, the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 17.2.2.7 Waiver of Subrogation § 17.2.2.7.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents, and employees, each of the other; (2) the Architect and Architect’s consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by this Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect’s consultants, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 17.2.2.7 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 17.2.2.7.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 17.2.2.7.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 17.2.2.8 A loss insured under the Owner’s property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements, written where legally required for validity, the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 17.2.3 Other Insurance Provided by the Owner (List below any other insurance coverage to be provided by the Owner and any applicable limits.) DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 22 Coverage Limits § 17.3 Performance Bond and Payment Bond § 17.3.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in the Contract Documents on the date of execution of the Contract. § 17.3.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE 18 CORRECTION OF WORK § 18.1 Subject to Section 18.2, the Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed, or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. § 18.2 If, within one year after the date of Substantial Completion of the Work or designated portion thereof, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. § 18.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Section 8.3. § 18.4 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 18.5 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Article 18. ARTICLE 19 MISCELLANEOUS PROVISIONS § 19.1 Assignment of Contract Neither party to the Contract shall assign the Contract without written consent of the other, except that the Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 19.2 Governing Law The Contract shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 21.6. § 19.3 Tests and Inspections Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of all tests, inspections, or approvals unless Exhibit 2 provides otherwise. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 23 § 19.4 The Owner’s representative: (Name, address, email address and other information) Eric McCormick City of McCall, Idaho 216 East Park Street McCall, ID 83638 Telephone: (208) 634-7200 Email: Emccormick@mccall.id.us § 19.5 The Contractor’s representative: (Name, address, email address and other information) Dave Linngren, Regional Manager Landscapes Unlimited, LLC 1201 Aries Drive Lincoln, NE 68512 Telephone: (402) 416-7046 Email: Dlinngren@landscapesunlimited.com § 19.6 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party. § 19.7 Contract Construction Each party hereto has reviewed the Contract Documents to its satisfaction and agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any exhibits hereto or any subsequent Modifications hereof. ARTICLE 20 TERMINATION OF THE CONTRACT § 20.1 Suspension and Termination by the Contractor If (i) the Architect fails to certify payment within seven (7) days as provided in Section 15.4.1 through no fault of the Contractor, (ii) the Owner fails to make payment as provided in Section 4.1.3, or (iii) the Owner otherwise substantially breaches a provision of the Contract Documents, the Contractor may, upon seven additional days’ written notice to the Owner and the Architect, suspend the Work until payment of all amounts owing to Contractor are paid in full. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. The foregoing notwithstanding, if payment is not received by Contractor within fourteen (14) days after the Work has been suspended, Contractor may terminate the Contract by written notice to Owner and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 20.2 Termination by the Owner for Cause § 20.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 20.2.2 When any of the reasons described in Section 20.2.1 exists, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days’ written notice, terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 24 § 20.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 20.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 20.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. § 20.3 Termination by the Owner for Convenience The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Owner shall pay the Contractor for Work executed, including profit and overhead on such Work; costs incurred by reason of such termination, including, but not limited to, demobilization costs, costs attributable to termination of Subcontracts and other agreements, and restocking fees; and a termination fee, if any, as follows: (Insert the amount of or method for determining the fee payable to the Contractor by the Owner following a termination for the Owner’s convenience, if any.) Fifty percent (50%) of the profit and overhead that Contractor would have earned on Work not executed ARTICLE 21 CLAIMS AND DISPUTES § 21.1 Claims, disputes, and other matters in question arising out of or relating to this Contract, including those alleging an error or omission by the Architect but excluding mechanic’s lien claims by Contractor and those arising under Section 16.2, shall be referred initially to the Architect for decision. Such matters, except those waived as provided for in Section 21.11, shall, after initial decision by the Architect or 30 days after submission of the matter to the Architect, be subject to mediation as a condition precedent to binding dispute resolution. § 21.2 Notice of Claims Claims by either the Owner or Contractor shall be initiated by written notice to the other party. (Paragraphs deleted) § 21.3 Time Limits on Claims The Owner and Contractor shall commence all claims and causes of action against the other and arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in this Agreement whether in contract, tort, breach of warranty, or otherwise, within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 21.3. § 21.4 If a claim, dispute or other matter in question relates to or is the subject of a mechanic’s lien, the party asserting such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 21.5 The parties shall endeavor to resolve their disputes by mediation. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 21.6 Intentionally deleted. § 21.7 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Init. / AIA Document A104™ – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 14:33:58 ET on 10/07/2022 under Order No.4104236458 which expires on 09/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1129071951) 25 § 21.8 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, any party to an arbitration may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described in the written Consent. § 21.9 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 21.10 Continuing Contract Performance Pending final resolution of a Claim, except as otherwise agreed in writing, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 21.11 Waiver of Claims for Consequential Damages The Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes, but is not limited to: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to delay by either party, nonpayment by Owner, defective construction or non-conforming Work by Contractor, and either party’s termination of this Agreement. Nothing contained in this Section 21.11 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. This waiver shall survive completion or termination of the Contract. This Agreement entered into as of the day and year first written above. OWNER (Signature)CONTRACTOR (Signature) (Printed name and title)(Printed name and title) DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Brian VitekRobert S Giles 0010252018 OTHER TERMS & CONDITIONS Exhibit 1 1. Notwithstanding anything to the contrary contained in the Contract Documents, in the event of a conflict between any of the Contract Documents and this Exhibit 1, the terms and conditions in this Exhibit 1 will govern and control. 2. If Owner requests a trade of work items, Contractor reserves the right to review the unit prices as outlined in Exhibit 2. Upon this review, unit prices may be adjusted up or down prior to agreeing to an equitable trade. 3. Items included in the bid proposal as an allowance or any future work to be treated as an allowance will include the cost plus 20% for Contractor to perform the work within the allowance. 4. It is the intention of Owner for the Contractor to perform all Work outlined in Exhibit 2. If any item of work on the bid form is either eliminated or reduced in scope, Owner agrees that Contractor will retain 20% of such reduction for overhead, general conditions and partial income. This provision will only apply if the final Contract Sum is less than the original Contract Sum. 5. This project has been estimated using non-union forces. If it becomes necessary to employ union labor for this project, due to Owner directive or in order to continue with the Work to avoid strikes, Owner will reimburse Contractor for additional costs associated with the use of union labor. 6. All pricing for this project is based upon current commodity pricing in effect as of July 14, 2022. Any fluctuations in pricing or supply that increase Project costs will be reimbursed to Contractor by Owner on an actual cost-incurred basis. Owner will be entitled to documentation of such pricing and/or supply fluctuations upon request. 7. Our contract is based on the material quantities per the bid forms, utilizing unit prices to cover any changes in the final installed material quantities. We purchase additional materials for our inventory (that we own and insure) above and beyond the bid quantities in case any changes are made during the staking and execution of the project. This helps reduce/eliminate delays in the progress of the work if changes occur. Any materials in excess of the quantities listed on the bid form that are not installed at the end of the project will remain the property of Landscapes Unlimited unless the Owner wishes to reimburse Landscapes for materials the Owner would like to keep. If there is a reduction in scope that results in restocking fees of the INITIAL bid quantities, the Owner will reimburse the contractor for the restocking fees on any of the initial materials returned. 8. Owner is responsible for hook-up of phone and electricity for Contractor’s office at the Project site. The cost of service and usage will be paid by Contractor. Further, Owner will supply adequate space onsite for Contractor to stage all materials and operations for the Project. 9. Owner understands and agrees that stress cracks will occur in the cart paths and such cracks will not be a cause for replacement unless they prevent the use of the cart paths for their intended purpose. No weed barrier or sealers are included in the installation of the cart paths. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 0010252018 OTHER TERMS & CONDITIONS Exhibit 1 10. A video recording of all cart paths will be taken by the Contractor prior to work commencing, an electronic copy will be provided to both the Owner and Contractor for reference. In addition, notes stating specific locations and conditions of path will be documented on a plan, with condition agreed upon prior to work commencing. Stress cracks will occur in the cart paths and such cracks shall not be a cause for replacement unless they prevent the use of the cart paths for their intended purpose. 11. The parties recognize that conditions may exist, through no fault of Contractor, in which Owner will request an acceleration of Contractor’s Work. Prior to such an order to accelerate, the parties must agree in writing that a separate lump sum payment will be paid to Contractor for all increased costs Contractor will incur during the accelerated work period, including, but not limited to, increased site supervision, equipment overhead, premium time and lost productivity. 12. The removal of unsuitable materials for the stabilization of the subgrade for cart paths, drainage lines or other infrastructure will be considered a change to this Contract and Contractor will be compensated by an increase in the Contract Sum. Contractor will consult with Owner prior to the installation thereof as to the most suitable, cost-effective alternatives. 13. Owner will compensate Contractor for any reconstruction work necessary due to infrastructure or site development by others that impacts the Work under the Agreement. In the event that re- work of items performed by the Contractor is necessary, or special working conditions are required to work around existing or installed infrastructure, Contractor will be compensated on a time and material basis. Further, any work necessary for removing existing infrastructure or discovered items will be the responsibility of Owner. 14. This is a drop-seed agreement, which means upon any seeding, sprigging, sodding, planting or other means of turf or other vegetative installation, Substantial Completion of that portion of the Work will have been reached. Upon Substantial Completion of any portion of the Work, Owner assumes full responsibility for initial watering and all subsequent maturation practices and outcomes including but not limited to, maintenance, watering, germination, sustainability, vegetative viability, turf quality, turf coverage, agronomic programming, staffing, materials, equipment, erosion damage repair, silt mitigation and removal, and maintenance, installation and repair of any erosion control devices, including removal of such devices. If requested by Owner, Contractor will repair erosion for which Owner is responsible at a negotiated price or using the time and equipment rates in Exhibit 3. 15. Owner understands and agrees that the COVID-19 pandemic may impact the time and cost to complete the Work, through no fault of Contractor. Such impacts include, but are not limited to, delays in availability or shipping of materials or equipment, labor shortages or disruptions, costs and productivity losses due to enhanced safety protocols, suspension of work or other restrictions imposed by government entities, and additional labor, housing and equipment costs to comply with quarantine and social distancing best practices. The Contract Sum and Contract Time shall be adjusted for all delays and increased costs resulting from or associated with the COVID-19 pandemic. 16. The proposal is based on compliance with safety protocols currently mandated by state and local law where the project is located. Any additional safety protocols required by Owner or any DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 0010252018 OTHER TERMS & CONDITIONS Exhibit 1 changes in the safety protocols required by law may increase project costs, and such additional costs will be reimbursed to Contractor by Owner. DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 CONTRACTOR’S PROPOSAL AND CLARIFICATIONS Exhibit 2 DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 Brian VitekOctober 12, 2022 | 4:27 AM PDT Robert S Giles CONTRACTOR’S PROPOSAL AND CLARIFICATIONS Exhibit 2 DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 CONTRACTOR’S PROPOSAL AND CLARIFICATIONS Exhibit 2 DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 TIME & EQUIPMENT RATES Exhibit 3 All equipment is operated, fueled and fully maintained. The prices below are for owned equipment. If machinery must be rented for your proposed work, an hourly rate shall be agreed upon before the work begins. Mobilization and de-mobilization costs are not extra if the appropriate crew and equipment is already on site working within the original terms of the agreement. For any additional resources needed to complete the requested T&M work, all shipping costs, travel, living and administrative expenses both to and from job site and while on the job will be billed to customer at cost. (The following wage rates do not include any prevailing wages rates.) DESCRIPTION HOURLY RATE DOZER Crawler Dozer 180 HP (JD850, CAT D6R) $170 Crawler Dozer 140 HP (JD750, CAT D6M) $157 Crawler Dozer 100 HP (JD700, CAT D5K) $148 Crawler Dozer 90 HP (JD650, CAT D5) $139 Crawler Dozer 80 HP (JD 550, CAT D4) $129 EXCAVATORS John Deere – 230 Excavator – (52,410#) $160 John Deere – 200 Excavator – (44,750#) $150 John Deere – 120 Excavator – (26,790#) $135 John Deere Mini-Excavator – 35G – (8,125#) $75 John Deere Mini-Excavator – 50G – (10,850#) $90 John Deere Mini-Excavator – 75G – (18,000#) $110 Tilt Bucket Attachment for Mini-Excavator $35 LOADERS/BACKHOES John Deere 544 G – Front End Loader $148 John Deere 344 G – Front End Loader $111 John Deere 410 – Backhoe $90 John Deere 410 – Backhoe w/breaker $135 John Deere 310 – Backhoe $76 John Deere 310 – Backhoe w/breaker $114 SKID STEER/Compact Track Loader John Deere – 314G – (6,300#) $70 John Deere – 320G – (7,150#) $80 Bobcat T595 Compact Track Loader – (8,000#) $90 John Deere – 332G – (10,000#) $100 ➢ Note: bucket or forks included in pricing above. Any additional attachments would be at an additional cost. TRACTORS/LOADER-GRADING- New Holland 4030 – (76 HP) $120 Ford 250C-260C – (68 HP) $95 Ford 345C – (52 HP) $100 DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 TIME & EQUIPMENT RATES Exhibit 3 Ford 445A-445D- (62 HP) $100 Ford 540B-545D- (66 HP) $104 DESCRIPTION HOURLY RATE TRACTOR ONLY John Deere 4066 – (65 HP) $104 Ford 4610/4630 – (55 HP) $75 Kubota 6030MF – (61 HP) $80 Kubota 5030MF – (50 HP) $75 Kubota 4030MF – (48 HP) $68 Kubota B7100 – (16 HP) $58 TRENCHERS Vermeer T555 Rock Trencher $289 Case 860/960 $139 Case 860/960 – With Rock Wheel $220 Bobcat TL116 or Dingo Walk Behind Trencher $70 IRRIGATION EQUIPMENT (DOES NOT INCLUDE LABOR) 412 – Trac Stars Fusing Machine $90 612 – Trac Stars Fusing Machine $100 14+26 Pit Bull Fusing $50 Sidewall or Socket Machine/Tools $40 TRUCKS 1,800 gal. Water truck $96 Dump Truck – 10 CY $125 Dump Truck – 5/6 CY $79 Dump Truck – 3.5 CY $70 Flatbed Truck $79 Wacker Dumpers-Material Haulers 6001 Dumper – 6.5 Tons Material $115 5001 Dumper – 5.0 Tons Material $100 3001 Dumper – 3.0 Tons Material $90 MISCELLANEOUS (DOES NOT INCLUDE LABOR) Sand-Pro $30 3” Pump $25 2” Pump $17 Generators under 8 hp $22 Concrete Mixers $25 Pick-up $40 Plate-Tamper or Jumping Jack Compactor $25 DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 TIME & EQUIPMENT RATES Exhibit 3 ATV’s/ JD Gators $34 LP600 Laser $20 DESCRIPTION HOURLY RATE ATTACHMENTS (DOES NOT INCLUDE LABOR) Bowie Hydro – Mulcher $130 Straw Bale Shredder $45 Brillion Seeder $42 Gill $20 Vicon or Lely Spreader $32 Laser Box $45 Level Best laser box $50 Dakota Material Spreader $60 Provonost /Material Trailers $35 Box Scraper / Shaping Blade $17 LABOR RATES Overtime rates will apply for time spent more than forty (40) hours in a week. All overtime hours will be billed at time and one-half of the applicable rates above. Holidays and Sundays will be billed at double time or per the established project agreement. 1. Foreman w/pickup $95 2. Foreman w/out pickup $71 3. LUL Skilled Laborer $56 4. General Laborer $44 5. Concrete Finisher $60 DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 CONTRACTOR’S CERTIFICATE OF INSURANCE Exhibit 4 DocuSign Envelope ID: 77307C81-E5EC-46FF-B540-6876EA1A5597 AIA Document G701 - 2017 Change Order PROJECT: CONTRACT INFORMATION CHANGE ORDER INFORMATION McCall Golf Club Contract For: Golf-Renovation Change Order No.: 1 925 Fairway Drive Date: August 30,2023 Date: October 27,2023 McCall,ID 83638 OWNER: ARCHITECT: CONTRACTOR: City of McCall Druzisky Golf Design Landscapes Unlimited,LLC 216 East Park Street 2201 W.Forest Court 1201 Aries Drive McCall,ID 83638 Eagle,ID 83616 Lincoln,NE 68512 The Contract is changed as follows: DESCRIPTION QUANTITY PRICE TOTAL Erosion and Sediment Control I -$1,800.00 $ (1,800.00) Irrigation Repair 1 -$6,250.00 $ (6,250.00) Cart Path Re-Routing&Construction Credit for paving 1 1 15 -$90.00 $ 100,350.00) Cart Path Re-Routing&Construction Without paving,millings only.Deducted uni 445 $71.10 $ 31,639.50 (76,760.50) Total Change Order No.: I Not valid until signed by the Owner and Contractor. The original(Contract Sum)( ' )was $ 365,798.50 $ - Net change by previously authorized Change Orders $ 365,798.50 The(Contract Sum)( )prior to this Change Order was The(Contract Sum)( )will be(inereased)(decreased) � (76.760.50) (unchanged)by this Change Order in the amount of $ 276. 60.50 The new(Contract Sum)( )including this Change Order will be 00 The Contract Time will be(thereased)(decreased)(unchanged)by( 15)days. The Date of Substantial Completion as of the date of this Change Order therefore is: October 25,2023 NOTE: This Change Order does not include adjustments to the Contract Sum,Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor,in which case a Change Order is executed to supersede the construction Change Directive. Landscapes Unlimited,LLC City of McCall Druzisky Golf Design OWNER ARCHITECT CONTRACTOR Address: Address: Address:2201 W. Fo 0i)......_ 1201 Aries Drive 216 East Park Street Eagle, $3616 I Lincoln,NE 68512 McCall.ID 83�3 3,01- / _