R-99-06-24-10F1 - 6/24/1999THE CITY OF ROUND ROCK BIDS EXTENDED
PUBLIC WORKS DEPARTMENT
2008 Enterprise Dr. BY :
Round Rock, Texas. 78664 DATE :
(512) 218 -5555 BID TABULATION SHEET
AND CHECKED
Jim Nuse
6/17/99
1 of 1
CONTRACT : Round Rock Convention Center Comp
ex
LOCATION : Round Rock City Hall
Hensel Phelps
Construction Co.
Bid Bond? Yes
Faulkner
Co.
Bid Bond?
Construction
Yes
Stewart
Bid Bond?
- Matl, Ltd. Co.
Yes
Martin
Const.
Bid Bond?
.
K. Eby
Co., Inc.
Yes
.
DATE: June 17, 1999
ITEM
UNIT
APPROX.
QTY.
UNIT
PRICE
COST
UNIT
PRICE
COST
UNIT
PRICE
COST
UNIT
PRICE
COST
Round Rock Convention Center
Complex
L.S.
1
$15,393,000
$15,400,000
$15,495,000
$16,930,000
TOTAL:
$15,393,000
$15,400,000
$15,495,000
$16,930,000
rrconvention center bidtab /jn /lk
Standard Form of Agreement Between Owner and
Contractor where the basis of payment is a STIPULATED SUM
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS
COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401
AIA Document A201 -1997, General Conditions of the Connocl for Construction, is adopted in this document by reference. Do not use with other general conditions
unless this document is modified.
This document has been approved and endorsed by The Associated General Contractors of America.
Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977. 1987, C 1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to
Legal prosecution.
AGREEMENT made as of the eighth (8th) day of July in the year of 1999.
an words, indicate lay, month and fear)
BETWEEN the Owner:
(Nan., rddress and other information)
and the Contractor
(Name, address and other information)
The Project is:
(Name and location)
The Architect is:
(Name, oddress and other it f nnarron)
The Owner and Contractor agree as follows:
AIA Document Al 01 -1997
1997 Edition - Electronic Format
The City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Hensel Phelps Construction Co.
8322 Cross Park Drive
Austin, Texas 78754
The Round Rock Convention Center Complex
Highway 79, adjacent to Old Settlers Park
Round Rock, Texas
HKS, Inc.
1919 McKinney Avenue
Dallas, Texas 75201
AIA DOCUMENT A 101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
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0 \00005101 .u¢n /lkg
ARTICLE I
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; these 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 Modifications, appears in Article 8.
ARTICLE 2
THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except to the extent 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.
If, prior to the commencement of the Work, the Owner requires time to file mortgages, mechanic's liens and other security
interests, the Owner's time requirement shall be as follows:
Unless the date of commencement is established by a notice to proceed issued by the Owner, the Contractor shall notify the
Owner in writing not less than five (5) days before commencing the Work to permit the timely filing of mortgages, mechanic's liens
and other security interests. In no event shall Work be commenced if Owner does not issue written approval.
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 fro,,, the date of commcnccm...d,
or as fo1L,w.. April 1, 2000.
Mrsert rramber - af cak..d,.• da Ailc• „at
, subject to adjustments of this Contract Time as provided m the Contract Documents.
3.4 If Contractor fails to achieve Substantial Completion of the Work (or any portion thereof) on or before the date(s) specified
for Substantial Completion in the Agreement, Contractor shall pay to Owner, as liquidated damages, (i) the Sum of One Thousand and
No /100 Dollars ($1,000.00) for each calendar day that Substantial Completion is delayed after the date(s) specified for Substantial
Completion, and (ii) the Sum of One Hundred Thousand and No /100 Dollars ($100,000.00) for each scheduled home baseball game
(which schedule is enumerated on Exhibit "A” attached hereto and incorporated herein for all purposes) that Round Rock Baseball,
Inc. is unable to conduct in the Project Improvements due to failure of Contractor to have achieved Substantial Completion in
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - TIIE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W -, WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
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accordance with the Contract Documents. It is hereby agreed that the liquidated damages to which Owner is entitled hereunder are a
reasonable forecast of just compensation for the harm that would be caused by Contractor's failure to achieve Substantial Completion
of the Work (or any portion thereof) on or before the date(s) specified for Substantial Completion in the Agreement. It is agreed that
the harm that would be caused by such failure, which includes loss of expected use of the Project areas, provision of alternative storage
facilities and rescheduling of moving and occupancy dates, is one that is incapable or very difficult of accurate estimation. It is hereby
agreed that if Substantial Completion of the Work (or any portion thereof) is not achieved on or before thirty (30) days after the date(s)
specified for Substantial Completion in the Agreement, the harm that would be caused to Owner cannot be reasonably forecast because
it would include business disruption to Owner in addition to loss of expected use of the Project areas, provision of altemative storage
facilities and rescheduling of moving and occupancy dates. Thus, the liquidated damages set forth herein and above will cease to be
assessed under the Contract Documents after thirty (30) days after the date(s) specified for Substantial Completion in the Agreement,
and Owner shall thereafter rely on its remedies under the Contract Documents and at law and in equity, including without limitation,
the recovery of actual damages. The date(s) specified for Substantial Completion of the Work (or any portion thereof) in the
Agreement shall be subject to adjustment as provided in the Contract Documents.
Alternate No. 5
Alternate No. 7
Alternate No. 9
Alternate No. 10
Alternate No. 11
Alternate No. 15
4.3 Unit prices, if any, are as follows:
5.1 PROGRESS PAYMENTS
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 Fifteen Million One Hundred Sixty- three Thousand and No /100 Dollars ($15,163,000.00), subject to additions
and deductions as provided in the Contract Documents.
4.2 The Contract Sum is based upon acceptance of 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. /f decisions on other alternates are to be made by the Owner 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)
Delete wood ceilings at the concourse.
Delete translucent skylight.
Alternate masonry product for fence columns.
Alternate chair product for Type I -Fixed Seating.
Delete the camera platform above the press box.
Alternate for omamental fences and gates.
ARTICLE 5
PAYMENTS
5.1.1 Based upon Applications for Payment submitted to the Architect and Owner by the Contractor and Certificates for Payment
issued by the Architect and not disputed by Owner and/or Owner's lender, 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:
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING, Unlicensed photocopying violates U.S. copyright laws and will subject the violator
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5.1.3 Provided that an Application for Payment is received by the Architect and Owner, and the Architect issues a Certificate of
Payment not later than the tenth (10th) day of a month, the Owner shall make payment to the Contractor not later than the tenth (10th)
day of the next month. If an Application for Payment is received by the Architect and Owner after the application date fixed above,
payment shall be made by the Owner not later than one month days after the Architect issues a Certificate for
Payment.
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 by such data to substantiate its accuracy as the Architect and
Owner may require. This schedule, unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor's
Applications for Payment.
5.1.5 Applications for Payment shall indieate warrant 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 ten percent (10 %). Pending final determination of cost to the
Owner of changes in the Work, amounts not in dispute shall may be included as provided in Subparagraph 7.3.8 of
AIA Document A201 -1997 even though the contract Sum has not yet been adjusted by Change Order;
.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 or Owner has withheld or nullified a Certificate for Payment as
provided in Paragraph 9.5 of AIA Document A201 -1997.
5.1.7 The progress payment amount determined in accordance with Subparagraph 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 a...ount
ninety -five percent (95 %) of the Contract Sum, less such amounts as the Architect shall determine for incomplete
Work, retainage applicable to such Work and unsettled claims; and
(Subparagraph 9.8.5 of AIA Document A201 -1997 requires release of applicable retainage upon Substantial Completion of Work with consent
of surety, fay)
5.1.8
.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 Subparagraph 9.10.3 of AIA Document A201 -1997.
( I f it is intended, prior to Substantial Completion o f the entire W o r k , to reduce or limit the retainage resulting f r o m the percentages inserted in Clauses 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)
AIA DOCUMENT AIOI - OWNER - CONTRACTOR AGREEMENT -1997 EDITION - AIA - COPYRIGHT 1997 • THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D 20006 -5292. WARNING: Unlicensed photocopying violates U.S- copyright laws and will subject the violator
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5.1.9 Except with the Owner's prior written 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
eL8em,., thc,cof, at the
.1 the Contractor has fully performed the Contract
provid..1 .. .
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, eras - fellows. In no event shall final payment be required to be made prior to thirty (30) days after all Work on
the Contract has been fully performed. Defects in the Work discovered prior to final payment shall be treated as non - conforming
Work and shall be corrected by the Contractor prior to final payment and not treated as warranty items.
5.5.3 The Owner agrees to comply with the provisions of V.T.C.A., Govemment Code §2251.001 et. seq.
ARTICLE 6
TERMINATION OR SUSPENSION
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.3 The Owner's representative is: James R. Nuse, P.E.
(Name, address and other information) 2008 Enterprise
Round Rock, Texas 78664
(512) 218 - 5560
Wows
6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201 -1997.
6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201 -1997.
7.1 Where reference is made in this Agreement to a provision of AIA Document A201 -1997 or another Contract Document, the
reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.
(Insert rate of interest agreed upon, if any.)
(Usury laws and requirements under the Federal Truth in Lending Act, similar slate and local consumer credit laws and other regulations at the Owner's and
Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this proviston. Legal advice should be obtained with
respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers)
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N. W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
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7.4 The Contractor's representative is: Ed Calhoun
(name address and other information) Operations Manager, Hensel Phelps
8322 Cross Park Drive
Austin, Texas 78754
(512) 834 - 9848
7.5 Neither the Owner's nor the Contractor's representative shall be changed without ten (10) days' written notice to the other
ply
7.6 Other provisions:
ARTICLE 8
ENUMERATION OF CONTRACT DOCUMENTS
8.1 The Contract Documents, except for Modifications issued after execution of this Agreement as set forth in Article 7 of AIA
Document A201 -1997 (General Conditions), are enumerated as follows:
8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA
Document A 10 1 -1997, as modified herein.
8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document
A201-1997, as modified therein.
8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated , and are as follows:
Document
All Construction Documents titled "Bid Package C"
Title Pages
8.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 8.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to this Agreement)
Section Title
Pages
All specifications titled "Bid Package C" that include all disciplines including Architectural, Structural,
Mechanical, Electrical, Plumbing, Audio Visual, Civil, and Landscape.
8.1.5 The Drawings are as follows, and are dated unless a different date is shown below:
(Either list the Drawings here or refer to an exhibit attached to this Agreement)
Number
Title Date
All Construction Document Drawings titled "Bid Package C" in three bindings that include Architectural,
Structural, Mechanical, Electrical, Plumbing, Audio Visual, Civil, and Landscape.
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W-, WASHINGTON, D.C. 20006 -5292- WARNING: Unlicensed photocopying violates U.S copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
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8.1.6 The Addenda, if any, are as follows:
Number
Addendum No. 1 06/03/99
Addendum No. 2 06/11/99
Addendum No. 3 06/16/99
Date Pages
Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also
enumerated in this Article 8.
8.1.7 Other documents, if any, forming part of the Contract Documents are as follows:
(List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201 -1997 provides that bidding requirements such as
advertisement or invitation w 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)
This Agreement is entered into as of the day and year first written above and is executed in at least three original copies, of
which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to
the Owner.
OWNER
(Sig, a ROBERT - STLUKA
Mayor
ATTEST:
1
NNE LAND, City Secretary
CONTRACTOR
CITY OF ROUND ROCK, TEXAS HENSEL PHELPS CON CTION CO.
(Signature) VIC McNALLIE
Vice President
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
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APRIL 16 - APRIL 23, 2000
MAY 4 - MAY 11, 2000
MAY 20 - MAY 27, 2000
JUNE 10 - JUNE 17, 2000
JUNE 21 - JUNE 24, 2000
JULY 4 - JULY 7, 2000
JULY 17 - 7ULY 28, 2000
AUGUST 3 - AUGUST 12, 2000
AUGUST 23 - AUGUST 30, 2000
/jkg
EXHIBIT "A"
ROUND ROCK EXPRESS BALLPARK
HKS Project No. 6407
SCHEDULE OF ROUND ROCK EXPRESS
HOME DATES
YEAR 2000
General Conditions of the Contract for Construction
AIA Document A201 -1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an attomey is encouraged with respect to its completion or modification. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and endorsed by The Associated General Contractors of America.
Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, ® 1997 by The American Institute of Architects. Fifteenth Edition.
Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and
will subject the violator to legal prosecution.
TABLE OF ARTICLES
1. GENERAL PROVISIONS
2. OWNER
3. CONTRACTOR
4. ADMINISTRATION OF THE CONTRACT
5. SUBCONTRACTORS
6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
7. CHANGES IN THE WORK
8. TIME
9. PAYMENTS AND COMPLETION
10. PROTECTION OF PERSONS AND PROPERTY
11. INSURANCE AND BONDS
12. UNCOVERING AND CORRECTION OF WORK
13. MISCELLANEOUS PROVISIONS
14. TERMINATION OR SUSPENSION OF THE CONTRACT
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright
laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation
until the date of expiration as noted below.
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1.1 BASIC DEFINITIONS
1.1.1 THE CONTRACT DOCUMENTS
1.1.2 THE CONTRACT
1.1.3 THE WORK
1.1.5 THE DRAWINGS
1.1.6 THE SPECIFICATIONS
1.1.7 THE PROJECT MANUAL
ARTICLE I
GENERAL PROVISIONS
The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other
documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment
to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change
in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other
documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid
or portions of Addenda relating to bidding requirements) .
The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the
parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or
modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1)
between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub - subcontractor, (3) between the Owner and
Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to
performance and enforcement of obligations of Contractor under the Contract intended to facilitate performance of the Architect's duties.
The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed,
and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's
obligations. The Work may constitute the whole or a part of the Project.
1.1.4 THE PROJECT
The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which
may include construction by the Owner or by separate contractors.
The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work,
generally including plans, elevations, sections, details, schedules and diagrams.
The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems,
standards and workmanship for the Work, and performance of related services.
The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the
Contract and Specifications.
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright
laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation
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LL8 FINAL COMPLETION
The date of Final Completion shall be the date the Contract Documents have been fully performed. all of the Work has been completed
and a final Certificate for Payment approved by the Owner has been issued by the Architect.
1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by
the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all;
performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from
them as being necessary to produce the indicated results.
1.2.1.1 In the event of c.nff ex.lanat. notes in e Drawin s ake . recedence over • .hic indic • tions lar • e s ale drawin s and
details take precedence over smaller scale drawings, and figured dimensions take precedence over scaled dimensions. Where figures)
dimensions are not indicated. scaled dimensions .y be used upon approval by the Architect. The Contractor shall verify all dimensions
both figured and scaled. by measurements of conditions and of the Work in place.
1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the
Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.
1.2.3 Unless otherwise stated in the Contract Documents, words which have well -known technical or construction industry meanings
are used in the Contract Documents in accordance with such recognized meanings.
1.3 CAPITALIZATION
1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles
and identified references to Paragraphs, Subparagraphs and Clauses in the document or (3) the titles of other documents published by the
American Institute of Architects.
1.4 INTERPRETATION
1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such
as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect
the interpretation of either statement.
1.5 EXECUTION OF CONTRACT DOCUMENTS
1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all
the Contract Documents, the Architect shall identify such unsigned Documents upon-regnest.
1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become g.a.crally familiar
with local conditions (surface, subsurface and surrounding under which the Work is to be performed and correlated personal observations
with requirements of the Contract Documents.
1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor
may retain one record set until expiration of any warranty period. Neither the Contractor nor any Subcontractor, Sub - subcontractor or
material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the
Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments
of Service, cxayt including the Contractor's record set, shall be returned or suitably accounted for to the Architect, on rt,qu..st, upon
completion of the Work or. in the case of the Contractor's record set, upon ex. ira '.n of an wa , .eriod. The Drawings, Specifications
and other documents prepared by the Architect and the Architect's consultants, and copies thereof fumished to the Contractor, are for use
solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub - subcontractor or material or
equipment supplier on other projects or for additions to this Project outside the scope of the Work
. The Contractor, Subcontractors, Sub - subcontractors and material or equipment
suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the
Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All
copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other
documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements
or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's
consultants' copyrights or other reserved rights.
1.6,1.1 Upon Owner's payment therefor. all Plans. Drawings. Specifications and other documents, including those in electronic form,
and copies thereof furnished by the Architect and the Architect's consultants, are and shall remain the property of the Owner. They shall
not be used in whol or in . art b an •erson o an other .ro'ect without the . rior written onsen of the S wner and Architect.
ARTICLE 2
OWNER
2.1 GENERAL
2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as
if singular in number.
a h - . The term "Owner" means the Owner or the Owner's authorized representative.
2.1.2
2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the
Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract.
2.2.2 Except for permits and fees, including those required under Subparagraph 3.7.1, which are the responsibility of the Contractor
under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for
construction, use or occupancy of permanent structures or for permanent changes m existing facilities.
2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the
Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner
but shall exercise proper precautions relating to the safe performance of the Work.
2.2.3.1 The furnishing of surveys and legal descriptions of the Proiect Site by Owner shall not relieve the Contractor from its duties under
the Contract Documents. Contractor. in reasonable reliance upon the accuracy of information provided, shall be responsible for
determining the existence and location of subsurface lines. cables and pipes, as well as the conditions and characteristics of all subsoils.
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2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable
promptness.
2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings
and Project Manuals as are reasonably necessary for execution of the Work.
2.3 OWNERS RIGHT TO STOP THE WORK
2.3.1 If the Contractor fails to correct defective Work as required by Paragraph 12.2, or fails to complete the Work on time as required
by Article 3 of the Agreement or is in default of any of its material obligations hereunder, the Owner. by a written order signed by an agent
ecificall so e •owere.. the Own- ma order - e Contract r to sto. the W.rk or an .ortion th reof until the ca e for such order
has been eliminated however, this right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise
this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to. and not in restriction of, the
Owner's rights under Paragraph 12.2.
2.32 If. after consultation with the Architect. suspension of the Work is warranted by reason of unforeseen conditions which may
adversely affect the quality of the Work if such Work were continued. the Owner may suspend the Work by written notice to the
Contr tor. In su event the mtract T' hall b ad' ed accor ' 1 and th ontract S hall be a.' -sted to th- ext nt if a
that•dditional
is are
m
db
0
such
su
nsion
'ud
believes
a sus
enslo
Contracto in its reasonable
is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, the
Contractor shall immediately notify the Owner and the Architect of such belief.
2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven -
day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence
and rom tneesss, the Owner may
P P y =•
a three day od. If tl.., Contra.,to. w.thm 30..1 thr.,c day p ,..iud aftcr r...,cipt of such noticc faila to co....,.cm.c and cs,..tinu., to
dcfr.,icn.,;cs, the Own.,= may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case
an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the rc..,on.Llc cost of
correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such
default, neglect or failure.
Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the
difference to the Owner.
2.5 In no event shall the Owner have control over or charge of. or be responsible for, construction means. methods, techniques,
se.uences or •rocedures or for saf •recautions or • o rams connection with the Work since these •re solel Contractor's
responsibility. The Owner will not be responsible for Contractor's failure to carry out the Work in accordance with the Contract
Documents. The Owner will not have control over or charge of, and will not be responsible for the acts or omissions of Contractor,
Subcontractors or their agents or employees, or of any other persons performing portions of the Work.
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3.1 GENERAL
ARTICLE 3
CONTRACTOR
3,1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents
as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative.
3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.
3,1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by
activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or
performed by persons other than the Contractor.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study
and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished
by the Owner pursuant to Subparagraph 2.2.3, 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 construction by the Contractor
and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors,
inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such
form as the Architect may require.
3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is
recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless
otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are
in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by
or made known to the Contractor shall be reported promptly to the Architect.
3.2.3 If the Contractor reasonably believes that additional cost or time is involved because of clarifications or instructions issued by
the Architect in response to the Contractor's notices or requests for information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor
shall make Claims as provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Subparagraphs 3.2.1
and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such
obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions
in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor
recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect.
3.2.3.1 If the Contractor performs any construction activity involving such error. inconsistency or omission in the Contract Documents
without such notice to the Architect, the Contractor shall assume complete responsibility for such performance and shall bear the full
amount of the attributable costs for correction.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
3.3.1 The Contractor shall supervise and direct the Work, using the Contractors best skill and attention, The Contractor shall be, subject
to terms of Article 4, 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. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or
procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for
the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods,
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techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall
not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to
proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor,
the Owner shall be responsible for any resulting loss or damage.
3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their
agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its
Subcontractors.
3.3.2.1 It is understood and agreed that the relationship of Contractor to Owner shall be that of an independent contractor. Nothing
contained - rein or infe ble herefrom s Ube dee ed o ..ns ed to 1 r • e Contract o e ; en servant ores .lo ee of the Owner
or (2) create any partnership joint venture. or other association between Owner and Contractor. Any direction or instruction by Owner
in respect to the Work shall relate to the results the Owner desires to obtain from the Work. and shall in no wav affect Contractor's
independent contractor status as described herein.
3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in
proper condition to receive subsequent Work.
3.4 LABOR AND MATERIALS
3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools,
construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution
and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.
3:4-2
with a Clan Order.
3.4.2 At a minimum and unless otherwise modified bv applicable sections of the Specifications, if. after the Contract Documents are
executed. it becomes necessary for the Contractor to substitute a material or product of a different brand or manufacturer in lieu of that
specified. the Contractor shall submit a written request to the Architect for approval of such proposed substitution. Each request for
ubstir_ o shall s , - •n amoun .f chan_e to r ontract Sua •nd shall be : .m.anied . om.lete d .five lite , re and
rmance da n . , on b. th the r cified item
osed sub tution h 11 uire the watt e
th
sed
stitutio
sam
les
ma be re. I -d b
into the Wo The C
the Ar hitect. Each
ntra . r shall sub
x.
• r_
r
uests
substitutio t. - s soon
val of
ble after the
hitectbefor '. in
for e subs tion is de
ati
to allow f.r ade
ideration of ch
• .r•c. •
•
uate co
e
request and to minimize delay in the progress of the Work.
3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out
the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.
3.5 WARRANTY
3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good
the best quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not
inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not
conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The
Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper
or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect or Owner the
Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.
3.5.2 The warranty provided in Paragraph 3.5.1 shall be in addition to and not in limitation of any other warranty or remedy required
bv law or by the Contract Documents. and such warranty shall be interpreted to require Contractor to replace defective materials and
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equipment and re- execute defective Work which is disclosed to the Contractor by the Owner within a period acme (1) year after Final
Completion of the entire Work or within a longer warranty time if such is specifically called for in the Specifications or as otherwise
provided by law.
3.5.3 The Contractor shall issue in writing to the Owner as a condition precedent to final payment a "General Warranty" reflecting the
terms and conditions of Paragraphs 3.5.1 and 3.5.2 for all Work under the Contract Documents. This General Warranty shall be
assignable.
3.5.4 Except when a longer warranty time is specifically called for in the Specifications or as otherwise provided by law, the Contractor
shall warrant for a period of twelve (12) months from Final Completion that the building(s) shall he watertight and leakproof at every point
and in every area except where leaks can be attributed to damage to the building(s) by external forces beyond Contractor's control. The
Contractor shall. immediately upon notification by the Owner of water penetration. determine the source of water penetration and, at its
own a .e. e do an w.rk necess• to the buildim s w•terti ht. Co r • ctor shall also its own ex se r-.air or e.lace an
other damaged material. finishes, and furnishings damaged as a result of this water penetration. to return the building(s) to its (their)
original condition.
Baseball Inc
3.6 TAXES
Exce. when a to
3.7 PERMITS, FEES AND NOTICES
e is . - ci call called fo in the S.ecift • tions or as o - ise ovi. ed . law the General
3.5.5
Warranty shall be for twelve (12) months from Final Completion and shall be in form and content otherwise satisfactory to the Owner.
3.5.¢ Warranties shall become effective on a date established by the Owner and Architect in accordance with the Contract Documents.
This date shall be the Date of Final Completion of the entire Work.
3.5.7 The Contract Documents, as well as all subcontracts for the supply of equipment or systems to the Contractor for the Work. shall
and do hereby provide for the assignment to Round Rock Baseball. Inc. of all warranties and maintenance agreements thereunder: and
and . o he . . ive to ' oun.:. k : asebatt t the ind . e d ri ht to enfor sa a and s and do hereb s rmit Round Roc
use but not twn an .lans
ecifications
which Owne i then entitled . suant to an
I . s.
h contracts.
3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which
are legally enacted wbcn Lids a . c ivc 1 ...cgotiati..ns ..eluded whcth s or not yct cff ctivc or .merely scheduled to go -h,to effect.
3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other
permits and governmental fees licenses and inspections necessary for proper execution and completion of the Work which are customarily
secured after execution of the Contract and which are legally required. when bids arc>..ecivcd or n., cvncluacd. Notwithstanding
the foregoing, the Contractor shall procure all certificates of inspection. use, occupancy. permits and licenses and give all notices
necessary and incidental to the due and lawful prosecution of the Work, Certificates of inspection, use, and occupancy shall be delivered
to the Owner upon completion of the Work in sufficient time for occupation of the Project in accordance with the approved schedule for
the Work.
3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public
authorities applicable to performance of the Work.
3.7.3 It is ..ot the C.,ntrac W.'s .,spon„ 1Lility t., ascertain that ti.., Contract Doeum...ts arc in
If the Contractor observes that portions of the Contract Documents
are at variance therewith with applicable laws, statutes ordinances, building codes and rules and regulations, the Contractor shall promptly
notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification.
3.7.4 If the Contractor performs Work "knowing it be contrary to laws, statutes, ordinances, building codes, and rules and regulations,
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without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the
costs attributable to correction.
3.8 ALLOWANCES
3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances
shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to
employ persons or entities to whom the Contractor has reasonable objection.
3.8.2 Unless otherwise provided in the Contract Documents:
3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid unreasonable delay in the
Work.
3.9 SUPERINTENDENT
allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,
less applicable trade discounts;
Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses
contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;
whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order.
The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Clause
3.8.2.1 and (2) changes in Contractor's costs under Clause 3.8.2.2.
3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site
during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall
be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be
similarly confirmed on written request in each case. Selection of the superintendent shall be approved in writing by the Owner. The
Contractor shall no .lac the superintendent w'thou . 'or written consent of t 11wn and until the selection . ,noth r
superintendent approved by the Owner in accordance with the Contract.
3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owners and Architect's information
review and approval 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.
3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with
the Contractor's construction schedule and allows the Architect reasonable time to review submittals.
3.10.3 The Contractor shall perform the Work in adherence to the most recent schedules submitted to the Owner
and Architect. Upon the Contractor's notice to the Owner. and absent the Owner's objection, the Contractor may begin work earlier than
called for on such schedules.
3.10.4 The Contractor shall prepare a monthly schedule summary report in a form and of sufficient detail and character as approved by
the Owner. The report at , 'nimum shall s eci whether the Pr.' i .n schedule and if not the reasons theref.r and the terms of
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new schedule. The Contractor shall hold weekly progress meetings at the Project Site, or at such other times and frequency as are
acceptable to the Owner. Progress of the Work shall be reported in detail with reference to construction schedules.
3.11 DOCUMENTS AND SAMPLES AT THE SITE
3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders
and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one
record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect
and shall be delivered to the Architect for submittal to the Owner upon completion of the Work.
3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a
Subcontractor, Sub - subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.
3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information
furnished by the Contractor to illustrate materials or equipment for some portion of the Work.
3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work
will be judged.
3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to
demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor
proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is
subject to the limitations of Subparagraph 4.2.7. Informational submittals upon which the Architect is not expected to take responsive
action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned
by the Architect without action.
3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as
to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed
for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action.
3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the
Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has
checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract
Documents.
3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop
Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect.
3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for
deviations from requirements of the Contract Documents by the Architects approval of Shop Drawings, Product Data, Samples or similar
submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the
Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction
Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions
in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof.
3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar
submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the
Architect's approval of a resubmission shall not apply to such revisions.
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3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering
unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to
provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and
procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design
services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor
by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy.
The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and
seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such
professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others,
shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon
the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided
the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to
this Subparagraph 3.12. 10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose
of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall
not be responsible for the adequacy of the performance or design criteria required by the Contract Documents.
3.12.11 Sho dr, win_ for arch' - ctural struc ral mechani • 1 and electric, l work shall be ubmi ed for .. •royal to the Ar i tect and
gwner.
3.12.12 The Contractor shall assemble for approval by the Architect and the Owner three (3) complete copies in loose -leaf binders of all
operating and maintenance data for all equipment installed as a part of the Work.
3.12.13 Prior to Final Payment. and as a condition of Final Payment, the Contractor shall submit to Owner two (2) complete sets of "as
built" drawings.
3.13 USE OF SITE
3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents
and shall not unreasonably encumber the site with materials or equipment.
3.14 CUTTING AND PATCHING
3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together
properly and to present an acceptable completed appearance.
3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner
or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or
otherwise alter such construction by the Owner or a separate contractor except with prlpr written consent of the Owner and of such separate
contractor; - . The Contractor shall not unreasonably withhold from the Owner or a separate
contractor the Contractor's consent to cutting or otherwise altering the Work.
3.15 CLEANING UP
3.15.1 The Contractor shall at all times keep the premises and surrounding area free from accumulation of waste materials Of and rubbish
caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste
materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials.
3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be
charged to the Contractor.
3.15.3 The Contractor shall be responsible for damaged or broken glass, and at completi n of the Work shall replace such damaged or
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broken glass, At a minimum and unless otherwise modified by applicable sections of the Specifications, the Contractor shall perform the
ollowin• malcl a • at co le '.n of the W•r : a rem .ve all tem ra .rot ions and remove marks stains fine- .rintsa
other soil or dirt from all surfaces and other work; and (c) remove spots, mortar. plaster. soil and paint from ceramic tile, marble and other
finis materials • all surfa es and oth work and d clean f • re s cab' - ork an e.ui.ment removm sta lain dirt and dust
and leave in an undamaged and new condition; and (e) clean all surfaces and other work in accordance with recommendations of the
manufacturers.
la
3.16 ACCESS TO WORK
3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located.
3.17 ROYALTIES, PATENTS AND COPYRIGHTS
3.17.1 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 such
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 the Contractor has r..ason to bclicvo when, exercising the skill and attention recanted of Contractor hereunder,
knows or should have known that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall
be responsible for such loss unless such information is promptly furnished to the Architect in which case the Architect shall be liable to
the Owner for such loss.
3.16 INDENT IEIGATION
3.18.
4. 1 ARCHITECT
ARTICLE 4
ADMINISTRATION OF THE CONTRACT
4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as
such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the
Architect or the Architect's authorized representative. The Architect is identified as such in the Agreement, or such successor Architect
as the Owner may ap.oint b tten noti e to the Contractor from time to ime.
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onstruction Ph
e and to su.ersede
4.1.2 Owner - serves th ri ht to a..o =tar . re entative e ..veered to , for 0 - durint the
the Architect's Construction Phase responsibility to the extent set forth in written notice to the Architect and Contractor. With respect to
such superseded responsibilities as set forth in the notice to the Architect and Contractor, Architect shall no longer bear responsibility in
those areas from and after the effective date of such notice. unless and only to the extent from the time that Architect shall be redirected
to resume responsibility by Owner. Similarly. from time to time. Owner may expand or reduce Owner's delegation of powers to the
Architect. with Owner so notifying Contractor of any such changes. The Architect shall not be construed as a third -party beneficiary to
the Contract and can in no way object to any expansion or reduction of powers as set forth herein. In no event- however. shall Owner have
gontrol over or charge of, or be responsible for. construction means. methods, techniques. sequences or procedures or for safety
reca ions or .ro a in connect .n with .- Work since these •.e sole l i- Contractor res.onsibili The Owner will not be
responsible or the mtractor's • ilure to c out the Work m ace
over or charge of and will not be responsible for the acts or omissions of Contractor. Subcontractors. or their agents or employees or of
anyother persons performing portions of the Work.
4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect
whose status under the Contract Documents shall be that of the former Architect.
Docume
ts. The Owner will not have control
dance wi
e Contra
4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and -will be an Own.,. 's
. The Architect will advise and consult with the Owner. 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. Th rchitect _ • 11 a. ister the • erf,rrnan e of e Wo k. Architect
11 advis the Co .. • ctor w' . re and to r atters se forth in t e Drawi and .e ifications. ad ition
assigned elsewhere in the Contract Documents. the Architect shall make recommendations with respect to any and all questions which
may arise as to the rate of progress of the Work. The Architect will have authority to act on behalf of the Owner only to the extent provided
in the Contract Documents. unless otherwise modified by written instrument in accordance with Paragraph 4.1.2.
onsibili
e
es
4.2.2 The Architect, , will regularly visit the site a minimum of two (2) times per month at intervals
appropriate to the stage of the Contractor's operations (1) to become gcncrnllp familiar with and to keep the Owner informed about the
progress and quality of the portion of the Work completed, e
W„ tk, and (3) to determine in-general if the Work is being performed in a manner indicating that the Work will
be in accordance with the Contract Documents. IL,wcvcr, ill,. The Architect will not Lc rta u. cd to m,.k., .,xhauat1vc or conti.mous make
regular on -site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be
responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in
connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as
provided in Subparagraph 3.3. 1.
4.22.1 On the hasis of on -site observations, the Architect will keep the Owner informed of progress of the Work, and will use hest
efforts to guard the Owner against defects and deficiencies in the Work.
4.2.3 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. However. the
Architect will be responsible for notifying the Owner- in writing, of any illegal improper or unsound means. methods techniques
sequences procedures. safety precautions or programs and/or any acts or omissions of Contractor that are known or should have
reasonably been discovered by Architect.
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4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when
direct communications are deemed necessary by Owner, the Owner and Contractor shall endeavor-to
communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with
the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be
through the Contractor. Communications by and with separate contractors shall be through the Owner.
4 2.4.1 Except as provided in Paragraph 3.12.12, the Contractor shall forward all communications to the Architect directly along with
a cony to the Owner,
4.2.5 B...,cd on th.. ArchiLcfa cvaluati nr .,f the C,,nt...ct is Applications fo. Pay...cnt, th A l,tcct will r vices ,.nd ccrtify tl.,,
4.2.5 Based on the Architect's observations and evaluations of the progress and Quality of the Work and Contractor's Applications for
Payment, the Architect will review and, after consultation with and receipt of approval from Owner, certify the amounts due the Contractor
and will issue Certificates for Payment in such amounts.
4,2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect
considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with
Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. I-lewcv.,r, ..,.1thcr this autl..,rity of thc
t ..,.tions of Pk W,,rk.
4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,
Product Data and Samples, but-only for the limited purpose of, including without limitation, checking for conformance with information
given and the design concept expressed in the Contract Documents. The Architects action will be taken with such reasonable promptness
as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the
Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining
the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or
performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents.
The Architects review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12.
The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any
construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval
of an assembly of which the item is a component.
4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work
as provided in Paragraph 7.4.
4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion,
will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the
Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the
Contract Documents.
4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the
Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as
set forth in an exhibit to be incorporated in the Contract Documents.
42.1 ] The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on
written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any tune limits
agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required
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of the Architect shall be furnished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the
Architect to furnish such interpretations until 15 days after written request is made for them.
4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract
Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will
endeavor to secure faithful performance by both Owner and Contractor, and will not show partiality to ..ith„i and will iiot L., liaLlc for
'1.2.13
4.3 CLAIMS AND DISPUTES
4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or int.,. of
Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also
includes other disputes s rs gnestian between the Owner and Contractor arising out of or relating to the Contract. Claims must
be u,jtiatcd made by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim.
4.3.2 Time Limits on Claims. Claims by either party must be irntiat.d made within 21 days after occurrence of the event giving rise
to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must
be i.,;tiatcd made by written notice t., the Architect .,z,d thc ether-party. An additional Claim made after the initial Claim has been
implemented by Change Order will not he considered unless submitted in a timely manner
4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided
in Subparagraph 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall
continue to make payments in accordance with the Contract Documents.
4.3.4 Claims for Concealed or Unknown Conditions. Contractor represents that it has fully investigated all physical aspects of the
Project Site and verified all property lines, utility locations. existing improvements. surface and subsurface soil conditions. drainage of
both surface and subsurface soil plasticity, and general suitability of conditions at the Project Site, and shall not be entitled to any increase
in the mtract Sum as a c.nse. nce of w , refle ted " - eb o at the C. n.r tor exert' the skil and . d e of . fir s lass
contractor knew or should have known. Subject to the foregoing, if conditions are encountered at the site which are (1) subsurface or
otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical
conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in
construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the
other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The
Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost
of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract
Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract
Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing,
stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given
notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably
adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be
referred to the Architect for initial determination, subject to further proceedings pursuant to Paragraph 4.4.
4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, detailed written notice
as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency
endangering life or property arising under Paragraph 10.6.
4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the
Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the
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Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension
or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph 4.3. In the event any Claim for additional cost
hereunder shall increase the Contract Sum by greater than ten percent (10 %), the Owner may terminate the Contract Documents without
beinn liable ford ma es to the Cr n actor the tect or an em r to ees a - is subcon r , tors or an r her .ersons or .arti
thereto except to the extent of the cost of such out -of- pocket expenses reasonably incurred by Contractor.
4.3.6.1 WAIVER OF CLAIMS: FINAL PAYMENT
The making of Final Payment shall not constitute a waiver of any Claims by the Owner.
4.3.7 Claims for Additional Time
4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given.
The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a
continuing delay only one Claim is necessary.
4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating
that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on
the scheduled construction.
4.3.7.1 Included in the Contract Time is an allotment of twenty -six (26) work days, which are anticipated to be lost due to inclement
ttttalt r The Contractor shall not he entitled to any claim for additional time because of inclement weather until that number of days has
been reached. Further. the remedy for any claim arising out of. or in respect to. delays due to inclement weather or other events of force
majeure shall be absolutely limited to an extension of time.
4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because
of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or
damage, whether or not insured, shall be given to the other party within ten (10) days after discovery.
The notice shall provide sufficient detail to enable the other party to investigate the matter.
4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are
materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of
Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted.
4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages
arising out of or relating to this Contract. This mutual waiver includes:
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation,
and for loss of management or employee productivity or of the services of such persons; and
.2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed
there, for losses of fmancing, business and reputation, and for loss of profit except anticipated profit arising directly from
the Work.
This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with
Article 14. Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when
applicable, in accordance with the requirements of the Contract Documents.
4.4 RESOLUTION OF CLAIMS AND DISPUTES
4.4.1 Decision of Architect.
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Pa,agrupls 10 3 tli ugh -10.3, almll Any Claim may, upon request of Owner, be referred initially to the Architect for decision. An initial
d:a..,..tion, it w,.u1d be inappropriate f.a-th„-Acehhcc( to c the Clay
4.4,2 The Architect (if the matter is referred to the Architect for initial decision) will review Claims and within ten (10) days after
receipt of a Claim will either (1) reject the Claim in whole or in part. (2) recommend approval of the Claim in whole or in part, (3) request
the Claimant provide additional information in support of the Claim. or (4) suggest a compromise. The Architect's action under the
preceding sentence shall be reported to the Owner and the Contractor. If a Claim is not resolved after consideration of the foregoing and
of any further evidence provided to the Architect. the Claimant shall be entitled to pursue its Claim in any lawful manner, subject to any
limitatio ontained ' t e Contract 1 ocuments, n recomm of th A chitect for the dis • ositi.n of an Claim shall not be
binding on the Owner or the Contractor.
4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from
persons with special knowledge or expertise who may assist the Architect in rendering a decision. The Architect may request the Owner
to authorize retention of such persons at the Owner's „xpcase.
4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond,
within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect
when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of
the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part.
4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the
parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be {ma}
d is. onl and . all be -ub'e o uediatio
4.4.5.1 If a Claim has been resolved. the Architect (or at the Owners sole option. the Owner) will prepare or obtain appropriate
documentation.
•
ve
J•
r more of e follow'
1
mit additi
nal su
ort t . data re.ues -d b the Arc itec 2 m
limina s
f the initial lai
4.4.5.2 a Claim ha not been res
take o
tons:
the
or (3) notify the Architect that the initial Claim stands.
makin th
laim shall within ten 1 da s after r A chitect'
re
nse
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4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with
applicable law to comply with the hen notice or filing deadlines prior to resolution of the Claim by the Architect, by or by mediation or
Ly a..Litration.
4.5 MEDIATION
4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided
for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days after submission of the Claim to the
Architect, be subject to mediation
4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall
be in accordance with the Construction Industry Mediation Rules .. - currently in effect.
Request for mediation shall be filed in writing with the other party to the Contract
4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project
is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements
in any court having jurisdiction thereof.
4.6 ARBITRATION
br, ftkd with thc A,.,hitcct.
4y3
13.7.
applicablc -law in any ..oust Lav ,g juriadi.,tion th rcuf.
44:5
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Claims then ]mow., to that party .,,, whi.1 ..rL;h.,tion is permitLJ to bed
•
4.6 Owner and Contractor hereby agree that no Claims or disputes between Owner and Contractor arising out of or relating to the
Con act Documents or a breac ereof shall . . ecided . an rbitration .r.. eedin includ without limitatio ar .roceedin under
the Federal Arbitration At (9 U.S.C. Section 1 - 14) or any applicable state arbitration statute. except that in the event that Owner is
subject to an arbitration proceeding related to the Protect. Contractor consents to be ioined in the arbitration proceeding if Contractor's
.r ence is re fired or re.uested b 0 er for corn. _ to relief to b • ccorded in . . rbitration . rote - din'. RSR s all hav a ri ht to
participate in any such dispute resolution.
5.1 DEFINITIONS
ARTICLE 5
SUBCONTRACTORS
5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site
or otherwise furnish labor or materials. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number
and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate
contractor or subcontractors of a separate contractor.
5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the
Work at the site or otherwise furnish labor or materials. The term "Sub- subcontractor" is referred to throughout the Contract Documents
as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub - subcontractor.
5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award
of the Contract, shall furnish in writing to the Owner through and the Architect the names of persons or entities (including those who are
to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will
promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable
objection to any such proposed person or entity.
rcasonaLlc obj tio,..
5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made rcas.,nabk a„d
timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable written
objection to the wn
Oer anth
d e Architect.
5.2.3 If the Owner or Architect has , meson blc objection to a person or entity proposed by the Contractor, the Contractor
shall propose another to whom the Owner or Architect has no rcas,,..ablc objection. If thc prup.,.,cd but ry.,cted Subco„tractm was
promptly nd..,sponsivcly , submittin a rcqu;.cd.
5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable
objection to such substitute.
5.3 SUBCONTRACTUAL RELATIONS
5.3.1 By appropriate written agreement, written-where L,gally .cquircd f r vah.lity, the Contractor shall require each Subcontractor,
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to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and
to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work,
which the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve
and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the
Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically
provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor,
by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into
similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution
of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of
the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance
with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their
respective proposed Sub - subcontractors.
5.3.2 Any part of the Work performed for the Contractor by a Subcontractor shall be pursuant to a written subcontract between the
C•ntractor an. such Subco tractor. Each ch subcontrac hall: a re. ire that uch •rk be •erfojn • in accordance w
th .t the
uire
of the
ntract
Docum
ts•
waive
ri his the
ntractin
aria
m
waive
ins
one
anothe
Subcontractor may have against the Owner for damages caused by fire or other perils covered by the pro .e insur. nee re • uired • the
Contract Documents: (el require the Subcontractor to carry and maintain liability insurance in accordance with the Contract Documents -
and (d) require the Subcontractor to furnish such certificates and waivers as the Owner may reasonably request.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that:
assignment is effective only
only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in
writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.
5 4.2 Owner shall only he responsible for compensating Subcontractors for work done or materials supplied accruing after the date
that Owner gives written notice of its acceptance of the Subcontractor's subcontract
ARTICLE 6
CONSTRUCTION 13Y OWNER OR BY SEPARATE CONTRACTORS
6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to
award separate contracts in connection with other portions of the Project or other construction or operations on the site und.,. Condition
provided in Paragtaplr4.3.
6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term
"Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner - Contractor Agreement.
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6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the
Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner
in reviewing their construction schedules when-direetthko-do-so. The Contractor shall make any revisions to the construction schedule
deemed necessary after a joint review and mutual agreement The construction schedules shall then constitute the schedules to be used
by the Contractor, separate contractors and the Other until subsequently revised.
to the C.,nt...ctor tinder the Co..d Ems of th
Articles 10, 11 and 13-
6.2 MUTUAL RESPONSIBILITY
6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their
materials and equipment and performance of their activities, and shall connect and coordinate the Contractors construction and operations
with theirs as requ by the Contract Documents.
6.2.2 If part of the Contractors Work depends for proper execution or results upon construction or operations by the Owner or a
separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect in writing
apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure
of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractors completed or partially completed
construction is fit and proper to receive the Contractor's Work,
x
6.2.3 Subject to Paranraph 8.3 hereof. costs caused by delays or by improperly timed activities or defective construction shall be borne
by the party responsible therefor.
6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed
construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2.5, as well as to property of any other
ep rson.
6.24
6.2.5 Claims and other disputes and matters in question between the Contractor and a separate contractor shall be subject to the
revisions o 'ara ra.h 4.4 .rovided the e.arate contr to has reci.ro •I obli ations
6.3 OWNER'S RIGHT TO CLEAN UP
6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective
contracts for maintaining the premises and surrounding area free from waste materials and mbbish, the Owner may clean up and the
Archm et —will allocate the cost among those responsible.
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7.1 GENERAL
7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, only by Change
Order, Construction Change Directive or field order for a minor change in the Work, subject to the limitations stated in this Article 7 and
elsewhere in the Contract Documents.
7.1.1.1 A field directive or field order shall not be recognized as having any impact upon the Contract Sum or the Contract Time and
Contractor shall have no Claim therefor unless it shall. Prior to complying with same and in no event later than ten (101 working days from
the date such direction or order was given, submit to Owner for Owner's approval its change proposal.
7.1.1.2 Wh-n submi t its c • re .r... ,l Contracts shall in lu.e •nd set f.rth in clear _nd .recis- detail breakdowns of labo an.
materials for all trades involved and the estimated impact on the construction schedule. Contractor shall furnish spread sheets from which
Me breakdowns were prepared. plus spread sheets if requested of any Subcontractors.
7.1.2 A Change Order shall be based upon written agreement among the Owner, Contractor and Architect; a Construction Change
Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change
in the Work may be issued by the Architect alone, subject to written approval of Owner.
7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed
promptly, unless otherwise provided in Change Order, Construction Change Directive or order for a minor change in the Work.
7.2 CHANGE ORDERS
7.2.1 A Change Order is a written instrument signed by the Owner, Contractor and Architect,
stating their agreement upon all of the following:
.1 change in the Work;
.2 the amount of the adjustment, if any, in the Contract Sum; and
.3 the extent of the adjustment, if any, in the Contract Time.
7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3.
7.2.3 If changes in plans or specifications are necessary after the performance of the Contract is begun or if it is necessary to decrease
or incre se the . u• nti of .rk to be . .rmed or . materials ui men ies . be furnish the • ove in • bod of the • er
may approve Change Orders making the changes. The original contract price may not be increased by Change Orders by more than 25
percent. No change in the Work. whether by way of alteration or addition to the Work, shall be the basis of an addition to the Contract
Sum or a change in the Contract Time unless and until such alteration or addition has been authorized by a Change Order executed and
issued in accordance with and in strict compliance with the requirements of &252,048 Local Government Code, and the Contract
Documents. This requirement is of the essence of the Contract Documents. Accordingly, no course of conduct or dealings between the
parties nor express or implied acceptance of alterations or additions to the Work and no claim that the Owner has been unjustly enriched
by any alteration or addition to the Work, whether or not there is in fact any such unjust enrichment. shall be the basis for any claim to
an increase in the Contract Sum or change in the Contract Time.
7.3 CONSTRUCTION CHANGE DIRECTIVES
ARTICLE 7
CHANGES IN THE WORK
7.3.1 A Construction Change Directive is a written order signed by the Owner and Architect, directing
a change in the Work prior to agr..cm...A on and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time,
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or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the
general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted
accordingly.
7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order.
7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of
the following methods:
.1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;
.2 unit prices stated in the Contract Documents or subsequently agreed upon;
.3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or
.4 as provided in Subparagraph 7.3.6.
7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved
and advise the Architect and Owner of the Contractor's agreement or disagreement with the method, if any, provided in the Construction
Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time.
7.3.5 A Construction Change D signed by the Contractor indicates the agreement of the Contractor therewith, including
adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and
shall be recorded as a Change Order.
7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and
the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work
attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit not
exceeding the percentages included in Paraera.h 7.3.6.1 an..th ' e h • In such case, and also under Clause 7.3.3.3, the Contractor
shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data.
Unless otherwise provided in the Contract Documents, actual costs for the purposes of this Subparagraph 7.3.6 shall be limited to the
following:
.1 reasonable costs of labor, including social security, old age and unemployment insurance, fringe benefits required by
agreement or custom, and workers' compensation insurance;
.2 reasonable costs of materials, supplies and equipment, including cost of transportation, whether incorporated or
consumed;
.3 reasonable rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or
others;
.4 reasonable costs of premiums for all bonds and- inuuranee, permit fees, and sales, use or similar taxes rclatcd to the
Work; -and directly attributable to the Work; and
.5 additional reasonable costs of supervision and field office personnel directly attributable to the change.
71.6. Notwithstanding the foregoing. actual cost does not include any item which could be deemed to be a General Conditions cost
or overhead. such as but not limited to, the cost of Contractor and Subcontractor supervisory personnel assigned to the Work and field
office and related expenses.
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7.3.6.2 The Contractor. in connection with any proposal it makes for a Contract Modification. shall furnish a price breakdown itemized
as required by the Owner or Architect. Unless otherwise directed the breakdown shall be in sufficient detail to permit an analysis of all
material. labor. equipment, subcontract and overhead costs as well as profit, and shall cover all work involved in the Modification, whether
such work was deleted. added. or changed. Any amount claimed for subcontracts shall be supported by a similar price breakdown. In
;addition, if the proposal includes a time extension. a justification therefor shall also be furnished, The proposal, together with the price
breakdown at. e extension 'ustifrca i.n s .11 be furnished w' in thi 30 da s oft - d. to frst re uested b the Arc itect. I such
proposals, profit and overhead shall he as follows: (1) Subcontractor's profit and overhead shall not exceed fifteen percent (15% of total
direct costs: (2) Contractor's profit and overhead on work performed by its own crews shall not exceed fifteen percent (15 %) of total direct
costs (3) Contractor's profit and overhead on work performed by its subcontractors shall not exceed five percent (5 %) of total direct costs -
and (4) on credit changes. profit and overhead on the originally estimated work will not have to he returned to the Owner.
7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in
the Contract Sum shall be actual net cost to the Owner as confirmed by the Architect and Owner. When both additions and credits
covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net
increase, if any, with respect to that change.
7.3.8 Pending final determination of the-total actual cost . - • to the Owner, amounts not in dispute for
strei .,Lu.. 1., the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement
with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for
purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis
as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4.
7.3.9 When
made, such agra,...a.t determination shall be effective
immediately and shall be recorded by preparation and execution of an appropriate Change Order.
7.4 MINOR CHANGES IN THE WORK
7.4.1 The Architect will have authority, subject to the approval of Owner in each case, 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 and language of the
Contract Documents. Such changes shall be effected by written field order and shall be binding the Owner and Contractor. The
Contractor shall carry out such written orders promptly.
8.1 DEFINITIONS
ARTICLE 8
TIME
8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract
Documents for Substantial Completion of the Work.
8.1.2 The date of commencement of the Work is the date established in the Agreement.
8.1.2.1 The date of commencement of the Work shall not be postponed by the failure to act of the Contractor or of persons or entities
for which the Contractor is responsible.
8.1.3 Date of Substantial Completion is date certified by the Architect and approved by the Owner in accordance with Paragraph 9.8.
8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defmed.
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8.2 PROGRESS AND COMPLETION
8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor
confirms that the Contract Time is a reasonable period for performing the Work.
8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence
operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be fumished by the Contractor and
Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of
commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner
in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's
liens and other security interests.
8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract
Time.
8.3 DELAYS AND EXTENSIONS OF TIME
8.3.1 If the Contractor is delayed at any time in thc .. mcnccm„nt or progress of the Work by an act or neglect of the Owner or
Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor
disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control and fault or by delay
authorized by the Owner pending mediation and then
the Contract Time shall be extended by Change Order for such reasonable time as the Architect and Owner may determine.
8.33
8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Paragraph 4.3.
8.3.4 If Contractor fails to achieve Substantial Completion of the Work (or any portion thereofl on or before the date(s) specified for
bstantial . m.letion in - - A ' - ement trac .r sh to Owner li. uidated d - es i th e . m of One Th. _ and and No/ 1
1
Dollars
1
0.00
for e
1 Com
let'
is
del
ed
a -r the dat
cified for S
tantial
on
h calendar d, at Substa
and (iil the Sum of One Hundred Thousand and No /100 Dollars (6100.000.00) for each scheduled home baseball game on or after April
16 200 t which sch- . ule is enume , ed in E 'b' ` - " attached . -reto and inc ur , rated here' . reference for . 1 .0 . oses that Round
Rock Baseball, Inc. is unable to conduct in the Project Improvements due to failure of Contractor to have achieved Substantial Completion
in accordance with the Contract Documents. It is hereby agreed that the liquidated damages to which Owner is entitled hereunder are a
reasonable forecast of just compensation for the harm that would be caused by Contractor's failure to achieve Substantial Completion of
the W.rk or an .o on thereo rn or before the r . to s tire. for Substan '.1 Completion e A eement. It is ar eed a harm
that would be caused by such failure. which includes loss of expected use of the Project areas, provision of alternative storage facilities
reschedul'r • of movin • nd occu.anc tes is one .;. is inc able .r ve difficult . f accurate esti . tion. It is he a reed that
letio
f the Work
an
rtion
ergo
is no
hieved
on orb fore th
30 da s after the
ecified
if Substan '. Coro.
Substantial Completion in the Agreement, the harm that would be caused to Owner cannot be reasonably forecast because it would include
busin s disru .tio to Owner ' .ddition to lo of ex . - tied se of the Pro' et areas .rovi ion of alternativ- st ora a facili es and
rescheduling of moving and occupancy dates. Thus, the liquidated damages set forth herein and above will cease to be assessed under
the Contract Documents after thirty (30) days after the date(s) specified for Substantial Completion in the Agreement, and Owner shall
thereafter rely on its remedies under the Contract Documents and at law and in equity, including without limitation the recovery of actual
damages. The date(s) specified for Substantial Completion of the Work (or any portion thereofl in the Agreement shall be subject to
adjustment as provided in the Contract Documents.
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9.1 CONTRACT SUM
9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the
Owner to the Contractor for performance of the Work under the Contract Documents.
9.2 SCHEDULE OF VALUES
9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various
portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect and Owner may
require. This schedule, unless objected to by the Architect and Owner shall be used as a basis for reviewing the Contractors Applications
for Payment.
9.3 APPLICATIONS FOR PAYMENT
9.5. 1.
ARTICLE 9
PAYMENTS AND COMPLETION
9.3.1 Contractor shall submit to the Architect an itemized
Application for Payment for- eperafiena Work completed in accordance with the schedule of values by the tenth (10th) day of each month.,
Such application shall be notarized, if required, and supported by such data substantiating the Contractors right to payment as the Owner
or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided
for in the Contract Documents.
9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on account of changes in the Work which
have been properly authorized . =
Change Orders.
9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay
to a Subcontractor or material supplier because of
a dispute or other reason.
9.3.2 Unless : •: - - , Payments shall be made on account of materials and equipment delivered
and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be
made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment
stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish
the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable
insurance, storage and transportation to the site for such materials and equipment stored off the site.
9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner ee-- Iaferthatt -H1e
time of on the earlier of incorporation into the Work or upon 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 G,..tr,.ctor'a knowledge, :,.formation and b„ lief be free and clear of liens, claims, security interests or encumbrances
in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided
labor, materials and equipment relating to the Work.
9.4 CERTIFICATES FOR PAYMENT
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9.4.1.1 Following the forwarding to the Architect, to the Owner- and to Round Rock Baseball. Inc. of a copy of Application for Payment
for the Architect's review and certification as mandated herein, the Architect shall complete its review of such Anplication. The Architect
will return such Application for Payment, together with a Certificate for Payment. by the twentieth (20th) day of the month. Upon
Architect's apnroval, a Pay Requisition Summary shall be forwarded to the City of Round Rock's Director of Finance. The Director of
Finance will forward the P.y Requisition Summary and a Requisition to the Trustee of the City's bond funds used for the construction
costs of the Project. The nayment checks shall be forwarded by the Trustee for distribution on or before the tenth (10th) day of the
following month.
9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's
evaluation of the Work and observations at the Site and the data comprising the Application for Payment, that the Work has progressed
to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance
with the Contract Documents. The foregoing representations are subject to an-evaluation-of-the-Work-for eoftformanee-with-the-Genemet
specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will
further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate
for Payment will not be a representation that the Architect has (1) ...adc cxhat"tirc or continuo.ia o., sitc inapccti.ns to check the quality
yr quaitity ..f -d.., work, (2) r„vicwcd ..o : - •. -, - - "" - - " " ""
for (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account
of the Contract Sum.
9.4.3 I addition to and not in derogation of the provisions of Subparagraph 9.4.2, the issuance of a Certificate for Payment shall
constitute a recommendation to Owner by Architect in respect to the amounts to be paid to Contractor. Such recommendation shall be
pon- binding on Owner. and Owner shall be entitled to refuse to make payment on any Certificate of Payment as provided in Subparagraph
9.6.1 hereof,
9.5 DECISIONS TO WITHHOLD CERTIFICATION
9.5.1 The Architect may decide not to certify payment and 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 Subparagraph 9.4.2
cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor
and Owner as provided in Subparagraph 9.4. 1. If the Contractor and Architect cannot agree on a revised amount, the Architect will
promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The
Architect may also ' decide not to certify 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 .
Ste, 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 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 another contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time, and or that the unpaid balance would
not be adequate to cover actual or liquidated damages for the anticipated delay; or
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.7 persistent failure to carry out the Work in accordance with the Contract Documents.
9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously
withheld.
9.5.3 If Contractor disputes any determination by the Architect with reeard to all or any part of a Certificate of Payment which disputed
amo is '.150 100.00 or less Con ... ctor shall everthele s e . editi . 1 contin - to . rosec the Wor If the dispute. amount is more
than 5150 000.00 Contractor may stop work until the dispute is resolved. If the Architect declines to certify payment and withholds its
rtificate or an r . so the rchitec will .rom.tl nod th Owner in ti n of ch reas ms herefor. If Owner f. ils to . form
any of its obligations to its construction lender, which results in such lender's failure or refusal to fund any Application for Payment of more
000.01 t e Con . clot t a sto. , .rk until -ch A on f.r Pa ent is nded.
9.5.4 Owner shall not be deemed to be in breach of these Contract Documents by reason of the withholdine of any payment pursuant
an .rovi ion of Contract Doc nts .rovi d e Ar hitect h s :..roved th Owner's . ctions or he work in .uestion shal hay
1'
b en re'ec ed b
ove ental a_ hori
. 1
9.6 PROGRESS PAYMENTS
9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time
provided in the Contract Documents, and shall so notify the ArchitecL At the option of the Architect, or at the direction of the Owner
the Trustee may be directed to issue separate checks to the Contractor and the Subcontractors, and in that event disbursement of payment
checks may be made directly to the Subcontractors.
9.6.1.1 Notwithstanding the foregoing. the Owner may refuse to make payment on any Certificate for Payment (including without
Imitation the fm: Certifi .te for Pa ent fo . n defa It under ntract ocumen 'nclud' . but not imited to hose defa set
forth in Sections 9.5.1.1. through 9.5.1.7 hereof. The Owner shall not be deemed in default by reason of withholdinp payment while any
of such defaults remain uncured
9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the
Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting
percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor
shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub - subcontractors in a similar
manner.
9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or
amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by
such Subcontractor.
9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as
may otherwise be required by law.
9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4.
9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not
constitute acceptance of Work not in accordance with the Contract Documents.
9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received
by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those
Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment
was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money
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of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any
person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision.
9.7 FAILURE OF PAYMENT
9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven fourteen days after
receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date
established in the Contract Documents the amount certified by the Architect or awe dcd Ly L1 t on, then the Contractor may, upon
seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received.
The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable
costs of shut -down, delay and start -up, plus interest as provided for in the Contract Documents.
9.7.1.1 Notwithstanding the foregoing, no sum shall be added as a result of a bona fide dispute between Owner and Contractor• provided,
however. if such dispute is resolved in Contractor's favor, the Contract Sum shall be increased as provided in the precedin.paraoraph.
9.8 SUBSTANTIAL COMPLETION
9.8.1 Substantial Completion is the. stage in the progress of the Work when the Work or designated portion thereof is sufficiently
complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use.
9.8.1.1 The Work will not be considered suitable for Substantial Completion review until all Project systems included in the Work are
o.e . onal as desitned . t t hedule all desi t • -d or re uired o - rnmental . ections : . certifications have . n made and . osted
designated instruction of Owner's personnel in the operation of systems has been completed. and all final fmishes within the Contract
Documents are in place. In general, the only remaining Work shall be minor in nature. so that the Owner and/or Owner's tenants could
occupy the Project on that date and the completion of the Work by the Contractor would not materially interfere with or hamper the Owner
.r Owners ten ' or those chi' . through or un. -r Owner normal , - mess o.erations. A furthe condition .f ubstantial
Completion acceptance, the Contractor shall certify that all remaining Work. the same being solely of a "punchlist' nature will be
completed within thirty (30) consecutive calendar days or as agreed upon following the Date of Substantial Completion ( "Final
Completion "). Notwithstanding the foreeoine. the Owner may refuse to make payment on any Certificate of Substantial Completion or
an Certificate • ' a ent includin i out limitation th final Certificate o ' _ ent for an . e- < It of the ontracto The Owner
uncured.
sh
1
be deemed
m
def
reason
wit
.
ent
wh'_ .fsu hdefaults
main
9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially
complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected F ;or t., f aI
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. The Contractor shall proceed promptly to complete and correct items on such list,
9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion
thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which
is not .,ufficicntly ... in accordance with the requirements of the Contract Documents
Work or d..,ignat„ d F.,,tion thereof f r ita ;nt..ndcd usc, the Contractor shall, before issuance of the Certificate of Substantial Completion,
complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another
inspection by the Architect to determine Substantial Completion.
9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial
Completion for approval by Owner which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner
and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall 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.
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9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of
responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment,
reflecting adjustment in retainage. if anv. for such Work or d.,3s..otcd portion thereof as provided in the Contract
Documents Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract
Documents.
9.9 PARTIAL OCCUPANCY OR USE
9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion i
G1, os 1 ' .4. -.rind authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence
whether or not the portion is substantially complete. provided -the Me Owner and Contractor havc accepted shall agree to a designation
in writingQf the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage
to the Work and insurance, and have shall agree ag ..cd in writing concerning the period for correction of the Work and commencement
of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall
prepare and submit a list to the Architect as provided under Subparagraph 9.8.2. :
t nd C =.t:u lun if = b = Crncut is readied, ty decision of tl=c An dtcct.
9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be
occupied or portion of the Work to be used in order to determine and record the condition of the Work.
9.9.3 Unless otherwise agreed upon in writing, partial occupancy or use of a portion or portions of the Work shall not
constitute acceptance of Work not complying with the requirements of the Contract Documents.
9.10 FINAL COMPLETION AND FINAL PAYMENT
9.10.1 Upon receipt of Upon completion of the Work, the contractor shall forward to the Architect and the Owner a written notice that
the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment. Upon receipt, 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 belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with
terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the fmal Certificate
is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in
Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled.
9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect and
Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the
Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise
satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently
in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written
statement satisfactory to Owner that the - insurance will not L.. rcncw..Llc to
cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner,
other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses
to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner
against such lien. 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 all costs and reasonable attorneys' fees.
9.10.3 If, after Substantial Completion of the Work, fmal completion thereof is materially delayed through no fault of the Contractor
or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of
the Work fully completed and accepted, less five percent (5 %. retainage. If the remaining balance for Work not fully completed or
corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to
payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect
prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it
shall not constitute a waiver of claims.
9-164
4
4
4
9.10.5 Acceptance of fugal payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that
payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment.
ARTICLE 10
PROTECTION OF PERSONS AND PROPERTY
10.1 SAFETY PRECAUTIONS AND PROGRAMS
10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection
with the performance of the Contract.
10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 The Contractor shall take rcas.,nabk all necessary precautions for safety of, and shall provide reasonable all necessary protection
to prevent damage, injury or loss to:
.1 employees all persons 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 or the Contractor's Subcontractors or Sub - subcontractors; 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.
4. construction or operations by the Owner or other Contractors.
10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public
authorities bearing on safety of persons or property or their protection from damage, injury or loss.
10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, teat-meal-1e all
necessary safeguards for safety and protection, including posting danger signs and other wamings against hazards, promulgating safety
regulations and notifying owners and users of adjacent sites and utilities.
10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution
of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel.
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10.2.5 The Contractor, at its sole cost and expense shall promptly remedy damage and loss (other than damage or loss insured under
property insurance required by the Contract Documents) to property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in
part by the Contractor, a Subcontractor, a Sub - subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for
whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, except damage or loss
attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them or Ly a..yon„ f r
The foregoing obligations of
the Contractor are in addition to the Contractor's obligations under Paragraph 3.18.
10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the
prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to
the Owner and Architect.
10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety.
10.3 HAZARDOUS MATERIALS
10.3.1 In the event the Contractor encounters on the site material reasonably believed to be asbestos or polychlorinated biphenyl (PCB)
or any other hazardous material which has not been rendered harmless. the Contractor shall immediately stop Work in the area affected
and report the condition to the Owner and Architect in writing. The Work in the affected area shall not thereafter be resumed except by
written agreement of the Owner and Contractor if in fact the material is asbestos or polychlorinated biphenyl (PCB) and has not been
red harmless. e Work in the a - ted area shall . - umed in the abse _ - .f asbestos or .ol c .rinated bi.hen 1 PCB .r when
it has been rendered harmless, only upon written agreement of the Owner and Contractor. The term "hazardous material or substance"
shall be defined as any toxic or hazardous material as described in the Comprehensive Environmental Response, Compensating and
Liability Act of 1980. with all amendments and revisions thereto,
10.3.1.1 The Contractor shall not be required to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB).
10.3.2 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) or any other hazardous material. encountered on
the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report
the condition to the Owner and Architect in writing. The Owner . , t . or and Architect r.al then .roceed ame mann
described in Subparagraph 10.3.1
10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported
by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless
otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and
qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are
to perform the task of removal or safe containment of such material or substance.
LjLaioa, When the material or substance has been rendered harmless, Work in the
affected area shall resume upon written agreement of the Owner and Contractor. 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 shut -down, delay and start -up, which
adjustments shall be accomplished as provided in Article 7.
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itidentitityr
10.4 The Owner shall not be responsible under Paragraph 10.3 for materials and substances brought to the site by the Contractor unless
such materials or substances were required by the Contract Documents.
10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous
material or substance solely by reason of performing Work as requ by the Contract Documents, the Owner shall indemnify the
Contractor for all cost and expense thereby incurred.
10.6 EMERGENCIES
10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at th. Conmactor'„ diacz. t:.,,., take all reasonable
and necessary actions to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the
Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7.
ARTICLE 11 BELOW (PARAGRAPH 11.1 THROUGH PARAGRAPH 11.5.211S DELETED IN ITS ENTIRETY AND IS REPLACED
BY EXHIBIT "B" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE FOR ALI. PURPOSES
ARTICLE 11
414 EONTRACTOR'C LIABILITY INSURANCE
11.1.1
than may L..1:ab1c:
4
3
6
employees;
4 ekr ma fo 1a ,aigcs i,, ,cd by uan.1 pera.,n.,l jury l:.L;lity ct o r s c;
3
ofrtc.csultina
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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rcyln.cd to he 1 aftcr final Paymcnt.
11.1.3
11-2 OWNER'S LIABILITY INSURANCE
11.2.1
44,3 PROJECT MANAGEMENT PROTECTIVE L
11.3.2 To the cxte.at-da.....g,., arc eovcled L P.ojcct Management ..test ;vc L;aL:l;ty in9lha w, the Own.,., Contractor a..1 Architect
11.3.3
44,4 PROPERTY INSURANCE
11.4.1.1
demolition ,,cea.ioncd Ly enforcement of any ap Ic al .egetrcme..ts, and shall cove. rcasooaL1c compensation for Architect's and
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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11.4.1.4 This p.J h.3tho..CC shall cov.,. Yortio.,., of ti.— W.,.I. ,l ,.. d off the .itc, mid also port: ns of thc Work in transit.
and- C- z,,.tx....tor shall bates... 1a. reds.
11.4.7
pre.,,iu... directly .,r indirectly, and wheth, r
or not the Y ..rson or entity had m. i.. a. Llc int rat : thc pro damag.,d.
11.4.8
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similar-Manner:
such dinhiLution.
}i3 PERI'ORMANCE BOND A
-1 -1.5.2
12.1 UNCOVERING OF WORK
ARTICLE 12
UNCOVERING AND CORRECTION OF WORK
12.1.1 If a portion of the Work is covered contrary to the Architect's or Owner's request or to requirements specifically expressed in the
Contract Documents, it must, if required in writing by the Architect or Owner, be uncovered for the Architect's or Owners examination
and be replaced at the Contractor's expense without change in the Contract Time or Contract Sum.
12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered,
the Architect may request to see such Work and it shall be uncovered by the Contractor.
If such Work is not in
accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner
or a separate contractor in which event the Owner shall be responsible for payment of such costs.
12.2 CORRECTION OF WORK
12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or Owner 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 and compensation for the Architect' sand Owner's
services and expenses made necessary thereby, shall be at the Contractor's expense.
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12.2.2 AFTER SUBSTANTIAL COMPLETION
12.2.2.1 In addition to the Contractor's obligations under Paragraph 3.5, if, within one year after the date of Substantial Completion of
the Work or designated portion thereof or after the date for commencement of warranties established under Subparagraph 9.9.I, or by
terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be net-i s defective or otherwise
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
• give .,nth notice p t., a diacovery of the co nlili .,. Dui Dth'er the one y r ,,,,iod for eo....ction of W.,.k, if the Owner fails to .t.,ti€y
Eentactorand to ay.kt claim for wweady. If the Contractor fails to correct defective or otherwise nonconforming Work
within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance
with Paragraph 2.4. f the .ntractor . oe not . c ed wi •rrec 'on . such def- ve or of erwi e nonconfo _ • Work with'
reasonable time fixed by written notice from the Architect. the Owner may remove it and store the materials or equipment at the
Contractor's expense. If the Contractor does not nay costs of such removal and storaee within ten (10) days after written notice. the Owner
may sell such materials and eauipment at auction or at private sale and shall account for the net proceeds thereof. after deducting costs
and damages that should have been borne by the Contractor. including compensation for the Architects' services and expenses made
necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have home. the Contract Sum shall he reduced
by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount. the Contractor shall pay the
difference to the Owner.
12.2.2.2 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 performance of the Work.
12.2.2.3 The one -year period for correction of Work shall not be extended by corrective Work performed by the Contactor pursuant to
this Paragraph 12.2.
12.2.3 The Contractor shall remove from the site portions of the Work which are defective or otherwise not in accordance with the
requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.
12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed,
of the Owner or separate contractors caused in whole or in part by the Contractor's correction or removal of Work which is defective or
otherwise not in accordance with the requirements of the Contract Documents.
12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations
which the Contractor might have under the Contract Documents, Establishment of the one -year period for correction of Work as described
in Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time
within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which
proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically
to correct the Work.
12.2.5.1 The corrective remedies set forth in Paragraph 12 2 are not exclusive and shall not deprive the Owner of any action right or
remedy otherwise available to it for breach of any of the provisions of the Contract Documents.
12.3 ACCEPTANCE OF NONCONFORMING WORK
12.3.1 If the Owner prefers to accept Work which is defective or otherwise not in accordance with the requirements of the Contract
Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as
appropriate and equitable. Such adjustment shall be effected whether or not fmal payment has been made.
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13.1 GOVERNING LAW
13.1.1 The Contract shall be govemed by the law .,f the plucc whcc., the Proj.,ct is located. laws of Texas. and venue shall he in
Williamson County, Texas.
13.2 SUCCESSORS AND ASSIGNS
13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other
party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and
obligations contained in the Contract Documents. Exctipt us provi.k.d in StL 13.2.2, ....ithcr party t., the Contra. t shall-assign
Contractor may not assign its rights under
th - C.ntrac Doc -nts or . i. an ''hts t. .J mo ' due or . becom .ue. An enti which shall s cceedto e rithts o Owne
shall be entitled to enforce the rights of Owner hereunder. Anv assienment by Contractor without prior written consent from Owner shall
be void.
13.3 WRITTEN NOTICE
13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity
or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business
address known to the party giving notice.
13.4 RIGHTS AND REMEDIES
13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to
and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law.
13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under
the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be
specifically agreed in writing.
13.4.3 The invalidity of any hart or grovision of the Contract Documents shall not t�itpair or affect in any mann whatsoever the validi
enforceability or effect of the remainder of the Contract Documents.
13.5 TESTS AND INSPECTIONS
ARTICLE 13
MISCELLANEOUS PROVISIONS
13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules,
regulations or orders of public authorities having jurisdiction 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 and Owner timely written notice of when and where tests and inspections are to be made so that the Architect and
Owner may be present for such procedures. The Owner shall bear co,b fi ta, in P tons o
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13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing,
inspection or approval not included under Subparagraph 13.5. 1, the Architect will, upon written authorization from the Owner, instruct
the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the
Contractor shall give timely written notice to the Architect and Owner of when and where tests and inspections are to be made so that the
Architect may be present for such procedures. Such costs, except as provided in Subparagraph 13.5.3, shall be at the Owner's expense.
13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the
Work to comply with requirements established by the Contract Documents, or reveal faulty or otherwise defective Work, all costs made
necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at
the Contractor's expense.
13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured
by the Contractor and promptly delivered to the Architect.
13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly
and, where practicable, at the normal place of testing.
13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the
Work.
13.6 INTEREST
13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties
may agree upon in writing :.
No interest shall_be due on sums properly retained by Owner,
3
2 COSTS AND ATTORNEYS FEES
}3,4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
13.7.1 - -- er - -
4
any duty or obligation by thc Contractor or 0 w J-_..-_ o --._- ,-_.
13.7.1 If any action at law or in equity is necessary to enforce or interpret the terms of the Contract Documents the prevailing party shall
be entitled to reasonable attomev's fees. costs and necessary disbursements in addition to any relief to which it may be entitled.
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13,8 CONTRACTOR'S RECORDS
13.8.1 Contractor agrees to furnish Owner such information as may be available in Contractor's files and records for the Proiect for the
.ose of ai. in • - in estabf in a de. -ciation hedule fo e Pro'ec .r such .o 'ons thereof : Owner ma dete .'.
ECHA ICS' A ► MATE LMEN' LIENS
13.9.1 Contractor shall save and keep Owner. Owner's loan proceeds and Owner's property free from all mechanics' and materialmen's
liens and all other liens and claims, legal or equitable. arising out of Contractor's Work hereunder. In the event any such lien or claim is
filed her anyone claiminv bv throurh or under Contractor. Contractor shall remove and discharge same within ten (10) days of the filing
thereof.
13.9.2 Contractor shall and hereby does subordinate any and all liens. rights and interest (whether choate or inchoate and including
without limitation. all mechanics' and materialmen's liens under the applicable laws of the State of Texas. whether contractual. statutory
or constitutional) owned. claimed or held, or to be owned, claimed or held by Contractor in and to any part of the Work or the property
on which the Work is performed, to the liens securing payments of sums now or hereafter borrowed bv Owner in connection with the
development. design and/or construction of the Project and to all liens. rights and interests of any long -term ground lessee of the Project.
tractor shall execu ch -r and ad.' Tonal evi. -nce of the ubordin a •n of liens ri hts and ' Ceres as ti er Owner' interim
aypermanent lenders. or any long -term ground lessee may require. The subordination of liens is made m consideration of and as an
. duceme to the ex- ution an delive a Con.. D nts ands . all be a s.: able de .1: • n dis. u . -tween j - . arties hereto
or any others. or any default by Owner under the Contract Documents or otherwise,
13.9.3 Contractor shall include in every subcontract relating to the Work to which it is a party and in each and every lower tier
ontrac .rov'si.. 1 that ,re .er on .- enti d.' Wor .erformin! labor or Shin erials . tto each .contract
the
e
e
n
whi
h
Y -es to bor.' a - an me .ants' or 11_, ten. lmer' lien .r .n other c •im a_a' •n .art o_ the Work
Work is performed or materials furnished under the Contract Documents or such subcontract, to the liens securing payment of sums now
or hereafter borrowed by Owner in connection with the development, design and/or construction of the Proiect and to all liens, rights and
i terests . an lo. - rm a . nd lesse .f the Pr, -ct _._!t th re..ired ubo .inations . -- made in ensideratio..f an as an
Inducement to the execution and delivery of the Contract Documents and the subcontract in which it appears. and shall be applicable
ite , dis ut etween .r amon1 1 er Co,,, • ctor or , Su.. ... actor .r . default . Owner .ntractor . . Subc. t . • ctor
and . en t lende s nd an
tha • er
d
II
e a Con
ts or a
er ubc. tract or •. Bement
tDo
long -term ground lessee are express third -party beneficiaries who have supplied consideration for such subordination.
14.1 TERMINATION BY THE CONTRACTOR
efs int
ARTICLE 14
TERMINATION OR SUSPENSION OF THE CONTRACT
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14.1.1 The ontracto_ma to t' ate the .nlractD. ments'. emann .rovided'1 Para • a.. 14.1.2ifr-.eated et ions dela
or interruptions by the Owner constitute in the aggregate more than one hundred percent (100 %) of the total number of days scheduled
for completion, or one hundred twenty (120) • . ys in any 365 -day period. whichever is less or if all the Work is entirely stooped for a
continuous period of sixty (60) days for any of the following reasons through no act or fault of the Contractor or a Subcontractor. Sub -
subcontractor or their agents or employees or any other neperforming portions of the Work under contract with the Contractor: (1)
issuance of an order of a court or other public authority having jurisdiction: (2) an act of government. such as a declaration of national,
emergency. making material unavailable: or (3) because the Architect has not issued a Certificate for Payment and has not notified the
Contractor of the reason for withholding certification or because the Owner has not made payment on a Certificate of Payment (without
ca se within the e tat e. m the C. tract D. uments.
14.1.2 If one of the above reasons exists. the Contractor may. upon fourteen (14) days' written notice to the Owner and Architect,
termini - the Co.. act Do men less uc -ason is c.r d .nor . the ex.'r, on of r- notice . CIO and rn. er shall ur no
nt for Wo
ents
.r:
r: c.
ti.
liabili to Co
tor
on
f
h
n.r -tD.
ex
c
ents
Con
n
r s .e entitled
the effe
ve date
recd
term
.m e
n theb.
for uch
execu - . m acc nce vn
be as provided in the Contract Documents) and for payment for costs directly related to Work theretofore and thereafter performed by
Contractor'. -nnina't.• such W. kinclud'. reaso le de o.'lizati .n,., cancell nchar•- .rovide. chWo , is autho - -. in
advance by Architect and Owner
14.1.3 The Owner shall not be responsible for damages for Loss of anticipated profits on Work not performed on account of any
termination described in Paragraphs 14.1.1 and 14.1.2.
14.1.4 Notwithstanding an tithingherein to the contrary. the Contractor's right to terminate the Contract Documents shall always be
subject and subordinate to the right of any lender on the Proiect to assume the position of Owner under the Contract Documents.
-14:2 TERMINATION 13Y TIIE OWNER FOR CAUSE
r1
2
11
•
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14.2 TE INATIO BY OWNE
14.2.1 The Owner may terminate the Contract Documents if the Contractor: (1) refuses or fails to supoly sufficient skilled workers or
suitable materials or equipment to complete the Work in a diligent, efficient. timely. workmanlike. skillful and careful manner: (2) fails
o make rro .. t . a ents t ubcontr. tors for > .or mate i . s and/or ui men actor a e with th - res.ectiv a reements . - en
the ontractor .ndthe S.bcontrac rs• 3 di s e.ards law. .rdinance rules rea lationsor ,rders o arublic a ri had
(4) disregards the instruction of Architect or Owner (when such instructions are based on the requirements of the Contract Documents);
5 Iles r records r allows - n on cla'. b ou h or • er on t , for to file r record a ien or oth - claim a inst Owner Owner'
loan proceeds or Owner's property without removing and discharging same as reauired under the Contract Documents: or (6) otherwise
does not fully comply with the Contract Documents.
dictio
14.2.2 When any of the above reasons exists, the Owner may. without preiudice to any other rights or remedies of the Owner and after
giving the Contractor and the Contractor's surety. if any. seven (7) days' written notice (except in cases of emergency as reasonably
determined by the Owner). terminate the services of the Contractor and may: (1) take possession of the site and Project and of all materials,
equipment, tools and construction equipment and machinery thereon owned. rented or leased by the Contractor: and (2) finish the Work
by whatever method the Owner may deem expedient.
14/3 When the Owner terminates the Contract Documents for one of the reasons stated in Paragraph 14.2.1, the Contractor shall not
be entitled to receive further payment until the Work is finished.
14.2.4 To the extent the costs of completing Work- including compensation for additional professional services and expenses, exceed
those costs which would have been payable to Contractor to complete the Work except for Contractor's default, Contractor will pay the
difference to Owner. and this obligation for payment shall survive termination of the Contract Documents. Such costs incurred by Owner
will be determined by the Owner and confirmed by the Architect.
14.2.5 It is recognized that (1) if an order for relief is entered on behalf of Contractor pursuant to Title 11 of the United States Code,
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(2) if any other similar order is entered under any other debtor relief laws. (3) if Contractor makes a general assignment for the benefit
f i creditors 4 if a r . eiver is a.. ointed o. account . f its inso vent . t uch ev _ t could ' .. air or _ s t . to Con.. ctor's . erfo
of the Contract Documents. Accordingly. it is agreed that upon the occurrence of any such event, Owner shall be entitled to request of
Contractor or its successor in interest adequate assurance of future nerformance in accordance with the terms and conditions of the Contract
Documents. Failure to comply with such request within ten (10) days of delivery of the request shall entitle Owner to terminate the
Contract Documents and to the accompanying rights set forth above in Paragraphs 14.2.1 through 14.2.4 hereof. In all events pending
receipt of adequate assurance of performance and actual performance in accordance therewith. Owner shall be entitled to proceed with
the Work w its own force or with .ther co actors on a e -nd m.te - al or of r a..ro.riat basis the c. t of which will be
backcharged against the Contract Sum.
14.2.6 In addition to Owners right to remove Contractor from any part of the Work pursuant to the Contract Documents. Owner may
an time at 71 and wthout ca e to - to an of the W . rk or : bco tract or all - - mainin W . rk for an eason w at - ver
unmated
b
vin
se
n
d
d the effe
ve da
eo
rior written notice to ntractor .ecif in• he Wor, or sub o tract to b
termination. Contractor shall continue to prosecute the part of the Work or the Work not terminated. If the Work or any subcontract is so
terminated, Owner shall incur no liability to Contractor by reason of such termination. except that Contractor shall he entitled to payment
for Work done and properly executed in accordance with the Contract Documents prior to the eff ctive date o ermin. do t the basis or
uc .a a ent shal .e as .ro - ded in t Contract 1ocume is an f costs .' ctl related to Wo k thereto .re and -reafter .erformed
by Contractor in terminating such Work or subcontract includino reasonable demobilization and cancellation charges provided said Work
is authorized in advance by Architect and Owner. No .a e shall b ade b •wner however to the ex -nt that s, h Work .r
subcontract is, was or could have been terminated under the Contract Documents or an equitable a justment is made or denied under
anoth er .rovi .n of th - ontract Iocume t _ Incas • such -rminatio Owner will issue , Cons. tion .me D' ec ve or . u horize
a Change Order in making any required adjustment to the date of Substantial Completion and/or the Contract Sum- For the part of the
Work terminated. the applicable provisions of the Contract Documents shall continue in full force and effect as to all Work performed
•prior to the effective date of termination. For the remainder of the Work. the Contract Documents shall remain in full force and effect.
14.2.7 The Owner shall not be responsible for damages for loss of anticipated profits on Work not performed on account of any
termination described in Paragraph 14.2.6.
14.2.8 Upon a determination by a court of competent jurisdiction that termination of Contractor pursuant to the Contract Documents
was wrongful. such termination_will be deemed converted to a termination for convenience, and Contractors remedy for wrongful
termination shall be limited to the recovery of the payments permitted for termination for convenience as set forth herein.
14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt
such period of time as the Owner may determine.
14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time
interruption as described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall include profit.
the extent:
that performance is, was or would have been so suspended, delayed or interrupted
Contractor is responsible; or
the Work in whole or in part for
caused by suspension, delay or
No adjustment shall be made to
by another cause for which the
.2 that an equitable adjustment is made or denied under another provision of the Contract.
14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause.
14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall:
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Ai l hST:
.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and
.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all
existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed,
and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed.
OWNER: CONTRACTOR:
CITY OF ROUND ROCK, TEXAS HENSEL PHELPS CONSTRUCTION CO.
By: dr 10
Stluka, Jr., ayor
Dated:
By:
Dated: alli
Vic c e Vi President
AIA DOCUMENT A201 -GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND
CONTRACTOR AND ADDENDUM TO GENERAL CONDITIONS
THIS ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR AND
ADDENDUM TO "GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION: AIA DOCUMENT A201 -1997'
( "Addendum ") shall (i) amend certain provisions of the Standard Form of Agreement between Owner and Contractor to which this
Addendum is affixed (the "Standard Form "), and (ii) amend, supplement, modify, delete and replace by substitution the indicated
provisions of the General Conditions. If the numerical section referenced below is not one contained in the General Conditions, then such
text shall be added as a new section. If the numerical section referenced below is one for which there is a counterpart section referenced
in the General Conditions, then the referenced text shall be deemed added to the referenced section in the General Conditions, unless
otherwise indicated below. Wherever the terms hereof are inconsistent with the General Conditions, the terms hereof shall be controlling.
ADDENDUM TO STANDARD FORM OF AGREEMENT
1. Master Agreement: Owner has advised Contractor that Owner has entered into that certain Master Agreement Regarding
Convention Center Complex Development ( "Master Agreement ") with Ryan Sanders Ryan Sports, Inc. ( "RSR ") and that RSR, or one
of its affiliates, would use and occupy the Project following Completion. RSR subsequently lawfully assigned all of its rights and interests
to Round Rock Baseball, Inc. The Master Agreement provides for certain cooperation between Owner and RSR, and now between Round
Rock Baseball, Inc. as its assign, with regard to construction of the Project. The Contractor agrees to assist Owner in cooperating with
Round Rock Baseball, Inc. by providing to Round Rock Baseball, Inc. copies of all reports and other correspondence provided by
Contractor to Owner under the Contract Documents, and Contractor shall require itself and all of its subcontractors and agents to conduct
the Project Improvements Work in cooperation with Round Rock Baseball, Inc. so that (i) Round Rock Baseball, Inc. will be kept
reasonably apprized of all aspects of the Project Improvements Work, (ii) Round Rock Baseball, Inc. can minimize the risk of any Project
Change Orders, and (iii) Round Rock Baseball, Inc. can coordinate the installation of any improvements, fixtures or equipment by Round
Rock Baseball, Inc. or any of its sublessees, licensees or concessionaires.
2. Third Paris Beneficiary: Contractor agrees that RSR, and Round Rock Baseball, Inc. as its successor and assign under the Master
Agreement, and any other successors and assigns, are third party beneficiaries of the covenants, agreements, and warranties of the
Contractor under the Contract Documents.
ARTICLE 11 INSURANCE
11.1.1 Contractor shall, at its sole expense, maintain in effect at all times during the full term of its Work under the Contract
Documents and as otherwise required under the Contact Documents, insurance coverages with limits not less than those
set forth below in the Schedule of Insurance Coverages with insurers licensed to do business in the State of Texas and
acceptable to Owner and under forms of policies satisfactory to Owner. None of the requirements contained herein as
to types, limits or Owner's approval of insurance coverage to be maintained by Contractor is intended to and shall not
in any manner limit' qualify or quantify the liabilities and obligations assumed by Contractor under the Contract
Documents or otherwise provided by law. In the event of any failure by Contractor to comply with the provisions of
this Article 11, Owner may, without in any way compromising or waiving any right or remedy at law or in equity, on
notice to Contractor, purchase such insurance, at Contractor's expense, provided that Owner shall have no obligation
to do so and if Owner shall do so, Contractor shall not be relieved of or excused from the obligation to obtain and
maintain such insurance amounts and coverages.
11.2 SCHEDULE OF INSURANCE COVERAGES.
Coverage
11.2.1 Worker's Compensation
Worker's Compensation
Employer's Liability
EXHIBIT "B"
Minimum Amounts and Limits
Statutory Limits
$500,000
The policy shall include a Waiver of Subrogation in favor of the Indemnitees (as defined in the Contract Documents).
11.2.2 Commercial Cieneral Liability
Bodily Injury/
Property Damage
(Occurrence Basis)
$1,000,000 each occurrence, or
equivalent, subject to a $1,000,000
aggregate applicable to the Project
This policy shall be on a form acceptable to Owner, endorsed to include the Indemnitees as additional insureds, contain
cross - liability and severability of interest endorsements, state that this insurance is primary insurance as regards any
other insurance carried by the Indemnitees, and shall include the following coverages:
.1 Premises /Operations.
.2 Independent Contractors.
.3 Completed Operations for a period of two (2) years following the acceptance of Contractor's Work.
.4 Broad Form Contractual Liability specifically in support of, but not limited to, the Indemnity sections of the
contract.
.5 Broad Form Property Damage.
.6 Personal Injury Liability with employee and contractual exclusions removed.
.7 Delete Exclusions relative to Collapse, Explosion and Underground Property Damage Hazards.
11.2.3 Comprehensive Automobile Liability
.1 Bodily Injury $250,000 per person
$500,000 per occurrence
.2 Property Damage $100,000 per occurrence,
or equivalent
This policy shall be on a standard form written to cover all owned, hired and non -owned automobiles. The policy shall
be endorsed to include the Indemnitees as additional insureds, contain cross - liability and severability of interest
endorsements, and state that this insurance is primary insurance as regards any other insurance carried by the
Indemnitees.
11.2.4 Umbrella Excess Liability Insurance
Bodily Injury/ $2,000,000 per occurrence
Property Damage $2,000,000 aggregate
(Occurrence Basis)
This policy shall be written on an umbrella excess basis above coverages as described herein, endorsed to include the
Indemnitees as additional insureds, contain cross - liability and severability of interest endorsements, and state that this
insurance is primary insurance as regards any other insurance carried by the Indemnitees. In addition, the policy shall
be endorsed to provide defense coverage obligations.
11.2.5 Broad Form Boiler and Machinery Insurance
Contractor shall maintain, at its sole expense, such boiler and machinery insurance as may be required by the Contract
Documents or by law. This insurance shall include the interests of Owner, Contractor and Subcontractors in the Work
as set forth herein (and in Subparagraph 11.3.1 below).
11.2.6 Performance Bond and Labor and Material Payment Bond
1 If requested by Owner, Contractor shall obtain, and shall require each Subcontractor designated by Owner to
obtain, a Performance Bond and Labor and Material Payment bond in the amount of 100% of the Contract Sum
in the case of Contractor, and 100% of the applicable contract amount for designated Subcontractor.
Contractor shall deliver the executed originals and two (2) executed copies of each of its required bonds to
Owner not later than the date of execution of the Agreement and deliver the executed originals and two (2)
executed copies of each of the required Subcontractor bonds to Owner not later than the date of execution of
the Subcontractor bond with any such Subcontractor.
.2 The bonds shall in all respects conform to the requirements of the laws of the State of Texas.
11.3 BUILDER'S RISK INSURANCE
Contractor shall maintain, at its sole expense, all -risk builder's risk insurance as follows:
11.3.1 Contractor shall carry completed value form builder's risk property insurance upon the entire Work for 100% of the full
replacement cost value thereof (100% includes additional costs of architectural and engineering services in the event
of a loss). This policy shall include the interests of the Owner and the other Indemnitees, Contractor, and Subcontractors
in the Work as named insureds, as their interests may appear, and shall be on an "All Risk" basis for physical loss or
damage including, without limitation, fire, flood, earthquake, subsidence, hail, theft, vandalism and malicious mischief
and shall include coverage for portions of the Work while it is stored off the site or is in transit. This policy shall
provide, by endorsement or otherwise, that Contractor shall be solely responsible for the payment of all premiums under
the policy, and that Owner and the other Indemnitees shall have no obligation for the payment thereof, notwithstanding
that Owner and the other Indemnitees are named insureds under the policy. Any insured loss or claim of loss shall be
adjusted by the Owner, and any settlement payments shall be made payable to the Owner as trustee for the insureds, as
their interests may appear, subject to the requirements of any applicable mortgage clause. Upon the occurrence of an
insured loss or claim of loss, monies received will be held by Owner who shall make distribution in accordance with
an agreement to be reached in such event between Owner and Contractor. If the parties are unable to agree between
themselves on the settlement of the loss, such dispute shall be submitted to a court of competent jurisdiction to determine
ownership of the disputed amounts but the Work of the Project shall nevertheless progress during any such period of
dispute without prejudice to the rights of any party to the dispute. The Contractor shall be responsible for any loss
within the deductible area of the policy.
11.4 CONTRACTOR'S EOUIPMENT POLICY
11.4.1 Any such insurance policy covering Contractor's or its Subcontractors' equipment against loss by physical damage shall
include an endorsement waiving the insurer's right of subrogation against the Indemnitees. Such insurance shall be
Contractor's and its Subcontractors' sole and complete means of recovery for any such loss. Should Contractor or its
Subcontractors choose to self - insure this risk, it is expressly agreed that the Contractor and its Subcontractors hereby
waive any claim for damage or loss to said equipment in favor of the Indemnitees.
11.5 EVIDENCE OF INSURANCE
11.5.1 Evidence of the insurance coverage required to be maintained by the Contractor under this Article 11, represented by
Certificates of Insurance issued by the insurance carrier, must be furnished to the Owner prior to Contractor starting
Work. Certificates of Insurance shall specify the insured status mentioned above in this Article 11, as well as the
waivers of subrogation. Such Certificates of Insurance shall state that Owner will be notified in writing thirty (30) days
prior to cancellation, material change, or non-renewal of insurance. Contractor shall provide to Owner a certified copy
of any and all applicable insurance policies upon request of Owner. Timely renewal certificates will be provided to
Owner as the coverage renews.
11.6 SIIBCONTRACTORS' INSURANCE
11.6.1 Insurance similar to that required of Contractor shall be provided by or on behalf of all Subcontractors to cover their
operations performed under the Contract Documents. Contractor shall be held responsible for any modification in these
insurance requirements as they apply to Subcontractors. Contractor shall maintain Certificates of Insurance from all
Subcontractors, enumerating among other things, the waivers in favor of, and insured status of, the Indemnitees, as
required herein, and make them available to Owner upon request.
11.6.2 The term "Subcontractor(s)" for the purposes of this Article 11 shall include subcontractors of any tier.
11.7 RELEASE AND WAIVER OF SUBROGATION
11.7.1 Contractor hereby releases, and shall cause its Subcontractors to release, Owner and the other Indemnitees (defined
below) from any and all claims or causes of action whatsoever which Contractor and/or its Subcontractors might
otherwise possess resulting in or from or in any way connected with any loss covered or which should have been
covered by insurance, including the deductible portion thereof, maintained and/or required to be maintained by
Contractor and/or its Subcontractors pursuant to the Contract Documents, including without limitation, those arising
out of the sole or concurrent negligence of Owner and the other Indemnitees,
11.7.2 Contractor hereby releases, and shall cause its Subcontractors to release, Owner and Round Rock Baseball, Inc. from
any and all claims or causes of action whatsoever which Contractor and/or its Subcontractors might otherwise possess
resulting in or from or in any way connected with any loss covered or which should have been covered by insurance,
including the deductible portion thereof, maintained and/or required to be maintained by Contractor and/or its
Subcontractors pursuant to the Contract Documents, including without limitation, those arising out of the sole or
concurrent negligence of Owner or Round Rock Baseball, Inc.
11.8 INDEMNIFICATION
11.8.1 To the fullest extent permitted by applicable law, Contractor shall and does agree to indemnify, protect, defend and hold
harmless the Owner, Owner's partners, affiliated companies of Owner and of any partner, Round Rock Baseball, Inc.,
Architect and their respective officers, directors, shareholders, employees and agents (collectively the "Indemnitees ")
from and against all claims, damages, losses, liens, causes of action, suits, judgments, and expenses, including attorney
fees, of any nature, kind or description of any person or entity, directly or indirectly arising out of, caused by, or
resulting from (in whole or in part), (1) the Work performed hereunder, or any part thereof, (2) the Contract Documents,
or (3) any act or omission of Contractor, any Subcontractor, anyone directly or indirectly employed by them, or anyone
that they control or exercise control over, (collectively the "Liabilities "). The obligations of Contractor under this
indemnification shall apply to liabilities even if such liabilities are caused in whole or in part by the negligence
of any Indemnitee. Contractor shall promptly advise Owner in writing of any action, administrative or legal proceeding
or investigation as to which this indemnification may apply, and Contractor, at Contractor's expense, shall assume on
behalf of Owner (and the other Indemnitees) and conduct with due diligence and in good faith the defense thereof with
counsel satisfactory to Owner; provided, however, that Owner shall have the right, at its option, to be represented therein
by advisory counsel of its own selection and at its own expense. In the event of failure by the Contractor to fully
perform in accordance with this indemnification paragraph, Owner, at its option, and without relieving Contractor of
its obligations hereunder, may so perform, but all costs and expenses so incurred by Owner in that event shall be
reimbursed by Contractor to Owner, together with interest on the same from the date any such expense was paid by
Owner until reimbursed by Contractor, at the rate of interest provided to be paid on judgments under the laws of the
State of Texas. This indemnification shall not be limited to damages, compensation or benefits payable under insurance
policies, workers' compensation acts, disability benefit acts or other employees' benefit acts.
11.8.2 It is understood and agreed that Subparagraph 11.8 above is subject to, and expressly limited by, the terms and
conditions of TEX. CIV. PRACT. & REM. CODE ANN. § §130.001 - 130.005 (Vemon Supp. 1989), as amended.
Contractor shall not be obligated under Subparagraph 9.12 to indemnify or hold harmless Architect or an agent, servant,
or employee of Architect from liability or damage that:
.1 is caused by or results from:
(A) defects in plans, designs, or specifications prepared, approved, or used by the Architect; or
(B) negligence of the Architect in the rendition or conduct of professional duties called for or arising out
of the Contract Documents and the plans, designs or specifications that are a part of the Contract
Documents; and
.2 arises from:
(A) personal injury or death;
(B) property injury; or
(C) any other expense that arises from personal injury, death or property injury.
•
11.8.3 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability
of the indemnification obligation under this Paragraph 9.12, such legal limitations are made a part of the indemnification
obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the
provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation
shall continue in full force and effect.
11.9 CLAIMS MADE POLICIES
11.9.1 With respect to any of the insurance policies provided by Contractor pursuant to the Contract Documents which are
"claims made" policies, in the event at any time any such policies are canceled or not renewed, Contractor shall provide
a substitute insurance policy(ies) with terms and conditions and in amounts which comply with the terms of the Contract
Documents and which provide for retroactive coverage to the date of cancellation or non- renewal to fill any gaps in
coverage which may exist due to the cancellation or non - renewal of the prior "claims made" policies. With respect to
all "claims made" policies which are renewed, Contractor shall provide coverage retroactive to the date of
commencement of the Work in said renewed policy. All said substitute or renewed "claims made" policies shall be
maintained in full force and effect for the longer of (i) two years from the date of completion of the work or (ii) as
otherwise required by the Contract Documents. A certificate evidencing continuation of such policies shall be submitted
with the fmal Application for Payment as required by Subparagraph 9.10.2. Nothing herein shall affect the continuing
effect of the indemnity clauses in the Contract Documents.
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
PERFORMANCE BOND
Bond No. 198B103177307BCA
KNOW ALL MENBYTHESE PRESENTS: That Hensel Phelps Construction Co. of the
City of Austin , County of Travis , and State of
Texas , as Principal, andT§uretyr8ompany it an authorized under the law
of the State of Texas to act as surety on bonds for principals, are held and firmly bound unto
THE CITY OF ROUND ROCK, TEXAS, (Owner), in the penal sum of Fifteen Million
One Hundred Sixty -Three Thousand dollars ($ 15,163,000.00 ) for the payment
whereof, well and truly to be made the said Principal and Surety bind themselves, and their
heirs. administrators, executors, successors and assigns, jointly and severally, by these
presents:
WHEREAS, the Principal has entered into a certain written contract with the Owner dated
the 8th day of July , 19 99 to which the
contract is hereby referred to and made a part hereof as fully and to the same extent as if
copied at length herein consisting of:
The Round Rock Convention Center Complex
NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION IS SUCH, that if the
said Principal shall faithfully perform said Contract and shall, in all respects, duly and
faithfully observe and perform all and singular the covenants, conditions and agreements in
and by said Contract, agreed and covenanted by the Principal to be observed and performed,
including but not limited to, the repair of any and all defects in said work occasioned by and
resulting from defects in materials furnished by or workmanship of, the Principal in
performing the work covered by said Contract and occurring within a period of twelve (12)
months from the date of the contract Completion Certificate and all other covenants and
conditions, according to the true intent and meaning of said Contract and the Plans and
Specifications hereto annexed, then this obligation shall be void; otherwise to remain in full
force and effect;
PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter
2253, Texas Government code, as amended, and all liabilities on this bond shall be
determined in accordance with the provisions of said Chapter 2253 to the same extent as if
it were copied at length herein.
PERFORMANCE BOND (continued)
Surety, for value received. stipulates and agrees that no change, extension of time, alteration
or addition to the term of the contract, or to the work performed thereunder, or the plans,
specifications, or drawings accompanying the same, shall in anywise affect its obligation on
this bond, and it does hereby waive notice of any such change, extension of time, alteration
or addition to the terms of the contract, or to the work to be performed thereunder.
IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this
instrument this 8th day of July
19 99 .
Hensel Phelps Construct' n Co.
Principal 9
B
Vice President
Title
PO Box 140107, Austin, TX 78714 One Tower Square, Hartford, CT 06183
Address Address
Resident Agent of Surety:
Derrell C. Dodson
Printed Name
Dodson - Bateman & Company
8350 Meadow Road, Suite 181
Address
Dallas, Texas 75231
ity, State # • Code
Travelers Casualty and Surety Company
Sure
Title
Attorney -in -Fact
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
PAYMENT BOND
The Round Rock Convention Center Complex
Bond No. 19SB103177307BCA
KNOWALLMENBYTHESEPRESENTS: That Hensel Phelps Construction Co., ofthe City
of Austin County of Travis , and State of
Texas as Principal, and suret company a honzed under the laws of the
State of Texas to act as Surety on Bonds for Principals, are held and firmly bound unto THE
CITY OF ROUND ROCK, (OWNER), and all subcontractors, workers, laborers,
mechanics and suppliers as their interest may appear, all of whom shall have the right to sue
upon this bond, in the penal sum of Fifteen Million One Hundred Sixty -Three
Thousand Dollars (5 15,163,000.00 ) for the payment
whereof, well and truly be made the said Principal and Surety bind themselves and their
heirs, administrators, executors, successors, and assigns, jointly and severally, by these
presents:
WHEREAS, the Principal has entered into a certain written contract with the Owner, dated
the 8th day of July , 19 99 , to which Contract is
hereby referred to and made a part hereof as fully and to the same extent as if copied at
length herein consisting of:
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the
said Principal shall well and truly pay all subcontractors, workers, laborers, mechanics, and
suppliers, all monies to them owing by said Principals for subcontracts, work, labor,
equipment, supplies and materials done and furnished for the construction of the
improvements of said Contract, then this obligation shall be and become null and void;
otherwise to remain in full force and effect.
PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter
2253, Texas Government code, as amended, and all liabilities on this bond shall be
determined in accordance with the provisions of said Chapter 2253 to the same extent as if
it were copied at length herein.
PAYMENT BOND (continued)
Surety, for value received, stipulates and agrees that no change, extension of time, alteration
or addition to the terms of the contract, or to the work performed thereunder, or the plans,
specifications or drawings accompanying the same shall in anywise affect its obligation on
this bond, and it does hereby waive notice of any such change, extension of time, alteration
or addition to the terms of the contract, or to the work to be performed thereunder.
IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this
Instrument this 8th day of July , 1999
Hensel Phel
Principal
Vice President
Title
Address
Derrell C. Dodson
Address
Dallas, Texas 75231
, State & Zip .de
gnature
PO Box 140107, Austin, TX 78714
Resident Agent of Surety:
Printed Name
Dodson - Bateman & Company
8350 Meadow Road, Suite 181
Travelers Casualty and Surety Company
Su
B
Attorney-in-Fact
Title
One Tower Square, Hartford, CT 06183
Address
BOND NUMBER 19SB103177307BCA
Dated July 8
WARRANTY BOND
KNOW ALL MEN BY THESE PRESENTS,
That we, Hensel Phelps Construction Co.
AMOUNT
(hereinafter called the "Principal ") as Principal,
and the Travelers Casualty and Surety Compan9 Corporation duly organized under the laws
of the State of Connecticut and duly licensed to transact business in
the State of Texas (hereinafter called the "Surety"), as Surety, are
held and firmly bound unto THE C1TY OEROUND ROCK, TEXAS (hereinafter called
the "Obligee "), in the sum of Fifteen Million One Hundred
Sixty -Three Thousand and No /100 dollars ($ 15,163,000.00 ) for the
payment of which sum well and truly to be made, we, the said Principal and the said Surety,
bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and
severally, firmly, by these presents.
Sealed with our seals and dated this 8th day of July , A.D. nineteen hundred
and ninety -nine
WHEREAS, the said Principal has heretofore entered into a contract with
The City of Round Rork Texas
, 19 99 , for construction of:
The Round Rock Convention Center Cnmplex
$15,163,000.00
WHEREAS, the said Principal is required to guarantee the construction of all improvements
installed under said contract, against defects in materials or workmanship, which may
develop during the period of one year(s) from the date of acceptance of the
project above described, by Owner:
The City of Round Rock, Texas
NOW, THEREFORE, THE CONDITIONS OF THE OBLIGATIONS IS SUCH, that if said
Principal shall faithfully carry out and perform the said guarantee, and shall, on due notice,
repair and make good at its own expense any and all defects in materials or workmanship in
the said work which may develop during the period of one year(s) from the date of
acceptance of the project above described, by Owner:
The City of Round Rock, Texas
WARRANTY BOND (continued)
OR shall pay over, make good and reimburse to the said Obligee all loss and damage which
said Obligee may sustain by reason of failure or default of said Principal so to do, then this
obligation shall be null and void; otherwise shall remain in full force and effect.
Hensel Phelps Constructio
By: WO
Vice President
Title
PO Box 140107, Austin, TX 78714
Address
Resident Agent of Surety:
Derrell C. Dodson
Printed Name
Dodson - Bateman & Company
8350 Meadow Road, Suite 181
Address
Dallas, Texas 75231
Ci , State & Zi. Code
Signature
Travelers Casualty and Surety Company
Title
Attorney -in -Fact
Onne Tower Square, Hartford, CT 06183
Address
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELERS CASUALTY AND SURETY COMPANY
FARMINGTON CASUALTY COMPANY
Hartford, Connecticut 06183 -9062
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
Naperville, Dlinois 60563 -8458
POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S) -IN -FACT
KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY,
corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford,
County of Hartford, State of Connecticut, and TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, a
corporation duly organized under the laws of the State of Illinois, and having its principal office in the City of Naperville, County of
DuPage, State of Illinois, (hereinafter the "Companies ") hath made, constituted and appointed, and do by these presents make,
constitute and appoint: Kathryn J. O'Shea, Connie K. Boston, Donald B. Martin, 'Chris S. Richmond, Scott Thomas,
Margaret A. Meis, Darlene Krings, Michael O'Shea, William C. Bensler, Kelly T. Urwiller or Russell J. Michels " *
of Greeley, CO, their true and lawful Attorney(s) -in -Fact, with full power and authority hereby conferred to sign, execute and
acknowledge, at any place within the United States, or, if the following line be filled in, within the area there designated
the following instrument(s):
by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the
nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto
and to bind the Companies, thereby as fully and to the same extent as if the same were signed by the duly authorized officers
of the Companies, and all the acts of said Attorney(s) -in -Fact, pursuant to the authority herein given, are hereby ratified and
confirmed.
This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are
now in full force and effect:
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any
Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact
and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe
to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in
the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such
appointee and revoke the power given him or her.
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President
may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is
in writing and a copy thereof is filed in the office of the Secretary.
VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional
undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any
Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any
Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if
required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or
by one or more Company officers pursuant to a written delegation of authority.
This Power of Attorney and Certificate of Authority is signed and sealed by facsimile under and by authority of the following
Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, which Resolution is now in full force and effect:
VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice
President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any
power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for
purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney
or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and
certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or
undertaking to which it is attached.
(8 -971
IN WITNESS WHEREOF, TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS
CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and TRAVELERS CASUALTY AND
SURETY COMPANY OF ILLINOIS have caused this instrument to be signed by their Senior Vice President, and their corporate
seals to be hereto affixed this 31st day of December, 1998.
STATE OF CONNECTICUT
) SS. Hartford
COUNTY OF HARTFORD
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELERS CASUALTY AND SURETY COMPANY
FARMINGTON CASUALTY COMPANY
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
George W. Thompson
Senior Vice President
On this 31st day of December, 1998 before me personally came GEORGE W. THOMPSON to me known, who, being by me duly
sworn, did depose and say: that he/she is Senior Vice President of TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, the corporations described in and which executed the
above instrurent; that he/she knows the seals of said corporations; that the seals affixed to the said instrument are such corporate
seals; and that he/she executed the said instrument on behalf of the corporations by authority of his/her office under the Standing
Resolutions thereof.
rY\ctAL. c. totem).*
My commission expires June 30, 2001 Notary Public
Marie C. Tetreault
CERTIFICATE
I, the undersigned, Assistant Secretary of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA,
TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, stock corporations of
the State of Connecticut, and TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, stock corporation of the
State of Illinois, DO HEREBY CERTIFY that the foregoing and attached Power of Attorney and Certificate of Authority remains in
full force and has not been revoked; and furthermore, that the Standing Resolutions of the Boards of Directors, as set forth in the
Certificate of Authority, are now in force.
Signed and Sealed at the Home Office of the Company, in the City of Hartford, State of Connecticut. Dated this 8th day of
July 19 99
By
Brian Hoffman
Assistant Secretary, Bond
07/06/99 TUE 10 :12 FAX 214 363 9269 DODSON - BATEMAN
(8
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELERS CASUALTY AND SURETY COMPANY
FARMINGTON CASUALTY COMPANY
Hartford, Connecticut 06183 -9062
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
Naperville, Illinois 605634438
lt 002
POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S) -IN -FACT
KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY,
corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford,
County of Hartford, State of Connecticut, and TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, a
corporation duly organized under the laws of the State of Illinois, and having its principal office in the City of Naperville, County of
DuPage, State of Illinois, (hereinafter the "Companies ") hath made, constituted and appointed, and do by these presents make,
constitute and appoint: Derrell C. Dodson, Elnora Crutbis, Sam J. Mullis, Jr., Dec Stone, Douglas Moore, Luke J Nolan, Jr.
or Irma Molina •
of Dallas, TX, their true and lawful Attorney(s)•in•Faet, with full power and authority hereby conferred to sign, execute and
acknowledge, at any place within the United States, or, if the following line be filled in, within the area there designated
the following instrument(s):
by his/her sole signature and act, any and all bonds, recognizance's, contracts of indemnity, and other writings obligatory in the
nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto
and to bind the Companies, thereby as fully and to the same ertent as if the same were signed by the duly authorized officers
of the Companies, and all the acts of said Attorncy(s) -in -Fact, pursuant to the authority herein given, are hereby ratified and
confirmed.
This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are
now in full force and effect:
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vicc President, any Vice President, any
Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact
and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe
to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in
the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such
appointee and revoke the power given him or her.
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President
may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is
in writing and a copy thereof is filed in the office of the Secretary.
VOTED: That any bond, recognisance, contract of indenurity, or writing obligatory in the nature of a bond, recognizance, or conditional
undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any
Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any
Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if
required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or
by one or more Company officers pursuant to a written delegation of authority.
This Power of Attorney and Certificate of Authority is signed and sealed by facsimile under and by authority of the following
Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, which Resolution is now in full force and effect:
VOTED: That the signature of each of the following officers: President, any Executive Vice President, anySenior Vice President, any Vice
President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any
power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Feet for
purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney
or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and
certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or
undertaking to which it is attached.
07/06/99 TUE 10:12 FAX 214 363 9269
DODSON - BATEMAN
IN WITNESS WHEREOF, TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS
CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and TRAVELERS CASUALTY AND
SURETY COMPANY OF ILLINOIS have caused this instrument to be signed by their Senior Vice President, and their corporate
seals to be hereto affixed this 4th day of June, 1998.
STATE OF CONNECTICUT
}SS. Hartford
COUNTY OF HARTFORD
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELERS CASUALTY AND SURETY COMPANY
FARMINGTON CASUALTY COMPANY
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
By
George W. Thompson
Senior Vice President
On this 4th day of June, 1998 before me personally came GEORGE W. THOMPSON to me known, who, being by Inc duly sworn,
did depose and say: that he/she is Senior Vice President of TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, the corporations described in and which executed the
above instrument; that he/she lcnows the seals of said corporations; that the seals affixed to the said instrument are such corporate
seals; and that he/she executed the said instrument on behalf of the corporations by authority of his/her office under the Standing
Resolutions thereof.
rr`o.A,Lit, e sir
My commission expires June 30, 2001 Notary Public
Marie C. Tetreault
CERTIFICATE
1. the undersigned, Assistant Secretary of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA,
TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, stock corporations of
the State of Connecticut, and TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, stock corporation of the
State of Illinois, DO HEREBY CERTIFY that the foregoing and attached Power of Attorney and Certificate of Authority remains in
full force and has not been revoked; and furthermore, that the Standing Resolutions of the Boards of Directors, as set forth in the
Certificate of Authority, are now in force.
Signed and Sealed at the Home Office of the Company, in the City of Hartford, State of Connecticut. Dated this 8th day of
July , 19 49.
1
By
Brian Hoffman
Assistant Secretary, a ond
0003
RESOLUTION
Hensel Phelps Construction Co.
October 16, 1998
The Board of Directors of Hensel Phelps Construction Co. met at the offices of the
company, 420 Sixth Avenue, Greeley, Colorado, on the 16th day of October, 1998 at its Regular
Meeting.
A quorum of directors being present, an order of business was brought forward to identify
the employees of the company authorized to sign bids, construction documents and other
contracts and agreements for the company.
Whereupon, the following Resolution was moved, seconded, and carried:
BE IT RESOLVED, that the following employees of the company are authorized
to sign bids, construction documents and other contracts and agreements for and on
behalf of Hensel Phelps Construction Co. and said documents are approved for attestation
by the Secretary and /or Assistant Secretaries of the company.
Jerry L. Morgensen, President
Eric L. Wilson, Vice President and Secretary
Stephen J. Carrico, Vice President of Finance
Jon W. Ball, Vice President
Robert E. Daniels, Executive Vice President
Wayne S. Lindholm, Vice President
G. Victor McNallie, Vice President
Ronald G. Norby, Vice President
Robert J. Pesavento, Executive Vice President
Jeffrey K. Wenaas, Vice President
Thomas L. Kueck, Operations Manager
CERTIFICATION
I, Eric L. Wilson, Secretary of Hensel Phelps Construction Co., do hereby certify the
above and foregoing Resolution was adopted by the Board of Directors of Hensel Phelps
Construction Co. at its Regular Meeting of the Board of Directors on October 16, 1998 and that
the Resolution is in full force and effect. This Certification is made and entered into this 8th day
of February 1999.
Eric L. Wilson, Secretary
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER
Flood and Peterson Insurance, Inc.
P.O. Box 578
Greeley, CO 80632
970 - 356 - 0123
INSURED
Hensel Phelps Construction Co.
P.O. Box 140107
Austin TX 7
THIS IS to CE Y THAT the Insured named above is insured by the Companies listed above with respect to the business
operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used
by the companies, and further hereinafter described. Exceptions to the policies are noted below.
CO TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION
LTR NUMBER
DATE DATE
111.111
01
01
GENERALLIABILITI GLSA260T8073 06
* OTHER Builders Risk TBD
* Indemnitees as additional insureds
CERTIFICATE HOLDER: City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
atm: Joanne Land
poscbid.msuspec mist <1
99
C
D
0
* Indemnitees as additional insureds /this insurance primary
A AUTOMOBILELIABILITYCAP260T805A 06/01/99 06/01/00
Includes all owned, hired and non -owned vehicles
* Indemnitees as additional insureds /this insurance primary
A EXCESS LIABILITY CUP275T3633 06/01/99 06/01/00
* Indemnitees as additional insureds /this insurance primary
A WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
UB260T8036 06/01/99 06/01/00
Includes a waiver of subrogation in favor of Indemnitees
To Be Determined
PBD -7
COMPANIES AFFORDING COVERAGE
A Travelers Indemnity Company of IL
B Zurich American
LIMITS
00 GENERAL AGGREGATE
PRODUCTS - COMP /OP AGG.
PERSONAL & ADV. INJURY
EACH OCCURRENCE
FIRE DAMAGE (Any one fire)
MED. EXPENSE (Any one person) S
COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
EACH OCCURRENCE
AGGREGATE
XX STATUTORY LIMITS
EACH ACCIDENT
DISEASE - POLICY LIMIT
DISEASE - EACH EMPLOYEE
Date: July 1, 1999
$ 2,000,000
$
$
S
4,000,000
2,000,000
2,000,000
50,000
2,000,000
2,000,000
1,000,000
1,000,000
1,000,000
All Risk during course of
construction 100% contract value
$10,000 deductible
DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES /SPECIAL ITEMS /EXCEPTIONS
Project: The Round Rock Convention Center Complex
*Additional Insureds (as respects this project): City of Round Rock, Ryan Sanders Ryan Sports,
Inc. ( "RSR "),and Round Rock Baseball, Inc. as its successor and assign
The City of Round Rock is named as additional insured with respect to all policies except Workers' Compensation and Employers' Liability. Should any
‘f the above described policies by cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice
to the certificate holder named below.
ATURE �1)THORIZE NTA V�
Typed Name: Connie K. Boston
Title: Licensed Agent /Authorized Representative
June 30, 1999
Round Rock City Council
Mayor Robert A. Stluka, Jr.
221 E. Main Street
Round Rock, Texas 78664
Re: Construction funds for the construction of the Convention Center Complex
Dear Mayor Stluka and Councilmembers:
The purpose of this letter is to set forth the intentions of the undersigned with respect to the
contract for the construction of the Convention Center Complex as defined in the Master
Agreement regarding Convention Center Complex Development dated February 25, 1999.
It is understood that the lowest and best bid from Hensel Phelps Construction Co. including
acceptable alternates, for the Convention Center Complex is $15,163,000.00. It is also
understood that the funds in the Trustee's account currently available for construction is
approximately $11,228,612.00. The undersigned agree and commit that prior to October 1, 1999
we will cause to be deposited with the Trustee, additional cash funds in the amount
$3,934,388.00 in order to bring the total funds available for construction to the bid amount of
$15,163,000.00. We understand that in reliance upon this commitment, that the City Council
will authorize the construction of the Convention Center Complex to commence.
It is further understood that the construction contract amount of $15,163,000.00 is subject to
future modification due to necessary change orders, in accordance with the construction contract
and the Master Agreement.
Round Rock Baseball, Inc.
By:
P.O. Box 5309 * Round Rock, TX 78683 * (512) 255 -2255 * (512) 255 -1558 lax
www.roundrockexpress.com
Hensel Phelps
Construction Co.
SOUTHWEST DISTRICT
8322 Cross Park Drive
Austin, Texas 78754
P.O. Box 140107
Austin, Texas 78714 -0107
(512) 834 -9848
(512) 834 -9844 FAX
July 1, 1999
Mayor and City Council
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
RE: The Round Rock Convention Center Complex
Highway 79, Adjacent to Old Settlers Park
Round Rock, Texas
Dear Mayor Stluka and Councilmembers:
Hensel Phelps Construction Co. is submitting this letter to set forth its intentions and
understandings with respect to the funding limitations for the work on "Package C" of the
above referenced project.
HPCC understands that with alternates, the bid for the work on Package C is the sum of
$15,163,000.00 and that the City has on deposit for said work the sum of approximately
$11,228,612.00. HPCC further understands that Round Rock Baseball, Inc. has committed
to deposit cash in the amount of $3,934,388.00 with the City on or before October 1, 1999,
which deposit will bring the total amount of funds available for the project to
$15,163,000.00.
HPCC hereby agrees that if the project is terminated by the City in accordance with Article
14, Paragraph 14.4, TERMINATION BY THE OWNER FOR CONVENIENCE, on or
before October 8, 1999, that the currently available funds of $11,228,612.00 will be
adequate to properly terminate Package C and to complete the meeting facility
(approximately 8,500 square feet) portion of the project.
Sincerely,
HENSEh PHELPS CON UCTION CO.
Vic McNallie
Vice President
VMc /drf
Performance!
July 13, 1999
To: Mr. Jim Nuse CORR
Mr. Kevin Taylor HKS
Fr: R.D. Sneed
MEMORANDUM
Re: SIGNED ORIGINALS OF NOTICE TO PROCEED
Round Rock Convention Center Complex
Please find enclosed one (1) original signed copy of the Notice to Proceed for the above
referenced project.
If you have any questions please call.
Cc: File
P.O. Box 5309 * Round Rock, TX 78683 * (512) 255 -2255 * (512) 255 -1558 fax
www.roundrockexpress.com
CITY OF ROUND ROCK
Mayor
Robert A. Stlaka, Jc
Mayor Pro -teen
Marsha A. Chavez
Council Members
Tom Nielson
Earl M. Hairston
Rick Stewart
Earl Palmer
Jimmy Joseph
City Manager
Robert L Bennett, Jr.
City Attorney
Stephan L Sheets
July 9, 1999
Mr. Vic McNallie, Vice President
Hensel Phelps Construction Company
PO Box 140107
Austin, Texas 78714 -0107
RE: The Round Rock Convention Center Complex
Hiway 79, Adjacent to Old Settlers Park
Round Rock, Texas
Dear Mr. McNallie,
Please let this letter serve as your Notice to Proceed on the contract amount of
$15,163,000 -00 for the Round Rock Convention Center Complex, Round Rock, Texas.
In accordance with this Notice to Proceed dated July 9, 1999, you are to have
substantial completion of the work not later than April 1, 2000, as per contract
agreement.
Please sign and return one ( 1 ) copy of this Notice to Proceed to our office. Should
you have any questions, please advise. We look forward to working with you on this
project.
Cordi
Receipt of the above Notice roceed is hereby acknowle by Mr. Vic McNallie,
Vice President. ensel Ph- • ' onstruction Co. this the day of July, 1999.
BY:
cnvplx
R. Nuse, P -E-
or of Public Works
is McNallie, V ce President
Hensel Phelps Construction Co.
Fax: 512- 218.7097
Acceptance of Notice
1 -800- 735 -2989 TDD 1- 800- 735 -2988 Voice
www,ci.round -rock tx. us
221 East Main Street
Round Rock, Texas 78664
512- 218 -5400
WHEREAS, the City of Round Rock has duly advertised for bids
for the construction of the Convention Center Complex /Stadium, and
WHEREAS, /.LSEL PHEL/ o,1s7,taccr/oAa. submitted the lowest
and best bid, and
WHEREAS, _ the City Council wishes to accept the bid of
HE/JMEL, Pll6LRS C�15M410voN lD. Now Therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a contract with HEAL. PNF.Lf5 C isrrICTioa (b. , for
the construction of the Convention Center Complex /Stadium.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended, and the Act.
RESOLVED this 24th day of June 1999.
H:\' WP ➢OCS \RESOLUT: \R9062,F1.WPU /SC9
LAND, City Secretary
RESOLUTION NO. R 99 06 24 - 10F1
ROBERT A. STLUKA, JR., Mayor
City of Round Rock, Texas
Standard Form of Agreement Between Owner and
Contractor where the basis of payment is a STIPULATED SUM
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY tS ENCOURAGED WITH RESPECT TO iTS
COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401
AIA Document A201 - 1997, General Conditions of the Contract for Construction, is adopted in this document by re Do not use with other general conditions
unless this document is modified.
This document has been approved and endorsed by The Associated General Contractors of America.
Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977. 1987,C 1997 by The American Institute of Architects. Reproduction of the material
herein or substantial quotation of its provisions without written pemossion of the AIA violates•the copyright laws of the United States and will subject the violator to
legal prosecution.
AGREEMENT made as of the eighth (8th) day of July in the year of 1999.
(In wordy, indicate day, month and year)
BETWEEN the Owner:
(Name, address and other information)
and the Contractor
(Name, address and other information)
The Architect is:
(Name, address and other information)
The Owner and Contractor agree as follows:
AIA Document Al 01 -1997
1997 Edition - Electronic Format
The City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Hensel Phelps Construction Co.
8322 Cross Park Drive
Austin, Texas 78754
The Project is: The Round Rock Convention Center Complex
(Name and location) Highway 79, adjacent to Old Settlers Park
Round Rock, Texas
HKS, Inc.
1919 McKinney Avenue
Dallas, Texas 75201
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCFIITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, DC_ 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format A101 -1997
User Document: 97A101.CON -- 2/15/1999. AIA License Number 111808, which expires on 2/28/2000 -- Page #1
C:ITEXT \A30r, non /jkg
ARTICLE I
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; these 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 Modifications, appears in Article 8.
ARTICLE 2
THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except to the extent 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.
d,te ,. f d,. t.. f tdb A ,.,
If, prior to the commencement of the Work, the Owner requires time to file mortgages, mechanic's liens and other security
interests, the Owner's time requirement shall be as follows:
Unless the date of commencement is established by a notice to proceed issued by the Owner, the Contractor shall notify the
Owner in writing not less than five (5) days before commencing the Work to permit the timely filing of mortgages, mechanic's liens
and other security interests. In no event shall Work be commenced if Owner does not issue written approval.
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
f flows. April 1, 2000.
of
C,.,,[, ,,f..,,... , Y ,,, C,.,,., f Nx -Wmk -)
, subject to adjustments of this Contract Time as provided m the Contract Documents.
3.4 If Contractor fails to achieve Substantial Completion of the Work (or any portion thereof) on or before the date(s) specified
for Substantial Completion in the Agreement, Contractor shall pay to Owner, as liquidated damages, (i) the Sum of One Thousand and
No /100 Dollars ($1,000.00) for each calendar day that Substantial Completion is delayed after the date(s) specified for Substantial
Completion, and (ii) the Sum of One Hundred Thousand and No /100 Dollars ($100,000.00) for each scheduled home baseball game
(which schedule is enumerated on Exhibit "A" attached hereto and incorporated herein for all purposes) that Round Rock Baseball,
Inc. is unable to conduct in the Project Improvements due to failure of Contractor to have achieved Substantial Completion in
AIA DOCUMENT A101 .OWNER- CONTRACTOR AGREEMENT . 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUEN,W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below_
Electronic Format A101-1997
User Document: 97A101.CON -- 2/15/1999. AIA License Number 111808, which expires on 2/28/2000 -- Page #2
accordance with the Contract Documents. It is hereby agreed that the liquidated damages to which Owner is entitled hereunder are a
reasonable forecast of just compensation for the harm that would be caused by Contractor's failure to achieve Substantial Completion
of the Work (or any portion thereof) on or before the date(s) specified for Substantial Completion in the Agreement. It is agreed that
the harm that would be caused by such failure, which includes loss of expected use of the Project areas, provision of alternative storage
facilities and rescheduling of moving and occupancy dates, is one that is incapable or very difficult of accurate estimation. It is hereby
agreed that if Substantial Completion of the Work (or any portion thereof) is not achieved on or before thirty (30) days after the date(s)
specified for Substantial Completion in the Agreement, the harm that would be caused to Owner cannot be reasonably forecast because
it would include business disruption to Owner m addition to loss of expected use of the Project areas, provision of altemative storage
facilities and rescheduling of moving and occupancy dates. Thus, the liquidated damages set forth herein and above will cease to be
assessed under the Contract Documents after thirty (30) days after the date(s) specified for Substantial Completion in the Agreement,
and Owner shall thereafter rely on its remedies under the Contract Documents and at law and in equity, including without limitation,
the recovery of actual damages. The date(s) specified for Substantial Completion of the Work (or any portion thereof) in the
Agreement shall be subject to adjustment as provided in the Contract Documents.
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 Fifteen Million One Hundred Sixty-three Thousand and No /100 Dollars ($15,163,000.00), subject to additions
and deductions as provided in the Contract Documents.
4.2 The Contract Sum is based upon acceptance of the following alternates, if any, which are described m the Contract
Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. /f decisions on other alternates arc to be made by the Owner subsequent w the execution of this
Agreement, attach a schedule of such afer alternates showing the amount for each and the date when that amount expires)
Alternate No. 5
Alternate No. 7
Alternate No. 9
Alternate No. 10
Alternate No. 11
Alternate No. 15
4.3 Unit prices, if any, are as follows:
5.1 PROGRESS PAYMENTS
ARTICLE 4
CONTRACT SUM
Delete wood ceilings at the concourse.
Delete translucent skylight.
Alternate masonry product for fence columns.
Alternate chair product for Type I -Fixed Seating.
Delete the camera platform above the press box.
Alternate for ornamental fences and gates.
ARTICLE 5
PAYMENTS
5.1.1 Based upon Applications for Payment submitted to the Architect and Owner by the Contractor and Certificates for Payment
issued by the Architect and not disputed by Owner and/or Owner's lender, 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:
AIA DOCUMENT A101 - OWNER • CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N. W, WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format A101 -1997
User Document: 97A101.CON -- 2/15/1999. AIA License Number 111808, which expires on 2/28/2000 -- Page #3
5.1.3 Provided that an Application for Payment is received by the Architect and Owner, and the Architect issues a Certificate of
Payment not later than the tenth (10th) day of a month, the Owner shall make payment to the Contractor not later than the tenth (10th)
day of the next month. If an Application for Payment is received by the Architect and Owner after the application date fixed above,
payment shall be made by the Owner not later than one month days after the Architect r, n.ivcs the Application issues a Certificate for
Payment.
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 by such data to substantiate its accuracy as the Architect and
Owner may require. This schedule, unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor's
Applications for Payment.
5.1.5 Applications for Payment shall indieate warrant 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 ten percent (10 %). Pending final determination of cost to the
Owner of changes in the Work, amounts not in dispute shall may be included as provided in Subparagraph 7.3.8 of
AIA Document A201 -1997 even though the contract Sum has not yet been adjusted by Change Order;
.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 or Owner has withheld or nullified a Certificate for Payment as
provided in Paragraph 9.5 of AIA Document A201 -1997.
5.1.7 The progress payment amount determined in accordance with Subparagraph 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 --f611 amount
ninety -five percent (95 %) of the Contract Sum, less such amounts as the Architect shall determine for incomplete
Work, retainage applicable to such Work and unsettled claims; and
(Subparagraph 9.8.5 of AIA Document A201 -1997 requires release of applicable retainage upon Substantial Completion of Work with consent
of surety, if any.)
.2 Add, if fmal completion of the Work is thereafter materially delayed through no fault of the Contractor, any
additional amounts payable in accordance with Subparagraph 9.10.3 of AIA Document A201 -1997.
5.1.8 Redaction or lirrritat: ,, of retainagc, if any, shall L a3 follows:
(If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the reminage resulting from the percentages inserted in Clauses 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)
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format A101 -1997
User Document: 97A 101.CON -- 2/15/1999. AIA License Number 111808, which expires on 2/28/2000 -- Page #4
5.1.9 Except with the Owners prior written 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
pn.:dd .:
c ct a.d bcy nd final Y y...tent, 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, as follows: In no event shall final payment be required to be made prior to thirty (30) days after all Work on
the Contract has been fully performed. Defects in the Work discovered prior to final payment shall be treated as non- conforming
Work and shall be corrected by the Contractor prior to final payment and not treated as warranty items.
5.5.3 The Owner agrees to comply with the provisions of V.T.C.A., Government Code §2251.001 et. seq.
ARTICLE 6
TERMINATION OR SUSPENSION
6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201 -1997.
6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201 -1997.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a provision of AIA Document A201 -1997 or another Contract Document, the
reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.
( Insert rate of interest agreed upon. if any)
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and
Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with
respect to deletions or modifications. and also regarding requirements such as written disclosures or waivers.)
7.3 The Owner's representative is:
(Name, address and other information)
James R. Nuse, P.E.
2008 Enterprise
Round Rock, Texas 78664
(512) 218 - 5560
AIA DOCUMENT A 101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N. W_, WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
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7.4 The Contractor's representative is: Ed Calhoun
(Name, address and other information) Operations Manager, Hensel Phelps
8322 Cross Park Drive
Austin, Texas 78754
(512) 834 - 9848
7.5 Neither the Owner's nor the Contractor's representative shall be changed without ten (10) days' written notice to the other
Ply.
7.6 Other provisions:
ARTICLE 8
ENUMERATION OF CONTRACT DOCUMENTS
8.1 The Contract Documents, except for Modifications issued after execution of this Agreement as set forth in Article 7 of AIA
Document A201 -1997 (General Conditions), are enumerated as follows:
8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA
Document A 10 1 -1997, as modified herein.
8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document
A201 -1997, as modified therein.
8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated , and are as follows:
Document
All Construction Documents titled "Bid Package C"
Section
Number
Title Pages
8.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 8.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to this Agreement)
Title Pages
All specifications titled "Bid Package C" that include all disciplines including Architectural, Structural,
Mechanical, Electrical, Plumbing, Audio Visual, Civil, and Landscape.
8.1.5 The Drawings are as follows, and are dated unless a different date is shown below:
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)
Title Date
All Construction Document Drawings titled 'Bid Package C" in three bindings that include Architectural,
Structural, Mechanical, Electrical, Plumbing, Audio Visual, Civil, and Landscape.
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT -1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
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8.1.6 The Addenda, if any, are as follows:
OWNER
ATTEST:
JO
Mayor
Number Date
Addendum No. 1 06/03/99
Addendum No. 2 06/11/99
Addendum No. 3 06/16/99
8.1.7 Other documents, if any, forming part of the Contract Documents are as follows:
Pages
Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also
enumerated in this Article 8.
(List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201 -1997 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)
This Agreement is entered into as of the day and year First written above and is executed in at least three original copies, of
which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to
the Owner.
CITY OF ROUND ROCK, TEXAS
E LAND, City Secretary
CONTRACTOR
HENSEL PHELPS CONSTRUCTION CO.
(Signature) VIC McNALLIE
Vice President
AIA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 • THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C- 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of as noted
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APRIL 16 - APRIL 23, 2000
MAY 4 - MAY 11, 2000
MAY 20 - MAY 27, 2000
JUNE 10 - JUNE 17, 2000
JUNE 21 - JUNE 24, 2000
JULY 4 - JULY 7, 2000
JULY 17 - JULY 28, 2000
AUGUST 3 - AUGUST 12, 2000
AUGUST 23 - AUGUST 30, 2000
EXHIBIT "A"
ROUND ROCK EXPRESS BALLPARK
HKS Project No. 6407
SCHEDULE OF ROUND ROCK EXPRESS
HOME DATES
YEAR 2000
General Conditions of the Contract for Construction
AIA Document A201 -1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and endorsed by The Associated General Contractors of America.
Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 0 1997 by The American Institute of Architects. Fifteenth Edition.
Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and
will subject the violator to legal prosecution.
TABLE OF ARTICLES
1. GENERAL PROVISIONS
2. OWNER
3. CONTRACTOR
4. ADMINISTRATION OF THE CONTRACT
5. SUBCONTRACTORS
6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
7. CHANGES IN THE WORK
8. TIME
9. PAYMENTS AND COMPLETION
10. PROTECTION OF PERSONS AND PROPERTY
11. INSURANCE AND BONDS
12. UNCOVERING AND CORRECTION OF WORK
13. MISCELLANEOUS PROVISIONS
14. TERMINATION OR SUSPENSION OF THE CONTRACT
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AlA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright
laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced without violation
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l
L1 BASIC DEFINITIONS
1.1.1 THE CONTRACT DOCUMENTS
1.1.2 THE CONTRACT
1.1.3 THE WORK
1.1.4 THE PROJECT
1.1.5 THE DRAWINGS
1.1.6 THE SPECIFICATIONS
1.1.7 THE PROJECT MANUAL
ARTICLE I
GENERAL PROVISIONS
The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other
documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment
to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change
in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other
documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid
or portions of Addenda relating to bidding requirements) .
The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the
parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or
modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1)
between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub - subcontractor, (3) between the Owner and
Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to
performance and enforcement of obligations oLContractor under the Contract intended to facilitate performance of the Architect's duties.
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.
The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which
may include construction by the Owner or by separate contractors.
The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work,
generally including plans, elevations, sections, details, schedules and diagrams.
The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems,
standards and workmanship for the Work, and performance of related services.
The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the
Contract and Specifications.
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING, Unlicensed photocopying violates U.S copyright
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1.1.8 FINAL COMPLETION
The date of Final Completion shall be the date the Contract Documents have been fully performed, all of the Work has been completed
and a final Certificate for Payment a. .rove. b the Owner has been i sued b the Archi - ct.
1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by
the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all;
performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from
them as being necessary to produce the indicated results.
1.2.1.1 In the event of conflicts- explanatory notes in the Drawings take precedence over eLaphic indications, large scale drawings and
details take precedence over smaller scale drawings, and figured dimensions take precedence over scaled dimensions. Where figured
dime sions a - not indicated aled d" -nsions ma be us - . won a..roval b the Arct tect. The ontracto shall ver'f all dimensions
both figured and scaled, by measurements of conditions and of the Work in place.
1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the
Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.
1.2.3 Unless otherwise stated in the Contract Documents, words which have well -known technical or construction industry meanings
are used in the Contract Documents in accordance with such recognized meanings.
1.3 CAPITALIZATION
1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles
and identified references to Paragraphs, Subparagraphs and Clauses in the document or (3) the titles of other documents published by the
American Institute of Architects.
1.4 INTERPRETATION
1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such
as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect
the interpretation of either statement.
1.5 EXECUTION OF CONTRACT DOCUMENTS
1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all
the Contract Documents, the Architect shall identify such unsigned Documents b Y acst.
1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become gcneiully familiar
with local conditions (surface subsurface and surrounding) under which the Work is to be performed and correlated personal observations
with requirements of the Contract Documents.
1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor
may retain one record set until expiration of any warranty period. Neither the Contractor nor any Subcontractor, Sub - subcontractor or
material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the
Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the
AIA DOCUMENT A201 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING, Unlicensed photocopying violates U.S. copyright
laws and will subject the violator to legal prosecution. This document was clectronically produced with permission of the AIA and can be reproduced without violation
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authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments
of Service, including the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon
completion of the Work or in the case of the Contractor's record set, upon expiration of any warranty period. The Drawings, Specifications
and other documents prepared by the Architect and the Architects consultants, and copies thereof furnished to the Contractor, are for use
solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- subcontractor or material or
equipment supplier on other projects or for additions to this Project outside the scope of the Work witl.•ut thc spa tf w,acl..,
. The Contractor, Subcontractors, Sub - subcontractors and material or equipment
suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the
Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All
copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other
documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements
or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's
consultants' copyrights or other reserved rights.
1.6.1.1 Upon Owner's payment therefor, all Plans, Drawings. Specifications and other documents. including those in electronic form
a . co. ies t ereof fu i hed b - Architec d the Ar hitect c .nsultants re and s all remain he ro.e a of the Owner. The shall
not be used in whole or in b an erson on an other ro'ect with. the .rio written c sent of the Owner .nd Archite t.
•
2.1 GENERAL
ARTICLE 2
OWNER
2.1.1 The Owner is the person or entity identified as such in the Agreement and is refereed to throughout the Contract Documents as
if singular in number.
The term "Owner" means the Owner or the Owner's authorized representative.
2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the
Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract.
2.2.2 Except for permits and fees, including those required under Subparagraph 3.7.1, which are the responsibility of the Contractor
under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for
construction, use or occupancy of permanent structures or for permanent changes in existing facilities.
2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the
Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner
but shall exercise proper precautions relating to the safe performance of the Work.
2.2.3.1 The famishing of surveys and legal descriptions of the Project Site by Owner shall not relieve the Contractor from its duties under
the Contract Documents. Contractor. in reasonable reliance upon the accuracy of information provided, shall be res tl_onsible for
determining the existence and location of subsurface lines. cables and pipes. as well as the conditions and characteristics of all subsoils.
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION • AIA - COPYRIGHT 1997 - THE AMERICAN
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2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable
promptness.
fa.nishcd by k., Owner aft : r i from rcqu,,.,t for . nch info... 'o.. or acrvias.
2.2.5 Unless otherwise provided in the Contract Documents, the Contactor will be furnished, free of charge, such copies of Drawings
and Project Manuals as are reasonably necessary for execution of the Work.
2.3 OWNER'S RIGHT TO STOP THE WORK
2.3.1
lete the Work
0
me as
Ir
2.3.1 f e Contrac .r fails to correct efective Work , re. uired b • a.h 1 or fails to co
by Article 3 of the Agreement or is in default of any of its material obligations hereunder. the Owner. by a written order signed by an agent
specifically so empowered by the Owner. may order the Contractor to stop the Work or any portion thereof. until the cause for such order
has been eliminated: however. this right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise
this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to. and not in restriction of, the
Owner's rights under Paragraph 12.2.
2,3.2 If. after consultation with the Architect. suspension of the Work is warranted by reason of unforeseen conditions which may
adversely affect the quality of the Work if such Work were continued. the Owner may suspend the Work by written notice to the
Contractor. In such event. the Contract Time shall be adjusted accordingly. and the Contract Sum shall he adjusted to the extent, if any,
that additional costs are incurred by reason of such suspension. If the Contractor. in its reasonable judgment, believes that a suspen
is w• r• ted b reason of unfo esee ircumstance whic ma ad el affect . uali of Work if the . rk were co.. ' ued e
the S wner < d the Arch' - of such be
ctor shall ' . ediatel
.II
Co
2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven -
day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence
and promptness, the Owner may
without prejudice to other remedies the Owner may have, correct such deficiencies. In such case
an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of
correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such
default, neglect or failure. Such ,.ction by tl.. Ow..cr and amow.ts charged to the
A.ch;tcct. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the
difference to the Owner.
2.5 In no event shall the Owner have control over or charge of, or be responsible for, construction means, methods. techniques,
sequences or procedures. or for safety precautions or programs in connection with the Work, since these are solely Contractor's
responsibility. The Owner will not be responsible for Contractor's failure to carry out the Work in accordance with the Contract
Documents. The Owner will not have control over or charge of, and will not be responsible for the acts or omissions of Contractor,
Subcontractors or their agents or employees, or of any other persons performing portions of the Work.
AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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3.1 GENERAL
ARTICLE 3
CONTRACTOR
3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents
as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative.
3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.
3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by
activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or
performed by persons other than the Contractor.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study
and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished
by the Owner pursuant to Subparagraph 2.2.3, 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 construction by the Contractor
and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors,
inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such
form as the Architect may require.
3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is
recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless
otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are
in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by
or made known to the Contractor shall be reported promptly to the Architect.
3.2.3 If the Contractor reasonably believes that additional cost or time is involved because of clarifications or instructions issued by
the Architect in response to the Contractor's notices or requests for information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor
shall make Claims as provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Subparagraphs 3.2.1
and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such
obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions
in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor
recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect.
3.2.3.1 If the Contractor performs any construction activity involving such error, inconsistency or omission in the Contract Documents
without such notice to the Architect, the Contractor shall assume complete responsibility for such performance and shall bear the full
amount of the attributable costs for correction.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
3.3.1 The Contractor shall supervise and direct the Work, using the Contractors best skill and attention. The Contractor shall be, subject
to terms of Article 4, 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. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or
procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for
the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods,
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall
not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to
proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor,
the Owner shall be responsible for any resulting loss or damage.
3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their
agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its
Subcontractors.
3.3.2.1 ItW s understood and agreed that the relationship of Contractor to Owner shall be that of an independent contractor. N to hipg
contained herein or inferable herefrom shall be deemed or construed to (11 make Contractor the agent. servant. or employee of the Owner
or (21 create any partnership. joint venture. or other association between Owner and Contractor. Any direction or instruction by Owner
in respect to the Work shall relate to the results the Owner desires to obtain from the Work. and shall in no way affect Contractor's
independent contractor status as described herein.
3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in
proper condition to receive subsequent Work.
3.4 LABOR AND MATERIALS
3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools,
construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution
and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.
3.4.2
with a Change Ordcr.
3.4.2 At a minimum and unless otherwise modified by applicable sections of the Specifications. if. after the Contract Documents are
executed. it becomes necessary for the Contractor to substitute a material or product of a different brand or manufacturer in lieu of that
ecified the Contractor 1- bmit a written request to hitect for a..roval of such .... ed substitution. Each re est for
substitution shall state any amount of change to the Contract Sum and shall be accompanied by complete descriptive literature and
performance data upon both the specified item and the proposed substitution. plus any samples as may be required by the Architect. Each
proposed substitution shall reauire the written approval of the Architect before its incorporation into the Work. The Contractor shall submit
requests for substitution as soon as practicable after the need for the substitution is determined to allow for adequate consideration of such
re uest and nimize dela in the .ro a ess of
LL
3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out
the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.
3.5 WARRANTY
3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of geed
the best quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not
inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not
conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The
Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper
or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect or Owncg, the
Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.
3.5.2 The warranty provided in Paragraph 3.5.1 shall be in addition to and not in limitation of any other warranty or remedy required
by law or by the Contract Documents and such warranty shall be interpreted to require Contractor to replace defective materials and
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equipment and re- execute defective Work which is disclosed to the Contractor by the Owner within a period of one (I) year after Final
Completion of the entire Work or within a longer warranty time if such is specifically called for in the Specifications or as otherwise
provided by law.
3.5.3 The Contractor shall issue in writing to the Owner as a condition precedent to final payment a "General Warranty" reflecting the
terms and conditions of Paragraphs 3.5.1 and 3.5.2 for all Work under the Contract Documents. This General Warranty shall be
assignable.
3.5.4 Except when a longer warranty time is specifically called for in the Specifications or as otherwise provided by law, the Contractor
shall warrant for a period of twelve (12) months from Final Completion that the building(s) shall he watertight and leakproof at every point
an. .1 - ve area exc .t whe an .e attributed to dama a to the i s b external forces be and Contractor's control. The
etration determine the source of water . enetration and at its
a
el
u
n
notification b
the Own
ntractor shall imm
own expense. do anv work necessary to make the buildinn(s) watertight. Contractor shall also. at its own expense. repair or replace any
other damaged material, finishes. and furnishings damaged as a result of this water penetration, to return the buildine(s) to its (their)
original condition.
3.5.5 Except when a longer warranty time is specifically called for in the Specifications or as otherwise provided by law. the General
Warranty shall be for twelve (12) months from Final Completion and shall be in form and content otherwise satisfactory to the Owner.
3.5.6 Warranties shall become effective on a date established by the Owner and Architect in accordance with the Contract Documents.
This date shall be the Date of Final Completion of the entire Work.
3.5.7 The Contract Documents. as well as all subcontracts for the supply of equipment or systems to the Contractor for the Work. shall
and do hereby provide for the assignment to Round Rock Baseball. Inc. of all warranties and maintenance agreements thereunder: and
ll d do here b • ive to R. _, . • . k Baseball Inc. the aid . - ht to enforce same• a d shall and do h r b r - rmit Round Rock
$aseball. Inc. to use (but not own) any plans and specifications to which Owner is then entitled pursuant to any such contracts.
r ,
3.6 TAXES
3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which
are legally enacte
3.7 PERMITS, FEES AND NOTICES
3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure-and-pay-for the building permit and other
permits and governmental-fees licenses and inspections necessary for proper execution and completion of the Work which are customarily
secured after execution of the Contract and which are legally required. :: . Notwithstanding
the foregoing the Contractor shall procure all certificates of inspection. use. occupancy. permits and licenses. and give all notices
necessa nd incidental to the due and 1, .1 . rosecution of the Work. Ce :. . e of ins ecti . n use and occu anc s t it be delivered
to the Owner upon completion of the Work in sufficient time for occupation of the Project in accordance with the approved schedule for
the Work.
3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public
authorities applicable to performance of the Work.
3.7.3 It is n..t th C ,.hu vas y .. iI J ty t crtam -th t tl c Contract Documents arc in - da cc witi a Llc laws, statutes,
- - - - - - - - - - - - - -- - - - - - , If the Contractor observes that portions of the Contract Documents
are at variance therewith with applicable laws, statutes. ordinances. building codes and rules and regulations, the Contractor shall promptly
notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification.
3.7.4 lithe Contractor performs Work /knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations,
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without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the
costs attributable to correction.
3.8 ALLOWANCES
3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances
shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to
employ persons or entities to whom the Contractor has reasonable objection.
3.8.2 Unless otherwise provided in the Contract Documents:
.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,
less applicable trade discounts;
.2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses
contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;
.3 whenever costs are more than or Less than allowances, the Contract Sum shall be adjusted accordingly by Change Order.
The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Clause
3.8.2.1 and (2) changes in Contractor's costs under Clause 3.8.2.2.
3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid unreasonable delay in the
Work.
3.9 SUPERINTENDENT
3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site
during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall
be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be
similarly confirmed on written request in each case. Selection of the superintendent shall be approved in writing by the Owner. The
Contractor shall not replace the superintendent without the prior written consent of the Owner and until the selection of another
superintendent approved by the Owner in accordance with the Contract.
3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's inferfnation
review and approval 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.
3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with
the Contractor's construction schedule and allows the Architect reasonable time to review submittals.
3.103 The Contractor shall perform the Work in adherence to the most recent schedules submitted to the Owner
and Architect. Upon the Contractor's notice to the Owner. and absent the Owner's obiection the Contractor may begin work earlier than
called for on such schedules.
3J4 The Contractor shall prepare a monthly schedule summary report in a form and of sufficient detail and character as approved by
the Own-r The r .ort at a r imum shall s.eci whether the Project is n schedule and i not the reasons therefor and he terms of the
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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new schedule. The Contractor shall hold weekly progress meetings at the Project Site, or at such other times and frequency as are
acce table to the 0 e . ' o ress of th W . k shal be r- . orted in detail with r fere ce to con truc i .n chedules.
3.11 DOCUMENTS AND SAMPLES AT THE SITE
3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders
and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one
record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect
and shall be delivered to the Architect for submittal to the Owner upon completion of the Work.
3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a
Subcontractor, Sub - subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.
3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information
furnished by the Contractor to illustrate materials or equipment for some portion of the Work.
3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work
will be judged.
3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to
demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor
proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is
subject to the limitations of Subparagraph 4.2.7. Informational submittals upon which the Architect is not expected to take responsive
action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be retumed
by the Architect without action.
3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as
to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed
for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action.
3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the
Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has
checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract
Documents.
3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop
Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect.
3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for
deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar
submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the
Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction
Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions
in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof.
3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar
submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the
Architects approval of a resubmission shall not apply to such revisions.
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3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering
unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to
provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and
procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design
services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor
by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy.
The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and
seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such
professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others,
shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon
the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided
the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to
this Subparagraph 3.12. 10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose
of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall
not be responsible for the adequacy of the performance or design criteria required by the Contract Documents.
3.12.11 Shop drawings for architectural. structural. mechanical and electrical work shall be submitted for approval to the Architect and
Owner.
3.12.12 De Contractor shall assemble for approval by the Architect and the Owner three (3) complete copies in loose -leaf binders of all
operating and maintenance data for all equipment installed as a part of the Work.
13 2.13 Piiior to Final Payment and as a condition of Final Paym th e Contractor shall submit to Owner two (21 complete sets of "as
built" drawings.
3.13 USE OF SITE
3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents
and shall not unreasonably encumber the site with materials or equipment.
3.14 CUTTING AND PATCHING
3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together
properly. and to present an acceptable completed appearance.
3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner
or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or
otherwise alter such construction by the Owner or a separate contractor except with prior written consent of the Owner and of such separate
contractor, such on c..t shall not Lc um,. aon,.Liy witld.cld. The Contractor shall not unreasonably withhold from the Owner or a separate
contractor the Contractor's consent to cutting or otherwise altering the Work.
3.15 CLEANING UP
3.15.1 The Contractor shall at all times keep the premises and surrounding area free from accumulation of waste materials or and rubbish
caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste
materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials.
3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be
charged to the Contractor.
3.15.3 e Contractor shall be responsible for damaged or broken glass, and at completion of the Work shall replace such damaged or
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broken glass. At a minimum and unless otherwise modified by at,.licable sec.:.ns of the _ .ecificatio t_ the Con . , ctor shall . erform the
following final cleaning at completion of the Work: (al remove all temporary protections: and (b) remove marks. stains, fingerprints and
other soil or dirt from all surfaces and other work: and (c) remove spots. mortar, plaster. soil and paint from ceramic tile, marble. and other
f is aterials .m all surfa - •ndother .rk d lean fix cabin .r and e..i. rem yin stains .ain . and du
and leave in an undamaged and new condition: and (e) clean all surfaces and other work in accordance with recommendations of the
Manufacturers.
3.16 ACCESS TO WORK
3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located.
3.17 ROYALTIES, PATENTS AND COPYRIGHTS
3.17.1 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 such
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 the Contractor has-mason when. exercising the skill and attention required of Contractor hereunder,
knows or should have known that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall
be responsible for such loss unless such information is promptly furnished to the Architect in which case the Architect shall be liable to
the Owner for such loss,
3.18 INDEMNITICATION
3.18.1
ARTICLE 4
ADMINISTRATION OF THE CONTRACT
4.1 ARCHITECT
4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as
such in the Agreement and is refereed to throughout the Contract Documents as if singular in number. The term "Architect" means the
Architect or the Architect's authorized representative. The Arc itect is identified as h in the A r- ement or s ch successor Architect
a the 1wn-rma a...intb wri en notice o the Co ..c
tor from time to
time
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4.1.2 Owner reserves the right to appoint a representative empowered to act for Owner during the Construction Phase and to supersede
the Architect's Construction Phase responsibility to the extent set forth in written notice to the Architect and Contractor. With respect to
such su. - -ded re s.onsib ities as set forth e notice to t. Architect and ontractor Are i -ct shall no lonter bear - r •n ibili s -
those areas from and after the effective date of such notice. unless and only to the extent from the time that Architect shall be redirected
to resume responsibility by Owner. Similarly. from time to time, Owner may expand or reduce Owner's delegation of powers to the
Architect. with Owner so notifying Contractor of anv such chances. The Architect shall not be construed as a third -party beneficiary to
the Contract and can in no wav object to any expansion or reduction of powers as set forth herein. In no event. however, shall Owner have
control over or are of o .e res.onsible fo construction eans metho techniques sequences or .rocedu - or for safe
precautions or programs in connection with the Work, since these are solely the Contractor's responsibility. The Owner will not be
responsible for the Contractols failure to cam out the Work in accordance with the Contract Documents. The Owner will not have control
over or char a of • . will n be re s.. nsible for the . is or omissio. .f Contract. Subcontracto • r their a ents o -m.lo ees or of
any other persons performing portions of the Work.
4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect agai st wh.,... the C ntra.,t r has no
whose status under the Contract Documents shall be that of the former Architect.
4.2 ARCHITECTS ADMINISTRATION OF THE CONTRACT
4.21 The Architect will provide administration of the Contract as described in the Contract Documents, and will'', u O.,•..cr's
The Architect will advan
ise d consult with the Owner. 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 m accordance with other provisions of the Contract. The Architect shall administer the performance of the Work. The Architect
will ad ' e the Conrr ctor with re ar o matters se firth in the I r•win s and • -cifications. • ddition to a. . ecific res. os_' .ilities
assigned elsewhere in the Contract Documents. the Architect shall make recommendations with respect to any and all questions which
may arise as to the rate of progress of the Work. The Architect will have authority to act on behalf of the Owner only to the extent provided
in _ e Contract r• .cuments less otherwi - modified b written ins ent in accor. , ce with Par, .h 4.1.2.
4.2.2 The Architect, , will regularly visit the site a ntirtimnm of two (2) es per month at intervals
appropriate to the stage of the Contractor's operations (1) to become - generally familiar with and to keep the Owner informed about the
progress and quality of the portion of the Work completed,
Woels and (3) to determine in- general if the Work is being performed in a manner indicating that the Work when-fully-eempletecl, will
be in accordance with the Contract Documents. Ilowcvcc.rthe The Architect will
regular on -site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be
responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in
connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as
provided in Subparagraph 3.3. 1.
4.2.2.1 On the basis of on -site observations, the Architect will keep the Owner informed of progress of the Work, and will use best
eff rts to uard he Owner a ainst defects . . deficiencie in the Work.
4.2.3 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, However the
Architect will be responsible for notifying the Owner, in writing. of any illegal. improper or unsound means, methods, techniques
sequences, procedures, safety precautions or programs and/or any acts or omissions of Contractor that are known or should have
reasonably been discovered by Architect.
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4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when
direct communications are deemed necessary by Owner, the Owner and Contractor shall e,.dcavor to
communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with
the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be
through the Contractor. Communications by and with separate contractors shall be through the Owner.
rd all communications to the Archi t directl alone with
4.2_4 11 Except . .rovided ' ara h 3. 12
a Copy to the Owner.
433
ntractor shall fo
4.2.5 Based on the Architect's observations and evaluations of the progress and duality of the Work and Contractor's Applications for
PAyment. the Architect will review and. after consultation with and receipt of approval from Owner, certify the amounts due the Contractor
and will issue Certificates for Payment in such amounts.
4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect
considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with
Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. llowcvcr, neither this authority of the
entities
4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,
Product Data and Samples, but-enly for the limited purpose of, including without limitation, checking for conformance with information
given and the design concept expressed in the Contract Documents. The Architect's action will be taken with such reasonable promptness
as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the
Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining
the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or
performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents.
The Architects review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12.
The Architects review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any
construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval
of an assembly of which the item is a component.
4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work
as provided in Paragraph 7.4.
4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion,
will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the
Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the
Contract Documents.
4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the
Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as
set forth in an exhibit to be incorporated in the Contract Documents.
4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on
written request of either the Owner or Contractor. The Architects response to such requests will be made m writing within any time limits
agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required
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of the Architect shall be furnished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the
Architect to furnish such interpretations until 15 days after written request is made for them.
4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract
Documents and will be in writing or in the form of drawings. When making such interpretations and - initial decisions, the Architect will
endeavor to secure faithful performance by both Owner and Contractor, and will not show partiality t. tiil. , .n,.l ..ill not Lc 1'abl., for
4.3 CLAIMS AND DISPUTES
4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment e- -rntespretattea of
Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also
includes other disputes te.d matters in q.,..stion between the Owner and Contractor arising out of or relating to the Contract. Claims must
be initiated made by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim.
4.3.2 Time Limits on Claims. Claims by either party must b., initiated made within 21 days after occurrence of the event giving rise
to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must
be initiated made by written notice -to- the -Ateltn= e=nd`' o any. An additional Claim made after the initial Claim has been
'm. lem - .. t b _ any a Or.er will n, •e consi. -red unl- ubmitte .. in a timel manner.
4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided
in Subparagraph 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall
continue to make payments in accordance with the Contract Documents.
4.3.4 Claims for Concealed or Unknown Conditions. Con. , .r r .re - . is that i has full . vesti : ted 11 .h sic a . ects of the
Project Site and verified all property lines. u ility locations, existine improvements, surface and subsurface soil conditions. drainage of
bo urface . d subs , ace soil . astici . j d eneral uitabil' of condii . sat the ' o'ect Si: and shall . of be enti -d to an i creas
in the Contract Sum as a conseouence of what is reflected thereby or what the Contractor, exercising the skill and prudence of a first class
contractor, knew or should have known. Subject to the foregoing, if conditions are encountered at the site which are (1) subsurface of
• otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical
conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in
construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the
other party promptly before conditions are disturbed and in no event later than 21 days after fust observance of the conditions. The
Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractors cost
of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract
Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract
Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing,
stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given
notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably
adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be
referred to the Architect for initial determination, subject to further proceedings pursuant to Paragraph 4.4.
4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, detailed written notice
as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency
endangering life or property arising under Paragraph 10.6.
4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the
Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the
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Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension
or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph 4.3. In the event anv Claim for additional cos(
hereunder shall increase the Contract Sum by greater than ten percent (10 %). the Owner may terminate the Contract Documents without
bein• 1' • , le for da i a es to th- mtracto the Archi -ct or an -m .lo ees a nts su contractors o. • n othe ersons or . arties related
thereto except to the extent of the cost of such out- of-pocket expenses reasonably incurred by Contractor.
4.3 6 1 WAIVER OF CLAIMS; FINAL PAYMENT
The makin • of F' • 1 Pa men shall not c. nstitute a waiver of . n Claims b the Owner
4.3.7 Claims for Additional Time
4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given.
The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a
continuing delay only one Claim is necessary.
4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating
that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on
the scheduled construction.
4.3.7.3 Inclu
weather.
ed isa the
4.4 RESOLUTION OF CLAIMS AND DISPUTES
4.4.1 Decision of Architect,
ime is an ,llotment
claim
f twen
26
wr h are an i.ated
lost due in lemen
or shall
en re a ed. F _ er the re.
Con
ontract
x
n
, _111
t be enti
for •.
d to an lair for •..ditional
ct
wo k da s
al n_ o t . or m r
ecause o inclemen w -other uj it that nu beg of da s
de , s due to clement weather or . er events of or
has
majeure shall be absolutely limited to an extension of time.
4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because
of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or
damage, whether or not insured, shall be given to the other party within ten f 103 days after discovery,
The notice shall provide sufficient detail to enable the other party to investigate the matter.
4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are
materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of
Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted.
4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages
arising out of or relating to this Contract. This mutual waiver includes:
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation,
and for loss of management or employee productivity or of the services of such persons; and
.2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed
there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from
the Work.
This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with
Article 14. Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when
applicable, in accordance with the requirements of the Contract Documents.
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Paragraphs4073-through40,5Tshalii v Claim may upon request of Owner, be referred initially to the Architect for decision. An initial
discrttio.,, it w,,.rld be ina fur thc
4.4.2 The Architect (if the matter is referred to the Architect for initial decision) will review Claims and within ten (10) days after
'.tofa Cla' _ will eith e Cla' - whole or - .art 2 -commend ,..royal of -. - laim in w .1- or in .a 3 request
the Claimant provide additional information in suanort of the Claim. or (4) suggest a compromise. The Architect's action under the
precedin2 sentence shall be reported to the Owner and the Contractor. If a Claim is not resolved after consideration of the foregoing and
of an r er evi. nce .rovid- . to the Architect the laimant s ,11 be entitl d to .ursue its Claim - . lawful . nner subject to an
ition
lions co. tai ed in
Contract
ocume
A
re
endatio
f the
re
tect for
di
fa
Cla
sh
lim
binding on the Owner or the Contractor.
4.4.3 . In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from
persons with special knowledge or expertise who may assist the Architect in rendering a decision. The Architect may request the Owner
to authorize retention of such persons .
4.4.4 If the Architect requests a party to provide a response to a Claim onto furnish additional supporting data, such party shall respond,
within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect
when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of
the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part.
4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the
parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be final
advisory only and shall he subject to mediation,
4.4.5.1 If a Cl aim has been resolved the Architect (or at the Owners sole option the Owner) will nrenaze or obtain anorooriate
documentation.
4.4.5.2 If a Claim has not been resolved, the parry making the Claim shall. within ten (101 days after the Architect's nreliminary response,
e one or ore of th - f.11owin • ctions: 1 ubmit ad itional su .. orti n da , e.ue ted b the Arc ' - t 2 mod' i the initial Cla'
or (3) notify the Architect that the initial Claim stands.
to all yartico ...,,...cmcd.
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4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed m accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by or by mediation or
by-arbitration.
4.5 MEDIATION
4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided
for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days after submission of the Claim to the
Architect, be subject to mediation
4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall
be in accordance with the Construction Industry Mediation Rules : currently in effect.
Request for mediation shall be filed in writing with the other party to the Contract and with the A,,,cricim A.Litratie., �r ociation. TTn
4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project
is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements
in any court having jurisdiction thereof.
4.6 ARBITRATION
1,.ovisio„3 .,f Paru 4.5.
13.7.
appli,.uU1., law in ...,y court having
4.6.5
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a:6,6
it in a...,o dancc with appl:.,abL 1.w in any- t having jurisdiction thc. ,. f
4_6 Owner and Contractor hereby agree that no Claims or disputes between Owner and Contractor arising out of or relating to the
Contract Documents or a breach thereof shall be decided by anv arbitration proceeding including. without limitation. any proceeding under
the Federal Arbitration Act (9 U.S,C. Section 1 - 14) or anv applicable state arbitration statute. except that in the event that Owner is
ub'ect to a arbitrat n . roceed r related to r Pro'ect Co ctor conse to be'oine in the arbitration roceedinr if Contra
.m.
resenceis e.uired
e
ested
Owner fo
lete
ie o be actor. -d in the arbi ation
roceed
RSR shall ha - h- ri
participate in any such dispute resolution.
5.1 DEFINITIONS
ARTICLE 5
SUBCONTRACTORS
ht to
5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site
or otherwise furnish labor or materials. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number
and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate
contractor or subcontractors of a separate contractor.
5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the
Work at the site or otherwise furnish labor or materials. The term "Sub- subcontractor" is referred to throughout the Contract Documents
as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub - subcontractor.
5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award
of the Contract, shall furnish in writing to the Owner through and the Architect the names of persons or entities (including those who are
to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will
promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable
objection to any such proposed person or entity.
reasonable-objeetion,
5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable -and
timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable written
objection to the Owner and the Architect.
5.2.3 If the Owner or Architect has-reasonable objection to a person or entity proposed by the Contractor, the Contractor
shall propose another to whom the Owner or Architect has no rcas.,..abl., objection.
p omptty ..,.a resp
5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes r.,asonablc
objection to such substitute.
5.3 SUBCONTRACTUAL RELATIONS
5.3.1 By appropriate written agreement,
the Contractor shall require each Subcontractor,
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to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and
to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work,
which the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve
and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the
Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically
provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor,
by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into
similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution
of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of
the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance
with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their
respective proposed Sub - subcontractors.
5.3.2 Any part of the Work performed for the Contractor by a Subcontractor shall he pursuant to a written subcontract between the
Contractor and such Subcontractor. Each such subcontract shall: (a) require that such Work be performed in accordance with the
requirements of the Contract Documents; (b) waive all rights the contracting parties may waive against one another or that the
contract ma hav a ainst - Owner f. _ dama • es aused b Ire or o - •erils co -red b - .ro • e urance re • uire• • the
ordance with the Co tract Documents
ontract
d
ocume
uire
c re
ubcon
the Sub
for
ca
an
maintain
iab
li
tor to _ ish ucs certificat- and wa -rs as the
ranee
in
wner ma reasonabi
uest
•
•
and
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
5.4.1 Each subcontract agreement fora portion of the Work is assigned by the Contractor to the Owner provided that:
.1 assignment is effective only
only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in
writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.
5.4.2 Owner shall only be responsible for compensating Subcontractors for work done or materials supplied accruing after the date
that Owner gives written notice of its acceptance of the Subcontractor's subcontract,
ARTICLE 6
CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to
award separate contracts in connection with other portions of the Project or other construction or operations on the site under andit,ons
1••ovidcd in Paragraph 4-3-
6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term
"Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner - Contractor Agreement.
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6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the
Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner
in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule
deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used
by the Contractor, separate contractors and the Other until subsequently revised.
Atticics 10, 11- and-1-2-
62 MUTUAL RESPONSIBILITY
6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their
materials and equipment and performance of their activities, and shall connect and coordinate the Contractors construction and operations
with theirs as required by the Contract Documents. •
6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a
separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect in writing
apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure
of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed
construction is fit and proper to receive the Contractor's Work,
err' '. edactiv' esorde - tiveco. r ctions ,llbeborne
dela s . r b
6.2.3 Su.' to P h 8.3 h eof co
by the party responsible therefor
6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed
construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2.5, as well as to property of any other
ep rson.
6:2.75
6.2.5 Claims and other disputes and matters in question between the Contractor and a separate contractor shall be subject to the
provisions ofParaora.h 4.4 • ovide. le se.ara - contrac or has rei.rocal obligations.
6.3 OWNER'S RIGHT TO CLEAN UP
6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective
contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the
Architect will allocate the cost among those responsible.
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7.1 GENERAL
ARTICLE 7
CHANGES IN THE WORK
7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, only by Change
Order, Construction Change Directive or field order for a minor change in the Work, subject to the limitations stated in this Article 7 and
elsewhere in the Contract Documents.
7.1.1.1 Afiel. •irective .r fiefd or. -r hall not .e reconi ed as hav can im. u. the
Contractor shall have no Claim therefor unless it shall- prior to complying with same and in no event later than ten (10) working days from
the d. a such . irection •r order w iven s •mit to Owner for 0 er s a..roval its ch. . .ro. • sal.
on
on
act Sum or the Contra t Time and
.7.1,1.2 When submitting its change proposal. Contractor shall include and tet forth in clear and precise detail breakdowns of labor and
materials for all trades involved and the estimated impact on the construction schedule Contractor shall famish spread sheets from which
the breakdowns were prepared. plus spread sheets if requested of any Subcontractors.
7.1.2 A Change Order shall be based upon written agreement among the Owner, Contractor and Architect; a Construction Change
Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change
in the Work may be issued by the Architect alone, subject to written approval of Owner.
7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed
promptly, unless otherwise provided in Change Order, Construction Change Directive or order for a minor change in the Work.
7.2 CHANGE ORDERS
7.2.1 A Change Order is a written instrument signed by the Owner, Contractor and Architect,
stating their agreement upon all of the following:
.1 change in the Work;
.2 the amount of the adjustment, if any, in the Contract Sum; and
.3 the extent of the adjustment, if any, in the Contract Time.
7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3.
L2.3 If changes in plans or specifications are necessary after the performance of the Contract is begun or if it is necessary to decrease
or c -asethe .uani of orktobe rerformed .r •f materials e.ui•ment orsu.. lies tobe fished th - tovemin• bod •ft - Owner
may approve Change Orders making the changes. The original contract price may not be increased by Change Orders by more than 25
percent. No change in the Work. whether by way of alteration or addition to the Work shall be the basis of an addition to the Contract
Sum or a change in the Contract Time unless and until such alteration or addition has been authorized by a Change Order executed and
issued in accordance with and in strict compliance with the re.uirements of •252.048 ..cal Gove ent Co. - and the ontract
Documents. This requirement is of the essence of the Contract Documents. Accordingly, no course of conduct or dealings between the
parties nor express or implied acceptance of alterations or additions to the Work. and no claim that the Owner has been unjustly enriched
by any. alteration or addition to the Work, whether or not there is in fact an such nil' t enrchm t shall be t e basis f. r an dal to
an increase in the Contract Sum or change in the Contract Time.
7.3 CONSTRUCTION CHANGE DIRECTIVES
7.3.1 A Construction Change Directive is a written order pr..p..rcd by the Archite.t and signed by the Owner and Architect, directing
a change in the Work pri.n to ag:a....cnt on and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time,
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or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the
general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted
accordingly.
7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order.
7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of
the following methods:
1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;
.2 unit prices stated in the Contract Documents or subsequently agreed upon;
.3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or
.4 as provided in Subparagraph 7.3.6.
7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved
and advise the Architect and Owner of the Contractor's agreement or disagreement with the method, if any, provided in the Construction
Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time.
7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including
adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective inunediately and
shall be recorded as a Change Order.
7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and
the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work
attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit not
exceedin r e .ercenta - included in ' , r• • a.h 7.3 -. 1 and otherwis- erein. In such case, and also under Clause 7.3.3.3, the Contractor
shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data.
Unless otherwise provided in the Contract Documents, actual costs for the purposes of this Subparagraph 7.3.6 shall be limited to the
following:
.1 reasonable costs of labor, including social security, old age and unemployment insurance, fringe benefits required by
agreement or custom, and workers' compensation insurance;
.2 reasonable costs of materials, supplies and equipment, including cost of transportation, whether incorporated or
consumed;
.3 reasonable rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or
others;
.4 reasonable costs of premiums for all bonds Ita,d insura,.cc, permit fees, and sales, use or similar taxes related to the
Work, u..d directly attributable to the Work; and
.5 additional reasonable costs of supervision and field office personnel directly attributable to the change.
7.3.6.1 Notwithstanding the foregoing, actual cost does not include any item which could be deemed to be a General Conditions cost
or overhead such as but not limited to. the cost of Contractor and Subcontractor supervisory personnel assigned to the Work and field
office and related expenses.
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7.3.6.2 The Contractor. in connection with anv proposal it makes for a Contract Modification, shall furnish a price breakdown itemized
as re if ed b the riwner or Arc ri ect. nles .therwise dire ed the br , kdown shall be in uffi ent detail 1, .ermit an an I 's of all
material. labor, equipment, subcontract and overhead costs as well as profit. and shall cover all work involved in the Modification. whether
such work was deleted, added, or changed. Any amount claimed for subcontracts shall be supported by a similar . ' - .reakdown. In
addition. if the proposal includes a time extension- a justification therefor shall also be furnished. The proposal. together with the price
br . kdown and e extensio tification hall be furnished within - 30 da of the date first re. uested b e Architect. In such
proposals, profit and overhead shall be as follows: (1) Subcontractor's profit and overhead shall not exceed fifteen percent (15 %) of total
irect costs• 2 ontrac rs fit overhead o rk erfo - . b its o rews shall n. t xceed fiftee rcent 15% o ..:l direct
costs (3). Contractor's profit and overhead on work performed by its subcontractors shall not exceed five percent (5 %) of total direct costs
and (4) on credit changes. profit and overhead on the originally estimated work will not have to be returned to the Owner.
7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in
the Contract Sum shall be actual net cost to the Owner as confirmed by the Architect and Owner. When both additions and credits
covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net
increase, if any, with respect to that change.
7.3.8 Pending final determination of the t‘.4.1 actual cost to the Owner, amounts not in dispute for
shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement
with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for
purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis
as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4.
. .r. .
7.3.9 When
made, such agreement determination shall be effective
immediately and shall be recorded by preparation and execution of an appropriate Change Order.
7.4 MINOR CHANGES IN THE WORK
7.4.1 The Architect will have authority, subject to the approval of Owner in each case, 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 and language of the
Contract Documents. Such changes shall be effected by written field order and shall be binding on the Owner and Contractor. The
Contractor shall carry out such written orders promptly.
8.1 DEFINITIONS
ARTICLE 8
TIME
8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract
Documents for Substantial Completion of the Work.
8.1.2 The date of commencement of the Work is the date established in the Agreement.
8.1.2.1 The date of commencement of the Work shall not be postponed by the failure to act of the Contractor or of verso s .r entities
for which the Contractor is responsible.
8.1.3 Date of Substantial Completion is date certified by the Architect and approved by the Owner in accordance with Paragraph 9.8.
8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined.
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8.2 PROGRESS AND COMPLETION
8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor
confirms that the Contract Time is a reasonable period for performing the Work.
8.2.2 The Contractor shall not known.gly, except by agreement or instruction of the Owner in writing, prematurely commence
operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and
Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of
commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner
in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's
liens and other security interests.
8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract
Time.
8.3 DELAYS AND EXTENSIONS OF TIME
8.3.1 If the Contractor is delayed at any time in thc or progress of the Work by an act or neglect of the Owner or
Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor
disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control and fault. or by delay
authorized by the Owner pending mediation and :, :' : ':: then
the Contract Time shall be extended by Change Order for such reasonable time as the Architect and Owner may determine.
8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Paragraph 4.3.
Doe>tneats:
8 3.4 If Contractor fails to achieve Substantial Completion of the Work (or any portion thereof) on or before the date(s) specified for
Subs . t 'alC.m. - +oninth ee e. '.ntra ershall t Own: . h. it -..: . _ i the 1 of On 4mousand ._ • No /110
Dollars ($1 000.00) for each calendar day that Substantial Completion is delayed after the date(s) specified for Substantial Completion.
and ii the S - of • e , undred . sand , .. 0 /100 1 ollars 10 000.1 t for each s eduled t .me base. ,11 lame . or afte A. 1
1 2000 w ch sche..le is en t - rated in xhibit "A" . ttached . reto
Rock Baseball, Inc. is unable to conduct in the Project Improvements due to failure of Contractor to have achieved Substantial Completion
in accordance with the Contract Documents. It is hereby agreed that the liquidated damages to which Owner is entitled hereunder are a
re • .nable for • st of _ co ..e . on for e harm . t woul b - caused b ontract. 's failure . a hieve . bstantial om.letion
the Work (or any portion thereof) on or before the date(s) specified for Substantial Completion in the Agreement. It is agreed that the harm
that would_be caused by such failure which includes loss of expected use of the Project areas, provision of altemative storage facilities
and rescheduling of moving and occupancy dates. is one that is incapable or very difficult of accurate estimation. It is hereby agreed that
if Substantial Completion of the Work (or any portion thereof) is not achieved on or before thirty (30) days after the date(s) specified for
Su. tantial .m.letion ' the A r - men th - harm that would be aused to • er canno .e reason :.1 forecas .ecause it would include
business disruption to Owner in addition to loss of expected use of the Project areas. provision of alternative storage facilities and
reschedu i • of m.vin and . ccu . a c . ates. Th s the liquidated damages set forth herein and above will cease to be assessed under
the Contract Documents after thirty (30) days after the date's) specified for Substantial Completion in the Agreement. and Owner shall
thereafter rely on its remedies under the Contract Documents and at law and in equity, including without limitation. the recovery of actual
dama e The da e s s.ecified for u.stantial Completion o the Work or an ..rtion thereo in the A reeme t shall be su.'ect to
• J4.
and
0
ora
herein
reference
all
es
that
adjustment as provided in the Contract Documents.
nd
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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9.1 CONTRACT SUM
ARTICLE 9
PAYMENTS AND COMPLETION
9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the
Owner to the Contractor for performance of the Work under the Contract Documents.
9.2 SCHEDULE OF VALUES
9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various
portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect and Owner may
require. This schedule, unless objected to by the Architect and Owner, shall be used as a basis for reviewing the Contractor's Applications
for Payment.
9.3 APPLICATIONS FOR PAYMENT
9.3.1 Contractor shall submit to the Architect an itemized
Application for Payment for-opetatiens Work completed in accordance with the schedule of values byte tenth (10th l day of each month..
Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner
or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided
for in the Contract Documents.
9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on account of changes in the Work which
have been properly authorized
C1.a„ gc Ord,.rs.
9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay
to a Subcontractor or material supplier ... because of
a dispute or other reason.
9.3.2 Unless , • Payments shall be made on account of materials and equipment delivered
and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be
made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment
stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish
the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable
insurance, storage and transportation to the site for such materials and equipment stored off the site.
9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later tha., the
time -of on the earlier of incorporation into the Work or upon 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, - • be free and clear of liens, claims, security interests or encumbrances
in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided
labor, materials and equipment relating to the Work.
3.5.1.
9.4 CERTIFICATES FOR PAYMENT
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lication f. r
A
c••
•
9.4.1.1 Followin the forward's to the Architect • the owner an. o Round ' ock B. -ball In . o
for the Architect's review and certification as mandated herein, the Architect shall complete its review of such Application. The Architect
will return such Application for Payment, together with a Certificate for Payment, by the twentieth (20th) day of the month. Upon
rchitect' al.ros ,l a Pa Requisi'on Su a shal •e fo arded t. the i •f Rou • Rock's Directo •f Fina e. The Dir ctor of
Finance will forward the Pay Requisition Summary and a Requisition to the Trustee of the City's bond funds used for the cons
costs of the. Project. The payment checks shall be forwarded by the Trustee for distribution on or before the tenth (10th) day of the
followin
9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's
evaluation of the Work and observations at the Site and the data comprising the Application for Payment, that the Work has progressed
to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance
with the Contract Documents. The foregoing representations are subject to an cvaluativit-uflit,-Wmtk for onf rmanc,. r:th the C„ntra.,t
s specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will
further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate
for Payment will not be a representation that the Architect has (4)- made-extaustive
0
ent
righttopayinent; -er-(4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account
of the Contract Sum.
E In addition to and not in derogation of the provisions of Subparagraph 9.4.2, the issuance of a Certificate for Payment shall
constitute a recommendation to Owner by Architect in respect to the amounts to bepaid to Contractor. Such recommendation shall he
non- binding on Owner, and Owner shall be entitled to refuse to make payment on any Certificate of P. vment as provided in Subparagraph
9.6.1 hereof.
9.5 DECISIONS TO WITHHOLD CERTIFICATION
9.5.1 The Architect may decide not to certify payment and 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 Subparagraph 9.4.2
cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor
and Owner as provided in Subparagraph 9.4. 1. If the Contractor and Architect cannot agree on a revised amount, the Architect will
promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The
Architect may also decide not to certify 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 `
Subparagraph-33.2, 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 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 another contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time, and or that the unpaid balance would
not be adequate to cover actual or liquidated damages for the anticipated delay; or
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.7 perast....1 failure to carry out the Work in accordance with the Contract Documents.
9,51 When the above reasons for withholding certification are removed, certification will be made for amounts previously
withheld.
9.5.3 JContractor disputes any determination by the Architect with regard to all or any Part of a Certificate of Payment which disputed
amount is 5150,000.00 or less. Contractor shall nevertheless expeditiously continue to prosecute the Work. If the disputed amount is more
than 5150 000.00. Contractor may stop work until the dispute is resolved. If the Architect declines to certify payment and withholds its
Certifi . to for , reason the - r hitect '11 .ro . t no ' - Owner writin .. f such re < ons theref.. If the •wn- fai s to . erform
any of its obligations to its construction lender which results in such lenders failure or refusal to fund any Application for Payment of more
tha 150 0! 1.00 Con .. ctor ma sto w.rk until s ch A..1' ation fo ' a en s funde..
9.5.4 Qwner shall not be deemed to be in breach of these Contract Documents by reason of the withholding of anvpavment pursuant.
to any provision of the Contract Documents. provided the Architect has approved the Owner's actions or the work in Question shall have
been r- ected . an . vernmental au on
9.6 PROGRESS PAYMENTS
9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time
provided in the Contract Documents, and shall so notify the Architect. At the option of the Architect. or at the direction of the Owner
the Trustee may be directed to issue separate checks to the Contractor and the Subcontractors. and in that event disbursement of payment
checks may be made directly to the Subcontractors,
9.6.1.1 Notwithstandine the fore the Owner may refuse to make pavment on any Certificate for Payment (including without
do firm - rtifi . t-. for Pa nt fo . defa under a C.n.: t Docu . - is c din bu not limi - . to those . efaults set
forth in Sections 9.5.1.1. through 9.5.1.7 hereof. The Owner shall not be deemed in default by reason of withholding payment while any
such defaults remain uncured
1
9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the
Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting
percentages actually retained from payments to the Contractor on account of such Subcontractors portion of the Work. The Contractor
shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub - subcontractors in a similar
manner.
9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or
amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by
such Subcontractor.
9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as
may otherwise be required by law.
9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4.
9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not
constitute acceptance of Work not in accordance with the Contract Documents.
9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received
by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those
Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment
was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money
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of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any
person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision.
9.7 FAILURE OF PAYMENT
9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven fourteen days after
receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date
established in the Contract Documents the amount certified by the Architect or- a..urdcd by arLil.ution, then the Contractor may, upon
seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received.
The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable
costs of shut -down, delay and start-up, plus interest as provided for in the Contract Documents.
9.7.1.1 Notwi stand' the fo c ' oinr n. sum sh:1l be add . as a result of a ..na fide d' .ute hetw —n Owner a d Con o •rovided
however. if such dispute is resolved in Contractor's favor. the Contract Sum shall be increased as provided in the preceding paragraph.
9.8 SUBSTANTIAL COMPLETION
9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently
complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use.
9.8.1.1 The Work will not be considered suitable for Substantial Completion review until all Project systems included in the Work are
operational as designed and scheduled, all designated or required governmental inspections and certifications have been made and posted,
des' gnated'structi .nofO•n er' s•er• el '. eo•e.tion•f stems •s been .m.lete. and al natfsnis es with .t e Contra t
Documents are in place. In general. the only remaining Work shall be minor in nature. so that the Owner and/or Owner's tenants could
th - Project .n that and com.l- +on of t. Work • the Co.. • ctor ..uld n.t r • teriall interfere th .r h, •er the Owner
tial
will be
Own s tenan or th . c
•
all
our o. under • • er anal b iness o, -rations.
ce
tha
11 rema
m
W
the
s bein
olel
a fort -r condi ' n of ub
unc
it'na
Co • -tion a e.tanc th Contractor -
completed within thirty (301 consecutive calendar days or as agreed upon following the Date of Substantial Completion ( "Final
Completion"). Notwithstanding the foregoing, the Owner may refuse to make payment on anv Certificate of Substantial Completion or
any Certificate of Payment (includ g without limitation. the final Certificate of Payment) for any default of the Contractor. The Owner
sha otbed - -media •efault • easo .fwi •I.in• - t ,ilean •fsu h •-f.ultsr-- ainunc.red
9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially
complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prier -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. Toe Cu nt actor shall proceed orompil to complete and correct items on such list.
9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion
thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which
is not suffr..i.,..t1y eomplete in accordance with the requirements of the Contract Documents s , that the Owner can .,ccu . , utilize the
the Contractor shall, before issuance of the Certificate of Substantial Completion,
complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another
inspection by the Architect to determine Substantial Completion.
9.8:4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial
Completion for approval by Owner which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner
and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall 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.
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9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of
responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment,
reflecting adjustment in retainage. if any. for such Work or dc. i portion thereof as provided in the Contract
Documents. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract
Documents.
9.9 PARTIAL OCCUPANCY OR USE
9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when aucli pertierris
Claus., 11.4.1.5 al authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence
whether or not the portion is substantially complete. provided -the The Owner and Contractor h,.v., ucccpL,d shall agree to a designation
in writing of the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage
to the Work and insurance, and have shall apree agreed in writing concerning the period for correction of the Work and commencement
of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall
prepare and submit a list to the Architect as provided under Subparagraph 9.8.2.
9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be
occupied or portion of the Work to be used in order to determine and record the condition of the Work.
9.9.3 Unless otherwise agreed upon in writine, partial occupancy or use of a portion or portions of the Work shall not
constitute acceptance of Work not complying with the requirements of the Contract Documents.
9.10 FINAL COMPLETION AND FINAL PAYMENT
9.10.1 13pax- reeeipi-of lJpon completion of the Work the contractor shall forward to the Architect and the Owner a written notice that
the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment. Upon receipt. the Architect
will promptly make such inspection and, when the Architect fords the Work acceptable under the Contract Documents and the Contract
fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,
information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with
terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate
is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in
Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled.
9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect Anil
Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the
Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise
satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently
in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written
statement satisfactory to Owner that the insurance will not ln.,c.cwablc to
cover the period required by the Contract Documents, (4) consent of surety, if any, to fatal payment and (5), if required by the Owner,
other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses
to famish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner
against such hen. 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 all costs and reasonable attorneys' fees.
9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor
or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of
the Work fully completed and accepted, less five percent (5 %) retainagee. If the remaining balance for Work not fully completed or
corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to
payment of the balance due for that portion of Work fully completed and accepted shall be submitted by the Contractor to the Architect
prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it
shall not constitute a waiver of claims.
0.10.4
4 €aiktre af' thc W.ak t, ....ply with thc ,..quircmcnts of the C nh ct D cumcnta, r
4
9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that
payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment.
ARTICLE 10
PROTECTION OF PERSONS AND PROPERTY
10.1 SAFETY PRECAUTIONS AND PROGRAMS
10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection
with the performance of the Contract.
10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 The Contractor shall take reasonable all necessary precautions for safety of, and shall provide reasonable all necessary protection
to prevent damage, injury or loss to:
.1 employees all persons 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 or the Contractors Subcontractors or Sub - subcontractors; 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.
4 construction or operations by the Owner or other Contractors,
10,2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public
authorities bearing on safety of persons or property or their protection from damage, injury or loss.
10 ;2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, rca,u,mble
necessary safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety
regulations and notifying owners and users of adjacent sites and utilities.
10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution
of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel.
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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10.3 HAZARDOUS MATERIALS
e
it
10.3,1.1 The
•
10.2.5 The Contractor, at its sole cost and expense shall promptly remedy damage and loss (other than damage or loss insured under
property insurance required by the Contract Documents) to property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in
part by the Contractor, a Subcontractor, a Sub - subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for
whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, except damage or loss
attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them or-by- anyone -for
The foregoing obligations of
the Contractor are in addition to the Contractor's obligations under Paragraph 3.18.
10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the
prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to
the Owner and Architect.
10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety.
10.3.1 In the event the Contractor encounters on the site material reasonably believed to be asbestos or polychlorinated biphenyl (PCB)
or an a -r hazard o materi .1 whi h h, not bee rendered harmless e Con a ctor shall immedi,tel sto. Work in area affected
after be r umed exc
0
dr the co
-itten , • reem
nder harmle
been re r.
sh, 1 be de
abili
ed as . i toxic o . • ardo mate 'a •s de ci. - din
t of 19; t with . , endm- is and r -visions t -reto
•
ntrac
hall not .: re. uired
withou
affectee •rea sha not ther
lion to Own e a t . Archi - in wn . The ork in
of the fawner .rd ontracto if in fac the ma el . 1 is as
The W . rk in the , _ ected : r hall . resumed ' the abs . ce of as estos or 0.1 chlo ' red bi
eredha- less onl u.on ' n ment of Owner, dCmtr,ctor. - term ". •rdous
re nsive t ironme.. a Res.o.
tos 0
PCB and has
chlor . ated b
nsent an ork re • tin to estos o
chlo
1 CB
n atrial o
Co m. nsati
d bi.h
no
1 CB
e.
en
when
ubstance"
and
10.3.2 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) or anv other hazardous material encountered on
the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report
the condition to the Owner and Architect in writing. The Owner. Contractor, and Architect shall then proceed in the same manner
described in Suboaraeranh 103
L
10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported
by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless
otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and
qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are
to perform the task of removal or safe containment of such material or substance. The Co.,t ctor ",.d thc Ar.,hit.,ct will Y , ,,ptly r F ly
When the material or substance has been rendered harmless, Work in the
affected area shall resume upon written agreement of the Owner and Contractor. 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 shut -down, delay and start-up, which
adjustments shall be accomplished as provided in Article 7.
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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iredernaity.
10.4 The Owner shall not be responsible under Paragraph 10.3 for materials and substances brought to the site by the Contractor unless
such materials or substances were required by the Contract Documents.
10.5 If, without negligence on the part of the Contractor, the Contractor is held liable 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.
10.6 EMERGENCIES
10.6.1 In an emergency affecting safety of persons or property, the Contractor shall take all reasonable
and necessary actio to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the
Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7.
AR 4 LE 1 BEL• P • ' ' ' 'H 1.1 1 1 GH P. ' H 11.5 _ IS DE ETE I 1 ITS E►!lt ' AND I • PLACED
BY EXHIBIT "B" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE FOR ALL PURPOSES.
ARTICLE 11 INSURANCE AND BONDS
th'..r y Lc liablc.
4
4
4
-4
3
AIA DOCUMENT A20IGENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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11.2 OWNER'S LIABILITY INSURANCE
11,3.1
11.3.2
-1-1:3
11.3.3
44,4 PROPERTY INSURANCE
11.4.1
11.4.1.1
CaIttraoter of ees-md expense. rcgui..,d as a r„sult f aacl.- insuted-lesg
11.4.1.2
AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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and- C- attiiractorslrall be named insm.d3.
11.4.5
11.4.7
y rcmit..,. dire,tly .,r ind'. qtly, and whcth,.r
11.4.3
11.4.6
11.4.8
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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der
sueb-disitributien.
H S PERFORMANCE BOND AND PAYMENT BOND
11.5.1
11.5.2
12.2 CORRECTION OF WORK
ARTICLE 12
UNCOVERING AND CORRECTION OF WORK
12.1 UNCOVERING OF WORK
12.1.1 If a portion of the Work is covered contrary to the Architect's or Owner's request or to requirements specifically expressed in the
Contract Documents, it must, if required in writing by the Architect or Owner, be uncovered for the Architect's or Owner's examination
and be replaced at the Contractor's expense without change in the Contract Time or Contract Sum.
12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered,
the Architect may request to see such Work and it shall be uncovered by the Contractor.
If such Work is not in
accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner
or a separate contractor in which event the Owner shall be responsible for payment of such costs.
12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or Owner 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 and compensation for the Architect's_and Owner's
services and expenses made necessary thereby, shall be at the Contractor's expense.
ALA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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12.2.2 AFTER SUBSTANTIAL COMPLETION
12.2.2.1 In addition to the Contractor's obligations under Paragraph 3.5, if, within one year after the date of Substantial Completion of
the Work or designated portion thereof or after the date for commencement of warranties established under Subparagraph 9.9.1, or by
terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not-in defective or otherwise
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
. If the Contractor fails to correct defective or otherwise nonconforming Work
within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance
with Paragraph 2.4. If the Contractor d. - not .r. - with c. ection of ch defective . otherwise n. conformin W. within a
reasonable time fixed by written notice from the Architect. the Owner may remove it and store the materials or equipment at the
Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten (1O) days after written notice. the Owner
may sell such materials and equipment at auction or at private sale and shall account for the net proceeds thereof after deducting costs
and damages that should have been borne by the Contractor. including comnensation for the Architects' services and expenses made
necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne. the Contract Sum shall be reduced
by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount. the Contractor shall pay the
difference to the Owner.
12.2.2.2 The one -year period for correction of Work shall be extended with respect to portions of Work lust performed after Substantial
Completion by the period of time between Substantial Completion and the actual performance of the Work.
12.2.2.3 The one -year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to
this Paragraph 12.2.
12.2.3 The Contractor shall remove from the site portions of the Work which are defective or otherwise not in accordance with the
requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.
12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed,
of the Owner or separate contractors caused in whole or in part by the Contractor's correction or removal of Work which is defective or
otherwise not in accordance with the requirements of the Contract Documents.
12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations
which the Contractor might have under the Contract Documents. Establishment of the one -year period for correction of Work as described
in Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time
within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which
proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically
to correct the Work.
12.2.5.1 The correct e _e "die ._- ° o ` in P nh 19 2 ° not exch,a and shall not deprive the Owner of any action. ri ght orr
remedy otherwise available to it for breach of any of the provisions of the Contract Documents.
12.3 ACCEPTANCE OF NONCONFORMING WORK
12.3.1 If the Owner prefers to accept Work which is defective or otherwise not in accordance with the requirements of the Contract
Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as
appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.
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13.1 GOVERNING LAW
13.1.1 The Contract shall be governed by the
Williamson County. Texas,
e void
e
of an . art or r ovisio t of the . ntrac
ARTICLE 13
MISCELLANEOUS PROVISIONS
laws of Texas, and venue shall lie in
13.2 SUCCESSORS AND ASSIGNS
13.2A The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other
party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and
obligations contained in the Contract Documents. - - • - + • • - • " •
. Contractor may not assign its rights under
theContract Documents or assign any rights to any monies due or to become due. Any entity which shall succeed to the rights of Owner
shalI be a +fled to enforce e ' the rf Own r ere . er. An si t b Crntracto witho r rior tten o t sent fro a Owner shal
13.3 WRITTEN NOTICE
13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity
or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business
address known to the party giving notice.
13.4 RIGHTS AND REMEDIES
13 A.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to
and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law.
13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under
the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be
specifically agreed in writing.
shall n
t in an anner whatso er the
ocum
13.41 Th inva
orceabili or - ffect o the re finder o . e Co r tract Do ents
Im.• ora e
13.5 TESTS AND INSPECTIONS
13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules,
regulations or orders of public authorities having jurisdiction 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 and Owner timely written notice of when and where tests and inspections are to be made so that the Architect and
Owner may be present for such procedures.
•
•
•
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing,
inspection or approval not included under Subparagraph 13.5. I, the Architect will, upon written authorization from the Owner, instruct
the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the
Contractor shall give timely written notice to the Architect and Owner of when and where tests and inspections are to be made so that the
Architect may be present for such procedures. Such costs, except as provided in Subparagraph 13.5.3, shall be at the Owner's expense.
13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the
Work to comply with requirements established by the Contract Documents, or reveal faulty or otherwise defective Work. all costs made
necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at
the Contractor's expense.
13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured
by the Contractor and promptly delivered to the Architect.
13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly
and, where practicable, at the normal place of testing.
13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the
Work.
13.6
INTEREST
13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties
may agree upon in writing
LIg interest shall be due on sums ro erly retained by Owner
+34 COMMENCEMENT 01' STATUTORY LIMITATION PERIOD
13.7.1 e -- _-
4
4
4
13.7 COSTS AND ATTORNEYS FEES
13.7.1 If any action at law or in equity is necessary to enforce or interpret the terms of the Contract Documents. the prevailing party shall
be entitled to reasonable attorney's fees, costs. and necessary disbursements in addition to any relief to which it may be entitled.
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13.8 CONTRACTOR'S RECORDS
13_8.1 Contractor agrees to furnish Owner such information as may be available in Contractor's files and records for the Proiect for the
pumose of aiding Owner in establishing a depreciation schedule for the Proiect or such portions thereof as Owner may determine.
MECHANICS' ANTI MATF RIAi MEN'S LIENS
Work
er
roc
ater
0
•• -
:II -
es 1
14.1 TERMINATION BY THE CONTRACTOR
and
free fr .m all mec
nits' and
n's
.9.
131 Con .r- ctor s .11 save . d k
liens and all other liens and claims. legal or equitable. arising out of Contractor's Work hereunder. In the event anv such lien or claim is
filed . an me cia' I. b outh o der .ntractor ontrac .r shall r-move a . dischar - ame wi 1. n ten 10 . s of the filin
thereof.
13.9.2 Contractor shall and hereby does subordinate anv and all liens. rights and interest (whether choate or inchoate and including
witho linlita '.n • 11 I echani ' and , eriahne.'. liens - der the ...Bub - law- of a S • Texas whether co tractual statuto
.i
•rc.nstitu' o ed cl•' edor.- Id .r t1 .e own . claimer, or he Co..ctorin _ d to an .art of - Work or the ._..e
on which the Work is performed. to the liens securing navments of sums now or hereafter borrowed by Owner in connection with the
devel. • ment . esi or cons ction o e Pro t and • 11 liens hts a teres . of an . n -term • round le see of the Pro'°
Con. - ctor .. -11 ex c . e such er : .. additi . evide - of the bord' , on of 1' -
or errnan nt lend a or an lone -t Ito lessee . - re. _ire. The bord'
in -uceme - to the - - ecution - d deli - of th- . ntrac Docum- is and all be
or any others, or any default by Owner under the Contract Documents or otherwise.
0
n
h
and
te
ests as
e
on of '-ns is t. de in c. sidera
Own
• I •
arties he
• kl•
icable .e .ite .. di ut etween
or :1 other aim a , t
ntract Pocum . or u ubco
r c nstructi
ARTICLE 14
TERMINATION OR SUSPENSION OF THE CONTRACT
interim
f and as an
13.9.3 Contractor shall include in every subcontract relating to the Work to which it is a party and m each and every lower tier
rovisi ns _lath . •..i• W.rk .-rfo .r la..r.rfumis'int mat ' Is urs ttoea _ ubcontract
on which ..
ontrac
ees to ubor
II"
.r •
erfo
te an echani
d or
aft rrow O .
te. Im •
s ._ shed _ er the
ti. .. J. elo.
de
c
rt of
to j
n of the
Work o
liens s- uri
•ro.- NN
to all li
ent of s
ri hts
w
d
interests of anv long -term ground lessee of the Project. (2) that the required suhordinations are made in consideration of and as an
ucem t to . - execu '.n and • - iv .. i • c t D. is : d e contr t in w h it a.. - ars and hal b- a. • .:.le
ctor
1N_
ri
.nz '1
e .rte.. d' betw or a
unde a ct Do ents n o
loo - erm . nd less - ar e .ress th'
Cone tor .r :_.
bcon
Sub
ment
r
a
o r
efici
s who
. tractor . an de -ultb
nd .t Own Own
ve uu.li- dcoLiderati.
wn
m
C
fors h su.o
ntractor
d .e
inati
r an Su
nentl n• . d an
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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13 1..s.
be
Con
4
14_1.1 The Contractor may terminate the Contract Documents in the manner provided in Paragraph 14.1.2 if repeated suspensions. delays
or interruptions by the Owner constitute in the aggregate more than one hundred percent (100 %) of the total number of days scheduled
for completion. or one hundred twenty (120) days in any 365 -day period, whichever is less or if all the Work is entirely stopped for a
continuous period of sixty (60) days for any of the following reasons through no act or fault of the Contractor or a Subcontractor. Sub -
bcontrac .r or e' _ • en or - m.lo ee •r an o 1 .erso . ..rtions .f the Wo under co. act wi 1 e Contrac • 1
ational
use wi ..'n the t' - tated .e Con.. t Doc
en c a a . laration
issuance •fan orde of a cou t • other • blic au - .n a ' uris
emergency makirlg_material unavailable: or (3) because the Architect has not issued a Certificate for Payment and has not notified the
o •
Co + . c or of a reason . r withho . in certi ation or . ecause , - Owner + , not ma a ent . n a Ce • ate .f P, ent wit
14.1.2 If one of the above reasons exists. the Contractor may upon fourteen (14) days' written notice to the Owner and Architect,
rminate .e - Contra Docum unles ch ea s. r i . cure or o . - ex .irati. of the n. tice •eri. • and 0 u er shall inc o
cov fr .. e O Work
•
abili
ntract
rea
f such
to atio
. ntract ■
nts and f r
x .: ontract._ shall be- 'tled
c en. •rior to + - effectiv . ate of -rmination the basis r such
a e • for cos irecti r- . ted to rk there t. fore a
a en r
ro erl -xecuted
a videdin
. ac c.r.. t e with
e Con.. t Doc
atin cs. hW.rk'..cludi
or m to
asonable •-mo
it
on and ,ncellati •. ha
rovided
ereafter • -rformed b
h Work ' authoriz d
advance by Architect and Owner,
• 14.1.3 T
termina ion
nts.
e Owner hall not
descr'.ed in P hs 1 1.1 and .
nhc
0
e res•on ible for ma es f loss o
14.1.4 Notwithstanding anything herein to the contrary, the Contractors right to terminate the Contract Documents shall always be
subject and subordinate to the right of any lender on the Project to assume the position of Owner under the Contract Documents.
14.2
14.2.1 The -Qwncr t..ay tcrminat., thc Cont....,t if thc Co,.tra, for
4
the Cont.,..,tor and th., Subc,.,nt,,,ctors;
ated •rofits o Work not •erfo e.. on accoun
ent shall
an
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
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• laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation
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74
by ti.., C.,at.actor,
14.2 TERMINATION BY THE OWNER
14_2.1 The Owner may terminate the Contract Documents if the Contractor: (1) refuses or fails to supply sufficient skilled workers or
suitab - material or e. ui ent to c.m.lete t - Work '. • dill e _ efficien rim -1 .rkmanl'_ e skillful - d care l manner 2 fails
to make prompt payments to Subcontractors for labor. materials and/or egtiment in accordance with the respective aereements between
teContr. or and r Subcot. •ctors• disre art laws o ces m -s re la'.nsorortfrsofa.u.licautho havin urisdiction
(4) disregards the instruction of Architect or Owner (when such instructions are based on the reauirements of the Contract Documents):
(5) files or records or allows anyone claiming hv. throueh or under Contractor to file or record a lien or other claim against Owner. Owner's
loan proceeds or Owner's property without removing and discharging same as required under the Contract Documents; or (6) otherwise
oes not 11 comr with t Contra Docume
When any of the above reasons exists. the Owner may, without prejudice to any other rights or remedies of the Owner and after
ivit the Co. tractor a d the Col tractor's s re if ven 7 da s' written n •ce exce. 'n case of emer - nc
ssession . f the site • nd Pro
maned b
e0
to
Contract
r and
ma
1
take
e andofa
1 materials
.14.2.3 -n the
he entitled to receive further nayment until the Work is fudshed.
as
sonabl
to the se. ices of th
equipment. tools and construction equipment and machinery thereon owned. rented or leased by the Contractor: and (2) finish the Work
by whatever method the Owner may deem expedient.
tes th- Contract Doc ments fo one of th reasons tated in Para_ra. h 1 2.1 the .ntractor shall not
er
14.2.4 To the extent the costs of completing Work. including compensation for additional professional services and expenses. exceed
hose cost which w.uld have been .a ..le to Con ctor t c.m.lete - Wor exce.t for C. ntractor's default Cmtractor will .a th
difference to Owner, and this obligation for payment shall survive termination of the Contract Documents. Such costs incurred by Owner
will be determined by the Owner and confirmed by the Architect.
14.2.5 It is recognized that (1) if an order for relief is entered on behalf of Contractor pursuant to Title 11 of the United States Code,
•
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright
laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation
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2 f an other . imilar o is entered . nder an o -r debtor r- ief laws if Con or makes a neral ass' - ent for the benefit
. unt of its '>_ olvenc such ev- r could im. a' . r frustrate ontractor's . erformance
of the Contract Documents. Accordingly. it is agreed that upon the occurrence of any such event. Owner shall be entitled to request of
Co . ctor or its uccessor ' interest ade. , ate assur • e of fu - • erfonnan in accor e with the terms and conditio . the _m a
Documents. Failure to comply with such request within ten (101 days of delivery of the request shall entitle Owner to terminate the
Contract Documents and to the accompanying tights set forth above in Paragraphs 14.2.1 through 142.4 hereof, In all events pending
receipt of adequate assurance of performance and actual performance in accordance therewith. Owner shall be entitled to proceed with
the Work with its own forces or with other contractors on a time and material or other annrooriate basis, the cost of which will be
backcharged against the Contract Sum.
14.2.6 In addition to Owner's right to remove Contractor from any part of the Work pursuant to the Contract Documents Owner may
at any time. at will and without cause. terminate any part of the Work or any subcontract or all remaining Work for any reason whatsoever
12y giving seven (71 days' prior written notice to Contractor specifying the Work or subcontract to be terminated and the effective date of
term_tion. one actor shat ontinue to •rosecute �e . • of .- Work or _ e Work no erminated. _ the Work o • n subcontract is so
nt
terminated. Owner shall incur no liability to Contractor by reason of such termination. except that Contractor shall be entitled to navment
for Work done and properly executed in accordance with the Contract Documents prior to the effective date of termination. (the basis for
such., ent sha • eas.rovi. the Cmtract Doc .ments an or coisd ctl relate.. to Workth -retoforeandthemafter.erfo -d
b Contractor m erminatjn• uch Work .r subcon. , t includ r reasonab - demobil' , i on and c• Ilation ch es rovided aid Work
is authorized in advance by Architect and Owner. No payment shall he made by Owner, however, to the extent that such Work or
subcontract is, was or could have been terminated under the Contract Documents or an equitable adjustment is made or denied under
another provision of the Contract Documents. In case of such termination. Owner will issue a Construction Change Directive or authorize
a Change Order in making any required adjustment to the date of Substantial Completion and/or the Contract Sum. For the part of the
Work terminated. the applicable provisions of the Contract Documents shall continue in full force and effect as to all Work performed
prior to the effective date of termination. For the remainder of the Work. the Contract Documents shall remain in full force and effect.
14.2.7 The Owner shall not be responsible for damages for loss of anticipated profits on Work not performed on account of any
f its credi
4
ifare
elver 1
a
inted on ac
termination described in Paragraph 14.2.6.
14.2.8 Upon a determination by a court of competenturisdiction that termination of Contractor pursuant to the Contract Documents
was wrongful, such termination will be deemed converted to a termination for convenience, and Contractor's remedy for wrongful
termination shall be limited to the recovery of the payments permitted for termination for convenience as set forth herein.
14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt
such period of time as the Owner may determine.
14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time
interruption as described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall include profit.
the extent:
.1
the Work in whole or in part for
caused by suspension, delay or
No adjustment shall be made to
that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the
Contractor is responsible; or
.2 that an equitable adjustment is made or denied under another provision of the Contract.
14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
144.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause.
14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall:
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright
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.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and
.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all
existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
14.4.3 In case of such termination for the Owners convenience, the Contractor shall be entitled to receive payment for Work executed,
and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed.
OWNER:
CITY OF ROUND ROCK, TEXAS
A
By: .4 I. - 441 1 •
Robert tluka, Jr.; a
Dated:
ATTEST:
CONTRACTOR:
HENSEL PHELPS CONSTRUCTION CO.
By:
Vic . 11i t y V' a President
Dated: `X I
AIA DOCUMENT A201- GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright
laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation
until the date of expiration as noted below.
Electronic Format A201 -1997
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ARTICLE 11 INSURANCE
11.2 SCHEDULE OF INSURANCE COVERAGES.
Coverage
11.2.1 Worker's Compensation
Worker's Compensation
Employer's Liability
EXHIBIT "B"
ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND
CONTRACTOR AND ADDENDUM TO GENERAL CONDITIONS
THIS ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR AND
ADDENDUM TO "GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION: AIA DOCUMENT A201 -1997"
( "Addendum ") shall (i) amend certain provisions of the Standard Form of Agreement between Owner and Contractor to which this
Addendum is affixed (the "Standard Form "), and (ii) amend, supplement, modify, delete and replace by substitution the indicated
provisions of the General Conditions. If the numerical section referenced below is not one contained in the General Conditions, then such
text shall be added as a new section. If the numerical section referenced below is one for which there is a counterpart section referenced
in the General Conditions, then the referenced text shall be deemed added to the referenced section in the General Conditions, unless
otherwise indicated below. Wherever the terms hereof are inconsistent with the General Conditions, the terms hereof shall be controlling.
ADDENDUM TO STANDARD FORM OF AGREEMENT
1. Master Agreement: Owner has advised Contractor that Owner has entered into that certain Master Agreement Regarding
Convention Center Complex Development ( "Master Agreement ") with Ryan Sanders Ryan Sports, Inc. ( "RSR ") and that RSR, or one
of its affiliates, would use and occupy the Project following Completion. RSR subsequently lawfully assigned all of its rights and interests
to Round Rock Baseball, Inc. The Master Agreement provides for certain cooperation between Owner and RSR, and now between Round
Rock Baseball, Inc. as its assign, with regard to construction of the Project. The Contractor agrees to assist Owner in cooperating with
Round Rock Baseball, Inc. by providing to Round Rock Baseball, Inc. copies of all reports and other correspondence provided by
Contractor to Owner under the Contract Documents, and Contractor shall require itself and all of its subcontractors and agents to conduct
the Project Improvements Work in cooperation with Round Rock Baseball, Inc. so that (i) Round Rock Baseball, Inc. will be kept
reasonably apprized of all aspects of the Project Improvements Work, (ii) Round Rock Baseball, Inc. can minimize the risk of any Project
Change Orders, and (iii) Round Rock Baseball, Inc. can coordinate the installation of any improvements, fixtures or equipment by Round
Rock Baseball, Inc. or any of its sublessees, licensees or concessionaires.
2. Third Party Beneficiary: Contractor agrees that RSR, and Round Rock Baseball, Inc. as its successor and assign under the Master
Agreement, and any other successors and assigns, are third party beneficiaries of the covenants, agreements, and warranties of the
Contractor under the Contract Documents.
Contractor shall, at its sole expense, maintain in effect at all times during the full term of its Work under the Contract
Documents and as otherwise required under the Contract Documents, insurance coverages with limits not less than those
set forth below in the Schedule of Insurance Coverages with insurers licensed to do business in the State of Texas and
acceptable to Owner and under forms of policies satisfactory to Owner. None of the requirements contained herein as
to types, limits or Owner's approval of insurance coverage to be maintained by Contractor is intended to and shall not
in any manner limit, qualify or quantify the liabilities and obligations assumed by Contractor under the Contract
Documents or otherwise provided by law. In the event of any failure by Contractor to comply with the provisions of
this Article 11, Owner may, without in any way compromising or waiving any right or remedy at law or in equity, on
notice to Contractor, purchase such insurance, at Contractor's expense, provided that Owner shall have no obligation
to do so and if Owner shall do so, Contractor shall not be relieved of or excused from the obligation to obtain and
maintain such insurance amounts and coverages.
Minimum Amounts and Limits
Statutory Limits
5500,000
The policy shall include a Waiver of Subrogation in favor of the Indemnitees (as defined in the Contract Documents).
11.2.2 Commercial General Liability
Bodily Injury/
Property Damage
(Occurrence Basis)
$1,000,000 each occurrence, or
equivalent, subject to a $1,000,000
aggregate applicable to the Project
This policy shall be on a form acceptable to Owner, endorsed to include the Indemmitees as additional insureds, contain
cross - liability and severability of interest endorsements, state that this insurance is primary insurance as regards any
other insurance carried by the Indemnitees, and shall include the following coverages:
.1 Premises /Operations.
.2 Independent Contractors.
.3 Completed Operations for a period of two (2) years following the acceptance of Contractor's Work.
.4 Broad Form Contractual Liability specifically in support of, but not limited to, the Indemnity sections of the
contract.
.5 Broad Form Property Damage.
.6 Personal Injury Liability with employee and contractual exclusions removed.
.7 Delete Exclusions relative to Collapse, Explosion and Underground Property Damage Hazards.
11.2.3 Comprehensive Automobile Liability
.1 Bodily Injury $250,000 per person
$500,000 per occurrence
.2 Property Damage $100,000 per occurrence,
or equivalent
This policy shall be on a standard form written to cover all owned, hired and non -owned automobiles. The policy shall
be endorsed to include the Indemnitees as additional insureds, contain cross - liability and severability of interest
endorsements, and state that this insurance is primary insurance as regards any other insurance carried by the
Indemnitees.
11.2.4 Umbrella Excess Liability Insurance
Bodily Injury/ $2,000,000 per occurrence
Property Damage $2,000,000 aggregate
(Occurrence Basis)
This policy shall be written on an umbrella excess basis above coverages as described herein, endorsed to include the
Indemnitees as additional insureds, contain cross - liability and severability of interest endorsements, and state that this
insurance is primary insurance as regards any other insurance carried by the Indemnitees. In addition, the policy shall
be endorsed to provide defense coverage obligations.
11.2.5 Broad Form Boiler and Machinery Insurance
Contractor shall maintain, at its sole expense, such boiler and machinery insurance as may be required by the Contract
Documents or by law. This insurance shall include the interests of Owner, Contractor and Subcontractors in the Work
as set forth herein (and in Subparagraph 11.3.1 below).
11.2.6 Performance Bond and Labor and Material Payment Bond
.1 If requested by Owner, Contractor shall obtain, and shall require each Subcontractor designated by Owner to
obtain, a Performance Bond and Labor and Material Payment bond in the amount of 100% of the Contract Sum
in the case of Contractor, and 100% of the applicable contract amount for designated Subcontractor.
Contractor shall deliver the executed originals and two (2) executed copies of each of its required bonds to
Owner not later than the date of execution of the Agreement and deliver the executed originals and two (2)
executed copies of each of the required Subcontractor bonds to Owner not later than the date of execution of
the Subcontractor bond with any such Subcontractor.
.2 The bonds shall in all respects conform to the requirements of the laws of the State of Texas.
11.3 BUILDER'S RISK INSURANCE
Contractor shall maintain, at its sole expense, all -risk builder's risk insurance as follows:
11.3.1 Contractor shall carry completed value form builder's risk property insurance upon the entire Work for 100% of the full
replacement cost value thereof (100% includes additional costs of architectural and engineering services in the event
of a loss). This policy shall include the interests of the Owner and the other Indemnitees, Contractor, and Subcontractors
in the Work as named insureds, as their interests may appear, and shall be on an "All Risk" basis for physical loss or
damage including, without limitation, fire, flood, earthquake, subsidence, hail, theft, vandalism and malicious mischief
and shall include coverage for portions of the Work while it is stored off the site or is in transit. This policy shall
provide, by endorsement or otherwise, that Contractor shall be solely responsible for the payment of all premiums under
the policy, and that Owner and the other Indemnitees shall have no obligation for the payment thereof, notwithstanding
that Owner and the other lndemnitees are named insureds under the policy. Any insured loss or claim of loss shall be
adjusted by the Owner, and any settlement payments shall be made payable to the Owner as trustee for the insureds, as
their interests may appear, subject to the requirements of any applicable mortgage clause. Upon the occurrence of an
insured loss or claim of loss, monies received will be held by Owner who shall make distribution in accordance with
an agreement to be reached in such event between Owner and Contractor. If the parties are unable to agree between
themselves on the settlement of the loss, such dispute shall be submitted to a court of competent jurisdiction to determine
ownership of the disputed amounts but the Work of the Project shall nevertheless progress during any such period of
dispute without prejudice to the rights of any party to the dispute. The Contractor shall be responsible for any loss
within the deductible area of the policy.
11.4 O OR'SE• IPMENTP.LICY
11.4.1 Any such insurance policy covering Contractor's or its Subcontractors' equipment against loss by physical damage shall
include an endorsement waiving the insurer's right of subrogation against the Indemnitees. Such insurance shall be
Contractor's and its Subcontractors' sole and complete means of recovery for any such loss. Should Contractor or its
Subcontractors choose to self - insure this risk, it is expressly agreed that the Contractor and its Subcontractors hereby
waive any claim for damage or loss to said equipment in favor of the Indemnitees.
11.5 EVIDENCE OF INSURANCE
11.5.1 Evidence of the insurance coverage required to be maintained by the Contractor under this Article 11, represented by
Certificates of Insurance issued by the insurance carrier, must be famished to the Owner prior to Contractor starting
Work. Certificates of Insurance shall specify the insured status mentioned above in this Article 11, as well as the
waivers of subrogation. Such Certificates of Insurance shall state that Owner will be notified in writing thirty (30) days
prior to cancellation, material change, or non - renewal of insurance. Contractor shall provide to Owner a certified copy
of any and all applicable insurance policies upon request of Owner. Timely renewal certificates will be provided to
Owner as the coverage renews.
11.6 SUB ONTRACTORS'INSURANCE
11 .6.1 Insurance similar to that required of Contractor shall be provided by or on behalf of all Subcontractors to cover their
operations performed under the Contract Documents. Contractor shall be held responsible for any modification in these
insurance requirements as they apply to Subcontractors. Contractor shall maintain Certificates of Insurance from all
Subcontractors, enumerating among other things, the waivers in favor of, and insured status of, the Indemnitees, as
required herein, and make them available to Owner upon request.
11.6.2 The term "Subcontractor(s)" f o r t h e purposes of this Article I 1 shall include subcontractors of any tier.
11.7 RELEASE AND WAIVER OF SUBROGATION
11.7.1 Contractor hereby releases, and shall cause its Subcontractors to release, Owner and the other Indemnitees (defined
below) from any and all claims or causes of action whatsoever which Contractor and/or its Subcontractors might
otherwise possess resulting in or from or in any way connected with any loss covered or which should have been
covered by insurance, including the deductible portion thereof, maintained and/or required to be maintained by
Contractor and/or its Subcontractors pursuant to the Contract Documents, including without limitation, those arising
out of the sole or concurrent negligence of Owner and the other Indemnitees.
11.7.2 Contractor hereby releases, and shall cause its Subcontractors to release, Owner and Round Rock Baseball, Inc. from
any and all claims or causes of action whatsoever which Contractor and/or its Subcontractors might otherwise possess
resulting in or from or in any way connected with any loss covered or which should have been covered by insurance,
including the deductible portion thereof, maintained and/or required to be maintained by Contractor and/or its
Subcontractors pursuant to the Contract Documents, including without limitation, those arising out of the sole or
concurrent negligence of Owner or Round Rock Baseball, Inc.
11.8 INDEMNIFICATION
11.8.1 To the fullest extent permitted by applicable law, Contractor shall and does agree to indemnify, protect, defend and hold
harmless the Owner, Owner's partners, affiliated companies of Owner and of any partner, Round Rock Baseball, Inc.,
Architect and their respective officers, directors, shareholders, employees and agents (collectively the "Indemnitees ")
from and against all claims, damages, losses, liens, causes of action, suits, judgments, and expenses, including attomey
fees, of any nature, kind or description of any person or entity, directly or indirectly arising out of, caused by, or
resulting from (in whole or in part), (1) the Work performed hereunder, or any part thereof, (2) the Contract Documents,
or (3) any act or omission of Contractor, any Subcontractor, anyone directly or indirectly employed by them, or anyone
that they control or exercise control over, (collectively the "Liabilities "). The obligations of Contractor under this
indemnification shall apply to liabilities even if such liabilities are caused in whole or in part by the negligence
of any Indemnitee. Contractor shall promptly advise Owner in writing of any action, administrative or legal proceeding
or investigation as to which this indemnification may apply, and Contractor, at Contractor's expense, shall assume on
behalf of Owner (and the other Indemnitees) and conduct with due diligence and in good faith the defense thereof with
counsel satisfactory to Owner; provided, however, that Owner shall have the right, at its option, to be represented therein
by advisory counsel of its own selection and at its own expense. In the event of failure by the Contractor to fully
perform in accordance with this indemnification paragraph, Owner, at its option, and without relieving Contractor of
its obligations hereunder, may so perform, but all costs and expenses so incurred by Owner in that event shall be
reimbursed by Contractor to Owner, together with interest on the same from the date any such expense was paid by
Owner until reimbursed by Contractor, at the rate of interest provided to be paid on judgments under the laws of the
State of Texas. This indemnification shall not be limited to damages, compensation or benefits payable under insurance
policies, workers' compensation acts, disability benefit acts or other employees' benefit acts.
11.8.2 It is understood and agreed that Subparagraph 11.8 above is subject to, and expressly limited by, the terms and
conditions of TEX. CIV. PRACT. & REM. CODE ANN. § §130.001- 130.005 (Vernon Supp. 1989), as amended.
Contractor shall not be obligated under Subparagraph 9.12 to indemnify or hold harmless Architect or an agent, servant,
or employee of Architect from liability or damage that:
is caused by or results from:
(A) defects in plans, designs, or specifications prepared, approved, or used by the Architect; or
(B) negligence of the Architect in the rendition or conduct of professional duties called for or arising out
of the Contract Documents and the plans, designs or specifications that are a part of the Contract
Documents; and
.2 arises from:
(A) personal injury or death;
(8) property injury; or
(C) any other expense that arises from personal injury, death or property injury.
11.8.3 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability
of the indemnification obligation under this Paragraph 9.12, such legal limitations are made a part of the indemnification
obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the
provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation
shall continue in full force and effect.
11.9 CLAIMS MADE POLICIES
1 1.9.1 With respect to any of the insurance policies provided by Contractor pursuant to the Contract Documents which are
"claims made" policies, in the event at any time any such policies are canceled or not renewed, Contractor shall provide
a substitute insurance policy(ies) with terms and conditions and in amounts which comply with the terms of the Contract
Documents and which provide for retroactive coverage to the date of cancellation or non - renewal to fill any gaps in
coverage which may exist due to the cancellation or non - renewal of the prior `claims made" policies. With respect to
all "claims made" policies which are renewed, Contractor shall provide coverage retroactive to the date of
commencement of the Work in said renewed policy. All said substitute or renewed "claims made" policies shall be
maintained in full force and effect for the longer of (i) two years from the date of completion of the work or (ii) as
otherwise required by the Contract Documents. A certificate evidencing continuation of such policies shall be submitted
with the final Application for Payment as required by Subparagraph 9.10.2. Nothing herein shall affect the continuing
effect of the indemnity clauses in the Contract Documents.
DATE: June 21, 1999
SUBJECT: City Council Meeting — June 24, 1999
ITEM: 10.F.1. Consider a resolution authorizing the Mayor w execute a contract for
the construction of the Convention Center Complex/Stadium. Staff
Resource Person: Jim Nuse, Public Works Director.