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HomeMy Public PortalAbout024-2014 - Metro - John L. Maxwell, Inc d-b-a Maxwell Constructon Co. - Dana Building improvements_k Document A101 rM - 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the 13 day of February in the year 2014 (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status, address and other information) completion. The author may also have revised the text of the original City of Richmond, Indiana AIA standard form. An Additions and 50 North 5th Street Deletions Report that notes added Richmond, IN 47374 information as well as revisions to 765-983-7211 the standard form text is available from the author and should be and the Contractor: reviewed. A vertical line in the left (Name, legal status, address and other information) margin of this document indicates where the author has added John L. Maxwell, Inc., dba Maxwell Construction Company necessary information and where 440 Nowlin Avenue the author has added to or deleted Greendale, IN 47025 from the original AIA text. 812-537-2200 This document has important legal consequences. Consultation with an for the following Project: attorney is encouraged with respect (Name, location and detailed description) to its completion or modification. AIA Document A201 TM-2007, Wolverine Worldwide Existing Office Building Improvements General Conditions of the Contract City of Richmond - Renovation of 1400-1500 Industries Road for Construction, is adopted in this Richmond, IN 47374 document by reference. Do not use with other general conditions unless The Architect: this document is modified. (Name, legal status, address and other information) PAEP Architecture Engineering, PC 1811 4 Mile Road, NE Grand Rapids, MI 49525 616-361-2664 The Owner and Contractor agree as follows. AIA Document A101 T —2007. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING. This AiA Document :s oratected :),/ U.S. Copyright Law and international Treaties. Unautharized ;earn auction o+ distribution of this AiA Document. or any oortion of it 'nay reSUlt in Sea n cM! anti crlinmai penalties, and Niil be prosecuted Eo 'he t maximum exte'it poss:'hie under :he 4aw This document was produced by AIA software at 15:17:37 on 02/05/2014 under Order No.5785794381_1 which expires on 02/0612014, and is not for resale. User Notes: Contract 24—Yy24$9017) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) If, prior to the commencement of the Work, the Owner requires time to file mortgages and other security interests, the Owner's time requirement shall be as follows: § 3.2 The Contract Time shall be measured from the date of commencement. § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than ( ) days from the date of commencement, or as follows: June 6th, 2014 (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.) AIA Document A101 T — 2007. Copyright© 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. 'WARNING This .AiA' Decunient is aroteeaefi by U.a. Copynglut Law aria international Treaties. Jra.jth,— 'ZeIJ 2 reproduction or distribution or this AIA Document_ or any portion of it may -esult n severe civil and criminal penaities, and ,will be prosecuted =o the t maxlr- urr extent possibiu snder the iaw This document was produced by AIA software at 15:17:37 on 02/05/2014 under Order No.5785794381_1 which expires on 02106/2014, and is not for resale. User Notes: (892489017) A penalty of $500.00 per day will be assessed for each day past the substantial completion date. Portion of Work Substantial Completion Date , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be One Million Nine Hundred and Ninety Eight Thousand and Eight Hundred Dollars ($ 1,998,800.00 ), subject to additions and deductions as provided in the Contract Documents. § 4.2 The Contract Sum is based upon 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.) § 4.3 Unit prices, if any: (Identify and state the unit price,- state quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price Per Unit ($0.00) § 4.4 Allowances included in the Contract Sum, if any: (Identify allowance and state exclusions, if any, from the allowance price.) Item Price ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 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. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the 1 st day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the 1 st day of the next month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than thirty ( 30 ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported AIA Document A101 TM — 2007. Copyright© 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WAR 1lna ; 71i is Airy Gocum,,r t is prctectsd by US Copy, iyitt + atrr art,j International 7reaties, UPauthor zet� 3 reprodtrction or dis,r!but[on of ,his AtA Do�dra. rrt. ; r an/ portion of ft. n..y 'esuiI In seu_, _ -iril and _nmin3l penalt,es, and NO I be prosecuted ro +re t mazit tim 2Xtont oo�sible und,2r the law. This document was produced by AIA software at 15:17:37 on 02/05/2014 under Order No.5785794381_1 which expires on 02/06/2014, and is not for resale. User Notes: (892489017) by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Five percent ( 5 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201TM-2007, General Conditions of the Contract for Construction; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of Five percent ( 5 %); .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. § 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.5 of AIA Document A201-2007 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-2007. § 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: (If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.6.1 and 5.1.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) § 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 FINAL PAYMENT § 5.2.1 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 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 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: Sixty One (61) days Init. AIA Document A101 TM — 2007. Copyright© 1915, 1918, 1925, 1937, 1951, 1958 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. 'IV A.RNIN , This Al Document s p oie ted by 3 Copyright Law and inter,)auona, Treaties. Ut, author z ed 4 reproduction or dlstribut.on Or this ;;A Document. or any uurt on of it nay result In seve'e civil and criminal penalties, and will be prosecuted to : �e t maxin%m extac: oossibl.> ujpoa the ;aw This document was produced by AIA software at 15:17:37 on 02105/2014 under Order No.5785794381_1 which expires on 02106/2014, and is not for resale. User Notes: (892489017) ARTICLE 6 DISPUTE RESOLUTION § 6.1 INITIAL DECISION MAKER The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 BINDING DISPUTE RESOLUTION For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. ff the Owner and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court oj'competent jurisdiction.) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201-2007 [ X ] Litigation in a court of competent jurisdiction [ ] Other (Specify) ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2007. § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A201-2007 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 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.) § 8.3 The Owner's representative: (Name, address and other information) David Inderstrodt Maze Design, Inc. 124 South 8th Street Richmond, IN 47374 765-962-1300 § 8.4 The Contractor's representative: (Name, address and other information) AIA Document A101- - 2007. Copyright © 1915, 1918 1925, 1937 1951, 1958 1961 1963, 1967, 1974 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING_ Tli s AIA' bocu!-,,r�t il S. r wwriuht i i v ae o int�enationai rent os. 5 reomaurt,on or d"s:;,butlon of 'his AJA Do urgent. of any portion �f ]t. -iv rpsult ;n seve _wii and criminal penalties, and ti ! oe pros._ _ut. i maxi-urx: a „5t poss biF cinder . ;, raw. This document was produced by AIA software at 15:17:37 on 02/05/2014 under Order No.5785794381_1 which expires on 02/06/2014, and is not for resale. User Notes: (892489017) Clint Crocker Maxwell Construction Company 440 Nowlin Avenue Greendale, IN 47025 812-537-2200 § 8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. § 8.6 Other provisions: Owner's Additional Information - See Exhibit "A" ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 9.1.1 The Agreement is this executed AIA Document A 101-2007, Standard Form of Agreement Between Owner and Contractor. § 9.1.2 The General Conditions are AIA Document A201-2007, General Conditions of the Contract for Construction. § 9.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages Invitation to Bid Invitation to Bid 31 § 9.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Project Manual For Wolverine Worldwide Dated January 8th, 2013 Section Title Date Pages § 9.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Design Plans For Existing Office Building Improvements Wolverine Worldwide Dated 12.13.2013 Number § 9.1.6 The Addenda, if any: Title Date Number Date Pages Addendum 91 1/8/2014 45 Addendum #2 1/15/2014 7 Addendum #3 1/29/2014 12 Addendum #4 2/3/2014 1 Addendum #5 2/5/2014 1 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. § 9.1.7 Additional documents, if any, forming part of the Contract Documents: AIA Document A101T — 2007. Copyright© 1915, 1918, 1925, 1937, 1951, 1958 1961 1963 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. °WARNINa rh,; A;ADacumer . is orstt .aed .)v US, Copyright Law, ind ;ntemattorai UPI author�a�!d ;ec,oduction or d:strshur nn of this ALA' Dacarnent, or any aortion of it may resuit =n severe civil and criminal penalties; and Wil: be prosecuted _c u;e t m.,zim,;rn '10ent nosslefo undo , ir,, taw. This document was produced by AlA software at 15:17:37 on 02/05/2014 under Order No_5785794381_1 which expires on 02/0612014, and is not for resale. User Notes: (892489017) AIA Document E201TM-2007, Digital Data Protocol Exhibit, if completed by the parties, or the following: .2 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201-2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A201-2007. (State bonding requirements, if any, and limits of liabilityfor insurance required in Article 11 of AIA Document A201-2007.) Type of insurance or bond Limit of liability or bond amount ($0.00) Per Specifications Per Specifications This Agreement entered into as of the day and year first A ' OWNER (Signature) Vicki Robinson, Board of Public Works and Safety President (Printed name and title) OWNER (Signature) Dian Lawson, Board of Public Works and Safety Member (Pri e a e and title)IJ 7 ER (Sin ure) Anthony Foster II, Board of Public Works and Safety Member (Printed name and title) OWNER (Si nature) Sully Hutton, Mayor (Printed name and title) Jeff Lyness, Vice President (Printed name and title) AIA Document A1011 — 2007. Copyright© 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. 'WAR >11 NG lrl,,s <IiA 'Document is prctec!eJ oy U.S. i opyrl ht + sw arai tntar i3tion,;! Treaties. Lrauthor��ad recr01A;Ct9an nr l'str,liltian of this A;A` Document_ or airy portion of it may ,-esult !n . ivii and �riminai penalties, and will be prosecuted 7,a the l rcx�n um eater' a s5=bic. vnc.ar rl.,� iaw This document was produced byAIA software at 15:17:37 on 02/05/2014 under Order No.5785794381_1 which expires on 02/0612014, and is not for resale. User Notes: (892489017) OWNER'S ADDITIONAL INFORMATION As referenced in Contract No. 24-2014 Article §8.6 Compliance with Laws. Contractor shall comply with all applicable laws, ordinances, and codes of the Federal, State, and Local governments. Term of Agreement. This Agreement shall become effective when signed by all parties and shall continue in effect until completion of the improvements. As set forth in § 3.3 of Contract No. 24-2014, time is of the essence the Contractor shall achieve Substantial Completion (as defined in § 9.8.1 of the AIA201-2007General Conditions) of the entire Work not later than June 6, 2014 as set forth in Contractor's response to the invitation to bid. In the event services are still being performed and the Work is not Substantially Completed (at any of the location addresses listed in this Agreement) by Contractor under this Agreement, liquidated damages in the amount of Five Hundred Dollars (S500.00) per day for each day past the time for completion as set forth above will be deducted from Contractor's retainage. Compliance With Worker's Compensation Law. Contractor agrees and acknowledges that it is an independent contractor and will not seek Worker's Compensation coverage from Owner in the event that one of Contractor's agents, employees or contractors is injured while performing the terms of this Agreement. Contractor further acknowledges that it will comply with Indiana Worker's Compensation law. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of their home state's worker's compensation law. 4. COMPLIANCE WITH COMMON CONSTRUCTION WAGE LAW Contractor shall comply with all provisions of Indiana Code 5-16-7 Common Construction Wage law, and shall, during all of Contractor's work under this Agreement, provide the Owner with complete and accurate certified payroll documents. Contractor shall use the forms provided by the Department of Public Work and Engineering, unless Contractor has comparable software to generate the certified payroll documents and such software is approved by the Owner. Such documents shall be submitted within forty-eight (48) hours of each pay period for work completed under this Agreement. Should Contractor fail to timely supply the Owner with said documents, or if the Owner has questions concerning the documents submitted, Owner reserves the right to do any of the following: a. Stop payments to Contractor under this Agreement; b. Interview employees to verify wage payments; C. Request from Contractor copies of cancelled payroll checks; d. Report Contractor to the Indiana Department of Labor; EXHIBIT A - Owner's Additional Information to Contract Number 24-2014, Article §8.6 Page 1 of 3 e. Report Contractor to the Internal Revenue Service; f. Consider Contractor to be "non -responsive"; g. Consider Contractor to be in breach of this Agreement; and/or h. Refuse to hire Contractor for future Contracts with the Owner. Withheld payments will not be reinstated until proper certified payroll documents are submitted to the Owner. Withholding, Retainage, and Claims for Payment. Contractor understands, acknowledges and agrees that pursuant to Indiana Code 36-1-12-13 the Owner must provide for the payment of subcontractors, laborers, material suppliers, and those performing services under a public works contractor and further agrees that in the event Contractor fails to timely pay any subcontractor, laborer, or material supplier for the performance of services or delivery of materials under this Agreement that the Board of Public Works and Safety for the Owner shall withhold payments in an amount sufficient to pay the subcontractors, laborers, material suppliers, or those providing services. Contractor further understands, acknowledges, and agrees that the Board shall proceed with the proper administrative procedures initiated as the result of any claims timely filed by any subcontractor, laborer, or material supplier under Indiana Code 36-1-12-12. Prohibition Against Discrimination. 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by Owner under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by Owner and all future earnings may be forfeited, in the event of a second or any subsequent violation of the terms or conditions of this section of the Agreement. 5. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. EXHIBIT A - Owner's Additional Information to Contract Number 24-2014, Article §8.6 Page 2 of 3 z Compliance with Indiana E-Verify Requirements Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the Owner its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the Owner notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the Owner shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the Owner determines that terminating this Agreement would be detrimental to the public interest or public property, the Owner may allow this Agreement to remain in effect until the Owner procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the Owner for actual damages. Iran Investment Activities. Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event Owner determines during the course of this Agreement that this certification is no longer valid, Owner shall notify Contractor in writing of said determination and shall give Contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the Owner that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the Owner may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the Owner determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the Owner reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. Access to Public Records. Parties understand, acknowledge, and agree that any information received by the Owner may be considered a public record under the Indiana Access to Public Record law and may be treated as such. 10. Miscellaneous. This writing constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. Any previous discussion, negotiation or dialogue relating to the subject matter contained herein is superseded by this Agreement. Furthermore, both parties agree that no discussion, representation or negotiation, other than that contained herein, has transpired relating to the subject matter of this agreement and that neither party is relying upon any negotiation or discussion that took place prior to this agreement. EXHIBIT A - Owner's Additional Information to Contract Number 24-2014, Article §8.6 Page 3 of 3