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Home My WebLink About2010-03-09-9:00AM-REGULARBRAZOSCOUNTY BRYAN, TEXAS NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON 9 MARCH 2010 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE COUNTY ADMINISTRATION BUILDING, 200 SOUTH TEXAS AVENUE, SUITE 106, BRYAN, TEXAS. 1. Invocation and Pledge of Allegiance — Commissioner Mallard. 2. Call for citizen's input and/or concerns. Consider and take action on agenda items 3 — 16: 3. Budget Amendment 09/10 - 21.1 thru 21.3. 4. Personnel Change of Status. 5. Payment of Claims. 6. Resolution 10 -004 in support of the application for the Governor's Criminal Justice Division Grant for the Brazos County Special Investigation Unit (BSS". 7. Contract with Madison Construction LP for renovations to the Brazos County Courthouse, Phases I and II. 8. Request from the County Clerk for a variance of the Comp Time Policy, allowing employees of the County Clerk's Office until 9 July 2010 to take their accrued comp time earned while working the primary and primary run -off elections. Office of the County Judge 200 Sou P m Ave. uite 332 Uy San, Texas 77803 • Fax: (979) 361 -0503 VOI. 13 1 Commissioners Court Agenda 9 March 2010 Page 2 a Request from the Sheriff s Office for the following position reclassifications: a. Patrol Lieutenant, Class 1411, Group 25, Step 2, Position 2 to Deputy Sheriff Patrol, Class 1415, Group 21, Step 10, Position 7; b. Patrol Lieutenant, Class 1411, Position 1 from Group 25, Step 11 to Group 31, Step 2; c. Patrol Sergeant, Class 1424, Position 1 from Group 23, Step 9 to Group 25, Step 5; d. Patrol Sergeant, Class 1424, Position 2 from Group 23, Step 9 to Group 25, Step 5; e. Sergeant Courthouse Security, Class 1450, Position 1 from Group 23, Step 7 to Group 25, Step 3; f. Deputy Sheriff Patrol, Class 1415, Gropu 21, Step 9, Position 7 to Patrol Sergeant, Class 1424, Gropu 25, Step 3, Position 3. 10. Non - profit Organization application for Brazos County Inmate Work Crew Labor for the Colored Cemetery Association. 11. Agreement with G -Con, LLC and Texas Bioproperties, LP for development and tax abatement in Reinvestment Zone 29 for commercial — industrial tax abatement. 12. Copier Lease Agreement with Xerox for the Community Supervision Department. 13. Tax Refund Applications for the following: a. Wells Fargo MAC f Suntmst Mortgage b. Larry, Leslie, & Bryce Grantham g. Hi -Lo Holdings LTD c. Green Tree Servicing LLC h. 21" Mortgage d. Gilbert & Sylvia Becerra i. Jeanene Jones e. Agnes E Bennett j. Jason & Stacy Colvin 14. Capital Requisition #00028334 in the amount of $1,193.52 to Wilton's Office Works for the purchase of furniture for the Precinct 4 Justice of the Peace office. 15. Treasurer's Report for the month of January 2010. 16. Wickson Creek Special Utility District's cost estimate of $41,328.40 to relocate an existing water line (at the County's request) on Old Reliance Road to accommodate a bridge replacement project. Site is located in Precinct 2. 17. Acknowledgement of the Racial Profiling Statistical Report for the Precinct 1 Constable's Office. 18. Announcement of interest items and possible future agenda topics. 19. Call for citizen input and/or concerns. 20. Agency / Board / Committee reports by Court memb s/� Vol. 21. Adjourn Commissioners Court Agenda 9 March 2010 Page 3 1 Voles= Pg._ T�- Commissioners Court Agenda 9 March 2010 Page 4 PUBLIC COMMENTS Public Comment during the Commission Meeting may be for all matters, both on and off the agenda, and be limited to four minutes per person. Persons are invited to submit comments in writing on the agenda items and/or attend and make comment at the Commission meeting. Members of the public are reminded that the Brazos County Commissioners Court is a Constitutional Court, with bothjudicial and legislative powers, created under Article V, Section 1 and Section 18 of the Texas Constitution. As a Constitutional Court, the Brazos County Commissioners Court also possesses the power to issue a Contempt of Court Citation under Section 81.024 of the Texas Local Government Code. Accordingly, members of the public in attendance at any Regular, Special and/or Emergency meeting of the Court shall conduct themselves with proper respect and decomm in speaking to, and/or addressing the Court; in participating in public discussions before the Court; and in all actions in the presence of the Court. Those members of the public who are inappropriately attired and/or who do not conduct themselves in an orderly and appropriate manner will be ordered to leave the meeting. Refusal to abide by the Court's Order and /or continued disruption of the meeting may result in a Contempt of Court Citation. It is not the intention of the Brazos County Commissioners Court to provide a public forum for the demeaning of any individual or group. Neither is it the intention of the Court to allow a member (or members) of the public to insult the honesty and/or integrity of the Court, as a body, or any member or members of the Court, or County employees, individually or collectively. Accordingly, profane, insulting or threatening language directed toward the Court and/or any person in the Court's presence and/or racial, ethnic or gender slurs or epithets will not be tolerated. Violation of these rules may result in the following sanctions: 1. cancellation of a speakers time; 2. removal from the Commissioners Court; 3. a Contempt Citation; and/or 4. such other and/or criminal sanctions as may be authorized under the Constitution, Statutes and Codes of the State of Texas. The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda properly posted prior to the meeting. During the public comment period, speakers may address matters not listed on the published agenda. The Open Meeting Law does not expressly prohibit responses to public comments by the Commissioners Court. However, responses from the County Judge or Commissioners to unlisted public comment topics could become deliberation on a matter without notice to the public. To ensure the public has notice of all matters the Commissioners Court will consider, the County Judge and/or Commissioners may choose not to respond to public comments, except to correct factual inaccuracies, recite existing policy in response to an inquiry or to ask that a matter be listed on a future agenda. See Texas Open Meetings Act §551.042. The County Administration Building is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two working days before the meeting. To make arrangements, please call (979) 361 A IO2. 5 Vol. 1 �--- Pg'- -- COMMISSIONERS' COURT REGULAR MEETING MARCH 9, 2010 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Administration Building, 200 South Texas Avenue, in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, March 9 2010 with the following members of the Court present: Randy Sims, County Judge, Presiding; Lloyd Wassermann, Commissioner of Precinct 1; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Irma Cauley, Commissioner of Precinct 4, Absent; Karen McQueen, County Clerk. The attached sheets contain the names of the citizens and officials that were in attendance. Commissioner Mallard gave the invocation and then led the pledge of allegiance. There was no citizen input /and or concerns. The Court next considered Budget Amendment #09/10 -21.1 through 21.3 that would reallocate funds for Justice of the Peace, Precinct 2, Place 1, Justice of the Peace, Precinct 2, Place 2, JP Technology Fund, Agriculture Extension. On motion by Commissioner Peters, seconded by Commissioner Wassermann, Vol 13a Page 4& Commissioners Court meeting March 9, 2010 2 the Court voted unanimously to approve the budget amendment as submitted. A copy each amendment is attached. The Court proceeded to consider the change of status of employees as submitted on the attached Personnel Action Requests. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the changes as submitted. The Court next considered the following Claims as submitted by the County Treasurer for payment: 7071809 through 7072044 On motion by Commissioner Peters, seconded by Commissioner Wassermann the Court voted unanimously to approve the Claims as submitted. The next matter before the Court was consideration of Resolution 10 -004 authorizing the submission of a grant request to the Criminal Justice Division of the Governor's Office for funding a Brazos County, Texas Program known as the Brazos County Special Investigation Unit(BCSIU). On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to adopt Resolution #10 -004 approving the submission of the grant application to the office of the Governor, Criminal Justice Division, for grant monies to fund the Brazos County Special Investigation Unit (BCSIU) from Vol 13a Page 4,-7 Commissioners Court meeting March 9, 2010 3 October 2010 through September 30, 2011 and authorizing the County Judge acting on behalf of Brazos County to apply for, accept, reject, alter, or terminate the grant. The Court next considered a contract with Madison Construction LP for renovations to the Brazos County Courthouse, Phases I and II. The contract amount is $3,431,621.00. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the contract with Madison Construction LP for renovations to the Brazos County Courthouse, Phases I and II, authorize the County Judge to execute the document and authorize the Purchasing Agent to issue a notice to proceed with the construction. A copy is attached. The next matter for consideration was a request from the County Clerk for a variance of the Comp Time Policy, allowing employees of that office until July 9, 2010 to take their accrued comp time earned while working the primary and primary run -off elections. On motion by the County Judge, seconded by Commissioner Wassermann, the Court voted unanimously to approve the request from the County Clerk. The Court next considered a request from the Sheriff's Office for the following position reclassifications: Vol 3a Page �g Commissioners Court meeting March 9, 2010 4 a. Patrol Lieutenant, Class 1411, Group 25, Step 2, Position 2 to Deputy Sheriff Patrol, Class 1415, Group 21, Step 10, Position 7; b. Patrol Lieutenant, Class 1411, Position 1, from Group 25, Step 11, to Group 31, Step 2; C. Patrol Sergeant Class 1424, Position 1 to Group 23, Step 9, to Group 25, Step 5; d. Patrol Sergeant, Class 1424, Position 2 Group 23, Step 9, to Group 25, Step 5; e. Sergeant Courthouse Security, Class 1450, Position 1 from Group 23, Step 7 to Group 25, Step 3 f. Deputy Sheriff Patrol, Class 1415, Group 21, Step 9, Position 7 to Patrol Sergeant, Class 1424, Group 25, Step 3, Position 3. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the reclassifications for the Sheriff's Office. The next matter for consideration was a non - profit organization application for a Brazos County Inmate Work Crew to do general cleanup and trash removal. The Colored Cemetery Association made the application. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the application for an inmate work crew. The Court next considered an Agreement with G -Con, LLC and Texas Bioproperties, LP for development and tax abatement in Reinvestment Zone 29 for Commercial - Industrial tax Vol 13a Page L� � Commissioners Court meeting March 9, 2010 5 abatement. Commissioner Peters pointed out a typo. Tina Snelling, Civil Counsel stated she had already pointed that out and that a new agreement is coming. This is a two tier tax abatement with each tier being 10 years. Commissioner Mallard moved to approve the Agreement. Commissioner Peters seconded the motion. Commissioners Wassermann, Peters and Mallard voted "Aye ". The County Judge voted "No ". A copy is attached. The next matter for consideration was a copier lease agreement with Xerox for the Brazos County Community Supervision Department. This is a 48 month lease with a cost of $533.88 per month. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the Lease Agreement. A copy is attached. The next matter for consideration was approval of tax refund applications from the following individuals and /or companies: a. Wells Fargo MAC, over payment $573.50 b. Larry, Leslie & Bryce Grantham, over payment $49.30 c. Green Tree Servicing LLC, over payment $11.89 d. Gilbert & Silvia Becerra, over payment $17.57 e. Agnes E. Bennett, over payment $392.96 f. Suntrust Mortgage, over payment $3,050.35 g. Hi -Lo Holdings LTD, over payment $3,137.09 h. 21 Mortgage, over payment $ 413.04 i. Jeanene Jones, over payment $7.13 j. Jason & Stacy Colvin, over payment $79.66 Vol 13 a Page 50 Commissioners Court meeting March 9, 2010 6 On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the tax refund applications. The Court next considered capital requisition #00028334, in the amount of $1,193.52 to Wilton's Office Works for the purchase of furniture for the office of Justice of the Peace, Precinct 4. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the requisition. The Court was informed that renovations on the Justice of the Peace & Constable Precinct 4 building should be completed by March 24, 2010. On motion by the County Judge, seconded by Commissioner Peters, the Court voted unanimously to receive, approve and order filed as submitted the Treasurer's report for January 2010. A copy is attached to and made a part of these minutes. The Court next considered acceptance of the Wickson Creek Special Utility District's cost estimate of $41,328.40 to relocate an existing water line on Old Reliance Road to accommodate bridge replacement project. The site is located in Precinct 2. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to accept Wickson Creek Special Utility District's cost estimate of $41,328.40 for relocation of an existing water line on Old Vol 13 a Page 51 Commissioners Court meeting March 9, 2010 Reliance Road. The Court acknowledged receipt of Racial Profiling Statistical Report for the Precinct 1 Constable's Office. Under announcement of interest items and possible future agenda topics the following spoke: Commissioner Mallard a) Announced that abatements are available from the Comptrollers office for people updating their appliances. Under citizen input and /or concerns, the following spoke: Eric Caldwell, Director of the Information Technology Department a) Has destroyed the credit card for the IT Department. Diners Club contacted the Auditor about fraudulent activity on the card. Mr. Caldwell decided he didn't want the burden of responsibility for charges. Wayne Dicky, Jail Administrator a) There are 497 inmates in jail, there are no inmates housed out of county, 62 are on electronic monitoring and 69 are awaiting monitors. Under Agency /Board /Committee reports by Court members, the following spoke: Commissioner Mallard a) The Safety City Committee is going to Frisco next Monday to learn what they are doing. They have Vol 13 a Page 5), Commissioners Court meeting March 9, 2010 8 developed a City on an acre of ground for safety training purposes. b) He brought goodies from the Health District meeting for the members of the Court. There being no further business to come before the Court, the meeting was adjourned. Vol i 3 Page 53 The foregoing minutes of the Commissioners Court meeting held March 9, 2010 have been examined and are approved in open Court this the L day of I � , 2010, in Bryan, �—'&. k G�&Zat' Lloyd Cassermann Commissioner, Precinct 1 Duane Peters Kenny Mall r Commissioner, Precinct 2 Commissione Precinct 3 Qb-&- Irma Cauley Commissioner, Precinct 4 Attest: Kare Mc6ueen County Clerk Vol 13 a Page 5+ COMMISSIONERS COURT MEETING .00 Name Organization /Department 'Aar V ,�,a zT U r� CIN T, Ct, U,,r Vol. 3 Pg. 5 S #- I -- a / . - -- E9 IC C4 LDPEZ 6d wtdo-l- BRAZOS COUNTY COMMISSIONERS COURT Meeting on 2010@ 9- 004.>W T Name I Organization / Department -- 6 , T-., s z� PAGE of.:;L- Vol. Imo_ Pg. 6 6 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09110 - 21.1 3/9/2010 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 24005210 61130000 CR Contingency 75.00 -0100 24005210 67203000 DR Minor Computer Hardware 75.00 Justice of the Peace Technolo Fund: JP. Pct #2.1 Hoo e To reallocate funds to cover increased cost of 3 new desk-top computers, due to a revised quote. Vol. 3 a P& 5 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS - No. 09/10 - 21.2 3/9/2010 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 24005220 61130000 CR Contingency -JP Technology Fund 462.00 0100 24005220 60170000 CR Co ier/Printer Supplies 194.50 0100 24005220 67203000 DR Minor Computer Hardware 444.00 0100 24005220 67281000 DR Equipment - Electronic 212.50 Justice of the Peace Technolo Fund: JP. Pct #2.2 Munoz To reallocate funds to cover cost of scanner and ethernet cradle kit for ticket writers stem. VOL 139, P& BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 - 21.3 3/9/2010 FUNDI DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 1 37000100 60500000 CR Office E ui ment 135.90 0100 37000100 65540000 DR Printer Maintenance 135.90 A riculture Extension: - To reallocate funds to cover cost of labor and a transfer kit to repair printer. VoL 139 Pg . 59 PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: March 9, 2010 Department Submitting Information: Human Resources Purpose of Submissions: Consider and Take A ction on Change Requests Department Submitting Employee Request Action Requested Request(s) Applies To Juvenile Webb, David State Stipend Williams, Willie State Stipend Tax Office Taylor, Reta New Hire Approved in Commissioners' Court: March County Judge's or Commissioner's Signatu (This Copy to be attached to minutes) VOI. �--- BRAZOS COUNTY BRYAN. TEXAS BRAZOS COUNTY RESOLUTION A RESOLUTION BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS AUTHORIZING THE SUBMISSION OF A GRANT REQUEST TO THE CRIMINAL JUSTICE DIVISION OF THE GOVERNOR'S OFFICE FOR FUNDING A BRAZOS COUNTY, TEXAS PROGRAM KNOWN AS THE "BRAZOS COUNTY SPECIAL INVESTIGATION UNIT (BCSIU)." WHEREAS, the Commissioners Court of Brazos County, Texas has the moral obligation to the citizens and taxpayers of Brazos County to ensure that the criminal justice system operates in the most efficient and coordinated manner possible; and WHEREAS, the Commissioners Court feels that the creation of the Brazos County Special Investigation Unit (BCSIU) will materially enhance the administration of justice in Brazos County, Texas; and WHEREAS, the opportunity exists to fund vital parts of this program through the Office of the Governor of the State of Texas, Criminal Justice Division; and WHEREAS, the Commissioners Court agrees that in the event of a loss or misuse of the Criminal Justice Division funds, the Brazos County Commissioners Court assures that the funds will be returned to the Criminal Justice Division in full. NOW, THEREFORE, BE IT RESOLVED by the Commissioners Court of Brazos County, Texas, at its meeting on the 9 day of March, 2010 that: 1. The Commissioners Court approves submission of the grant application to the Office of the Governor, Criminal Justice Division, for grant monies to fund the Brazos County Special Investigation Unit (BCSIU) from 1 October 2010 through 30 September 2011. 2. The County Judge of Brazos County, acting on behalf of Brazos County, is authorized to apply for, accept, reject, alter, or terminate the grant. 3. This resolution becomes effective upon its adoption. d '-�4 Randy , Coun ' y Judge B County,Tex r gekzz GlQl�i�c�,t , — � C� CorntAissioner Lloyd Wassermann Commissioner Duane Pet Precinct 1 Precinct 2 �� CCI�SGYIt Commission envy Mal d Commissioner Irma Cauley Precinct 3 Precinct 4 ATTEST: C Zu n 4cQueen, C(5nn4 V 301 Pg 61 Roolutlou 30.001 AI DocumentA101T "- 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the (Paragraphs deleted) of Two Thousand Nine. BETWEEN the Owner: (Paragraphs deleted) County of Brazos 200 So. Texas Ave., Suite 332 Bryan, Texas 77803 and the Contractor: (Paragraphs deleted) Madison Construction, LP. 1640 Briarcrest Drive, Suite 125 Bryan, TX 77802 day of in the year ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. The Project is: (Paragraphs deleted) Renovations to an Existing Facility 300 E. 26` Street Bryan, TX 77803 Brazos County Courthouse Phase I and II The Architect is: (Name, address and other information) Patterson Architects 701. South Texas Avenue Bryan, TX 77803 (Paragraphs deleted) The Owner and the Contractor agree as follows: ARTICLE 1 THE CONTRACT DOCUMENTS § 1.1 The Contract Documents consist of this Agreement between the Owner and the Contractor, AIA Document A101 -1997, as modified by the Owner (hereinafter referred to in the Contract Documents as the "Agreement "); General Conditions of the Contract for Construction, AIA Document A201 -1997, as modified by the Owner (referred to in the Contract Documents as the "General Conditions "); General, Supplementary, and other Conditions of the Contract; Drawings, Schedules, Specifications, Addenda issued prior to execution of this Agreement, Brazos County Bid No. 2009 -54 for construction of the Brazos County Courthouse Phase I and II (hereinafter, 'Bid" ); Contractor's Proposal in response to the Bid (hereinafter, "Proposal ") and written modifications to such Proposal accepted by the Owner, if any; Amendments to the Contractor's Proposal, if any; other documents listed in this Agreement; and Modifications issued after execution of this Agreement. The Contract Documents are as fully incorporated as a part of the Contract as if attached to this Agreement or repeated herein. An enumeration of the Contract Documents, other than Modifications, appears in Article 8. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201 "-2()07. General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use With other general conditions unless this document is modified. InIL AIA Document A101 ° - 2007. Copyright O 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American _ Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the l maximum extent possible under the law. This document was produced by ALA software at 3:14:58 on 03/0112010 under Order No.3595293569 1 which expires for resale. on 07/3D/2010, and is User Notes: Revi ed by t Owner, OctobeN0 �� 3 a pg, tQ 01 (1164735071 § 1.2 The Contract Documents form the Contract for Construction (hereinafter, "Contract "). The Contract represents the entire and integrated agreement relating to the subject matter hereof between the parties hereto and supersedes any and all prior negotiations, representations, or agreements concerning the subject matter hereof whether written or oral, between the parties. Each party acknowledges that the other party, or anyone acting on behalf of the other party has made no representations, inducements, promises or agreements, orally or otherwise, unless such representations, inducements, promises, or agreements are embodied in the Contract, expressly or by incorporation. The Contract Documents shall be construed in accordance with the laws of the State of Texas, and venue for any legal action relating to the Contract Documents or the Work shall be in Brazos County, Texas. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and the Contractor, (2) between the Owner and a Subcontractor or Sub - subcontractor, (3) between the Owner and the Architect, or (4) between any persons or entities other than the Owner and the Contractor. § 1.3 Except as otherwise provided for herein, the Contract Documents may be amended or modified only by a Modification. A Modification is: (1) a written amendment to the Contract agreed to and executed by both parties; (2) a Change Order, (3) a Construction Change D or (4) a written order for a minor change in the Work issued by the Owner. ARTICLE 2 THE WORK OF THE 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. (Paragraphs deleted) ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement (hereinafter, "Commencement Date ") 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. (Paragraphs deleted) The Commencement Date shall be fixed in a notice to proceed issued by the Owner after formal approval of the Contract by the Brazos County Commissioners Court (hereinafter "Commissioners Court"). The Contractor must commence Work on the Project no later than fifteen (15) days after the date of the award of the Contract to Contractor by the Commissioners Court or as established in a notice to proceed issued by the Owner, whichever occurs later. The fifteen (15) days are to allow the Contractor time to obtain the required bonds and insurance and submit such documentation to the Owner and to schedule the requ resources to begin Work on the Project. § 3.2 K prior to the Commencement Date, the Owner requires time to file mortgages, documents related to mechanic's liens, and documents related to other security interests, the Owner's time requirement shall be as follows: § 3.3 The (Paragraphs deleted) Contract Time shall be measured from the Commencement Date, subject to adjustments of the Contract Time as provided in the Contract Documents. The term "day" in the Contract Documents shall mean calendar day. § 3.4 The Contractor shall achieve Substantial Completion of the entire Work no later than Three Hundred (300) calendar days from the Commencement Date for Phase I and Two Hundred Ten (210) calendar days from the substantial completion of Phase I for Phase H: All of the Contractor's Work shall be substantially complete no later than Three Hundred (300) calendar days for Phase I and an additional Two Hundred Ten (210) calendar days for Phase H from the Commencement Date, subject to extensions of Contract time, if any, in accordance with the Contract Documents. The Contractor understands that the Owner will suffer financial loss if the Work is not substantially complete on the date set forth in the Contract Documents. The parties agree and acknowledge that damages to the Owner that will be caused by a failure to substantially complete the Work by the date set forth in the Contract Documents is difficult to ascertain. Thus, should the Contractor fail to achieve Substantial Completion on or before the dates listed herein, the Contractor shall Init. AIA Document A1at °— 2007. Copydght m 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 2 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible underthe law. This . t was aced by AA software at 13:14:58 op 030112010 under Order No.3595293569 1 which expires _ x / on 07!302010, and is not for resale. P pp l < J '/ ^/ ( �(1� User Notes: Revised by Owner, October 10, 200 7 O' (11647 / 7) V be assessed liquidated damages in the amount of Three Hundred Dollars and No Cents ($300.00) per day for each day thereafter until Substantial Completion is achieved. The Contractor and Contractor's surety are liable for and will be required to pay the Owner the stipulated and fixed sums described herein as liquidated damages for each calendar day until the Work is Substantially Complete. The parties intend for the liquidated damage amount set forth in the Contract Documents to be an estimate or reasonable forecast of the damages the Owner will suffer for Contractor's failure to substantially complete the Work by the date set forth in the Contract Documents and such is not intended to be a penalty. The Owner, in its sole discretion, may deduct and/or subtract such liquidated damages from any amounts due and payable to the Contractor upon notice thereof. Notwithstanding any provisions contained herein, the liquidated damages provisions described herein are limited to damages arising from the Contractor's failure to achieve Substantial Completion by the dates set forth in the Contract Documents and shall not preclude pursuit of any other remedies provided for in the Contract Documents or any other remedies provided by law or equity, except for damages arising from the Contractor's failure to achieve Substantial Completion by the dates set forth in the Contract Documents, nor shall pursuit of such liquidated damages provided for herein constitute a forfeiture or waiver of any other obligation of the Contractor hereunder or of any other damages accnring by reason of the Contractor's breach of this Agreement. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in currant funds for the Contractor's performance of the Contract The Contract Sum shall be Three Million, Four Hundred Thirty-One Thousand, Six Hundred Twenty -One dollars ($3,431,621.00), subject to additions and deductions as provided for in the Contract Documents. The Contract Sum may only be changed by a Modification that is formally approved by the Commissioners Court § 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (Paragraphs deleted) (See §4.1 above). Alternates: 1. Caulldng Existing Concrete Panels — Twenty -Six Thousand Six Hundred dollars ($26,600.00) 2. Paint Existing Metal Facia Panels — Two Thousand Eight Hundred dollars ($2,800.00) 3. Single Membrane Roofing — Two Hundred Ninety -three Thousand Three Hundred dollars ($293,300.00) 4. Pre -Cast Column Cladding Repairs — Two Thousand Nine Hundred Forty -five dollars (2.945.00) 5. Wire and Devices for Information Technology — One Hundred Thousand One Hundred Seventy -six dollars ($100,176.00) 4.3 Unit prices, if any, are as follows: The following unit prices shall include all labor, material, plant, equipment insurance, overhead and profit to cover the finished work of the kind called for. 1. Pre -cast Concrete panels: If any of the existing pre -cast concrete wall panels are damaged beyond repair (refer specifications), the following price per square foot will be used to adjust the contract amount to match/replace the existing panels. Mock up panels should be constructed in the base bid. Smoth Panel Finish "A" $ 395.00 per Sq. Ft. Exposed Aggregate Panel Finish "B" $ 405.00 per Sq. Ft. In1L AIA Document A101 -- 2087. Copyright O 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The Amencan Institute of Architects. AN rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 3 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. Thh documemwas produced by AIA software at 13:14' 8 0 03/012010 under Order No.3595293569 1 which expires for hassle. User Notes: Revised b yOwner, October 10, Y01• �y It 184735073) 2. Compared Fill per Cu. Yd. 3. Excavation General per Cu. Yd. (earth) 4. Reinforced Concrete Walks (3000 PSI Concrete) per Sq. Ft DEDUCT PRICE ADD (80% OF ADD price) PRICE $ 40.00 $ 32.00 $ 20.00 $ 16.00 6.50 $ 5.20 (Table deleted) (Paragraphs deleted) § 4.4 (Paragraphs deleted) Allowances, if any, are contained in Section 01 2100 to the Project Manual including Specifications and as approved by Owner. § 4.5 Assumptions, if any, on which the Contract Sum include representations contained in Contractor's proposal in response to RFP 2009 -54. 1 § 4.6 CHANGES IN THE WORK § 4.6.1 Changes in the Work may be accomplished by any of the methods listed in Article 7 of the General Conditions, as modified by the Owner. (Table deleted) ARTICLE PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one (1) calendar month ending on the last day of the month, (hereinafter, "Application Date "), or as follows: § 5.1.3 An Application for Payment must be received and certified by the Architect not later than the Application Date fixed above. The Owner shall make payment to the Contractor not later than thirty (30) calendar days after the Owner receives the Application for Payment. Payment is deemed "made" when the check for the payment is mailed to the Contractor in accordance with the Owner's financial policies and procedures. § 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 Owner, after consultation with the Architect, may reasonably require. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment The Owner shall have final review and approval of each Application for Payment § 5.1.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. - § 5.1.5.1 In taking action on the Contractor's Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to have made a detailed examination, audit, or arithmetic - verification of the documentation submitted in accordance with Section 5.1.4 , or other supporting data; to have made exhaustive or continuous on -site inspections; or to have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Agreement Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner at the Owner's sole discretion. Init AIA Document A101o' — 2007. Copyright m 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and Intemational Treaties. Unauthorized 4 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This Document wasplug b AIA software at 13:14:58 n 0 12010 under Order No.3595293569 1 which expires on 010, and net for resale. WL S• (1164735073) User r Note Revised by Owner, October 70, 200 �_ � § 5.1.5 Except with the Owner's prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment that have not been delivered and stored at the site or otherwise stored in accordance with Section 5.1.6.2 below. § 5.1.6 Subject to the other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Five percent (5 0 /6). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.8 of the General Conditions, as modified by the Owner; .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 (5a /a); .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of the General Conditions, as modified by the Owner. § 5.1.7 The progress payment amount determined in accordance with Section 5.1.8 shall be further modified under the following circumstances: Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such Work, and unsettled claims; and (Section 9.8.5 of the General Conditions, as modified by the Owner, requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of the General Conditions, as modified by the Owner. § 5.1.8 Reduction or limitation of retainage, if any, sball be as follows: (If it is intended prior to Substantial Completion of the entire Work to reduce or limit the retainage resultingfrom the percentages inserted in Sections 5.1.8.1 and 5.1.8.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation) None § 5.1.9 Except with the Owner's prior written approval, payments for the Work shall be subject to retainage of not less than Five percent (5 %). The Owner and the Contractor shall agree on a mutually acceptable procedure for review and approval of payments and retention Subcontractors, Sub - subcontractors, and suppliers. § 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: the Contractor has fully performed the Contract, including the requirements in Section 9.10 of the General Conditions, as modified by the Owner, except for the Contractor's responsibility to correct, repair, or replace: .1 Work as provided in Section 12.2.2 of the General Conditions, as modified by the Owner; or .2 non- conforming Work discovered after final payment; or .3 to satisfy other requ if any, which extend beyond final payment; and ALA Document A101 °— 2007. Copyright O 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Ina' Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized J r reproduction or distribution of this AIA Document, or any portion of a, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This docl%nt pn du y software at 13:14:56 on 3/012010 under Order No.3595293569 1 which expire s an 0713012010, and is not for resale. �rQ( p User Notes: Revised by Owner. October 10, 2007 P8' (11647 73) .2 a final Certificate for Payment has been issued by the Architect after consultation and approval by the Owner. § 5.2.2 The Owner's final payment to the Contractor shall be made no later than thirty (30) calendar days after the issuance of the Owner's final Certificate for Payment. Notwithstanding the foregoing, the Contractor understands and agrees that final payment to the Contractor is contingent upon formal approval of the Commissioners Court. ARTICLE 6 DISPUTE RESOLUTION (Paragraph deleted) § 6.1 (Paragraphs deleted) Paragraphs deleted § 6.1 BINDING DISPUTE RESOLUTION For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AM Document A201 -2007, the method of binding dispute resolution shall be as follows: [ ] Arbitration pursuant to Section 15.4 of AIA Document A201 -2007 [ x ] Litigation in a court of competent jurisdiction [ ] other (Specify) ARTICLE 7 TERMINATION OR SUSPENSION (Paragraphs deleted) § 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201 -2007 General Conditions, as modified by the Owner. § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201 -2007 General Conditions as modified by the Owner. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A201 -2007 General Conditions, as modified by the Owner, or another Contract Document, Consultants, if any, engaged by the Contractor shall be persons or entities duly licensed and authorized to practice their professions in the State of Texas and are listed as follows: (Insert name, address, license number, relationship to Contractor and other information.) § &2 Payments due and unpaid under the Contract shall bear interest as provided by law under the Contract Documents. (Insert rate of interest agreed upon, If any) 5% per anmtm § 8.3 The Owner's (Paragraphs deleted) Designated Representative is: Pat Howard, D Purchasing 200 So. Texas Ave., Bryan, Texas 77802 (Tel: (979) 361- 4291). The Owner's Designated Representative identified above shall be authorized to act on the Owner's behalf with respect to the Project and shall be deemed to have the authority to issue, execute, grant, or provide any approvals, requests, notices, or other communications required by the Contract Documents or requested by the other party. This authority does not include the authority to amend or modify the Contract. Init AIA Documerd A101 -- 2007. Copyright O 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The Amencan Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible underthe law. This documentwas produced by AIA software at 13:14:58 on 03 1(2p10 under Order Nc.3595293569_1 which expires, on User Notes: male. ReN ed by Ownerr, October 10, 2007 Vol, ' .3 Q Pg. _/ (116' - § 8.4 The Contractor's (Paragraphs deleted) Designated Representative is: Art Hughes Madison Construction, LP 1640 Briarcrest Drive, Suite 125 Bryan, TX 77802 (979) 268 -5520 The Contractor's Designated Representative identified above shall be authorized to act on the Contractor's behalfwith respect to the Project and shall be deemed to have the authority to issue, execute, grant, or provide any approvals, requests, notices, or other communications required hereunder or requested by the other party. This authority does not include the authority to amend or modify the Contract § 8.5 Neither the Owner's Designated Representative or the Contractor's Designated Representative shall be changed without ten (10) days prior written notice to the other party. Notwithstanding the foregoing, the Owner may, in its sole discretion, require the Contractor to replace its representative with an employee of equal experience and competence upon request by the Owner if the Contractor's Representative is unsatisfactory or unacceptable to the Owner. The Owner's Designated Representative and the Contractor's Designated Representative shall act as the primary point of contact between the parties. To the maximum extent practicable, communications between the parties shall be through the Owner's Designated Representative and the Contractor's Designated Representative, unless otherwise provided for herein- § 8.6 Other provisions: To the extent of any conflict between the provisions contained in § 8.7 of this Agreement (AIA 101 -2007) and Article § 3.18 of AIA 201 -2007 General Terms and Conditions, the provisions of Article § 8.7 herein shall control. Consultants, if any, engaged by the Contractor shall be persons or entities duly licensed and authorized to practice their professions in the State of Texas and are listed as follows: (Insert name, address, Iicense namber, relationship to Contractor and other information.) Consultants, if any, engaged directly by the Owner are listed below, including their professions and responsibilities Project Architect: Patterson Architects, Fred A. Patterson, Jr., ALA, Project Architect 701 South Texas Avenue, Bryan, TX 77803 Struct Engineer: Jaster- Quintanilla Austin, LLP 1608 W. 6' Street, Suite 100, Austin, TX 78703 MEP Engineer: Swoboda Engineering 7010 Coyote Run, Bryan, TX 77808 Specialty Consultant: Chamblee + Associates, LLC 6665 Park Lane, Houston, TX 77023 § 8.7 THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER, THE ARCHITECT, THE ARCHTi'ECT'S CONSULTANTS, AND ANY AND ALL EMPLOYEES OR AGENTS OF ANY OF THEM (COLLECTIVELY REFERRED TO AS THE "INDEMNITEES ") FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES, ARISING OUT OF, RESULTING FROM, OR OCCURRING IN CONNECTION WITH, THE WORK OR PERFORMANCE OF THE WORK, PROVIDED THAT SUCH CLAIM, LIABILITY, DAMAGE, LOSS, COST, OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE, OR DEATH, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY (OTHER THAN THE WORK ITSELF), INCLUDING THE LOSS OF USE THEREOF, IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN AIA Document A101"- 2007. Copyright O 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this AIA Document, or any portion of f4 may result in severe civil and criminal penalties, and will be prosecuted to th 71 t maximum extent possible underthe law. This t ocur,�givya3 pmduced i/�aaware et 13:14:58 on 03/ 1 under Order No.3595293569 1 which e�ires on 07/30/2010, and is not for resale. �IOI p� $ User Notes: Redsed by Owner, October 10, 2007 Pg, (1164735073) , CONNECTION WITH: (A) A BREACH OF THE WARRANTIES PROVIDED BY THE CONTRACTOR; (B) THE WORK PERFORMED OR TO BE PERFORMED BY THE CONTRACTOR, ITS SUBCONTRACTORS, SUB - SUBCONTRACTORS, AND SUPPLIERS, AND THEIR EMPLOYEES AND AGENTS; (C) ANY CLAIM BROUGHT AGAINST INDEMNITEE BASED UPON OR RELATED TO A CLAIM OR CLAM OF RESPONDEAT SUPERIOR OR VICARIOUS LIABILITY FOR THE ACTS OR WORK OF THE CONTRACTOR OR THE CONTRACTOR'S SUBCONTRACTORS, OR (D) ANY FINES, PENALTIES, DAMAGES (INCLUDING PUNITIVE), LIABILITIES, COSTS, AND EXPENSES IN CONNECTION WITH: (1) A VIOLATION OF ANY LAW, STATUTE, RULE, ORDINANCE, CODE, OR OTHER REQUIREMENT OF PUBLIC AUTHORITIES; (2) MEANS, METHODS, PROCEDURES, OR SEQUENCES OF EXECUTION OR PERFORMANCE OF THE WORK; AND (3) FAILURE TO SECURE AND PAY FOR PERMITS, FEES, APPROVALS, LICENSES, AND INSPECTIONS FOR WHICH THE CONTRACTOR IS RESPONSIBLE FOR UNDER THE CONTRACT DOCUMENTS. THE CONTRACTOR'S INDEMNITY OBLIGATION HEREIN SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY THAT WOULD OTHERWISE EXIST AS TO A PARTY OR PERSON DESCRIBED IN THIS SECTION 8.7. THE SCOPE AND EXTENT OF THIS INDEMNITY SHALL NOT BE LIMITED BY THE AVAILABILITY OF COVERAGE UNDER THE CONTRACTOR'S INSURANCE, AND SHALL NOT LIMIT THE INDEM'iMES' OTHER LEGAL REMEDIES AGAINST THE CONTRACTOR OR ANY OTHER PERSON OR ENTITY. THE INDEMNITY FOR THE ARCHITECT, THE ARCHITECT'S CONSULTANTS, AGENTS, AND EMPLOYEES DOES NOT EXTEND TO ANY INDEMNITY PROHIBITED BY SECTION 130.003 OF THE TEXAS CIVIL PRACTICE AND REMEDIES CODE. THIS INDEMNIFICATION PROVISION SHALL SURVIVE TERMINATION OF THE CONTRACT. . ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS §9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: §9.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document A101 -1997, as modified by the Owner (referred to in the Contract Documents as the "Agreement "). (Paragraphs deleted) § 9.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A201 -1997, as modified by the Owner (referred to in the Contract Documents as the "General Conditions "). § 9.1.3 The General Supplementary and other Conditions of the Contract, if any, are those contained in the Project Manual dated October 2009, and are as follows: § 9.1.4 THE (Paragraphs deleted SPECIFICATIONS The Specifications are those contained in the Project Manual dated as in Section 9.1.3 above. (Table deleted § 9.1.5 The (Paragraphs deleted) Drawings are as follows, and are dated October 5, 2009 unless a different date is shown below. (Table deleted) § 9.1.6 The Addenda, if any, are as follows: (Row deleted) NUMBER DATE PAGES 1 October 22, 2009 4 pages 2 October 29, 2009 16 pages 3 November 6, 2009 14 pages (Paragraph deleted) § 9.1.7 Additional Documents, if any forming part of the Contract Documents: AIA Document A101-- 2007. Copyright m 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1967, 1991, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 8 reproduction or distribution of this AIA Document, or any portion of c y a, may resuIt in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document V ol produced 1 AAA are at 1 318 on 0310 under Order No.3595293569 4:5 Oy& 1 which expires on 07/30/2010, and is not for resale. 13 A '"� // User Notes: Revised by Owner, October 10, 2007 D' (1164773) 1. The Owners bid or Request for Proposal (Bid No. 2009 -54: 16 pages is included in the Project Manual. 2. The Contractor's Proposal and Supplement Qualification to Proposal dated August 26, 2009 in response to the Owner's Bid or Request for Proposal (Bid No. 2009 -54: 17 pages ) are attached to this Agreement 3. Amendments to the Contractor's Proposal, if any, are as follows: N/A (Paragraphs deleted) ARTICLE 10 INSURANCE BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A201 -2007. (State bonding requirements, if arty; and limits of liability for insurance required in Article 11 of AIA Document A201- 2007.) Type of Insurance or Bond Limit of liability or bond amount is the Total Contract amount See attached Certificate of Insurance, Performance and Payment Bonds. AIA Document A101- — 2007. Copyright m 1915, 1916, 1925, 1937, 1951, 1956, 1961, 1963, 1967, 1974, 1977, 1967, 1991, 1997 and 2007 by The American [nit Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 9 reproduction or distribution of this AIA Document, or any portion f m y resuh in severe civil and criminal penalties, and will be prosecuted to the i maximum extent possible under the law. This docu4i6wt . as pnx1.1q;&A . at IA14:58 on 037ey under0rder No.3595293569 1 which .;i. on 07/3012010, and is not for resale. rVl """�� Y LJ User Notes: Revised by Owner, October 10, 2007 �� (115073 to This Agreement is entered into as of the qAF : day of *r of the year 2004 and is executed in at least three (3) original copies, of which one (1) is to be delivered to the Contractor, one (1) to the Architect for use in the administration of the Contract, and one (1) to the Owner. CONTRACTOR: Madison Construction, LP. BY: Michael R. Jones President �e. BY: Caren McQueen Brazos County Clerk APPROVED AS TO FORM *: BY: fi ' Sn+ng Ci nsel *By law, Brazos County Civil Counsel may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client Our approval of this document was offered solely for the benefit of our client Other parties should not rely on this approval, and should seek review and approval by their own respective attorney(s). (fable deleted)(Paragraphs deleted)(Paragraphs deleted) AIA Document A101 -- 2007. Copyright O 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Inrt. InstibM of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized Q reproduction or distribution of this AIA - Document, or any portion of it, may msuIt in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the Iaw.This document was produle3y software at / 12 14:58 on 010 under Order No.3595293569_1 which e�ires on 07/30/2010, and is notlor resale. User Notes: Revised by Owner, October 10, 2007 V0e P 9 . (1164735070 �7 ATTEST: AI Document A201'" - 2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or (Paragraphs delete ADDITIONS AND DELETIONS: address): Renovations to an Existing Facility Brazos County Courthouse Phase I and II The author of this document has added information needed for Its completion. The author may also THE OWNER: have revised the text of the original (Paragraphs delete AIA standard form An AddBlons and (Name and address): Deletions Report that notes added County of Brazos, Texas (Attention: Brazos County Judge) information as well as revisions to the 200 So. Texas Ave., Suite 332 standard form text is available from Bryan, Texas 77803 the author and should be reviewed. A vertical line in the left margin of this THE ARCHITECT: document indicates where the author (Paragraphs delete has added necessary information Patterson Architects and where the author has added to or 701 South Texas Avenue deleted from the original AIA text. Bryan, TX 77803 This document has important legal consequences. Consultation with an TABLE OF ARTICLES attorney is encouraged with respect to its completion or modification. 1 GENERAL PROVISIONS • � 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 DEFINITIONS 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS 14 TERMINATION OR SUSPENSION OF THE CONSTRACT 15 CLAIMS AND INITIAL DECISION MAKER Init. AIA Document A201- - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inalitute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the I maximum extent possible under the law. This document was produced by AIA software at 13:19:37 on 03/012010 under Order No .3595293569_1 which expires on 07 er Not 01 and i for resale. Vol . _�3 =_ — � U s: modified by Owner. October 8, 2007. p O 1147 // 2 J }}4472) Y� 16 GOVERNMENT CONTRACTING POLICIES (Paragraphs deleted) 17 STANDARDS ARTICLE GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement between Owner and Contractor, AIA Document A101 -1997, as modified by the Owner (hereinafter referred to in the Contract Documents as the "Agreement "), General Conditions of the Contract for Const ALA Document A201 -1997, as modified by the Owner (referred to in the Contract Documents as the "General Conditions "); General, Supplementary, and other Conditions of the Contract, Drawings, Schedules, Specifications, Addenda issued prior to execution of this Agreement, County Bid No. 2009 -54, (hereinafter 'Bid "); Contractor's Proposal in response to the Bid (hereinafter "Proposal "), if any; other documents listed in this 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(s) (3) a Construction Change Directive(s) or (4) a written order(s) for a minor change in the Work issued by the Architect. The Contract Documents are as fully incorporated as part of the Contract as if attached to this Agreement or repeated herein. § 1.1.2 THE DRAWINGS AND SPECIFICATIONS. The drawings and specifications referred to in Subparagraph 1.1.11 and throughout the General Conditions are further defined as those entitled Renovation to an Existing Facility, Brazos County Courthouse, Bryan, Texas, and include the following: DRAWINGS (All dated October 5, 2009) Architectural A0.1 GENERAL INFORMATION A0.2 TAS A0.3 TAS A1.01 SITE DEMO PLAN PHASE I A1.10 SITE PLAN PHASE I A1.11 SITE DETAILS A2.00 FIRST FLOOR DEMO PLANPHASE I A2.01 FIRST FLOOR DEMO PLANPHASE I A2.02 FIRST FLOORDEMO PLANPHASE 11 A2.03 SECOND & THIRD FLOOR DEMO PLANS A2.10 FIRST FLOORPLAN - PHASE I A2.11 FIRST FLOOR PLAN - PHASE I A2.20 FIRST FLOORPLAN - PHASE 11 " A221 - SECOND & THIRDFLOOR PLANS A3.09 DOOR SCHEDULE 1ST. FLOOR A3.10 DOOR SCHEDULES & ROOM FINISH SCHEDULES A3.11 DOOR & WINDOW DETAILS A3.12 DOOR & WINDOW DETAILS A3.13 DOOR & WINDOW DETAILS A4.12 . PLAN DETAILS A4.13 INTERIOR PARTITION TYPES A5.10 ENLARGED PLANS PHASE I A5.11 INTERIOR ELEVATIONS & DETAILS A5.12 MILLWORK PHASE I A5.20 ENLARGED PLANS PHASE If A522 MILLWORK PHASE II A5.23 MILLWORK PHASE II A6.10 FIRST FLOOR REFLECTED CEILING PLANS A6.11 FIRST FLOOR REFLECTED CEILING PLANS A6.20 FIRST FLOOR REFLECTED CEILING PLANS A6.21 SECOND& THIRD FLOOR REFLECTED CEILING PLANS AIA Document A201" - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Tnztlem. Unauthorized 2 reproducti on or distribution of this AIA Document, or any portion of a, mutt in severe civil and owxyn� penalties, and will be prosecuted to the / maximum extent possible ander5relaw.7 -irs�rt oduced by are at 13:19:�ee 0 3/0120�11ypa er Order No.3595293569 1 which expires on 07130/2010, and Is TOtTarfas�e. 1 �f User Notes: As modified by Owner, October 8, 2007. (11�2� Exterior Enclosure EE0.5 EELI EE1.2 EE2.1 EE2.2 EE2.3 EE3.1 EE3.2 EE3.3 Structural S0.1 S0.2 S1.0 SLI S1.2 S2.0 S2.1 S2.2 S2.3 GENERAL INFORMATION ROOF PLAN - AREAS A B,C,G,H & I ROOF PLAN - AREAS D,E,F WEST & NORTH ELEVATIONS EAST & SOUTH ELEVATIONS NORTH & SOUTH PARTIAL ELEVATIONS ASSEMBLY DETAILS - WINDOWS ASSEMBLY DETAILS - ROOF TOP ENCLOSURE REPAIR DETAILS STRUCTURAL NOTES STRUCTURAL NOTES SECOND FLOOR FRAMING PLAN & DETAILS WALKWAY & SHORING PLANS & DETAILS INFILL PLAN & DETAILS PRECAST PANEL REMOVAL PLAN PRECAST PANEL REMOVAL PLAN PRECAST PANEL INSTALLATION PLAN PRECAST PANEL INSTALLATION PLAN MEP DMl FIRST FLOOR DEMO. MECH. PHASE 1& II DMZ 2ND & 3RD FIR MECH DEMO PH II DEPT FIRST FLOOR DEMO ELECTRICAL PHASE I DEP2 PH Il ELECT/PLUMB EMDO. Mechanical MI.0 Ml.I M2.1 MP1.0 MEl.l MP1.2 MP2.1 Electrical E1.0 ELI E1.2 E1.3 EIA E2.1 E2.2 HVAC/MECH SCHEDULES FIRST FLOOR HVAC PLAN PH I HVAC PH II BASEMENT PLUMB - MECH PHASE I 1ST FLR PH I MECH/PLUMB PLAN 1 ST FLR PH II MECH/PLUMB PLAN 2ND & 3RD FLR MECH/PLUMB PH II BASEMENT ELECT/RISER PH I FIRST FLOOR ELECT PWR PH I FIRST FLOOR ELECT PWR PH H FIRST FLOOR LIGHTING PH I FIRST FLOOR LIGHTING PHASE II 2ND & 3RD FLOOR ELECT PWR PH II 2ND & 3RD FIR LIGHTING PH II § 1.1.2 THE CONTRACT The Contract is identified in Section 1.1.1 of the Agreement. § 1.1.3 ARCHITECT The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and having a direct contract With the Owner to perform design services for all or a portion of the Work, 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. § 1.1.4 OWNER 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. For purposes of the Contract Documents, the Owner is the County of Brazos, acting by and through the Brazos County Commissioners Court (hereinafter, "Commissioners Court"). AIA Document A201 ° — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American IDM. Institute of Amliitecls. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 3 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible under the law. This document was O produced by Al� at 13:19: 03101/2 r Order No.3595293569 1 which expires r{� on 071302D10, and is not for resale, User Notes: As modified by Owner, October 8, 2007. (11476p34y) § 1.1.5 CONTRACTOR The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Doclnnents as if singular in number. For proposes of the Contract Documents, the Contractor is Madison Construction, LP and has a direct contract with the Owner to perform the Work required under the Contract Documents. The term "Contractor" means the Contractor or the Contractor's authorized representative. The term "Contractor," as defined in Section 3.1.1 herein, does not include a separate contractor or subcontractors of a separate contractor. [nit § 1.1.6 SUBCONTRACTOR A Subcontractor is a person or entity who has a direct contract with a Contractor to perform a portion of the construction required in connection with the Work at the site. The tens "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," as defined in Section 5.1.1 herein, does not include a separate contractor or subcontractors of a separate contractor. § 1.1.7 SUB - SUBCONTRACTOR A Sub - subcontractor is a person or entity who has a direct contract with a Subcontractor to perform a portion of the construction required in connection with the Work at the site. The term "Sub- subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub - subcontractor. The term "Subcontractor" does not include a separate contractor, as defined in Section 5.1.2 herein, or subcontractors of a separate contractor. § 1.1.8 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor or its Subcontractors, Sub - subcontractors, or suppliers or any of their employees, or agents, or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. §1.1.9 - DESCRIPTION OF PARTIES The following definitions apply to parties named in the Contract Documents: .1 Owner: .2 Architect: .3 Consultant (Exterior Enclosure) .4 Consulting Engineers: (Structural) Brazos County 200 South Texas Avenue Bryan, Texas 77803 (979) 361 -4102 PattersonArchitects 701 South Texas Avenue Bryan, Texas 77803 (979) 775 -6036 Phone (979) 779 -0727 Fax Chamblee + Associates, LLC 6665 Park Lane Houston, Texas 77023 (713) 202 -6388 Jaster- Quintanilla Austin, LLP 1608 W. 6' Street, Suite 100 Austin, Texas 78703 (512) 474 -9094 .5 Consulting Engineers: Swoboda Engineering (Mechanical, Electrical, Plumbing) 7010 Coyote Run Bryan, Texas 77808 AIA Document A201 T - 2007. Copyright O 1911, 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 2007 by The American / Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion o may result in severe civil an r al penalties, and will be prosecuted to the f maximum extent possible underthe law. This docurn produced I &IRware at 13:'1&3 on 031011 ender Order No.3595293569_1 which expires on 07/302010, and is not for resale. T ``�11 11''p• �..�•.�.� User Notes: As modified by Owner, October 8, 2007. (114762 7 (979) 7743400 § 1.1.10 THE PROJECT The Project is the total construction of the Work performed under the Contract Documents which may be the whole or a part and which may include construction by the Owner or by separate contractors. § 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 (1), shall be as binding as if required by all. Performance by the Contractor shall be required only to the extent that it is consistent with the Contract Documents and reasonably inferable from such as being necessary to produce the indicated results. § 1.2.2 In the event of inconsistency between portions of the Contract Documents or within the Contract Documents, the Contractor shall bid and provide better quality or greater quantity of Work, or comply with more stringent requirements, either or both in accordance with the Architect's interpretation, after the Architect's interpretation has been discussed and approved by Owner. The Contractor shall bring all inconsistencies known to the Contractor to the Architect's attention, prior to the Architect's interpretation. § 1.2.3 The organization of the Specifications into divisions, sections, and articles, and the arrangement of the 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 or famished by any Subcontractor, Sub - subcontractor, or supplier. § 1.2.4 The Contractor is expected to examine the drawings and specifications carefully before submitting his proposal and to obtain from the Architect in writing any necessary additional information that might affect his bid. § 1.2.5 The Contractor is solely responsible for the coordination of bidding and the scope of Work of Subcontractors, Sub - subcontractors, and suppliers. The Architect will not act as arbiter as to which Subcontractor, Sub - subcontractor, or supplier is to furnish and install various items indicated or required. § 1.3 CAPITALIZATION § 1.3.1 Tams capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered Articles and/or identified references to Sections in the document, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION (Paragraph deleted) § 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," "a" 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- § 1.4.2 Unless otherwise sorted in the Contract Documents, words that have well -known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. Init. AIA Document A201"- 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or an portion of it f Butt in severe civil and criminal penalties, and will be prosecuted to the I maximum extent possible antler Ne law. This tlocumel produced _ by I are at 13:'B}Z on 03/BH� under Order Nc.3595293569 1 which e�ires on 07/3012010, and is not for resale. _ non User Notes: As modified by Owner, October 8, 2007. �� (1147623472) § 1.5 EXECUTION OF CONTRACT DOCUMENTS § 1.5.1 The Contract Documents shall be signed and/or executed by the Owner and the Contractor. § 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, became generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 1.5.3 Contractor acknowledges that it has examined all documents pertaining to the Work, examined the character of the site and the existing structures, and has satisfied itself as to the nature of the Work. § 1.6 OWNERSHIP/USE OF DRAWINGS, SPECIFICATIONS & 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 hrstrutcents of Service (hereinafter, collectively, "Instruments of Service") through which the Work to be executed by the Contractor is described.. Neither the Contractor nor any Subcontractor, Sub - subcontractor, material or equipment - supplier, or other third party hued or retained by the Contractor to perform a portion of the Work or supply material or equipment for the Work shall own or claim a copyright in the Instruments of Service prepared by the Architect or the Architect's consultants, and, unless otherwise indicated, the Owner shall own such Instruments of Services, including any modifications thereto, and shall retain all common law, statutory, and other reserved rights, title, and/or property interests, in addition to the copyrights, in the Instruments of Service.. The Instruments of Service prepared by the Architect and the Architect's 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 th is Project outside the scope of the Work without the specific prior written consent and/or approval of the Owner, the Architect, and the Architect's consultants The Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers are authorized to use and reproduce applicable portions of the Instruments of Service 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 Instruments of Service 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 Owner's copyrights or other reserved rights. § 1.7 COMMUNICATIONS FACILITATING CONTRACT ADNIINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specifically authorized, the Owner and the Contractor shall endeavor to communicate with each other through their respective Designated Representatives about matters arising out of or relating to the ComracrL Communications by and with Subcontractors, Sub - subcontractors, and suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all discretionary Project matters requiring the Owner's approval and/or authorization, except for those matters that require formal Commissioners Court approval. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The tam "Owner" means the Owner or the Owner's Designated Representative. § 2.1.2 The Owner shall furnish to the Contractor within fifteen (15) days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.1.3 The Owner is County of Brazos, acting by and through the Brazos County Commissioners Court. § 2.1.4 The Owner's Designated Representative shall be Pat Howard until such date as the Contractor receives further notice from the Owner. AIA Dominant A201 ry — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American [nit Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6 reproduction or distribution of this AIA Document, or any portion of I may resui[ in severe civil and crimina penalties, and will be prosecuted to the r�I f maximum extent possible under the law. This tlocumerhv�gspmduced f l 0�51�pre et 13:13878. 03/Ot/ 1� ti ler Order No.3595293569_7 which expires on 07130/2010, and is not for resale. rill ✓ " 1 1' r Ii7'� User Notes: As modified by Owner. October 8, 2007. (11476233472) Z12 § 2.1.5 The Owner shall communicate through the Contractor's Designated Representative, to persons or entities employed or retained by the Contractor, unless otherwise directed by the Contractor. The Contractor's Designated Representative also directs Owner's personnel to communicate d with the Contractor's Project Superintendent on any items regarding the Work on -site. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Except for permits and fees, including those requ under Section 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, and easements, required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.2 The Owner shall furnish, through the Architect and if not required by the Contract Documents to be provided by the Contractor, surveys describing physical characteristics, legal limitations, and utility locations for the site of the Project, and a written legal description of the site. The survey information to be furnished to the Contractor will be complete to the best of the OwDer's information and belief. § 2.2.3 The Contractor will be furnished on electronic copy of Construction Documents as hereinafter specified. These shall include: Drawings, Specifications, and Addenda Revised Specifications and Supplementary Drawings issued after the execution of the Contract will be furnished as necessary for proper performance of the work up to the number of sets of Documents initially firmisbed. Additional sets of prints, shall be paid for by the Contractor. § 2.2.4 The Owner shall provide, to the extent available to the Owner and if not required by the Contract Documents to be provided by the Contractor or another party, the results and reports of prior tests, inspections, or investigations conducted for the Project involving structural or mechanical systems, chemical, air, and water pollution, hazardous materials, or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Such information to be furnished to the Contractor will be complete to the best of the Owner's information and belief § 2.2.5 The services, information, surveys, and reports to be provided by the Owner under Section 2.2, if required, shall be furnished at the Owner's expense, and the Contractor shall be entitled to reasonably rely upon the accuracy and completeness thereof except as otherwise specifically provided in the Contract Documents or to the extent the Owner advises the Contractor to the contrary in writing. § 2.2.6 If the Owner or the Contractor observes or otherwise becomes aware of a fault or defect in the Work or non- conformity with the Contract Documents, the Owner and/or the Contractor shall give prompt written notice thereof to the other party. Notwithstanding the foregoing, it shall remain the responsibility of the Contractor to correct, repair, or replace such faulty, defective, or non - conforming Work as provided under the Contract Documents regardless of whether the Contractor receives such notice from the Owner. § 23 OWNER REVIEW AND INSPECTION §.2.3.1 The Owner shall .review and approve or take other appropriate action upon the Contractor's submittals, including, but not limited to, construction documents required by the Contract Documents, but only for the limited purpose of evaluating such for conformance with information given and construction expressed in the Contract Documents. 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 Owner's review and approval of the Contractor's submittals shall not relieve the Contractor of any of its obligations under the Contract Documents, including, but not limited to, the obligations under Sections 3.3.1, 3.3.11, 3.5, and 3.12. The Owner's review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. § 2.3.2 Upon review of the construction documents, or other submittals required by the Contract Documents, the Owner shall take one of the following actions: .1 Determine that the documents or submittals are in conformance with the Contract Documents and approve them. (nit AIA Document A2011- — 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized .7 reproduction or distribution of this AIA Document, or any portion of it in result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible underthe law. This Document lrg;,patluced by .1 am et 13:19: on 03101(10'T�r�er Order No.3595293569 1 which expires on 0780/2010, and is not for resale. ♦Vl g 6 User Notes: As modified by Owner, October 8, 2007. (114762 72) .2 Determine that the documents or submittals are in conformance with the Contact Documents, but request changes in the documents or submittals, which shall be implemented by a Change in the Work. .3 Determine that the documents or submittals are not in conformity with the Contract Documents and reject them. .4 Determine that the documents or submittals are not in conformity with the Contract Documents, but aocept.them by implententing a Change in the Work. .5 Determine that the documents or submittals are not in conformity with the Contact Documents, but accept them and request changes in the documents or submittals, which shall be implemented by a Change in the Work. § 2.3.3 The Contractor shall promptly submit to the owner for the Owner's approval, pursuant to Section 2.3.1, any proposed change or deviation to previously approved documents or submittals. The Owner shall review each proposed change or deviation to previously approved documents or submittals that the Contractor submits to the Owner for the Owner's approval with reasonable promptness in accordance with Section 2.3.1 and shall make one of the determinations described in Section 2.3.2. § 2.3.4 Notwithstanding the Owner's responsibility Under Section 2.3.2, the Owner's review and approval of the Contractor's documents or submittals shall not relieve the Contractor of responsibility for compliance with the Contract Documents and the construction expressed in the Contract Documents. § 2.3.5 The Owner may visit the site to keep informed about the progress and quality of the portion of the Work completed. However, the Owner shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. Visits by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to evaluate the quantity or quality of the Work. The Owner shall 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 Section 3.3. 1. 2.3.6 The Owner shall not be responsible for the Contractor's fkflure to perform the Work in accordance and/or compliance with the requirements of the Contract Docurnenm The Owner Shall not have control over or charge of and will not be responsible for acts or omissions of theContractor, its Subcontractors, Sub-subcontractors, or suppliers, or any of their agents or employees, or any other persons or entities performing portions of the Work for the Contractor. § 2.3.7 The Owner may reject Work that does not conform to the Contract Documents. Whenever the Owner considers it necessary or advisable, the Owner shall have authority to require inspection or testing of the Work in accordance with Sections 14 and 15, whether or not such Work is fabricated, installed, or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give nse to a duty or responsibility of the Owner to the Contractor, its Subcontractors, Sub-subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities per portions of the Work. § 2.3.8 The Owner may appoint an on-site Project representative to observe the Work and to have such other responsibili6es as the Owner may deem necessary and appropriate. § 2.3.9 The Owner shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion. However, any such dates shall be established by formal order of the Commissioners Court § 2.4 OWNER'S RIGHT TO STOP THE WORK § 2.4.1 If the Contractor fails to correct Work that is not in accordance and/or oompliancewith the requirements of the Contract Documents as required by Section 12.2 or persistently Ms to carry out Work in accordance and/or compliance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion therecit until the cause for such order has been eliminated. Notwithstanding the foregoing, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. AIA Document A201� - 2007. CopyrightQ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970. 1976, 1987, 1997 and 2007 by The American InIt. Institute of Archhects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthoro`od reproduction or distribution of this AlA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted It. the 8 1 maximum extent possible underthe Is �Fl - 1 whic on DZMMMO�,nd.jsnotforvaseie. 7 Cl Oter'Notes; As modified by Pg.- § 2.5 OWNER'S RIGHT TO CARRYOUT THE WORK § 2.5.1 If the Contractor defaults, fails, or neglects to carry out the Work in accordance and/or compliance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from the Owner to commence and continue correction of such default, failure, or neglect with diligence and promptness, the Owner may after such seven (7) day period give the Contractor a second written notice to correct such deficiencies within a three (3) day period. If the Contractor within such three (3) day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such a 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 the Owner's costs and expenses and compensation for the Architect's additional services made necessary by such default, neglect, or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior review of the 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 which shall be due and payable within 30 days after written request by Owner accompanied by reasonable documentation of such cost and expense(s). ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's Designated Representative. The Contractor's Designated Representative is authorized to act on the Contractor's behalf with respect to the Project. § 3.1.2 The Contractor shall perform the Work in accordance and/or compliance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance and/or compliance 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 Before starting the Work or each portion of the Work, the Contractor shall carefully study and compare the various Drawings, Contract Documents, materials, and other information famished by the Owner through the Architect pursuant to Section 22 relative to the Work or that portion of the Work, shall take field measurements of any existing conditions related to the Work or that portion of the Work, and shall observe any conditions at the site affecting the Work or a portion of the Work. The Contractor shall promptly report to the Architect, in writing, any errors, inconsistencies, omissions, or differences discovered in the Contract Documents and/or differences between field measurements or conditions in the Contract Documents as a request for information in such form as the Architect may require. If the Contractor fails to perform the obligations of this Section 3.2. 1, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. 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. § 3.2.3Ifthe Contractor 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 Sections 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Sections 3.2.1 and 3.22, 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 the 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, Init. AIA Document A201--2007. Copyright 019 11, 1915, 1918, 1 25, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 20D7 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized . 9 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum ext s sible underehe law. This documsntwVpprpduced byA� s�h@re et 13:19:3 03/012010 fir 1 r�rder No.3595293569 1 which expires 0 . User Notes: As modfied by owner, October 8, 2007. VV `` .7�1 C! (� (1147623472' through the exercise of reasonable diligence, such error, inconsistency, omission or difference and knowingly failed to report it to the Architect. (Paragraph deleted § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall be responsible for the supervision and direction of the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, including safety 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, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and the Architect and shall not proceed with that portion of the Work without further written instructions from the Architect, after approval from the Owner. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of the changes proposed by the Contractor, the Contractor shall not 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, Sub - subcontractors, and suppliers, and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or performing a portion of the Contractor's obligations under the Contract Documents. § 3.3.3 The Contractor shall be responsible for inspection of portions of the Work already performed to determine that such portions are in proper condition to proceed with subsequent Work. § 3.3.4 .4 The Contractor shall keep a daily log of all construction activities and progress and shall submit copies to the Architect with the Contractors Initial Application for Payment at each monthly progress meeting. § 3.3.5 (deleted) § 3.3.6 When applicable law requires that services be performed by licensed professionals, the Contractor shall provide those services through the performance of qualified persons or entities duly licensed and authorized to practice their professions in the State of Texas. The Owner reserves the right to request a replacement or substitute of such persons or entities at any time thereafter in accordance with the Contract Documents if such persons or entities are unsatisfactory or unacceptable to the Owner. § 3.3.7 (deleted) § 3.3.8 The Contractor shall perform no portion of the Work for which the Contract Documents require the Owner's review of submittals, such as Shop Drawings, Product Data, and Samples, until the Owner has approved each submittal § 3.3.9 The Work shall be in accordance with approved submittals, except that the Contractor shall not be relieved of responsibility for deviations from requ of the Contract Documents by the Owner's approval of the submittals such as Shop Drawings, Product Data, Samples, or other submittals, unless the Contractor has specifically informed the Owner in writing of such deviation at the time of submittal and (1) the Owner 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 the submittals such as Shop Drawings, Product Data, Samples, or other submittals by the Owner's approval thereof. § 3.3.10 The Contractor shall d specific attention, in writing or on resubmitted submittals such as Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Owner on previous submittals. In the absence of such written notice, the Owner's approval of a resubmission shall not apply to such revisions. AIA Document A201° — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Una uthoril:etl reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document wayNwQpced by AlA a t 13:19:37 n03 012010 u�Erpmer No.3595293569_1 which expires on 07/302010, and is not for resale. o r[ ^ 5 o I User Notes: As modified by Owner, October 8, 2007. (1t <7823}72) /' § 3.3.11 The Contractor shall be solely responsible for and have control over all construction means, methods, techniques, sequences, and procedures, including safety procedures, and fnr coordinating all portions of the Work under the Contract Documents. § 3.3.12 The Contractor shall, at all times, keep the Owner informed of the progress and quality of the Work. § 3.4 LABOR AND MATERIALS § 3.41 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 When a material is specified in the Contract Documents, the Contractor may make substitutions only with the prior written consent and/or approval of the Owner, after evaluation by the Architect and in if appropriate, in accordance with a Change Order. . § 3.4.3 The Contractorshall enforce strict discipline and good order among the Contractor's employees and other persons or entities carrying out or performing the Contract. The Contractor shall not permit the employment of unfit persons or persons not skilled in the tasks assigned to than. The Owner, at its sole discretion, may request Contractor to remove any unfit person or persons not skilled in the tasks assigned to them and to replace such person or persons with a person or persons having adequate skills to successfully complete and/or perform the tasks assigned to them. § 3.4.4 Acceptance of materials by or on behalf of the Owner does not bar future rejection if the material is subsequently found to be defective, or inferior in quality or uniformity or to material specified, or to not be as represented by the Contractor. § 3.4.5 The Contractor, its Subcontractors, Sub - subcontractors, and suppliers shall pay all costs as they become due and shall not allow an lien, arising from the work to be performed by Contractor under the Contract, including, but not limited to, mechanics and materialmen liens and/or construction liens to be placed on any portion of the Work or the Project. In the event any such lien is filed, the Contractor shall pay same in full, including all costs and expenses associated therewith, including, but not limited to, attorney's fees, if any, and shall, at its sole out and expense, cause such lien to be released, and the release filed in the lien records of Brazos County, Texas' provided, however, if Contractor disputes such lien in good faith, Contractor shall provide a bond to secure the release of such liar pending resolution of such dispute. § 3.5 WARRANTY § 3.5.1 The Contractor warrants to the Owner and the Architect that materials and equipment furnished under the Contract will be of good 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, that the Work will be good and workmanlike, that the Work will be free from defects that render the premises unsafe, unsanitary, or otherwise unfit for occupancy, use or habitability, 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/or authorized, may be considered defective at the sole discretion of the Owner, after consultation with the Architect The Owner shall not pay for Work it deems defective. Ifthe Work is deemed defective and/or non - conforming, the Contractor shall correct, repair, or replace the deficient or not- conforming Work at no cost to the Owner and indemnify and hold harmless the Owner from and against any loss suffered as a result thereof. The Contractor's warranties exclude any remedies for damage or defect caused by defective design by the Architect or other consultants of the Owner, abuse of the Owner, modifications not executed by the Contractor, improper or insufficient maintenance by the Owner, or improper operation of the Owner. If required by the Architect, the Contractor shall fianish satisfactory evidence as to the kind and quality of materials and equipment § 3.6 TAXES § 3.6.1 The Owner is exempt from the Texas Sales Tax on any purchase, lease or rental of tangible personal property and will issue Certificates of Exemption from the Texas State Sales Tax on materials furnished by Contractors on Brazos County construction projects. The Suppliers shall obtain Certificates of Resale from the General Contractor in order to avoid payment of the State Sales Tax on materials incorporated in Brazos County construction Projects. InlL AIA Document A201 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA Document, or any port ion of it, m ua in severe civil and trim' I enalties, and will be prosecuted to the t maximum extent possible under the law. This documerK�,spmduced f it fi re at 13:1 $9],pn 03/0120 u r Order No.359529358g 1 which expires on 0713012010, and is notfor resale. r� r Ey User Notes: As modified by Owner, October 8, 2007. (11476234]2) Failure of the Suppliers to obtain Certificates of Resale from the General Contractor shall make the Suppliers responsible for absorbing the Tax § 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 when the Owner accepts the Contractor's proposal and awards the Project to the Contractor after the conclusion of the negotiations. § 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities relating to the Project and applicable to performance of the Work § 3.7.3 It is not the Contractor's responsibility to ascertain that Work is in accordance with applicable laws, statutes, ordinances, building codes, and rules, and regulations. If the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and the Owner in writing, and necessary changes shall be accomplished by appropriate Modification, unless the Contractor recognized such non - compliance prior to the execution of the Contract and failed to notify the Architect and the Owner. § 3.7.4 If the Contractor performs Work it knows or reasonably should know pursuant to Building Industry Standards, is contrary to applicable laws, statutes, ordinances, building codes, niles, and regulations, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs and expenses attributable to correction, repair, or replacement §3.7.5 Securing building permit or permits, and utility connection permits as required by state, county, or city laws, ordinances and regulations is the responsibility of the Contractor, whom shall give all notices necessary in connection herewith. Utility tap fees and/or connection and permit fees shall be paid by the Contractor. §3.7.6. All work shall comply with local and other governing ordinances, codes, and regulations, but this requirement does not relieve the Contractor of the responsibility for complying with specifications if the requirements of the specifications exceed those governing codes and regulations §3.7.7 (deleted) (Paragraph deleted) § 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 the stated allowance amounts shall be included in the Contract Sum, but not in the allowances, except when installation is specified to be part of the allowance; .3 Whenever the approved cost is more than the allowance, the excess cost shall be paid by the Owner or charged to the remaining balance of one or more of the other allowances. Whenever the approved cost is less than the allowance, other items of additional subcontractor work may be charged to the allowance at the Owner's option without further mark -up for overhead and profit Additional work done by the Contractor's own forces may receive a reasonable mark -up in accordance with paragraph 7.2 of the Supplementary Conditions. Any balances remaining in allowance at project completion shall be credited to the Owner by Change Order AIA Document A201 ^ — 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights rosomed. WARNING: This AIA Document is protected by U.B. Copyright Law and International Treaties. Unauthorized 12 reproduction or distribution of this AIA Document, or any portion of It may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This tlocumery ya by a113:1 7 on 03 /D120 uy�er Order No.3595293569 1 which expires on 07/302010, and is notfor resale. YV 11 II ��,, ��1I p J User Notes: As modified by Owner, October 8, 2007. (11 § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient yet reasonable time to avoid 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 in written request in each case. § 3.9.2 The superintendent shall be satisfactory and/or acceptable to the Owner, after consultation with the Architect, and shall be replaced as soon as practicable, and no later than two weeks after, a written request submitted by the Owner, (after Owner has consulted with the Architect), that the superintendent is unsatisfactory and/or unacceptable to the Owner. (Paragraph deleted) § 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 the Architect's information, the Contractor's Construction Schedule for the Work. The Schedule shall not exceed time limits current and/or established under the Contract Documents and shall be in such detail as required under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and the 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 (Paragraph deleted) § 3.10.3 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals that is coordinated with the Contractor's Construction Schedule required by the Contract Documents and allows the Architect reasonable time to review submittals. Notwithstanding any schedules submitted by the Contractor, the Owner is entitled to the full use of the Contract Time and the Contractor's schedule should be presented accordingly. § 3.10.4 The Contractor shall perform the Work in general accordance and/or compliance with the most recent schedules submitted to the Owner and the Architect, after review and acceptance thereof. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE § 3.11.1 The Contractor shall maintain at the site for the Owner's convenience one (1) 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 (1) 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 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 to be used and/or reviewed for the Work by the Contractor or a Subcontractor, Sub - subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship and establish standards by which the Work will be evaluated § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of such submittals 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 Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action to may be so identified in Init AIA Document A201 Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and Intemational Treaties. Unauthorized 13 reproduction or distribution of this AIA Document, or any portion of h, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document �aa6 b)'QlA�pkyere at 13:19 37 on 03/01/2012a r Order No.3595293569 1 which epires on 07/302010, and is notformale. ��// 11 1 O( P QQ o User Notes: As modified by Owner, October 8, 2007. tl (1147623472 the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without further action. § 3.12.5 The Contractor shall review, for compliance with the Contract Documents, stamp, 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 a manner and sequence as to cause no delay in the Work or in the activities of the Owner or if separate contractors. Submittals that are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without further action. It, in the opinion of the Architect, the Shop Drawings are incomplete, indicate an inadequate understanding of the work covered by the Shop Drawings, or indicate a lack of study and review by the General Contractor prior to submittal to the Architect, the Shop Drawings will be returned, unchecked, to the Contractor for correction of these deficiencies and subsequent re- submittal. § 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, after consultation with the Owner. The Architect shall review and approve or reject submittals within fourteen (14) days of receipt from the Contractor. § 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, after consultation with the Owner, unless the Contractor has specifically informed the Architect and the Owner in writing of such deviation at the time of submittal and (1) the Architect, after consultation with the Owner, 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 the Architect's 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. § 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. hf 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 the Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve, or take other appropriate action on submittals, after consultation with the Owner, only for the limited purpose of assessment of such 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. Init. AJA Document A201" — 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2)07 by The American Institute of Architects All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 14 reproduction or distribution of this Ale Document, or any portion of K, may resuK In severe civil and cdmin p hies, and will be prosecuted to the / maximum extent possible under the law. This document w� ;Prpduced by AlPls fsRlat 13:19:37yp 03/07!2010 drder No.3595293569_1 which e�ires on 07131112010, and is not for resale. YVl 1 05 I'g User Notes: As modified by Owner, October 8, 2007. (1147y I § 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 as long as such is in accordance with such laws, ordinances, and permits, 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 the cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction by 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 the prior written consent and/or approval of the Owner and of such separate contractor, which such consent and/or approval shall . not be unreasonably withheld. 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 keep the premises and surrounding area free from accumulation of waste materials or 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 after reasonable notice from the Owner of such failure, the Owner may, at its sole discretion, do so and the cost thereof shall be charged to the Contractor and be due and payable upon request by the Owner. § 3.16 ACCESS TO WORK § 3.16.1 The Contractor shall provide the Owner and the Architect access to the Work in preparation and progress wherever located. In addition, Contractor shall provide the Owner, the Architect' and any government or public representative who may lawfully request access to the Work, proper facilities and/or equipment for access to the Work, provided that Contractor shall be entitled to reimbursement from Owner for any costs incurred by Contractor in providing facilities and/or equipment § 3.16.2 The Architect, the Owner, and their authorized representative shall have access at all times to the Work for inspection wherever it is in preparation or progress, and the Contractor shall provide proper access for inspection. § 3.16.3 The Contractor agrees to submit all required documentation reports and other submittals on a timely basis and in accordance with the specified time frames. Penalties for delinquent reporting may include withholding of payments until such time all reports are received. All such Contract Information shall be furnished to the requesting party in Brazos County, Texas. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS § 3.17.1 The Contractor shall pay all royalties and license fees associated or in connection with the Work or the Project. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and the Architect harmless from loss on account thereof, but the Contractor 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 the Architect However, if the Contractor has reason to believe 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. 13.18 INDEMNIFICATION § 3.16.1 TO THE FULLEST EXTEND PERMITTED BY LAW THE CONTRACT SHALL INDEMNIFY AND HOLD HARMLESS THE OWNER, ARCHITECT, ARCHITECT'S CONSULTANTS, AND AGENTS AND EMPLOYEES OF ANY OF THEM FROM AND AGAINST CLAMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK, PROVIDED THAT SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO InB. AM Document A201^ — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 s i reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document was produced by AIA software at 13:19:37 on 03/012010 under Order No.3595293569_1 which e�ires on 07/302010, and is not for resale. V ol. a User Notes: As modified by Owner, October S. 2007. Pa. r? CU (114762 _ INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY (OTHER THAN THE WORK ITSELF), BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF THE CONTRACTOR, A SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT SUCH CLAIM, DAMAGE, LASS OR EXPENSE IS CAUSED IN PART BY A PARTY INDEMNIFIED HEREUNDER. SUCH OBLIGATION SHALL NOT BE CONTINUED TO NEGATE, ABRIDGE, OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY WHICH WOULD OTHERWISE EXIST AS TO A PART OR PERSON DESCRIBED IN THIS SECTION3.18. IN THE EVENT OF ANY CONFLICT BETWEEN THIS PROVISION AND AIA A101 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR; SECTION 8.7, THE PROVISIONS OF AIA A101 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR, SECTION 8.7 SHALL GOVERN. § 3.18.2 in claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor, or a Subcontractor, under workers' compensation acts, disability benefit acts, or other employee benefit acts. § 3.18.3 Subject to § 83.1, the Contractor agrees to indemnify and hold the Owner, the Architect, and the Architect's consultants harmless from and against any and all loss or damage arising out of labor strikes or jurisdictional labor disputes or other labor troubles of any kind that may occur during performance of the Work. §3.19 WAGE RATES PREVAILING §3.19.1 No employee used in this construction may be paid less than the minimum wage rate provided in Chapter 62 of the Texas Labor Code, the Texas Minimum Wage Act- §3.19.2 The following are the rates of pay for some classifications that prevail in the locality of this project. Contractors shall identify, briefly describe, and request a pre- determination of rates for crafts (or apprentice programs) not included in the following Wage Pre- Determination. Such request shall be made within 15 days after contract award. Concrete Finisher 13.88 Bricklayer 17.21 Carpenter 1278 Plasterer - 11.90 Waterproofer, Exterior 11.99 Laborer 9.85 Pipefitte 18.80 Plumber 22.39 Sheetmetal Worker 18.55 Electrician 18.90 Painter 11.66 Paperhanger 12.60 Flooring Layer, Resilient 12.10 Tile & Marble Setter 15.00 Glazier 12.60 Terrazzo 17.50 Elevator Mechanic 26 Carpet Layer 12.10 Caulker 12.82 Drywall System Installer 10.26 Equipment Operator 15.24 Lather 15.88 Millwright 15.26 Sprinkle Fitter 17.75 Init. AIA Document A201 -- 2007. Copynght O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 18 reproduction or distribution of this NO Document, or any portion of h, may result in severe civil and criminal penalties, and will be prosecuted to the p( f - maximum extent possible under the law. This document was produced by AIA software at 13:19:37 on 03/01!2010 der Order No.3595293569_1 which expires on 07/302010, and is not for resale. ] User Notes: As modified by Owner, October 8, 2007. Vol. 13a Pg. 7 (114762 472 Steelworker, Reinforcing 12.07 Steelworker, Structural 14.60 Stonemason 17.08 Electrician 11.03 Roofer 11.58 §3.19.3 Multiplier for overtime rate: for over 40 hours per week - multiply the Base Rate times 1.5. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawful licensed to practice architecture or an entity lawful practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred tot through the Contract Documents as if singular in number § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, the Contractor, and Architect- Consent shall not be unreasonably withheld, conditioned or delayed . § 4.1.3 Architect, Engineer, Architect/Engineer or Engineer /Architect § 4.1.3.1 Each of these terms means the designer consultant or an affiliate as otherwise provided in the Contract Documents, or duly authorized representatives, such representatives acting severally within the scope of the particular duties entrusted to them, unless otherwise provided in the Contract Documents. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will assist the Owner's representative during construction, until the date the Architect, after consultation with and approval by the Owner, issues the final Certificate for payment The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the owner to become generally familiar ,with the progress and quality of the portion of the Work completed., and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance and/or Compliance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on -site inspections to evaluate the quality or quantity of the Work,. The Architect will not have control over, charge of or responsibility for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction .schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION. Except as otherwise provided in the Contract Documents or when direct communications have been specifically authorized, the Owner and the 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. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications fur Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. InIL AIA Document A201 ° — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amencan InstihM of Architects All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document Otas by 11=m at 13:19:37 on 03/01201 and r Order No.3595293569_1 which expires on 0 7/3 02 01 0, and is not for resale. v/ 11 P9- - User Notes: As modified by Owner, October 8, 2007. (114762347, § 4.2.6 The Architect, after consultation with the Owner have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers, after consultation with the Owner, it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 14.5.2 and 14.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and co mpleteness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect in writing, 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 after prior written approval of the Owner's Designated Representative as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, pursuant to Section 9.10; and will issue a final Certificate for Payment pursuant to Section 9.10. § 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 set forth in an exhibit to be incorporated in the Contract Documents.. § 4.2.11 The Architect will interpret and make recommendations on matters concerning performance under and requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. . § 4.2.12 Interpretations and recommendations 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 recommendations, the Architect will endeavor to secure faithful performance by both the Owner and the Contractor and will not be liable for results of interpretations or decisions so rendered in good faith. § 4.2.13 The Owner's, through its Architect, decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents, The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental drawings and Specifications in response to the requests for information. InIt. AIA Document A201"— 2007. Copyright C 1911, 1915, 1918, 1025, 1937, 1851, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 18 reproduction or distribution of this Ale Document or any portion of it, may resuIt in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible underthe law. This document was pmducetl by Al software at 13:19:37 on 0 310112 01 0 under Order No. 3595293569_1 which expires on User Notes: As modified by October 8, 2007. VO . Pg. _ (114�� ARTICLE SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor or otherwise furnish labor or materials. § 5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub- subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub - subcontractor or otherwise furnish labor or materials under a subcontract or a direct or indirect contract with a 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, but no later than thirty (30) days after the Notice to Proceed issued by the Owner, shall furnish in writing to the Owner and the Architect the names of additional persons or entities (including those who are to furnish materials or equipment fabricated to a special design) not originally included in the Contractor's Proposal or in substitution of a person or entity proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether or not the Owner or the Architect, has reasonable objection many such proposed person or entity (2) that the Architect requies additional time for review. Failure of the Owner or the Architect to reply within the fourteen (14) day period shall constitute notice of no reasonable objection. However, the Owner reserves the right to request a replacement or substitute of such persons or entities at any time thereafter in accordance with the Contract Documents if such persons or entities are unsatisfactory or unacceptable to the Owner. Prior to awarding a contract to any Subcontractor the General Contractor shall submit a fist of all Subcontractors proposed for any part of the work in the project, to the Architect/Owner for his approval. § 5.2.1.1 Acceptance of or failure to object to any or all listed persons or entities by the Owner or the Architect does not relieve the Contractor of any responsibility or liability for the listed person or entity. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has.made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change, unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes a reasonable objection to such substitution. Acceptance of the substitution Subcontractor after previous acceptance of a Subcontractor for any portion of the work shall not constitute reason for an increase in contract amount §5.2.5 The Contractor shall submit the list of proposed Subcontractors and any changes thereto on AIA Document G805. § 5.3 SUBCONTRACTUAL RELATIONS § 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Inft. AIA Document A201'* - 201 Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 19 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 4 y maximum extent possible under the law. This document war P :ced by AIA software at 13:19:37pp 03/012010 der Order No.3595293569_1 which expires on 07/302 V 010, end is notfor resale. 1' pp User Notes: As modified by Owner, October 8, 2007. b (1147623872) 7 t: 112 14 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 The Contractor is fully responsible and liable for acts and omissions of its Subcontractors, and persons or entities, either directly or indirectly employed by them, or under their control, as the Contractor is for its own employees. § 5.33 Nothing in the Contract Documents creates any contractual relationship between and Subcontractor and Sub - subcontractor or other tiers, and the Owner or the Architect, except where specifically provided for otherwise in the Contract Documents § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and 2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations Under the subcontract § 5.4.2 Upon such assignment, if the Work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension as agreed upon by the parties. (Paragraph deleted) 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 Conditions of the Contract identical or substantially similar to these, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 The term "separate contractor" shall mean any contractor hired, employed, or retained by the Owner pursuant to Section 6.1.1 above. When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner- Contractor Agreement § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate, with other separate contractors and the Owner in reviewing their construction schedules. 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 Owner until subsequently revised. (Paragraph deleted) ]nit AIA Document A201 °— 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights ransomed. WARNING: This AIA Document is protected by U.S. Copyright Law and International Trestles. Unauthorl"d .20 M or distribution of this AIA Document, or any portion of h, may result in severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible underthe law. This document was produced by AIA software at 13:19:377 an 03101=10 under Order No.3595293569 1 which elgriras on User Notes; As modified by October, 8, 2007. Vol. �,�.� r tl• (114762 72) ZZI § 6.2 MUTUAL RESPONSIBII M § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends on 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 apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is 5t and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Owner shall be reimbursed by the Contractor for costs the Owner incurred that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction.. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. (Paragraph deleted) § 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 clean up and allocate the cost among those deemed responsible by the Owner. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor.; an order for a minor change in the Work may be issued by the Architect, if approved by the Owner whose approval shall not be unreasonably withheld. § 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 the 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 prepared by the Architect and 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. §7.2.3 Change Orders will be executed on AIA Document G701, Change Order. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in 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. A Document A201"— 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amencan tminit. AI Institute of Architects. Ali rights merved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 21 reproduction or distribution of this A10 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible underthe law. This document was produced by AIA software at 13:19:,17 on 03101/2010 under Order No.3595293569_7 which expires on 07/302010, and is not for resale. Vol Y�y User Notes: As modified by Owner, October 8, 2007. Y � _ a• (11476 § 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 in writing, .3 costs to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 as provided in Section 7.3.6. § 7.3.4 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. § 7.3.5 Upon receipt of a Constructim Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for an allowance for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting, together with appropriate supporting data Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.6 shall be limited to the following: .1 Costs of Labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker's compensation insurance; .2 Cost of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or Others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use of similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly attributable to the change. § 7.3.7 (Paragraphs delete7) 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 Stun shall be actual net cost as confirmed by the Architect When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in applications for Payment The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonable justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim. Amounts not in dispute for such changes in 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 Init. AIA Document A201 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amencan Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of a, may result in severe civil and criminal penalties, and will be prosecuted to the 2 ' 1 maximum extent possible under the law. This Document was produced byAlA software at 13:19:37 on 03/012010 under Order No.3595293569 !which expires on 07/302010, and is not for resale. y User Notes: As modified by Owner, October 8, 2007. Vol. A 3D, . p 9`3 (114772) make an interim determination, after consultation with the Owner, 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. § 7.3.9 When the owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.3.10 In Subparagraph 7.3.6, the maximum allowance for the combined overhead and profit included in the total cost to the Owner shall be based on the following schedule: .1 For the Contractor, for Work performed by the Contractor's own forces, 10 percent (10 1 /6) of the cost. .2 For the Contractor, for Work performed by the Contractor's Subcontractor, 10 percent (10%) of the amount due the Subcontractor. .3 For each Subcontractor or Sub - subcontractor involved, for Work performed by that Subcontractor's or Sub- subcontractor's own forces, 10 percent (10%) of the cost. .4 For each Subcontractor, for Work performed by the Subcontractor's Sub - subcontractors, 10 percent . (10 %) of the amount due the Sub - subcontractor. .5. Cost to which overhead and profit is to be applied shall be determined in accordance with Subparagraph 7.3.6. .6 In order to facilitate checking of quotations for extras or credits, all proposals, except those so minor that their . propriety can be seen by inspection, shall be accompanied by a complete itemization of costs including labor, materials and Subcontracts. Labor and materials shall be itemized in the manner prescribed above. Where major cost items are Subcontracts, they shall be itemized also. In no case will a change be approved without such itemization. § 7.4 MINOR CHANGES IN THE WORK § 7.4.1 The Architect, after approval by the Owner or the Owner's Designated Representative, has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contrad Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. ARTICLE 8 TLME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be famished by the Contractor and Owner. The commencement Work shall not be changed by the effective date of such insurance. Unless the Commencement Date is established by the Contract Documents or a notice to proceed issued by the Owner, the Contractor shall notify the Owner in writing, net less than five (5) days or other agreed period, before commencing the Work to permit the timely filing of mortgages, mechanic's liens, and other security interests. Ink AIA Document A201"— 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1986, 1970, 1976, 1987, 1997 and 2007 by The Amenran Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.B. Copyright Law and International Treaties. Unauthorized 23 reproduction or distribution of this AIA Document, or any portion of a, may result in severe civil and cri nalties, and will be prosecuted to the f maximum extent possible under the law. This document V produced by� Wtgan: et 13:19:y7�o 03N72DI Order No.3595293569 1 which expires on 07/30!2010, and is not for resale. ��// 11 — User Notes: As modified by Owner, October B. 2007. (11476727) , § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. Should the Contractor fail to achieve Substantial Completion within the Contract Time, the Contractor shall be assessed liquidated damages in the amount of Three Hundred and NO /100 ($300.00) per calendar day after Substantial Completion should have been achieved. The parties agree that such liquidated damages are a reasonable forecast of the possible damages the Owner may sustain and such was determined at the time the Contract was made and entered into by the parties. § 83 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the progress of the work by any 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, unanticipated rain days or other adverse weather conditions, or other causes beyond the Contractor's control, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. Extensions of time for delays occasioned by unanticipated rain days or other adverse weather conditions will be granted on the basis of one regular working day extension for each regular working day IosL Thus for each five regular working days thus lost, seven calendar days will be added to the contract time. No increase in the Contract Sum will be allowed for extensions of time granted for unanticipated rain days or other adverse weather conditions. § 8.3.2 Time extensions may be requested for rain days (where rainfall exceeds 0.10 inch in 24 hours) only to the extent they are in excess of the number of days listed in the following table: Average Number of Anticipated Rain Days (0.10 inch or more) to be Included in Bid Completion Time January - 5 July -3 February -6 August -4 March -5 September -6 April -6 October -4 May -4 November -5 June -5 December -5 (Paragraph deleted) - ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES §9.2.2 Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect, after approval by the Owner, may require. This schedule, unless objected to by the Architect after approval by the Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment §9.2.2 In order to facilitate the review of Applications for Payment, the Schedule of Values shall be submitted on AIA Document G702 and G703 and shall include the following. .1 General Contractor's cost for Contractor's fee, bonds and insurance, mobilization, etc., shall be fisted as individual line items. .2 Contractor's costs for various construction items shall be detailed For example, concrete work shall be sub - divided into footings, grade beams, floor slabs, paving, etc. These subdivisions shall appear as individual line items. Init. AIA Document A201"— 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 24 reproduction or distribution of this AIA Document, or any portion of a, may result in severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible under the law. This document wced byAlAf5tr ' eat 1319:37 on 03/01201 d;r Order No.3595293569_1 which e>yires on 071302010, and is not for resale. V � ri LL User Notes: As modified by Owner, October 8, 2007. " r C' (1� 3472) .3 On major subcontracts, such as mechanical, electrical and plumbing, the schedule shall indicate line items and amounts in detail (for example; underground, major equipment, fixtures, installation of fixtures, start up, etc.). A separate line item for trench safety systems shall be included on both the schedule of values and application for payment .4 Costs for subcontract work shall be listed without any addition of General Contractor's costs for overhead, profit or supervision. .5 Where payment for stored materials may be requested prior to installation, material and labor shall be listed as separate line items. .6 Where work occurs at more than one phase or floor, for the Owner's accounting purposes and to facilitate the checking of the Contractor's Applications for Payment, costs shall be scheduled separately for each building on the G703 Continuation Sheet. §.9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten (10) days before the date established for each progress payment, the Contractor shall submit to the Owner an itemized Application for Payment for operations completed in accordance with the current schedule of values if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect, after approval by the Owner, may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinataions of the Architect, after approval by the Owner, not yet included in Change Orders. § 9.3.1.2 Applications for Payment 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 providing services for the Contractor, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest and shall include the costs of applicable insurance, storage, and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner upon receipt of payment The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief; be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, its Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. Notwithstanding the foregoing, the Contractor shall provide executed release of lien forms from all Subcontractors, suppliers, and other persons or entities providing labor, materials, or equipment relating to the Work that shall receive payment from the amount certified. §9.3.4 The Contractor will submit to the Architect for approval three (3) copies of applications for payment using AIA Documents G702 and G703, Application and Certificate for Payment, 1992 Edition. All blanks in the form must be completed and signature of Contractor and notary public must be original on each form. §9.3.5 Partial payments, verified and approved by the Architect, amounting to 95% of the cost of work completed and material suitably stored at the site as of the last day of each month will be paid to the Contractor not later than thirty (30) days after the Owner receives the application for payment following the period for which payment is requested. Init. AIA Document A20" — 2007. Copyright , C) 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorizetl 25 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the l 1 maximum extent possible under the law. This document was iVel d by AIA s at 73:79:37 on antler Order No.3595293569_7 which expires User on er Notes: A 2010, and is nut for resale. VOl. � er Nots modified by Owner, October 8, 2007. � (1147623472 / / §93.6 Submittal of a request for payment sball constitute an affidavit by the Contractor that the payment certificate represents the true cost of the work performed and that of all indebtedness for the previous payment periods have been paid by the Contractor. §9.3.7 Upon substantial completion of the work, of the total cost of the work will be payable to the Contractor. The remaining 5% of the total cost will be payable within 30 days after final acceptance of the project by the Owner, upon presentation to the Owner of a request for final application for payment, written release from all liens and an affidavit that all indebtedness incurred as a result of the construction of this project has been paid by the Contractor, and consent of surety, if any. § 9.4 CERTIFICATES FOR PAYMENT § 9.4.1 The Architect will, within seven (7) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that to the best of the Architect's knowledge, information and belief; the Work has progressed to the point indicated and that, the quality of the Work ism accordance and/or compliance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect, 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) made exhaustive or continuous on-site inspections to evaluate the quality or quantity of the Work (2) reviewed construction means, methods, techniques, sequences or procedure, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.s DECISIONS TO. WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion, the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is Unable to certify payment in the amount of the Application, the Architect will notify the Contractor and the Owner as provided in Section 9.4.1. If the Contractor and the Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary, in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of. .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure_ of the Contractor to make payments properly to Subcontractors or 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, a separate contractor, or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance and/or compliance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. (Paragraph deleted) Init AIA Document A201° - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Instibrts of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized .26 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to me 1 maximum-extent possible under the law7h � "O'm�'^ ^ f6709iZD7 _ *VArch dr+� User Notes: a nd rm b , Octobwa;'2007. _ Vol. �..d § 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 The Owner will make monthly progress payments to Contractor within thirty (30) days after receipt by the Brazos County Auditor of a Certificate for Payment from the Architect. The Owner shall withhold five percent (5 %) retainage from each progress payment until thirty (30) days after the Contract is completed § 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of 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 performed by such Subcontractor. § 9.6.4 The Owner has the right to request release of lien forms or similar written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid Neither the owner nor Architect shall have an obligation to pay or to see to the payment of money to a subcontractor, except as may otherwise be required by law. § 9.6.5 Contractor payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.1, 9.6.2 and 9.6.3. § 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 and/or compliance 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 supplies who performed Work or fitmished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, 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 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven (7) days after receipt of the Contractor's Application for Payment, or for reasons other than those enumerated in Section 9.5.1, if the Owner does not pay the Contractor within thirty (30) days after the date established in the Contract Documents the amount certified by the Architect then the Contractor may, upon seven (7) additional days' prior written notice to the Owner and the Architect, request a meeting with the Owner and the Architect to immediately resolve the Certificate of Payment issue. If the issue is not resolved within seven (7) days after such meeting, then the Contractor may stop the work until payment of the amount owing has been received. The contract time shall be extended appropriately and the contact sum shall be increased by the amount of the contractor's reasonable cost of shut -down, delay and start-up, plus interest as provided for in the Contract documents. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance and/or compliance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. In order for the Work or a major portion thereof to be considered Substantially Complete, the following conditions must be met: .1 All inspections of the Work by governmental authorities having jurisdiction over the project must have been finalized, any remedial work required by them must have been completed, and Certificates of Occupancy and similar governmental approval forms relating to the Work must have been issued and copies delivered to the Owner and Architect. Init. ALA Document A201rs — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized . reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 27 maximum extent possible under the law. This document was produced by AIA software at 13:19:377 on 031011201 n Order No.3595293569_1 which eryir on 2010, and is net for resale. User ' r p• (1147 7;4 User r Notes: . es: AB modified by Owner, October 8, 2007. // // .2 All work, both interior and exterior, shall have been completed and cleaned except minor items which, if completed after occupancy, will not, in the Owner's opinion, cause,intwference to the Owner's use of the building or any portion thereof. A significantly large number of items to be completed or corrected will preclude the Architect from issuing a Certificate of Substantial Completion. The Owner and Architect will be the sole judge of what constitutes a significantly large number of items. It is anticipated that the detailed list of items ofwork to be completed or corrected at the Date of Substantial Completion will be no longer than one or two typed pages. § 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, corrected, or repaired prior to final payment. The Contractor shall complete any and all listed items or otherwise achieve final completion within thirty (30) days of Substantial Completion unless wusual or unexpected circumstances prevent the Contractor form doing so. Failure to include an item on such list does not alter the responsibility of the Contractor to complete, correct, or repair all Work in accordance and compliance with the Contract Documents. Should the Architect, after consultation and agreement by Owner, reasonably determine that the Contractor's list of items to be completed or corrected lacks sufficient detail or requ extensive supplementation, the list will be returned to the Contractor for revision and the inspection for determining the Date of Substantial Completion will be delayed until the list submitted is a reasonable representation of the work to be done. § 9.8.3 Upon receipt of the Contractor's list, the Architect will, make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall before issuance of the Certificate of Substantial Completion complete, correct, or repair such item upon notification by the Architect notification. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion.. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, 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 requ 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. After the date of Substantial Completion of the Project as evidenced by the Certificate of Substantial Completion, the Contractor will be allowed a period of 30 days (unless extended by mutual agreement or provision of the Contract) within which to correct all deficiencies attached to the Certificate of Substantial Completion. Failure of the Contractor to complete such corrections within the stipulated time will be reported to the Contractor's surety. In the report of deficiency, the Contractor and surety will be informed that, should correction retrain incomplete for 15 additional days, the Owner will initiate action to complete corrective work out of the remaining contract funds in accordance with Article 14.2. Additional costs of the Owner, Architect, and other consultants incurred because of the Contractor's failure to complete the correction of deficiencies within 30 days after the date of Substantial Completion (unless extended by mutual agreement or provision of the Contract) will be deducted from the funds remaining to be paid to the Contractor. Should corrective work following Substantial Completion require more than one reinspection after notification by the contractor that corrections are complete, the cost of subsequent inspections shall also be deducted from funds remaining unpaid to the Contractor. § 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 of retainage applying to such Work or designated portion thereof, 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 is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer, as required under Article 11.3.1 and authorized by public authorities having jurisdiction over the Project Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, [nit. AIA Document A201"- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 28 reproduction or distribution of this A1A Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible under the law. This document was produced by AIA software at 13:19:37 on 03 under der N0.3595293569_1 which expire on User Notes Assmodfied by October, 8, 2007. Vol. � g. - - (114762 72) retainage, if any, security, maintenance, heat, utilities, damage to the Work, and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and the Contractor or, if no agreement is reached, by decision of the Architect.. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions ofthe Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for.Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance and/or compliance 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 an payable in accordance with the contract documents and upon formal approval of the Commissioners Court The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected to 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 thirty (30) days' prior written notice has been given to the Owner, (3) a writtm statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, 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 famish 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 attorney's fees. Final payment constituting the entire unpaid balance of the Contract Sum will be paid by the Owner to the Contractor within thirty (30) days after the final Certificate of Payment has been issued by the Architect. Prier to final payment and in addition to other final closeout items specified, the Contractor shall submit in duplicate to the Architect the following completed forms: .1 Contractor's Affidavit of Payment of Debts and Claims, AIA Document G706. .2 Contractor's Affidavit of Release of Liens, AIA Document G706A (with Contractor's, Subcontractor's, and Supplier's separate releases). .3 Consent of Surety to Final Payment, AIA Document G707. Also specified elsewhere are the following items required prior to final payment: .1 General Contractor's warranty. .2 Subcontractor's warranties. .3 Maintenance and instruction manuals. Init. AIA Document A201T - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 29 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was mdumdby Al at 13:19:37 oR0WWWI0 under Order No.35952935691 which expires on 071302 res 010, and is not for ale. Cp User Notes: As modified by Owner, October 8, 2007. �� a• (114762 %72)' .4 Record drawings. .5 Final list of Subcontractors (AIA Document G805). § 9.10.3 If; after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. Such final payment is subject to formal approval of the Commissioners Court If the remaining balance fir Work not fully completed or corrected is less than the 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. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner, except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requ of the Contract Documents; or .3 tents of special warranties requ by the Contract Documents; 4. any pending disputed claims or unknown defects incorporated in the Work § 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 PRECAUTTONS AND PROGRAMS § 10.1.1 The Contractor shall be responsible or require subcontractor to do the same, for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract This requirement applies continuously twenty -four (24) hours a day to operations or areas of the premises under Contractor's control and is in no way limited to normal working or business hours. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of; and shall provide reasonable protection to prevent damage, injury or loss to: .1 employees on site performing 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. § 10.2.2 The Contractor shall comply with and give notices required by applicable laws, ordinances, regulations, codes, rules and lawful orders of public authorities bearing on safety of persons or property or the protection from damage, injury or loss. § 10.2.2.1 The Contractor shall give notice in writing at least forty eight (48) hours before breaking ground to all persons having interest on or near the site; specifically, public utility companies, owner of property having structures or improvements in proximity to the site of the Work, superintendents, inspectors, or those otherwise in charge of property, streets, water pipes, gas pipes, sewer pipes, telephone cables, electric cables and/or railroads who may be affected by the Contractor's operation in order that they may remove any obstruction for which they are responsible and have a representative on site to see that their property is properly protected. Such notice does not relieve the Contractor of responsibility for any damages, claims, and defense of all actions against the Owner and the Architect resulting from the performance of such Work in connection with or arising out of the Contract Init. AIA Document A201 2007. Copyright 01911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 30 a reproduction or distribution of this Al Document, or any portion of h, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document was pV by AIA sere at 13:19:37 on 012010 un e Order No.3595293569_1 which expires on 07802010, and Is notfor resale. 1 .J 1 User Notes: As modified by Owner, October 8, 2007., ----� ". (1147623472/) § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including, but not limited to, 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 give the Owner reasonable advance notice, exercise the utmost care so as to not endanger life or property, and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub - subcontractor, Supplier, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible Under Sections 10.2.1.2 and 10.2.1.3. except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of than, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. § 10.2.61he 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 the Architect However, the Owner reserves the right to request a replacement or substitute of such person at any time thereafter in accordance with the Contract Documents if such person is Unsatisfactory or unacceptable to the Owner. Such person shall be replaced or substituted as soon as reasonably practicable, but in no event later than two weeks, after request by the Owner. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause danger or create an unsafe condition to persons or property. § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be give to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with requirements included in the Contract Documents regarding hazardous - materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and promptly report the condition to the Owner and Architect in writing. § 10.3.2 Upon receipt of the Contractor's written notice the Owner shall obtain the services of a licensed laboratory facility to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task ofremoval or safe containment of such material or substance. The Contractor and the Architect shall promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut -down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, IniL AIA Document A201-- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Amhitects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was prodd c �dt ed by AIT!i d 13:19:37 omL0310 12010 undyrprdet No.3595293569_1 which expires on 07/3012r M and is not for resale. V 11 Y /Opt User Notes: As modified by Owner, October 8, 2007. (1147623472) damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from performance of the Work in the affected area if in fad the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has net been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10:3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Document, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material of substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence . § 10.3.6 I> without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. § 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1 GENERAL —Insurance requirements for the project are listed in the Owners Request for Proposal. § 11.1.1 Pursuant to the County's Bid Specifications, if any, and this agreement, the Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor and Owner from claims set forth below which may arise out f or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose ads any of them may be liable: .1 Claims under worker's compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed: .2 - Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 Claims fur damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself; because of injury to or destruction of tangible property, including loss of use resulting there from: .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations (Paragraphs deleted) § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Init. AIA Document A201 r' — 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.B. Copyright Law and International Treaties. Unauthorized 32 j reproduction or distribution of this AIA Document, or any portion of It, may re sult r u p in severe civil and criminal penalties, and will be prosecuted to the 7 1 y maximum extent possible under the law. This document was produced by ALA f U OS at 13:19:37yn 03 /01/2010ArWerj� der No.3595293569_1 which expires an 07130/2010, and is not for resale. r7ol g / r7 User Notes: As modified by Owner, October 8, 2007. Vol. C� (1147623472) aPA § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of' the Work and thereafter upon renewal or replacement of each required policy of insurance. 'These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafterupon renewal or replacement of such coverage as required by the Contract Documents. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness Submit three (3) copies of all certificates of insurance in order that one copy may be attached to each copy of the Contract Agreement § 11.1.4 The Contractor(s) shall not commence work under this Contract until he (each) has obtained all of the insurance required hereunder and such insurance has been filed with and approved by the Owner, nor shall the Contractor allow any Subcontractor to commence work on his subcontract Until all similar insurance required of the Subcontractor has been so obtained and approved. Approval of the insurance by the Owner shall not relieve or decrease the liability of the Contractor hereunder. § 11.2 OWNERS LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 PROPERTY INSURANCE §11.3.1 Unless otherwise provided, the Owner shall purchase and maintain a'Builders Risk" property insurance rider in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value of the entire Work at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Paragraph 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph 11.3.1 to be covered, whichever is later. This insurance shall include interest of the Owner, the Contractor, Subcontractors and Sub - subcontractors in the Work. §11.3.2 If during the Project construction period, the Owner insures properties, real or personal or berth, at or adjacent to the site by property insurance under policies separate from the insurance provided in 11.3.1 insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights for damages caused by fire or other causes of loss covered in excess of the policy limits of Contractor's general liability insurance and umbrella or excess insurance. §11,3.3 WAVERS OF SUBROGATION. The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub - subcontractors, agents and employees, each of the other and (2) the Architect, Architect's consultants, separate contractors, if any, and any of their subcontractors, sub - subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub - subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. (Paragraphs deleted) § 11.3.4 BOILER AND MACHINERY INSURANCE The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub - subcontractors in the Work, and the Owner and Contractor shall be named insureds. IML AIA Document A201° — 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 33 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible underthe law. This document we produced b0- software at 13:�e�3 on 03/01 070 err Order No.3595293569_1 which expires, on 07/3012010, and is not for resale. W. �� O' �1 User Notes: As modified by Owner, October 8, 2007. I (1147623472 § 11.3.5 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. § 11.3.6 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. § 11.3.7 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages that may be required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days prior written notice has been given to the Contractor. (Paragraphs deleted) § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the contract and payment of obligations arising there under as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be famished. ARTICLE 12 UCOVERING AND CORRECTION OF WORK (Paragraph deleted § 12.1 UNCOVERING OF WORK § 12.1.1. If a portion of the Work is covered contrary to the Architect's, the Owner's or a governmental or public authority's request or to requirements specifically expressed in the Contract Documents, it must if required in writing by the Architect, the Owner, or the governmental or public authority, be uncovered for the Architect's examination and be replaced at the Contractor's sole cost and expense without a change to or an addition in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect, the Owner, or a governmental or public authority has not specifically requested to examine prior to its being covered, the Architect, the Owner or a governmental or public authority may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance and/or compliance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance and/or compliance with the Contract Documents, such costs and the cost of correction„ repair or replacement of the Work shall be at the Contractor's sole cost and 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 The Contractor shall promptly correct, repair, or replace Work failing to conform to the requirements of the Contract Documents and rejected by the Architect, the Owner, or other governmental or public authority with power to demand such correction, repair, or replacement, whether discovered before or after Substantial Completion and whether or not fabricated, installed, or completed The costs of correcting, repairing or replacing such rejected or non- conforming Work including additional testings and inspections the cost of uncovering and replacement, repair or correction, repairing or replacing of non - conforming work and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's sole costs and expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of Work or designated portion thereof; or after the date for commencement of warranties established under Section 9.9.1 or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be defective or not in accordance and/or compliance with the requirements of the Contract AIA Document A201-- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lDh Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 34 reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIAsoftware at 13:19:37 on 03101/2010 under Order No.3595293569_1 which erryires on 07!30!2010, and is not for resale. Vol. 13 a P g . 16-5 User Notes: As modified by Owner, October 8, 2007. (114762347 Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so, but not later than thirty (30) days thereof; Unless circumstances prevent the Contractor from doing. so, unless the Owner has previously given the Contractor a written specific acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one -year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractors fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.22 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. § 12.2.23 (deleted) (Paragraph deleted) § 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 by the Contractor's correction or removal of Work that is not in accordance or compliance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be constmed to establish a period of limitation with respect to the Contractor's obligations under the Contract Documents. Establishment of the one year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to Correa the Work, and has no relationship to the time within which the obligation to comply with the Contract 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 Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK (Paragraph deleted) § 12.3.1 If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS (Paragraph delete § 13.1 GOVERNING LAW. The Contract shall be governed by the law of the place wbere the Project is located. Init. § 13.2 SUCCESSORS AND ASSIGNS. The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided herein neither party "to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract (Paragraphs deleted) § 13.3 WRITTEN NOTICE. Written notice shall be deemed to have been delivered in person to the individual, to a specifically, written designated 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 or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13.4 RIGHT'S AND REMEDIES 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. No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. (Paragraphs deleted) § 13.5 TESTS AND INSPECTIONS. Tests, inspections and approvals of portions of the Work shall be made as required AIA Dominant A201^— 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This At Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 35 reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by IA software at 13:19:37 on 03/0 7 under Order No.3595293569_1 which expires on 010, and is not for resale. Vol. fig• / O User er Note As modified by Owner, October 8, 2D07. (1747623472) //� by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and/or approvals not to exceed the testing allowance stated in the Project Manual section 0121 00. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. (Paragraphs deleted) § 13.6 (Paragraphs deleted Tam LEars ON CLAlmts The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT (Paragraphs deleted) § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of thirty (30) consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; or .2 an act of government, such as a declaration of national emergency or security that requires all Work to be stopped. .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents. § 14,1.2 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, or their agents or employees, or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' prior written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3., §14.1.3 If one of the reasons described in Section 14.1.1(1) or 14.1.1(2) exists, the Contractor may, upon seven ('/) days' prior written notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, and any other loss the Owner may deem reasonable and equitable under the circumstances, which shall be limited to that portion of the Work already completed If one of the reasons described in Section 14.1.1(3) or 14.1.2 exist, the Contractor may, upon seven (7) days' prior written notice to the Owner and the Architect, terminate the Contract and recover from the Owner in accordance with Section 14.4.3. The Contractor shall submit to the Owner for review a detailed pay request with sufficient documentation reflecting work performed, goods and/or services provided, and any and all losses or damages sustained The Owner will review the pay request to determine if such costs are reasonable. If the Owner accepts and agrees to pay, in whole or in part, the costs provided therein, the Owner will make payment to the Contractor in accordance with the Contract Documents, subject to approval by the Commissioners Court. If the pay request is not resolved to the satisfaction of the Contractor, then the Contractor may submit a Claim pursuant to Article 14.4.3. (Paragraphs deleted) § 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 otherwise interrupt the Work in whole or in part for such a period of time as the Owner may,detemnne. IntL AIA Document A201'a — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized �C j reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the _"`,r'"�(/,L\l1 t maximum extent possible under the law. This document was produced by AIA software at 13:19:37 on 03101/2010 under Order No.3595293569 twhich to on and is not for resale. VOI. _ / {> �J D /O 7 (1 147623472 User er Notes: Notes: A A s modified by Owner, October 6, 2007. J r'1 r D § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include reasonable profit No adjustment shall be made to the extant: .1 that performance is, was, or would have been so suspended, delayed, or interrupted by another cause for which the Contractor is responsible; or 2 that an equitable adjustment is made or denied under any other provision of the Contract § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 1.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. (Paragraph deleted) § 14.4.2 Upon receipt of a written notice from the Owner of such termination for the Owner's convenience, the Contractor shall: AI 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 or in the event of the Owner's failure to timely pay an undisputed claim under Section 14.1.1(3), the Contractor shall be entitled to receive payment from the Owner for the Work executed, costs incurred by reason of such termination, along with reasonable overhead and profit ARTICLE.15 CLAims AND INnIAL DEcisloN MAKER (Paragraph deleted) § 151 Duo-irrioN. A Claim is a demand or assertion by one of the Parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract The term "Claim: also includes other disputes and matters in question between the Owner and the Contractor arising out of or relating to the Contract The responsibility to substantiate Claims shall rest with the party making the Claim. §15.2 Claims must contain the information listed below. If any of the required information is not available at the time the Claims is submitted, the Contractor shall provide all information when available and a statement indicating when the remaining information will be provided: .1 Date of the event giving rise to the Claim and, if applicable, the date when the event ceased; .2 Nature of the occurrence or condition giving rise to the Claim; .3 Identification of contractual provisions affected and a detailed explanation of how the Claim is supported by those provisions; .4 An estimate of the effect upon the Contract Sum, including an itemized breakdown of additional cost, if any; .5 An estimate of the effect upon the Project Schedule, including a comparison of the Project Completion Schedule and schedules prepared in connection with the Claim. If required by the Owner or the Architect, this shall include showing, in CPM format, both critical and non - critical path activities affected and showing both the Project Construction Schedule and Claim sequences, durations , and floats substantiating the delay claimed. (Paragraphs deleted) § 15.3 NOTICE OF CLAi ms. Claims by either the Owner or Contractor must be initiated by written notice to the other party's designated representative with a copy sent to the Architect. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognized the condition giving rise to the Claim, whichever is later. (Paragraphs deleted) § 15.4 CONTINOING CONTRACT PERFORMANCE. Pending final resolution of a Claim, except as otherwise provided in the Contract Documents, the shall proceed diligently with performance of the Contract and the Owner shall A Document A201" — 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American InInit. AI Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 37 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ry/ t maximum extent possible under the law. This document was produced by ALA software at 13:19:37 on 03/012010 under Order No.3595293569 1 which expires X\ on 07/302010, and Is not for resale. VOl. 3 a _P 0 1 y. 0 8' ( 1147 ~y() User Notes: As modified by Owner, October 8, 2D07, _' 623472 continue to make payments in accordance with the Contract Documents. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. § 15.5 CLAIMS FOR ADDTTrONAL COST. If the Contractor wishes to make a Claim for an increase in the Contract Sum, 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. §15.6 CLAIMS FOR CONCEALED oR UNKNOWN CONDrrioNs. 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 twenty -one (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 twenty -one (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 the Contractor cannot agree on an adjustment in the Contract Sum and/or Contract Time, the adjustment shall be referred to the Architect for a recommendation, subject to further proceedings pursuant to the provisions in Section 15. §15.6.1 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 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 the provisions of this Section 15. § 15.7 CLAIMS FOR ADDITIONAL TIME § 15.7.1 If the Contractor wishes to make a 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. § 15.7.2 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 reasonable anticipated and had an adverse effect on the scheduled construction. 15.8 INITIAL DECISION (Recommendation) § 15.8.1 Claims, except for those specifically excluded in the Contract documents or otherwise herein shall be referred to the Initial Decision Maker for a recommendation_ The Architect will serve as the Decision Maker, unless otherwise indicated in the Agreement: Except for those Claims excluded by this Section, a recommendation shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no recommendation having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not make a recommendation relating to disputes between the Contractor and persons or entities other than the Owner. § 15.8.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) recommend rejecting the Claim in whole or in part, (3) recommend approving the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim or the Initial Decision Maker lacks sufficient information to evaluate the merits of the Clain or if the Initial Decision Maker concludes that, in the Initial decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to make a recommendation related to the Claim Init. AIA Document A201 -- 2007. Copyright m 1911, 1915, 1818, 1 ® 25, 1937, 1951, 1958, 1961, 1863, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthoned 38 reproduction or distribution of this AIA Document, or any portion of h, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 13:19:37 on 03/012010 under Order No.3595293569 1 which expires on 071302D10, and is not for resale. D User Notes: As modified by Owner, October 8, 2007. Vol. 1 o� r g. 16? (11476234 § 15.8.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in making a recommendation. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. - § 15.8.4 If the Initial decision Maker requests a party to provide a response to a Claim or to fiunish additional supporting data, such party shall respond within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial decision Maker that no supporting data will be furnished Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either recommend rejecting or approving the Claim in whole or in part § 15.8.5 The Initial decision Maker will render a recommendation to approve or reject the Claim, or indicate that the Initial Decision Maker is unable to recommend a resolution of the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefore; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial derision Maker, of any change in the Contract Sum or Contract Time or both. § 15.8.6 Either party may, within 30 days from the date of an initial decision, demand in writing that the parties file for mediation within 60 days of such demand for mediation. § 15.8.7In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.9 MEDIATION § 15.9.1 Claims disputes, or other mattes in controversy arising out of or related to the Contract except those waived as provided for in the Contract documents shall be subject to mediation. § 15.9.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be .administered by the National Mediation Academy in accordance with American Arbitration Association, Construction Industry Mediation Procedures in effect on the date of the Agreement A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation_ § 15.93 The parties shall share the mediator's fee and any filing fees equally. The mediation shall beheld 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 jurisdietion thereof. ARTICLE 16 GOVERNMENT CONTRACTING POLICIES § 16.1 EQUAL OPPORTUNITY. The Contractor, its Subcontractors, and Sub - subcontractors shall not discriminate against any employees or applicants for employment because of race, religion, color, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to the following: (1) employment, upgrading, demotion, or transfer; (2) recruitment or recruitment advertising; (3) layoff or termination; (4) rates of pay or other forms of compensation; and (5) selection for training, including apprenticeship. The Contractor agrees to post or station in conspicuous places available to employees and applicants for employment, notices setting forth the policies of nondiscrimination. § 16.2 The Contractor, its Subcontractors and Sub - subcontractors shall in all solicitations or advertisements for employment placed by them or on their behalf state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, or national origin. § 16.3 FISCAL FUNDING CLAUSE. Notwithstanding any provisions contained herein, the obligations of the Owner under this Contract are expressly contingent upon the availability of funding for each item and obligation contained herein for the term of the Contract and any extensions thereto. The Contractor, any Subcontractor, and Sub - subcontractor or an other person or entity directly or indirectly employed by the Contractor or performing Work or supplying materials or equipment on the Contractor's behalf or any other person or entity to whom the Contractor AIA Document A201- - 2007. Copyright ® 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 39 reproduction or distribution of this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the l maximum extent possible under the law. This Document was produced by AIA software at 13:19:37 on 03/01/2010 under Order No.3595293569 1 which expire on 0713012010. and is not for resale. User Notes: As modified by Owner, Oclober 8, 2007. Vol I a p g . 1 1 o (114762 may be liable to shall have no right of action against the Owner in the event the Owner is unable to fulfill its obligations under this contract as a result of lack of sufficient funding or any item or obligation may any source utilized to fund this Contract or failure to budget or authorize funding for this Contract during the current or future fiscal years. In the event that the Owner is unable to fulfill its obligations under this Contract as a result of lack of sufficient funding, or if funds become unavailable, the Owner may, in its sole discretion provide funds from a separate source or may, in its sole discretion, terminate the Contract by written notice to the Contractor at the earliest possible time under the circumstances. § 16.4 SEVERABILITY. If any provision of the Contract is construed or held to be illegal, invalid, void, voidable, or unenforceable, this will not affect the legality, validity, or enforceability of an of the other provisions in this Contract. The illegal, invalid or unenforceable provision will be deemed stricken and deleted, but all other provisions shall continue in full force and effect as if the illegal, invalid, or unenforceable provisions had never been incorporated. § 16.5 SOVEREIGN PAmuNTI'Y. This Contract shall be expressly made subject to the Owner's Sovereign Immunity from suit pursuant to Title 5 of the Texas Civil Practices and Remedies Code and all applicable federal and State of Texas Laws. The parties expressly agree that no provision of this Contract is in any way intended to constitute a waiver of any immunities from suit or from liability that the Owner has by operation of law. § 16.6 TEXAS PUBLIC INFORMATION ACT § 16.6.1 The parties acknowledge and agree that he Owner is subject as a matter of law, to Texas Government Code, Chapter 552, also known as the "Texas Public Information Act" (hereinafter, 'PIA "). Notwithstanding any other provision, the parties agree that in the event that any provision of the Contract, or other documents related to Contract, including, but not limited to, any exhibit, attachment, amendment, addendum, or other incorporated document is in conflict with the PIA, such provision shall be of no force or effect Furthermore, it is expressly acknowledged and agreed that the Owner, its Commissioners, County Judge, elected officials, appointed officials, department heads, and employees (hereinafter, ( "Owner Requestors") may request advice, decisions and opinions of the Attorney General of the State of Texas (hereinafter, 'Texas Attorney General ") in regard to the application of the PIA to any software, hardware, firmware, or any part thereof or other equipment or item, data or information furnished to or in the possession or knowledge of the Owner. It is further acknowledged and agreed that the Owner Requestors have the right and obligation by law to rely on the advice decisions and opinions of the Texas Attorney General. The Contractor hereby releases the Owner Requestors from any an all liability or obligation of any type, kind or nature regarding any disclosure of any software, hardware, firmware or any part thereof or other equipment determined by the Owner or in reliance on any advice, decision or opinion of the Texas Attorney general to be available to the public or any persons. § 16.6.2 Notwithstanding Section 16.6.1 above the parties agree, to the extent permitted by the PIA to keep confidential (and store in a secure area with limited access) and will not copy publish, sell, exchange, disclose, or provide to other or use any information, documents or data, provided to or disclosed to the other party, or any information related to the Contract, including but not limited to, any exhibit attachment, amendment, addendum, or other incorporated document, for any purposes other than performing each party's obligations under the Contract unless prior written notification is given by the Owner that such specified item will be released under the PIA. §16.6.3 The Contractor understands and agrees that it is subject to the PIA with respect to the Contract information and shall fully comply with the requirements of the PIA as it pertains to the Contract information. Upon notification from the Owner of a PIA request for Contract Information, the Contractor shall cooperate with and assist the Owner in responding to the PIA request for such Contract Information. If all or some of the requested Contract Information is in the custody, control or possession of the Contractor, the Contractor shall promptly make available and produce the Contract Information to the Owner at no cost to the Owner. Upon receipt of the Contract Information, the Owner will review it to determine if the requested Contract Information is public information under the PIA or is excepted from required public disclosure under the PIA. The Contractor understands and agrees that it is a criminal offence if an agent fails or refuses to give access to, or to permit or provide copying of, public information to a requestor under the PIA. The Contractor further understands and agrees that the PIA has established criminal penalties for violations of the PIA. Under no circumstances shall the Contractor refuse or fail to make available any Contract Information requested pursuant to the PIA or otherwise violate the PIA. In the event the Contractor refuses to make available and/or produce any requested Contract Information, fails, for whatever reason, to comply with the requirements of the PIA, or otherwise violates the PIA, such refusal, failure, or violation shall constituted an event of breach or default on the part of the Contractor under the terms of the Contract, and the Owner may pursue any and all legal and equitable Init. AIA Document A201 -- 2007. Copyright m 1911, 1915, 1918, 1® 25, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 4() reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This Document was produced by AIA software at 13:19:37 on 03101/2010 under Order No.3595293559 1 which expires on 07/302010, and is not for resale. User Notes: As modified by Owner, October 6, 2007. Vol. 13 � 711476234722 /. Pg. /�� / remedies, in addition to any other rights or remedies afforded hereunder, against the Contractor. The Contractor agrees to indemnify and hold harmless the Owner for damages or penalties resulting from its refusal or failure to make available and/or produce requested Contract Information under the PIA or its violation of the PIA. § 16.6.4 Contractor may charge for the cost of producing copies of or providing access to public information in accordance with Subchapter F of the PIA, Sections 552.261 through 552.274 and the Texas Building and Procurement Commission's cost rules, Sections 111.61 through 111.71 of the Texas Administrative Code (specifically TAC § §111.63 through 111.71 ) A link to the most recent cost rules may be found online at http: / /www.oag. state .tx.us /opinopen /openeovt.shtml to assist Contractor in determining charges for the cost of producing copies of or providing access to public information the Texas Attorney General cost rules, Sections 70.3 and 70.10 of the Texas Administrative Code (specifically TAC §§ 70.3 and 70.120). A link to the most recent cost rules may be found online at http: / /.oag.state.tx,us /open /charges.shtmi to assist Consultant in determining charges for the cost of producing copies of or providing access to public information. ARTICLE 17 STANDARDS §17.1 STANDARDS §17.1.1 Any material specified by reference number, symbol or title of a specific standard, such as a Commercial Standard, a Federal Specification, a trade association standard, or other similar standard, shall comply with the requirements in the latest revision thereof and any amendment or supplement thereto in effect on the date of these Specifications, except to type, class or grade, or modified in such reference. - §17.1.2 It is not the intent of these Specifications to limit materials to the product of any particular manufacturer. Where definite materials, equipment and/or fixtures have been specified by name, manufacturer or catalog number, it has been done to set a definite standard and a reference for comparison of quality, application, physical conformity, and other characteristics. It is not the intention to discriminate against or prevent any dealer, jobber, or manufacturer from furnishing materials, equipment, and/or fixtures that, in the judgment of the Architect, expressed in writing, meet or exceed the characteristics of the specified items. Substitution of materials shall not be made without prior written approval from the Architect Refer to Section 01640- Substitutions, for conditions governing substitutions. Init AIA Document A201 -- 2007. Copyright ® 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 4 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 13:19:37 on 03/012010 under Order No.35952935691 which expires _ on 07/3012010, and is not for resale. // Uaer Notes: As modified by Owner, October 8, 2007. Vol. 13 P a l 1 A (1147623472) P Brazos County Office of the Sheriff Request for Work Crew Assignment The Brazos County Office of the Sheriff has reviewed the application for assignment of a work crew. Q The type of labor and task requested is appropriate for work crew assignment. It is hereby requested that this application be placed on the agenda for the Brazos County Commissioners Court consideration of approval. ❑ The type of labor and task requested is not appropriate for work crew assignment. It is hereby requested that this application not be placed on the agenda for the Brazos County Commissioners Court consideration of approval. Signature Title T1,gtt- 4DM SIS� Date 4 3 (o > Brazos County Commissioners Court `'',, ,o Approval for Work Crew Assignment T 0i 2? The Brazos County Commissioners Court has received the recommendation from the Brazos County Office of the Sheriff and has determined that the above non - profit organization provides a public service to the county or to a political subdivision located in whole or in part in the county. This approval for work crew assignment is valid effective from the date approved below through December 31 of the calendar year. Apprc County Revised 091405 -ads Vo1. 1 3 01" pg. l / 3 Non - Profit Organization Application for Brazos County Inmate Work Crew Labor ORGANIZATION: PHONE Colored Cemetery Association 9794223596 ADDRESS CITY FAX STATE ZIP 3499 Old Kurten Rd CEO NAME Walter Watson CONTACT NAME Walter Watson Walter Watson I certify that the above named organization is a nonprofit organization that qualifies for a tax exemption under Section 501(s), Internal revenue Code of 1986, as an organization described by Section 501 (c)(3) of that code, and is organized as a nonprofit corporation under the Texas Non - Profit Corporation Act (Article 1396 -1.01 et seq., Vernon's Texas Civil Statutes. CEO SIGNATURE Walter Watson DATE 3/1/2010 Please provide a description of the type of work that will be assigned and equipment that will be used. General cleanuo. Removal of trash and debri. Vol. J3a pg. 1I4 ,7 q AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT IN REINVESTMENT ZONE NUMBER TWENTY NINE (29) FOR COMMERCIAL — INDUSTRIAL TAX ABATEMENT, BRAZOS COUNTY, TEXAS STATE OF TEXAS COUNTY OF BRAZOS This Agreement entered into by and between BRAZOS COUNTY, TEXAS, a political subdivision of the State of Texas, acting herein by and through its duly elected Commissioners Court, (hereinafter referred to as "COUNTY "), and G -CON, LLC, a Texas limited liability company, TEXAS BIOPROPERTIES, LP, a Texas limited partnership and a wholly owned subsidiary of G -Con, LLC , GREENVAX, LLC, a Texas limited liability company and a subsidiary of G -Con, LLC, and G-CON MANUFACTURING, LLC, a Texas limited liability company (hereinafter collectively referred to as "LESSEE "). WITNESSETH: WHEREAS, the City Council of the City of Bryan, Texas, (the "CITY"), passed an Ordinance (the "Ordinance ") establishing Tax Abatement Reinvestment Zone No. 29 (the "Zone "), for commercial /industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the "Tax Code "); and WHEREAS, Brazos County, Texas (the "COUNTY ") is authorized under Chapter 312, Tax Code, to participate in a reinvestment zone created in the COUNTY; and WHEREAS, the Commissioners County of the COUNTY has adopted guidelines for tax abatement (the "Tax Abatement Guidelines "); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the COUNTY as contemplated by the Tax Code; and US 264899v.7 Vol. 13:R Pg. 116 WHEREAS, the COUNTY has adopted a resolution stating that it elects to be eligible to participate in tax abatement (the "Resolution "); and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of Brazos County, Texas, it is in the best interests of the taxpayers for the COUNTY to enter into this Agreement in accordance with said Resolution, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, LESSEE has a long term ground lease of the real property described in Exhibit "A" and intends to construct certain contemplated improvements described herein (hereinafter defined as the "Improvements "); and WHEREAS, LESSEE'S development efforts described herein will create permanent new jobs in the COUNTY; and WHEREAS, the Commissioners Court finds that the contemplated use of the Premises (hereinafter defined), and the contemplated improvements to the Premises thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Resolution adopted by the COUNTY, the Tax Code and all other applicable laws; and WHEREAS, the Commissioners Court finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the COUNTY after expiration of this Agreement; and WHEREAS, the COUNTY desires to enter into an agreement with LESSEE, being the lessee of the Land and owner of Tangible Personal Property (hereinafter defined), within the Zone for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; Us 264899v.7 col M2 pg. ///4p NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of COUNTY and the enhancement of the tax base in the COUNTY, the parties agree as follows: GENERAL PROVISIONS The real property on which the real property improvements, personal property and equipment to be abated pursuant to this Agreement will be situated, is a tract of land owned by the Texas A &M University System ("OWNER") and located within the jurisdictional limits of Brazos County and within the Zone, consisting of approximately 21.401 acres of land, and being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof for all purposes, (hereinafter the "Land"). 2. LESSEE has a long term ground lease with OWNER for the Land and intends to construct, or cause to be constructed, thereon a vaccine manufacturing facility having an initial minimum size of 100,000 sq. ft. (and other ancillary facilities such as reasonably required parking and landscaping), and any additions or expansions thereof as further described herein. 3. The approximate location of the initial real property improvements is depicted on a site plan or diagram attached to this Agreement as Exhibit `B ". The Land and all improvements constructed thereon, including those initially constructed and any expansion thereof, will be hereinafter referred to as the "Premises ". 4. The Premises are not in an improvement project financed by tax increment bonds. 5. This Agreement is entered into subject to the rights of the holders of outstanding bonds of the COUNTY. US 264899v.7 Vol. 13A p 111 6. The Premises are not owned or leased by any member of the Bryan City Council or any member of the Bryan Planning and Zoning Commission or Brazos' Commissioners' Court, or any member of the governing body of any taxing units joining in or adopting this Agreement. 7. For the purposes of this Agreement, the term "Tangible Personal Property" shall mean tangible personal property, equipment and removable fixtures, other than inventory or supplies, owned by LESSEE and added to the Premises subsequent to the execution of this Agreement. TAX ABATEMENT AUTHORIZED 8. This Agreement is authorized by the Tax Code and in accordance with the County Tax Abatement Guidelines, and approved by the Commissioners Court of the COUNTY authorizing the execution of this Agreement. 9. The period of tax abatement herein authorized shall be for a period of ten (10) years, unless sooner terminated. 10. During the period of tax abatement herein authorized, LESSEE shall be subject to all County taxation not abated or otherwise exempt. 11. COUNTY hereby grants to LESSEE, a partial exemption from ad valorem taxation on the Premises plus the Tangible Personal Property (hereinafter collectively referred to as the "Facility") as set forth in this Section, subject to all of the terms and conditions contained in this Agreement (hereinafter "the Abatement ").The Abatement during each tax year covered by this Agreement shall be computed by taking a percentage of the increase in value of the Facility on January 1 s ` of each tax year over the value on January I" of 2010 which is the year this Agreement was executed by LESSEE and COUNTY. The Abatement percentages are as follows: El US 264899v.7 Vol. / p g . l! 5 US 264899v.7 Vol. 113a Pg il9 TABLE I. TIER ONE: ABATEMENT Tax Abatement Year Base Valuation Percentage 1 $15,000,000 100 2 $22,000,000 100 3 $30,000,000 80 4 $30,000,000 70 5 $30,000,000 70 6 $31,500,000 60 7 $33,075,000 50 8 $34,728,750 40 9 $36,465,188 30 10 $38,288,447 20 TABLE 2. TIER TWO: SUPPLEMENTAL ABATEMENT Tax Year Supplemental Abatement Base Valuation Percentage 1 $ 30,000,000- $100,000,000 100 2 $ 30,000,000- $100,000,000 100 3 $ 30,000,000- $100,000,000 100 4 $ 30,000,000- $100,000,000 100 5 $ 30,000,000- $100,000,000 80 6 $ 31,500,000- $100,000,000 70 7 $ 33,075,000- $100,000,000 60 8 $ 34,728,750 - $100,000,000 50 5 US 264899v.7 Vol. 113a Pg il9 $ 36,465,188- $100,000,000 40 10 $ 38,288,447- $100,000,000 30 The County shall give an Abatement of 100% of the Base Valuation of the Facility for Years 1 and 2. In Years 3 through 10, the County shall abate a percentage of the appraised valuation of the Facility up to $30,000,000 (the 'Base Valuation "), and a percentage of the appraised valuation of the Facility between the Base Valuation and $100,000,000 (the "Supplemental Base Valuation "), In Year 3, the Base Valuation shall be subject to an 80% abatement, and the Supplemental Base Valuation shall be subject to a 100% abatement. In Year 4, the Base Valuation shall be subject to 70% abatement, and the Supplemental Base Valuation shall be subject to a 100% abatement. In Year 5, the County shall abate 70% of the Base Valuation, and shall abate 80% of the Supplemental Base Valuation. In Year 6, the County shall abate 60% of the Base Valuation, and shall abate 70% of the Supplemental Base Valuation. In Year 7, the County shall abate 50% of the Base Valuation, and shall abate 60% of the Supplemental Base Valuation. In Year 8, the County shall abate 40% of the Base Valuation, and shall abate 50% of the Supplemental Base Valuation. In Year 9, the County shall abate 30% of the Base Valuation, and shall abate 40% of the Supplemental Base Valuation. In Year 10, the County shall abate 20% of the Base Valuation, and shall abate 30% of the Supplemental Base Valuation. For purposes of this Section, the value of the Land was $699,170 on January 1, 2010. For purposes of this Section, the personal property and equipment to be abated had a value of $0.00 on January 1, 2010 because it was not situated on the Premises on that date. 0 US 264899v.7 Vo 13 � P& . 1 ° 2 Z) REOUIREMENTS 12. All of the following obligations of LESSEE form the consideration for COUNTY entering into this Agreement: a. LESSEE shall construct a vaccine manufacturing facility on the Land with an initial minimum size of 100,000 square feet, and the valuation of the Facility, which shall include the vaccine manufacturing facility and may also include any expansions thereof on or other Improvements on the Land, as described in paragraph 21 hereof, shall be $30,000,000 by December 31, 2012. b. A schedule of current estimates for Tangible Personal Property is attached as Exhibit "C" hereto and made a part hereof for all purposes. c. LESSEE shall have (i) in 2011 a gross annual payroll of not less than $1,250,000.00 (inclusive of benefits and, for purposes of illustration, based upon 25 Employment Positions); (ii) in 2012 a gross annual payroll of not less than an additional $2,250,000.00 (inclusive of benefits and, for purposes of illustration, based upon the addition of 25 Employment Positions); and (iii) in 2013 a gross annual payroll of not less than an, additional $2,500,000.00 (inclusive of benefits, and, for purposes of illustration, based upon the addition of fifty (50) Employment Positions). Such payroll shall be maintained at the year three (3) level through the remainder of term of this Agreement. 13. LESSEE agrees that the site plan, exterior design drawings, specifications and materials (hereinafter referred to as "Plans ") for the improvements will be submitted to COUNTY for review, which Plans shall be incorporated herein for all purposes. An official set of Plans will be designated by the LESSEE and kept on file with the COUNTY. US 264899v.7 Vol_ 130, pg. a 14. LESSEE agrees to occupy the Improvements (except as otherwise permitted under Paragraph 33 hereof) and locate Tangible Personal Property on the Premises. Nothing in this Agreement shall obligate LESSEE to construct the Improvements on the Land, nor obligate Lessee to occupy the Improvements, and/or to locate Tangible Personal Property on the Premises but said actions are a condition precedent to tax abatement pursuant to this Agreement. 15. LESSEE shall keep the Premises insured against loss or damage by fire or any other casualty at full replacement value by purchasing insurance. LESSEE shall annually famish the COUNTY's Risk Manager with a certificate of insurance, evidencing such coverage. 16. LESSEE shall submit written notice to COUNTY within ninety (90) days after the Premises are materially damaged by fire or any other casualty. The notice shall either set forth the dates LESSEE will commence and complete the repair, remodeling or renovation of the damaged Premises or state that LESSEE will not undertake such repair, remodeling or renovation. If LESSEE notifies COUNTY that it will not undertake repair, remodeling or renovation of the damaged Premises, or if LESSEE fails to complete the repair, remodeling or renovation by the completion date set forth in LESSEE's notice to COUNTY, then COUNTY shall terminate this Agreement and COUNTY shall recapture from LESSEE all property tax revenue COUNTY has lost as a result of this Agreement as required by §312.205(a)(4), Texas Property Tax Code. 17. LESSEE agrees to provide COUNTY and its designees access to the Premises during regular business hours throughout the term of this Agreement for the purposes of inspection and examination of books, records, construction, workmanship, materials, and installations to determine that LESSEE has complied with any requirement of this Agreement to inspect the 0 US 264899v.7 Vol. 13 A pg. /--- as Improvements at reasonable times and with reasonable notice to LESSEE, and in accordance with LESSEE'S visitor access and security policies. 18. LESSEE agrees that COUNTY assumes no liability or responsibility by approving plans, issuing building permits or making inspections in the event there is a defect in the improvements constructed on the Premises. The relationship between COUNTY, LESSEE, and any taxing unit shall not be deemed to be a partnership or joint venture for purposes of this Agreement. 19. LESSEE shall indemnify, hold harmless and defend COUNTY, its employees, officials, and agents from and against any and all obligations, claims, suits, demands and liability or alleged liability, including costs of suit, attorney's fees, damages, judgments, or settlements and related expenses arising in any manner from LESSEE's construction, use and operation of the Premises, provided, however, that LESSEE shall not be required to indemnify and hold COUNTY harmless for injury or harm caused by COUNTY's negligence or willful misconduct, that is not protected by governmental immunity, on or with respect to the Premises. 20. LESSEE agrees to pay all ad valorem taxes and assessments (except as abated pursuant to this Agreement or otherwise exempt) owed to COUNTY prior to such taxes and/or, assessments becoming delinquent. LESSEE shall have the right to protest in good faith the validity or application of any such appraisal or assessment and shall not be considered in default hereunder so long as such protest is timely and diligently pursued to completion in accordance with Texas law. In the event that LESSEE protests such appraisal or assessment, all uncontested taxes shall be promptly paid to COUNTY prior to delinquency. If LESSEE undertakes any such protest, it shall notify COUNTY and keep COUNTY apprised of the status of such protest. Should LESSEE be unsuccessful in any such protest, LESSEE shall promptly pay all taxes, penalties and interest resulting therefrom. 0 US 264899v.7 Vol. 13Q Pg. ).23 CONSTRUCTION OF THE IMPROVEMENTS 21. As a condition precedent to the initiation of tax abatement pursuant to this Agreement, LESSEE will diligently and faithfully, in good and workmanlike manner, and pursue the completion of the contemplated Improvements on or before May 1, 2011 as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in ,accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof); provided, that LESSEE shall have such additional time to complete and maintain the Improvements as may be required in the event of "Force Majeure, ' if LESSEE is diligently and faithfully pursuing completion of the Improvements. For the purposes of this Agreement, the term "Force Majeure" shall mean any contingency or cause beyond the reasonable control of LESSEE including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of LESSEE), fires, explosions or floods, strikes, slowdowns or work stoppages. 22. LESSEE agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof) and to comply with all deed restrictions. LESSEE agrees that the Improvements shall be used to support pharmaceutical, medical, biotechnological, scientific and other similar research and development, and the commercialization thereof, including without limitation ancillary facilities that are complementary, supportive, related and/or incidental in nature to such enterprises such as laboratory space, indoor /outdoor greenhouses, processing facilities, finishing facilities, storage and/or distribution facilities, administrative offices, office buildings, manufacturing facilities and facilities used in the assembly, storage, staging and construction of 10 US 264899v.7 v o l. 13 a pg. 1 014 G -Con modular clean rooms for the term of this Agreement. Without limiting the generality of the foregoing, the research, development, manufacture, storage and distribution of vaccines shall be permitted uses hereunder. 23. The COUNTY, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to LESSEE, and in accordance with LESSEE'S visitor access and security policies, in order to ensure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). GENERAL. REQUIREMENTS 24. Site plans for the Improvements constructed on the Land will be filed with the COUNTY, which shall be deemed incorporated by reference herein and made a part hereof for all purposes. 25. After completion of the Improvements, LESSEE shall certify in writing to the COUNTY the construction cost of the Improvements and provide copies of construction cost summaries or draw requests submitted by the general contractor and approved by LESSEE with such certification made in accordance with Exhibit "D" as attached hereto. 26. LESSEE shall, prior to May 1 of each calendar year, annually certify in writing to the COUNTY's Budget Officer that it is in compliance with the Agreement. 27, The Premises shall be used in the manner that is consistent with the general purposes of encouraging development or redevelopment within the Zone. 28. LESSEE agrees to continuously occupy the Improvements for a period of TEN (10) years commencing the First Year of Abatement, except as otherwise permitted under Paragraph 33 hereof. 11 US 264899v.7 Vol. 1 p /,as DEFAULT: RECAPTURE OF ABATED TAX 29. . In the event LESSEE (i) fails to complete the Improvements in accordance with this Agreement; (ii) has delinquent ad valorem or sales taxes owed to the COUNTY (provided such party retains its right to timely and properly protest such taxes or assessment); (iii) has an "Event of Bankruptcy or Insolvency"; or (iv) breaches any of the terms and conditions of this Agreement, then such party, after the expiration of the notice and cure periods described below, shall be in default of this Agreement (the "Defaulting party"). As liquidated damages in the event of such default, the LESSEE shall, within thirty (30) days after demand, pay to the COUNTY all taxes which otherwise would have been paid to the COUNTY without benefit of a tax abatement with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the LESSEE, their respective successors and assigns and shall constitute a tax lien on the Facility, as the case may be, shall become due, owing and shall be paid to the COUNTY within thirty (30) days after termination. For the purposes of this Agreement the term " Event of Bankruptcy or Insolvency" shall mean that (i) LESSEE, on a consolidated basis, admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, or commences any Insolvency Proceeding (as hereinafter defined) with respect to itself, (ii) any involuntary Insolvency Proceeding is commenced or filed against LESSEE or any of its material subsidiaries, and any such proceeding or petition shall not be dismissed within one hundred twenty (120) days after commencement or filing; or (iii) LESSEE or any of its material subsidiaries acquiesces in the appointment of a receiver, trustee, custodian, conservator, 12 US 264899v.7 I Vol. 13 ` Pg• l a liquidator, mortgagee in possession (or agent therefor), or other similar person for itself or a substantial portion of its property or business (such subsidiaries must be in existence as of the date of this Agreement). "Insolvency Proceeding" means (a) any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding -up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under U.S. Federal, state or foreign law, including the United States Bankruptcy Code. 30. Upon breach by LESSEE of any obligations under this Agreement, the COUNTY shall notify the LESSEE in writing. LESSEE shall have thirty (30) days from receipt of the notice in which to cure any such breach. If the breach cannot reasonably be cured within a thirty (30) day period, and the LESSEE has diligently pursued such remedies as shall be reasonably necessary to cure such breach, then the COUNTY may extend the period in which the breach must be cured. ANNUAL APPLICATION FOR EXEMPTION• RENDITION 31. It shall be the responsibility of the LESSEE, pursuant to the Tax Code, to file annually the Application for Property Tax Abatement Exemption, the current form of which is attached hereto as Exhibit "E ", which the eligible taxable property has situs. A copy of the exemption application shall upon written request be submitted to the COUNTY. 32. LESSEE shall annually render the value of the Improvements and the Tangible Personal Property to the Appraisal District and upon written request provide a copy of the same to the COUNTY. 13 US 2W99v.7 Vol. 13Q p g . 1,P7 SUCCESSOR AND ASSIGNS 33. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. LESSEE shall not assign this Agreement without the written approval of the Brazos County Commissioners Court. Consent to an assignment to a subsidiary or affiliate company of LESSEE shall not be unreasonably withheld. If LESSEE assigns this Agreement without written approval of the Brazos County Commissioners Court, this Agreement shall terminate immediately and the partial abatement of taxes on personal property and equipment provided for herein shall cease from the date such unauthorized assignment occurred. MISCELLANEOUS 34. Severability If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective while this Agreement is in effect, such provision shall be automatically deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such deleted provision, there shall be added as part of this Agreement a provision that is legal, valid and enforceable and that is as similar as possible in terms and substance as possible to the deleted provision. 35. Texas law to apply This Agreement shall be construed under and in accordance with the laws of the State of Texas and the obligations of the parties created hereunder are performable by the parties in BRAZOS COUNTY, Texas. Venue for any litigation arising under this Agreement shall be in a court of appropriate jurisdiction in Brazos County, Texas. 14 US 264899v.7 Vol 1 3a P9 't a 9 36. Sole Agreement. This Agreement constitutes the sole and only Agreement of the Parties hereto respecting the subject matter covered by this Agreement, and supersedes any prior understandings or written or oral agreements between the parties. 37. Amendments No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing and dated subsequent to the date hereof and duly executed by the parties hereto. 38. Rights and Remedies Cumulative The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any and all other legal remedies. Said rights and remedies are provided in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 39. No Waiver COUNTY's failure to take action to enforce this Agreement in the event of LESSEE's default or breach of any covenant, condition, or stipulation herein on one occasion shall not be treated as a waiver and shall not prevent COUNTY from taking action to enforce this Agreement on subsequent occasions. 40. Notices COUNTY and LESSEE hereby designate the following individuals to receive any notices required to be submitted pursuant to the terms of this Agreement: COUNTY Brazos County 200 So. Texas Ave. Bryan, Texas 77803 LESSEE G -Con, LLC Texas BioProperties, LP GreenVax, LLC G -Con Manufacturing, LLC 1700 Pacific Avenue, Suite 1100 Dallas, Texas 75201 -7307 41 Recordation of Agreement. A certified copy of this Agreement shall be recorded in the Deed Records of Brazos County, Texas. 15 US 264899v.7 - Vol 3a P& ► 99 42. Incororation of Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 43. Incorporation of Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 44. Duplicate Originals. The parties hereto have executed this Agreement in duplicate originals, each of equal dignity. Each party has stated the execution date below the signature of its authorized representative. If the parties sign this Agreement on different dates, the later date shall be the effective date of this Agreement for all purposes. (Signature page follows) Vol. 139 P g . — 130 16 US 264899v.7 In witness whereof the parties have executed this Agreement to be effective as of the date of the last party's execution. Sims, County Judge Date: / 3/(X -- &2 APPROVED AS TO FORM Tin n Ming, Civ Division Counsel G-CON, LLC (a Texas limited lia�ty company) By: Name: Title: Date: TEXAS BIOPROPERTIES, LP By: Texas BioProperties GP, LLC, its general partner (a Texas limited liability company) By: Name: Title: Date: GREENVAX, LLC (a Texas limited lXility company) By: Name: Title: Date: GCON MANUFACTURING, LLC (a Texas limited lia ' ity company) By. Name: D r j✓» 0 S iip RN FNV Title: V I C-E 3fi&ESi a E Date: 17 US 264899v.7 Vo pg 1 3 1 EXHIBIT "A" PROPERTY DESCRIPTION t , 1, k d' , , `�. M US 264899v.7 Vol. gas P& ) FIELD NOTES 21.401 ACRES OUT OF THE BRYAN COMMERCE AND DEVELOPMENT, INC. CALLED 417.85 ACRE TRACT VOLUME 4023, PAGE 91 J. H. JONES SURVEY, A = 26 BRYAN, BRAZOS COUNTY, TEXAS OCTOBER 26, 2009 All that certain lot, tract or parcel of land being 21.401 Acres situated in the J. H. JONES SURVEY, Abstract No. 26, Brazos County, Texas, and being a part of that certain Called 417.85 acre tract as described in deed from Cashion Family Limited Partnership et al to Bryan Commerce and Development, Inc. of record in Volume 4023, Page 91, said 21.401 acre tract being more particularly described by metes and bounds as follows: BEGINNING at a 112" Iron Rod with Cap set in the southwest right -of -way line of South Traditions Drive as described in Volume 9267, Page 132 for the most northerly comer, a 1/2" Iron Rod found for the most northerly comer of said Called 417.85 Acre tract bears N 12 " 51 ' 52 " E a distance of 3912.27 feet; THENCE S 51 " 09'57 " E, along the southerly Right -of -Way line of said South Traditions Drive a distance of 125.17 feet to a 1/2" Iron Rod with Cap set for point of curvature; THENCE continuing along the southerly right-of -Way line of said South Traditions Drive around a curve in a counterclockwise direction having a delta angle of 40 ° 38' 12 ", an arc distance of 425.55 feet, a radius of 600.00 feet, and a chord of S 71 " 29'03 " E, a distance of 416.68 feet to a 112" Iron Rod with Cap set for the northeast corner; THENCE S 1 ° 48'09 " E, a distance of 221.86 feet to a 1/2" Iron Rod with Cap set for angle point; THENCE S 48 ° 08' 12 " E, a distance of 429.28 feet to a 112" Iron Rod with Cap set for the most easterly corner, said corner being located in the southeast City of Bryan City Limits Line as per deed described in Volume 3481, Page 81; THENCE S 41 " 51 '48 " W, along the City Limits Line a distance of 464.43 feet to a 1/2" Iron Rod with Cap set for a point of curvature; THENCE around a curve in a clockwise direction having a delta angle of 31 " 10' 07 ", an arc distance of 401.19 feet, a radius of 737.50 feet, and a chord of S 57 " 26' 51 "W, a distance of 396.27 feet to a 1/2" Iron Rod with Cap set for the most southerly corner, THENCE N 47 ° 19'28 " W, a distance of 981.81 feet to a 1/2" Iron Rod with Cap set in the southeast line of said Called 198.0559 acre tract, a Y2" Iron Rod with Cap found for the most southerly comer of said Called 198.0559 Acre Tract bears S 41 " 44'03 " W a distance of 1412.75 feet; THENCE N 41 " 44' 03 " E, along the southeast line of said Called 198.0559 acre Tract a distance of 820.95 feet to the PLACE OF BEGINNING AND CONTAINING AN AREA OF 21.401 ACRES OF LAND MORE OR LESS, according to a survey performed on October 26, 2009 under the supervision of H. Curtis Strong, registered Professional Land Surveyor No. 4961. North Orientation is based on rotating the north line of 21.401 acre tract to Grid North by utilizing GPS Methods. See accompanying plat for other inforrRation. Vol. 13 a EXHIBIT "B" SITE PLAN 19 US 264899v.7 V 11 3a Pg. 1 3 4 1 j 1 1 t M .� •. AA 1 y it i 1 , 1 � 111,1 s ' A . o 19 US 264899v.7 V 11 3a Pg. 1 3 4 TEXAS A B M UNIVERSITY SYSTEM CALLED 198.0559 Ac. 7989/209 l]22 Blwdm6ar, Shire 705 S TRONG B T. nBO2 Phpylc (999) ]]69836 L URVEYING F. (99) Ts7 Do96 erTMk Csrtlndt, 314 yAg.Eam GENERAL NOTES: NORTH ORIENTATION IS BASED ON ROTATING THE NORTH LINE ALONG SOUTH TRADITIONS DRIVE TO GRID NORTH BY UTILIZING GPS METHODS. 1 12 IRON ROD SET AT ALL CORNERS. THIS SURVEY WAS PREPARED WITHOUT THE BENEFIT OF AN ABSTRACT OF TITLE OR RESEARCH BY STRONG SURVEYING, ANY EASEMENTS SHOWN ARE BASED ON THE TITLE REPORT PREPARED BY AGWELAND TITLE COMPANY OF N0. 25996 EE ACCOMPANYING FIELD NOTE DESCRIPTION FOR OTHER INFORMATION. J� 1 / N 11 IN - N6].]6' 1° -5 5 1'2 —MMdnl a �? R.600.OW N2414 VW O weNe2..�rJ,1j -f A,_ . Y \ LC. T W CB�Sy260eV9! / PoI. 4f .. Fee. I/1' eon ROa 8 01, al Bqm 10' P.D.E. 1225111.11 ' 4 Ebl and Gavel Leads flew fi 313 .. Access Eaml. 14023,1611 4 v` P FILE A.E. 21.401 ACRES II BRYAN COMMERCE AND DEVELOPMENT INC. CALLED 56.217 Ac 7878/273 TITLE COMMITMENT EASEMENTS: • Us Posed, Water Supply Corp, Woler Line Eapemenl N 5561205 do's .'let' Ina parent rr al 241 A[, ctn... w e6eve 9reund evidence °1 INV scoter Ilne was loons. • Us Ferpueon 9w l,,m PlpNne -Mt. F 2394/244 sees —t doper, 1. ollecl INe Nrcl. CI The Casnun Forest Lost PorineONO Ethereal N 402UFSO s°.. her °poser I. alien his ow. of The Mineral pevaear.m Easement In 4023 /1/31' does oppew 1° .111 mu v°n. el TM MNerol 0.velapreel Em .... I in 4023/58 don ... doPar 1° .tied tags 11.1. It The Right-OI.Way Eos.rad l to IM City of Bryan M 4268/46 ..es no oDpea 10 eN..1 INS n.cl. 91 To. sort... INe A9leemenl N 421'91211 days oppem to ollecl IN. Nacl. nl The ETC Tom Plpdoll LTD Eonmenl in 5115/238 awe nay epww la ollecl INS Trod as her E.PiAll - A - M 131' Wild olth°uth 11 Is r m.nd.e lI T,... In. pip... sudo.a to ..14,1X,1. De _' towline. 11 The city of Bryan PuMIC OOOty E—M-1 In 9261'1166 aan oppeor to aR.d w. lmcl. UP The Wa ver of Surlme use In 4023/138 don coupe./ 1° .N..1 1M, 11 -1. I, H. 6urlis Strong, Registered Pmlesslonol Lana SurveYor No. 4961, do harsh, c.ril, Inal this plot represent. the esuev at o n u n No ground survey and is Prue and correct to Ine heal .1 MY ]nowleEte. as H. Curtis Strong, RPLS 4961 E... , Trmeln pb.fn. 6 6W5r46 W - 14MM- S Dr4T09 E - 221.86' � i . p a4i ?O j '4P p i j 1P 0 5 e BRYAN COMMERCE AND DEVELOPMENT INC. CALLED 417 .85 AC. 4023/91 \ R.79.60 NN-io or 1,.601.19' T °205.70' LCe 396.27 CB•9 5126"y W IN BOUNDARY SURVEY of 21.401 ACRES OUT OF THE BRYAN COMMERCE AND DEVELOPMENT, INC- CALLED 417.85 ACRE TRACT VOLUME 4023, PAGE 91 J. K JONES SURVEY, A - 26 BRYAN. BRAZOS COUNW, TEXAS SCALEImQ ' OCTOBER 24 2009 EXHIBIT "C" SCHEDULE OF EQUIPMENT AND PERSONAL PROPERTY p ,f , .r a� Yy � w.nw .M �P YY4 , t 2 0 US 264899v.7 Vol. 13 a Pg. 13! EXHIBIT "C" PROPOSED PERSONAL PROPERTY AND EQUIPMENT SCHEDULE The attached list of proposed personal property and equipment is preliminary and subject to change in Lessee's sole discretion. Lessee has no obligation to acquire any of the materials listed on the attached schedule. C -1 US 257977v.1 vot. Materials & Equipment Detail GMP EQUIPMENT & SYSTEMS COSTS 1kg Grow Semi - Automatic Growing Systems and Materials Handling $3,464,500 Hydroponic Growing Trays $753,000 Underground return channel for return water irrigation $75,000 G -Con PODVax Production Module Systems $9,840,000 Vaccine Process Equipment $7,348,707 Waste Removal, Specialized Carts $75,000 Corridor system with multiple module interface $205,000 Liquid Nitrogen piping vacuum insulated tubing and fittings $58,000 Process piping $138,200 Bag In /Bag Out $42,059 Two H202 robot $143,700 Pump to Fermentors and valve train for level maintenance $15,100 Strahmann stations $9,600 Total GMP Equipment & Systems Costs $22,167,866 GMP MATERIALS 1kg Grow Specialized Floor Finishes $303,050 Specialized Wall Finishes $642,600 Consumables & Supplies $377,500 Total GMP Materials $1,323,150 C -2 US 257977v.1 voi. 13a Pg. ) 3F NATIONAL CENTER FOR PLANT EXPRESSED VACCINES Process Equipment Category Description Price Compressed Air - Process Screw Compressor /centrifugal compressor $ 105,000 Piping $ 45,000 Liquid Nitrogen Liquid Nitrogen Tank Farm $ 114,000 Liquid Nitrogen Piping $ 87,000 Cryo Storage Liquid Nitrogen Storage Tank - Large (3) $ 64,880 Liquid Nitrogen Storage Tank - Medium (3) $ 32,440 Freezer -80 °C (11) $ 98,659 Agro Production 300 Liter Fennentor $ 280,000 50 Liter Fennentor $ 200,000 Cell Suspension Transfer Tank — Agitated $ 23,790 Seed Production & Racks for Seed Production $ 48,661 Planting Needle Seeding Line $ 86,508 Transfer Racks for Room Loading $ 91,914 Watering Systems Reverse Osmosis System $ 110,000 Water For Injection Loop $ 180,000 Clean Steam Generator $ 200,000 Infiltration Shuttle Infiltrator with Controllers $ 325,400 Vacuum Pumps and Accumulators $ 81,101 Harvest Systems Harvester /Cutter $ 216,269 Weigh Belt Feeder $ 25,000 Homogenization/Extraction 2 Reitz Disintegrators - 20hp $ 70,000 Reitz Press 12 $ 150,000 Clarification Disk Stack Centrifuge - 30hp $ 375,000 Depth Filter $ 37,847 C -3 US 257977v.1 voi. 13;) . Pg. 13� NATIONAL CENTER FOR PLANT EXPRESSED VACCINES Process Equipment Chromatography Stedim Buffer System - Disposable $ 43,254 Multiple Disposable Transfer Tanks $ 108,134 AxiChrom 40 chromatography columns (3) $ 473,643 UF/DF Skid - 100,000 MWCO $ 315,190 Anion exchange chromatography skid $ 288.180 Hydrophobic- interaction chromatography skid $ 288,180 Nickel column chromatography skid $ 243,697 OF /DF Skid - 1,000 MWCO. $ 222,489 OF /DF skid for final concentration $ 207,909 IQ /OQ & Factory Testing $ 147,725 Aseptic Fill/Cap Fill System and labeler (M &O Perry) $ 245,000 Automatic labeller $ 100,000 Validated Labeling System $ 2 QA Laboratory Biosafety Cabinet (2) $ 17,710 -80 UltraFreezer $ 7,658 Micro Hood $ 8,855 Fume Hood $ 8,535 gPCR 384 Well Thermo Cycler (2) $ 12,670 Corbett Robot $ 56,332 Incubators Stacked (10) $ 53,960 Autoclave $ 10,369 -20° Freezer (2) $ 9 Binocular microscope (2) $ 8 Cell Counter $ 4,325 Centrifuge RC3C $ 42,183 PH Conductivity Meters (2) $ 4,907 Mettler Top Loading Balance $ 1,751 Lasair Particle Counter $ 8,300 Fixture Allowance 5k sgft ($13 per sq ft) $ 64,881 HPLC / GCMS $ 118,953 Waste Treatment Tray Washer $ 80,000 Autoclave - Medium $ 220,000 Wet Heat Inactivation Oven for Rockwool $ 75,000 Tray Disassembly Equipment/Area $ 180,000 BioDeactivation System $ 50,000 Furniture Fixtures & Laboratory FF &E (3,105 sq ft. x $26 per sq ft) $ 80,730 Equipment Bulk Vials System Packaging System for Bulk Vials $ 50,000 Metrology & Data Systems Metrology Data System $ 126,213 IT Systems - Server $ 52,551 IT Systems - Storage Area Network (SAN) $ 84,189 IT Systems - Upstream $ 14,085 IT Systems - Downstream $ 15,131 IT Systems - Labs, QA $ 17,037 Humidity & Temperature Control supplier system $ 129,761 Process Equipment Total $ 7,348,707 C-4 US 257977v.1 1L- 13 ' Vol. P NATIONAL CENTER FOR PLANT EXPRESSED VACCINES Process Equipment Category Description Pr ice Semi - Automated 5,020 Growing Systems Hydroponic Growing Trays — 48 "x48" PODVax Systems Flow Rack System for Grow Room 1 and 2 $ 756,000 Flow Rack System for Post Infiltration Room 1 and 2 $ 378,000 Fixed Racking for Sprouting Room $ 42,000 Conveyors Handling for Grow Room 1 and 2 $ 412,800 Conveyors Handling for Post Infiltration Room 1 and 2 $ 412,800 Growing Lamps and Controls for Grow Room 1 $ 453,600 Growing Lamps and Controls for Post Infiltration Room 1 $ 226,800 Hydroponic Watering System for Grow Room 1 $ 126,000 Hydroponic Watering System for Post Infiltration Room 1 $ 63,000 Conveyors to Infiltration Area $ 169,200 Conveyors to Harvest Area $ 67,800 Sideloaders for Grow Rooms $ 110,000 Sideloader for Post Infiltration Rooms $ 110,000 Lift $ 22,500 ForkTruck for Seeding and Grow Room Areas $ 38,000 ForkTruck for Tray Wash Area $ 38,000 ForkTruck Tray Receiving Area $ 38,000 Materials Handling Systems Core TOTAL $ 3,464,500 HydroGrow Trays 48 "x48" Hydroponic Growing Trays TOTAL Six PODVax 4218 Validated ISO 5 GMP Production Modules PODVax Systems TOTAL C -5 US 257977v.1 Vol. 3 ;L� P 1 4 1 1 5,020 $ 753,000 $ 753,000 $ 9,840,000 $ 9,840,000 EXHIBIT "D" STATEMENT OF COMPLIANCE WITH AGREEMENT FOR COMMERCIAL - INDUSTRIAL TAX ABATEMENT WITH G -CON, LLC CORPORATION IN BRAZOS COUNTY REINVESTMENT ZONE NUMBER TWENTY NINE (29) THE STATE OF TEXAS § COUNTY OF BRAZOS § ( "LESSEE ") hereby certifies any improvements on the Property, as called for in the above referenced Agreement, have been completed and constructed in every material respect pursuant to said Agreement. Owner further certifies that they have complied with every applicable material term of said Agreement. Signed this day of BY: ITS: ME Any above - described improvements have been accepted by the Brazos County, Texas as having been constructed in compliance with the above referenced Agreement, and that pursuant to said Agreement the partial exemption$om taxation shall commence on January 1, ME continuing through the year ,, which will be the last year that the property will be entitled to exemption from taxation in accordance with this Agreement, and that the taxable value of the Premises for such period of time shall be the taxable value as finally determined, following any applicable contests and appeals, by the Brazos County Appraisal District on January l of each year of the term of the Agreement. Signed this day of ATTEST: Brazos County Clerk 2. BRAZOS COUNTY, TEXAS I� Brazos County Judge 21 US 264899v.7 Vol. 13 2 P& i q g EXHIBIT "E" APPLICATION FOR PROPERTY TAX ABATEMENT EXEMPTION 22 US 264899v.7 Vol. 13A Pg. i. °I 3 .: I 11.29 (12119) nu1e�9dt51 YEAR APPLICATION FOR PROPERTY TAX ABATEMENT EXEMPTION Appraisal district name Phw1e tea code and numbed Address This application covers property you owned on January 1 of this year. You must file the completed application between January f and April 30 of this year. Be sure to attach any additional documents requested. You must apply for this exemption every year it will not be automatically renewed. Step 1: Owner's name Owner's name and Present malting address address City, state, ZIP Code Phone (area code and numbed Name of person preparing this application Driver's License, Personal I.D. Certificate, or Title Social Security Nmber': Type of owner E] Individual 0 Association ❑Corporation ❑ Nonprofit corporation ❑Leasehold Step 2: Legal description Describe the property Appraisal district accmmt number (Optionap N you applied Please list the taxing units that have agreed to abate your taxes and attach copies of the abatement agreement for each unit. last year and nothing has changed, and /or your agreements) were not Are the terms and duration of each taxing unit's agreement different or identical? modified, skip ❑ Different ❑ Identical this step and Stop 3. Sign in If different, please copy this form for each taxing unit and complete Step 2 for each unit. in the area where you listed the the renewal taxing units, please circle the taxing unit that you are summarizing. .section below. If identical, please describe the nature of the abatement agreements for this year by completing the following: ff you complete ❑ Lump sum exemption of $ Step 2 with ❑ Percentage exemption of % - attachments, return to this ❑ Other (Attach a statement describing the method or calculating abatement. Give dollar value to be exempted this year.) Yes ❑ No ❑ original page Does the agreement abate taxes on personal property? ............... ............................... to complete Yes ❑ No ❑ Step $ Are you in compliance with the agreement? .................................. ............................... attach a statement explaining the reason for non- complance. By signing this application, you certify that this information is true and correct to the best of your knowledge and belief. Step 3: Sign and Authorized signature Date date the here here application behalf of (name of organization) Idle I certify that the information given In the application filed for _ Is still true and correct to the best of my knowledge and RENEWAL belief. of existing Authorized signature pate exemption sign here On behalf of (name Of organizatim) Ted H you make a false statement on this application, you could be found guilty of a Class A misdemeanor or a state jail felony under Texas Penal Code Section 37.70. Mu are required to give us this tnformalion on this form, in oldw to pedorm Wx related functions for Mrs Office. Section 11.43 of the Tan Code auModzes this office to mquesr this information to determine tax compfencts The chief epprerswis required to keep the information confiitlential and not open to plc Wspectionk except to appreiml office employees who appraise property and w authorized by Section 11.481b). Tax Code. Vol. 1 3 a p �'� L73a'se PneTing PFtG1POSAL `, xerox Presented to Brazos County I Adult Probation By Celina Schultz On 211812010 Quote X04834 This lease will be governed by the terns and conditions of TPASS contract A 985 -L2 Negotiated Contract: 072453400 All imormalion in this proposal is considered confidential and is for the sole use of Brazos County I Adult Probation. If 1. MFP3635X (3635X MFP) you would like to acquire the solution described in this proposal, we would be happy to offer a Xerox order agreement. Pricing is subject to credit approval and is valid until 312012010. 1 SA7(g ICU ABANrEr i For any questions, please contact me at (979)2603377 - Carrier Defrvfinsial Lease Term: 4B months 212412010 - Analyst Services Purchase Option: FMV 2, SCNFLOSTR (SCANFLOwSTORE VERS6) - Scanflowstore V6.x License Lease Tenn: 48 months 212412010 - Analyst Services Purchase Option: FMV 1 � n}�4 72.66 1: Meter 1 1 -1,000 Included - Consumable Supplies hxWded fm all prints J�. rr 1,001. $0.0139 - Pricing Fixed for Term 92.62 NIA NIA NIA - Full Service Maintenance Included Pricing Fixed for Term 165.48 Minimum Payments (Excluding Applicable Taxes) All imormalion in this proposal is considered confidential and is for the sole use of Brazos County I Adult Probation. If - you would like to acquire the solution described in this proposal, we would be happy to offer a Xerox order agreement. Pricing is subject to credit approval and is valid until 312012010. 1 SA7(g ICU ABANrEr i For any questions, please contact me at (979)2603377 1 Vol. 13 a pg 145 Xerox 985 -L2 Lease Pricing Xerox WorkCentre 5675T (Mid Range 75 ppm digital copier Digital Copier with 4 Trays, Bypass Tray and DADF, W5675 Kit, Documentation Kit, Office Finisher & High Capacity Feeder (Required market codes: W5675T, OFC50FIN, 4KHCF) C Price includes 40,000 monthly impressions all excess prints at $.0039 each Monthly Base Commodity Codes: Equip Description /Qty $ 0.00 985 -13- 45001 -9 36 month term $ 310.36 985 -13- 45100 -9 - 48 month term $ 276.52 985 -13- 45200 -7 60 month term $ 256.41 985 -13- 45300 -5 Contract includes: xerox • delivery, & installation • all supplies, except paper & specialty hems V01. ! 3a P& W o Xerox 985 -L2 Lease Pricing Optional Catalog Accessories for Networked Xerox W5675 Xerox Vol. i 3a P& 110 rice Commodity Code: Copy/Print Controller: 36 month term $ 54.93 985 -13- 45121 -5 48 month term $ 43.56 985.13- 45221 -3 60 month term $ 36.79 985 -13- 45321 -1 COOy/Print/Scon Controller. 36 month term $ 79.12 985 -13- 45122 -3 985.13- 45222 48 month term $ 62.74 -1 60 month term $ 53.00 985.13. 45322.9 Professional Office Finisher. 36 month term $106.75 985 -13- 45123.1 48 month term $ 84.63 985.13. 45223 -9 60 month term $ 71.50 985 - 13-05323 -7 Embedded Fox 2 line with LAN fax: 36 month term $ 47.87 985 -13- 45127 -2 48 month term $ 37.95 985-13. 45227-0 60 month tens $ 32.06 985 - 13-45327.8 Common Access Card Enablement Kit: 36 month term $ 4.71 985.13- 45141.3 48 month tern $ 3.74 985-13 45241.1 _ 60 month lens $ 3.16 985 -13. 45341 -9 Convenience Stapler. 36 month term $ 5.32 965 -13- 45128-0 48 month tens $ 4.22 985.13. 45228 -8 60 month tens $ 3.56 985 -13 45328.6 Post Process Inserter for HI Vol Fin: 36 month term $ 35.57 985 -13- 45126.4 48 month term $ 28.21 985.13. 45226 -2 60 month tens $ 23.82 985.13- 45326 -0 Network Accounting: 36 month term $ 11.86 985 -13- 45129.8 48 month term $ 9.40 985 -13- 45229 -6 60 month term $ 7.94 985.13- 45329.4 Secure Access e/w w/HID 125KHz Reader: 36 month lean $ 33.73 985 -13- 45130 -6 48 month term $ 29.03 985 -13- 45230.4 60 month term $ 26.22 985 - 1345330 -2 Secure Access s/w w/Mag Stripe Reader: 36 month term $ 30.19 985 -13. 45131 -4 48 month term $ 26.01 985 -13- 45230 -2 60 month loam $ 23.52 985- 1345331 -0 Secure Access a/w w/MIFore Reader: 36 month term $ 33.73 985 -13. 45132 -2 48 month term $ 29.03 985 - 1345232 -0 60 month term $ 26.22 985 - 1345332 -8 Xerox Vol. i 3a P& 110 0 Xerox 985 -1-2 Lease Pricing Optional Catalog Accessories for Networked Xerox W5675 Commodity Code: 985 -13- 45133-0 985.13- 45223 -8 985 -13. 45333 -6 985 -13- 45134 -8 985 -13. 45234 -6 985- 1345334.4 985.13- 45135.5 985 -13- 45235.3 985 -13- 45335 -1 985 -13- 45136 -3 _ 985.13- 45236.1 985 -13.45 -336 -9 985 -13. 45137.1 985 -13- 45237 -9 985.13. 45337.7 985.13. 45138.9 985 -13- 45238.7 985.13. 45338.5 985 -13 -05139 -7 985 -13. 45239.5 985 -13. 45339 -3 985.13. 45120.7 985 -13- 45220 -5 985 -13- 45320.3 985 -13- 45124.9 985 -13- 45224 -7 985.13- 45234 -5 985 -13- 45125 -6 985 -13- 45225.4 985 -13- 45325 -2 995.13. 45142 -1 965 -13- 45242.9 985 -13- 45342 -7 985- 13.45111 -6 985 -13- 45211. 985.13.45311 -2 2 Xerox v Vol. i3a Pg. 10 Price Seen Upgrade: 36 month term $ 35.54 48 month tern $ 28.18 60 month term $ 23.60 Scan to PC Desktop PRO V9.0 - 25 Seats: 36 month term $ 57.29 48 month term $ 45.43 60 month term $ 38.37 Sean to PC Desktop V9.0 - 25 Seats: 36 month term $ 11.29 48 month term $ 8.94 60 month term $ 7.55 SMARTSEND 2.1: 36 month term $116.33 48 month term $ 98.44 60 month term $ 67.81 SMARTSEND PRO 2.1: 36 month term $239.78 48 month term $209.78 60 month term $191.96 Unicode Kit: 36 month term $ 7.08 48 month term $ 5.61 60 month term $ 4.74 USB Direct Connect: 36 month term $ 0.00 48 month term $ 0.00 60 month term $ 0.00 Xerox Copier Assistant: 36 month term $ 17.04 48 month term $ 13.51 60 month term $ 11.41 High Volume Flniaher: 36 month term $ 65.36 48 month term $ 51.81 60 month term $ 43.76 High Volume Finisher with Booklet Maker: 36 month term $133.79 48 month term $106.07 60 month tern $ 89.60 Color Scan Enable: 36 month term $ 13.04 y Ar 48 month term $ 10.34 60 month term $. 8.74 30 to 20 amp Conversion: 36 month term $ 0.00 48 month term $ 0.00 60 month term $ 0.00 Commodity Code: 985 -13- 45133-0 985.13- 45223 -8 985 -13. 45333 -6 985 -13- 45134 -8 985 -13. 45234 -6 985- 1345334.4 985.13- 45135.5 985 -13- 45235.3 985 -13- 45335 -1 985 -13- 45136 -3 _ 985.13- 45236.1 985 -13.45 -336 -9 985 -13. 45137.1 985 -13- 45237 -9 985.13. 45337.7 985.13. 45138.9 985 -13- 45238.7 985.13. 45338.5 985 -13 -05139 -7 985 -13. 45239.5 985 -13. 45339 -3 985.13. 45120.7 985 -13- 45220 -5 985 -13- 45320.3 985 -13- 45124.9 985 -13- 45224 -7 985.13- 45234 -5 985 -13- 45125 -6 985 -13- 45225.4 985 -13- 45325 -2 995.13. 45142 -1 965 -13- 45242.9 985 -13- 45342 -7 985- 13.45111 -6 985 -13- 45211. 985.13.45311 -2 2 Xerox v Vol. i3a Pg. 10 Xerox 985 -L2 Lease Pricing Accessories for Xerox W5675T plice Commodity Code: Embedded FOX 1 line with IAN fax: S 3.09 36 month term $ 20.60 Jft' 48 month term $16.34 60 month tam $ 13.80 Forelan Interface Devlce: $ 3.09 36 month term S 8.02 48 month tens S 4.77 60 month term S 4.03 256Mb Upgrade Kit: S 34.49 36 month term S 6.84 48 month tens $ 5.43 60 month tens S 4.58 Legal 2 -Hole Punch: 36 month term $ 3.09 48 month term S 2.46 60 month term $ 2.07 cn Trlfold for Booklet Maker Fln: 36 month term 5141.02 48 month lens $111.80 60 month term $ 94.45 985 - 13-4510" 985.13- 45209 -8 -A)k 985-13. 45309 -6 985.13- 45110 -9 985.13. 45210.6 98513-45310.4 985-13-45103 -3 985.1 &45204 -9 985-13- 45303.9 985.13- 45112-4 9WI3. 45212.2 _.. 985-13. 45312.0.. -. 985-1 3-45113 -2 985.13- 45213-0 985.13. 45313.8 3-Hole Punch Kit; 38 month tens S 3.09 **4B month term $ 2.46 60 month tam S 2.07 34Hole Punch for Hi Vol 6nlaher: $23.04 36 month term $ 3.09 48 month term $ 2.46 60 month term $ 2.07 A3 Short Edge Feed IUt: $ 4.50 36 month lens S 34.49 48 month term S 27.27 60 month term $ 23.04 Legal Short Edae Feed KIT 36 month term S 34.40 40 month tam $27.27 60 month tens $23.04 Envelope Insert Kit: 36 month term $ 6.84 48 month term $ 5.43 60 month tens $ 4.50 Con vonlence S491er / Shelf Kit; (tor standalone conag) 36 month term $ 9.79 48 month term $ 7.77 60 month term $ 6.55 98513. 45114.0 985-13- 45214 -8 98513 -45314 -6 985-13-45115 -7 985-13-45215-5 985-1 3-45315-3 985-13AS116 -5 98513. 45216.3 985-13. 45316 -1 985-1345117.3 985 -13. 45217 -1 98513- 45317 -9 985 -13. 45118 -1 985 -13. 45218 -9 985 -13. 45318 -7 985 - 13-45119 -9 985-13- 45219 -7 985-13-45319-5 xerox VoL A 3? ` v 149 Vol. 1 � Pg. 1 6 0 .y. .r "r 1 F • i. 1 I ' "r LAL �1 l Vol. 1 � Pg. 1 6 0 985 -L2- PHOTOCOPIER LEASE AND RENTAL 05/2009 THRU 08/2010 985 -L2 For Further information contact the Contract Management Team at (512) 463 -3034 or e-mail at tpass cmo @cpa.state.tx.us NOTE: The products listed are for the use by eligible State of Texas entities ONLY and are not for personal purchase or purchase by commercial entities. collapse all sections I expand all sections • O General Contract Information • Section 1 - CONTRACT INFORMATION • A. DESCRIPTION OF CONTRACT: 985 -L2 - LEASE AND RENTAL OF ._- __— ......._._.-._ --. _... DIGITAL... DUPLICATING----- ------ -- --- -- -' - ---.- • EQUIPMENT, MAINTENANCE AND SERVICE - INCLUDES ALL CONSUMABLES (TONER, • STAPLES, ETC.) EXCEPT PAPER. • B. TERM OF THE CONTRACT: April 9, 2009 through August 31, 2010 • RENEWAL OPTIONS: Four (4) one -year periods: • September 1, 2010 through August 31, 2011 • September 1, 2011 through August 31, 2012 • September 1, 2012 through August 31, 2013 • September 1, 2013 through August 31, 2014 • C. CONTRACT MANAGEMENT: • Questions concerning terms and conditions may be directed to the TPASS • Contract Management Office at: tpass cmo @cpa.state.tx.us • D. SPOT PURCHASE OPTION: NONE • E. CORE items are listed on this contract utilizing the 11 digit commodity • number. • CORE ITEM ORDERING PROCEDURES:Until such time as the contract is available through • TxSmartBuy, orders should be placed through Impala /TelNet /Vax system. • For customers who do not have access to the Impala /TelNet /Vax system for Vol. 13 , Pg. 151 on -line entry, please complete the Term Contract Purchase Requisition Form and for Cooperative Purchasing Members - Co -op Requisition Form which can be downloaded at the links below.: Procurement Forms Library - State Agencies /Higher Ed Forward form by e -mail to open.market @cpa.state.tx.us or fax to 512- 475 -0707 Coop Forms Library Cooperative Purchasing Members - Please forward the form by e -mail to coop @cpa.state.tx.us or by fax to 512- 936 -2667. NOTE for XEROX Orders: At the direction of the Xerox Representative, include _ _Clause No. 130 - Xerox Companies: Dahill Clause No. 131 - Xerox Companies: Denitech Clause No. 132 - Xerox companies: El Paso Triad F. CATALOG Items with associated pricing is provided through this contract and are provided on each Contractor's Catalog Listing. XEROX CATALOG CANON CATALOG Customers should consider consulting the Xerox and Canon sales representatives to determine individual requirements. Contact information can be located at the end of this contract. CATALOG ITEM ORDERING PROCEDURES: Until such time as the contrac is available through TxSmartBUy, orders for catalog items should be placed using the CPA Non - Automated Purchase Order form. a. CPA Contract No. - 985 -L2 b. NIGP Class /Item (5 Digit) per line item on the order c. Agencies other than "State of Texas Agencies" must include on the • purchase order the following statement: "This lease or rental will be • governed by the terms and conditions of TPASS contract #985 -L2 ". Vol. r3 A pg. 15 ) The Non - Automated purchase order form can be found at: • CPA NON - AUTOMATED PURCHASE ORDER • TxSmartBuy: When the contract is available through TxSmartBuy, the Catalog • Items must be processed through the TxSmartBuy System utilizing the "add _ quote" function. • G. DELIVERY SCHEDULE: • Contractor has 30 days after receipt of order (ARO) to make complete in -housE delivery, installation and set up of the equipment. • All deliveries shall be F.O.B. destination to the location(s) specified on _ • the purchase order. Unit pricing is inclusive of all freight; delivery /handling • fees; fuel su and any other applicable fees /charges. Each item or • delivery must be clearly marked with the complete destination address and the • purchase order number. Each delivery must be accompanied by a packing slip, • delivery ticket and install paperwork. • Hours of Delivery: Delivery will be made during the hours of 8:00 am to 5:00 pm • unless prior Customer approval for after -hours delivery has been obtained. • Contractor is encouraged to obtain the Customer's hours of operation at receipt of order. • Late Delivery Charge: The Customer may charge the Contractor a fee of $50.00 • per day per purchase order for deliveries past the 30 -day requirement, unless • the Customer agreed to an alternative delivery date. The Customer may deduct • any accumulated late delivery fees prior to payment of the invoice. Late fees • will not be assessed if the Contractor has obtained prior written approval • from the Customer for delivery, or if arrangements have been made with the • Contractor for a loaned copier with like technical abilities. • NOTE: A contractor providing equipment which does not meet all specifications Vol• _ Lj s, • and requirements does not constitute delivery, and the late fee will apply • until the Contractor delivers the equipment in full compliance with the • specifications and requirements to Customer's destination. • SPECIAL.NOTE FOR CANON: • Rigging charges will be based on actual quote at time of service for delivery • to locations /buildings which do not have easy access for bringing equipment • in and.which require special handling to get to installation point. Call the • Canon representative to obtain this quote. This will be added to the • TxSmartSuy order through the "add quote" process. • H..INSTALLATION AND TRAINING: • Equipment installation and the training of at least three (3) operators of a photocopier are included in the lease pricing and includes - ` — -- — —— in -house delivery, . _ • full installation and set -up. Training includes demonstrations and instructions • 1 on the proper operation of the equipment. The Contractor shall provide a • factory trained representative to sufficiently and adequately train personnel • in the use of the equipment, as needed by Customers. The Contractor shall • coordinate training dates with the Customer. • The Contractor shall provide additional training sessions upon request of the • Customer, at no charge. • After installation, the Contractor is responsible for removal of all waste • packaging materials. • I. LEASE OPTION: • TERM OF LEASE: A lease may consist of initial new placement orders or renewal orders of units • initially installed under the Contract. Three (3) months prior to expiration • of lease, the Contractor must provide the Customer with options to upgrade • the equipment. • • 1. 36 Month Lease: A 36 consecutive month equipment plan that is not a lease vol. I3� Pg. • purchase plan which shall terminate on the ending date of the 36 month period. • No termination notice shall be required by either party if the full lease • period is uninterrupted. • 2. 48 Month Lease: A 48 consecutive month equipment plan that is not lease • purchase plan which shall terminate on the ending date of the 48 month period • No termination notice shall be required by either party if the full lease • period is uninterrupted. • 3. 60 Month Lease: A 60 consecutive month equipment plan that is not a lease • purchase plan which shall terminate on the ending date of the 60 month period. • No termination notice shall be required by either party if the full lease • period is uninterrupted. • J LEASE CANCELLATION /TERMINATION: • Customers may cancel any part of the lease for cause under any one of the • following circumstances and must provide the Contractor with a written notice • 60 days in advance: • 1. The Contractor fails to make delivery of equipment or services as specifiED • in the Contract. • • 2. The Contractor fails to perform any of the provisions of the Contract. • 3. Equipment fails to perform as represented by the Contractor. • 4. The loss of continued appropriation of funds. If funding is not appropriated • for any payments under the Contract, the Customer shall notify the Contractor • in writing and the payment obligations under the Contract shall terminate • and the equipment returned to the Contractor as of the date that the funding • expires. The Contractor shall remove the equipment at no additional charge. • If cancellation should occur under this section, the Contractor shall refund • in full any unused portion of the prepaid lease payment beginning on the Vol. 13 A Pg 155 • effective date of the cancellation. • K. LEASE EXPIRATION /RENEWAL: • 1. Leases shall terminate upon completion of the specified lease term and • be defined by the Customer's written statement of acceptance date. • 2. Upon the conclusion of the 36, 48, or 60, month lease, the Customer must • take action to have the equipment removed by providing the Contractor a • 30 day written notice prior to the end of the lease period. • 3. Upon mutual agreement with the Contractor, the Customer shall have the • option to continue the lease of the equipment for the same term and rate • as ehe curry lease by providing a� 0 — day written notice prior to the • end of the lease period provided the following conditions are met: • a. Prices are equal to or below that specified for like equipment availabLE • on CPA State Contract. • b. Terms and conditions of the extension must be identical as those of • the initial lease. • c. Customer may extend lease up to the term of the initial lease period. • During the extended lease, the Customer may cancel, without cause or • penalty, upon 60 days written notice to the Contractor. • d. The Customer will not pay installation or removal charges. Any such • charges are included in the unit pricing. It is the sole responsibility ' • of the Contractor to install and remove the equipment from the premises. • Equipment must be removed within fourteen (14) calendar days. The • Customer will not be responsible for any damages after this time period. • L. RENTAL OPTION: • In addition to all leasing terms and conditions in this contract, a Rental • option is available. V l3 P45. ►_ 5__ • • • • • Rentals may consist of initial new placement orders or renewal orders of units initially installed under this contract. Terms apply only to equipment acquired under the price schedule. The rental price schedule is for any period up to 36 month term. M. RENTAL TERMINATION /CANCELLATION: . The rental agreement can be cancelled, without penalty, with 30 days written notice. Any part of the rental may be cancelled for cause under any of the following circumstances: 1. The Contractor fails to make delivery of goods or services as specified i n this Contr 2. The Contractor fails to perform any of the provisions of this Contract 3. Equipment fails to perform as represented by the Contractor. 4. The loss of continued appropriation of funds. If funding is not appropriated for any payments under the Contract, the Customer shall notify the Contractor in writing and the payment obligations under the Contract shall terminate and the equipment returned to the Contractor as of the date that the funding expires. The Contractor shall remove the equipment at no additional charge. If cancellation should occur, the Contractor shall refund, in full, any unused portion of the prepaid Rental payment. The CPA encourages customers not to misuse and /or abuse the 30 day cancellation. The CPA will make the sole determination of misuse and /or abuse. The customer will provide the Contractor a 30 day written notice that the equipment will not be renewed. N. CONVERTING RENTAL TO LEASE: VOL 13 ;k p 15-7 • • • • • Customers may coordinate with the Contractor to convert the rental equipment installed under this contract to a 36, 48 or 60 month lease at any time. If the lease option is exercised all lease pricing and terms will apply for the term selected: 36, 48 or 60 months. O. EQUIPMENT REMOVAL: After notification by Customer of cancellation, it is the Contractor's sole responsibility to properly prepare the equipment for removal and shipment from the Customer's location in accordance with the contract. The final removal.shall be coordinated with the Customer and completed within the 30 or 60 day cancellation period. P. ENVIRONMENTALL SENSITIVE PRODUCTS: All copiers are ENERGY STAR compliant and UL Certified. SECTION 2 - FINANCIAL MATTERS A. PURCHASE ORDERS, INVOICES AND ACCEPTANCE: Only purchase orders issued through the approved CPA purchasing system and as outlined in Section 1(E) and Section 1(F) are eligible for Contract pricing. B. INVOICES: The Contractor shall mail, fax or e-mail invoices to the Customer upon mutual agreement. Invoices shall contain the following information: *Purchase order number *Model and serial number * "From and to" billing period *Meter reading for the referenced billing period C. PAYMENT: Payment for leased equipment will be processed upon the satisfactory completion of delivery, installation, training and acceptance. Payment terms of each lease Vol. / 3 d_ p 158' shall be monthly only. Payment will be made in arrears in accordance with Texas Government Code Title 10, Chapter 2251, 1 TAC 114.15. Customers shall make payments to the Contractor in accordance with the laws and rules applicable to the Customer. - D. INSPECTION AND ACCEPTANCE: The CPA reserves the right to inspect or test any equipment, supplies or services that have been offered through this Contract. The Customer may require repair or replacement of nonconforming equipment /supplies at no cost. If repair, replacement, or re- performance will not correct the defects or is not possible, the CPA and the Customer may seek an equitable agreement with the Contractor to ----- ievia--.. -he ...— ...... ._... rep alleviate the situa - tion_ , inc- __l.u_ding - I repacementof defective equipment, price reduction or adequate consideration for acceptance of nonconforming equipment or supplies. In any circumstance, such mutually accepted agreements shall be in writing. • • Section 3 - SERVICE REQUIREMENTS: A. CONTRACTOR RESPONSIBLITIES: Contractors shall provide both remedial and preventive maintenance /service for all units offered under the Contract. The cost of this maintenance /service is included in the quoted monthly maintenance prices. • At a minimum, such service is to, include the following: 1. on-call remedial service, including replacement of all unserviceable parts. 2. Preventive service based upon the manufacturer's recommended schedule and the manufacturers specific preventive service requirements for the individual unit, including lubrication, necessary equipment adjustments and replacement of all unserviceable parts. voi. 12 P g . 157 • 3. Repair or replacement of all broken or defective parts not caused by accident, • neglect, misuse, or abuse and all necessary machine adjustments occasioned • by such defective or broken parts. The Contractor must promptly repair or • replace on a one for one basis without additional cost to the Customer. The • Contractor is responsible for pick up and /or delivery of units that require • off -site service. In addition, if the required service can not be completed • within 48 hours, the Contractor is required to loan the Customer a comparable • unit upon request, at no cost to the Customer. The Customer may request down • time credit for the period the equipment is inoperable. • 4. Service response for on -site service repair calls shall not exceed four (4) ----- --- --- • - - --- hours in urban areas and eight (8) hours in rural or remote areas. Service • is to be performed during normal working hours, 8:00 A.M. to 5:00 P.M., • Monday through Friday. Fully trained and qualified technicians shall perform • all service and shall be prepared to initiate repairs within the required • response time. • • 5. All parts are included in the Contractor's service coverage. These items are • parts and not considered consumable supplies. • These include but are not limited to: • a. Drums • b. Photoreceptors • c. Master Units • d. Wiper Blades • e. Lamps • f. Rollers • g. Webs • h. Etc. • The contractor must have on hand an adequate supply of repair parts, which • enables the Contractor to fulfill service requirements as required and be • carried in stock within the state of Texas. • B. RISK OF LOSS OR DAMAGE: Vol. J 3 A pg. (DD • • The risk of loss or damage remains with the Contractor. The Customer shall be relieved from risks of loss or damage to all equipment leased or rented during the period of transportation, installation, and during the entire term the equipment is in the possession of the customer, except when loss or damage is due to fault or negligence of the Customer. The CPA will make the sole determinATION if exception is granted. D. MISCELLANEOUS REQUIREMENTS: 1. Manuals containing operating and service instructions for the equipment sha1L be delivered with each unit. The manual(s) should be as detailed as possiblE outlining all operating instructions for each unit delivered. Necessary warnings and safety precautions shall also be included. 2. Engineering Change: When a manufacturer of the equipment on Contract releasES engineering changes at no cost to the general trade that improves the performance of the equipment bid, and while the equipment is still under lease or rental, the Contractor must make the improvements to the equipment unless the Customer declines the improvements. Contractor must maintain and install equipment to include all released engineering changes at a current level at no increase in cost to the state. All safety enhancements must be installed per manufacturer's specifications without option. 3. Substitution of Equipment: Alterations in product manufacturing fabrication or delivery of substitute models requires written approval of CPA. Proposed substitute equipment must meet or exceed specifications /requirements. Section 4 - EQUIPMENT REQUIREMENTS AND CATEGORIES A. EQUIPMENT PERFORMANCE AND STANDARD BASIC REQUIREMENTS: All photocopiers shall meet the following basic requirements as well as any Vol. 1 3d) pg /61 • • • applicable requirements stated in the Color Copier categories. 1. Initial machine warm up time: 10 minutes or less. 2. Maximum first copy speed: 10 seconds or less 3. Units are designed, engineered and marketed as capable of routinely producing photocopies throughout the applicable volume range. 4. Units are equipped with the standard number of paper trays and other accessories as normally supplied in the industry as well as any additional supplemental equipment, or accessories as required in order for the unit to meet the technical and functional requirements. 5. All equipment is Energy Star Compliant. 6. All equipment in all categories include reduction and enlargement. 7. Duplexing is to occur without operator interventions. B. Finisher is capable of finishing unlimited sets up to the dialing capacity of the quantity selector - without reprogramming or reinitiating the task. Excludes adding paper and removing finished sets. 9. All equipment including sorter /stapler finisher have the capability to staple 30 to 50 sheets for listed ranges. 10. All digital equipment, when using an automatic document feeder (ADF), maintains a minimum of 90% rated speed of the equipment. This refers to the scan once, print many technology. Vol. The State of Texas, County of BRAZOS -# 15 We, the undersigned, as County Commissioners within and for Brazos County, and the Honorable Randy Sims, County Judge of Brazos County, constituting the entire Commissioners' Court of Brazos County, during a regular meeting of said Court have examined the foregoing report and have caused an order to be entered upon the Minutes of the Commissioners' Court of Brazos County approving said Report as presented and submitted as true and correct by Kay Hamilton, Treasurer of Brazos County, as provided for in the Revised Statutes of the State of Texas. (Texas Local Government Code, 114.026) Witness my hand this q day of V1 rc11 A.D. 2010 N aren McQueen County Clerk, County of BRAZOS, State of Texas Lloyd assermann Commissioner Precinct #1 Duane Peters, Commissioner Precinct #2 Kenny Mallard, Cot i 'ssioner Prec t #3 OL-"e- -, Irma Cauley, Commissioner Precinct #4 Treasurer's Report for the MONTH of JANUARY 2010 VOL Examined and approved in open Commissioners' Court this C(/v day of r m C c �)1 x 0 s 2 a K N 0 r > F N C m N A m A Vol. lam- Pg. 10 .. . :2 3 n O Q z C 3 A C O G n O C o o C n p n p n p n C m0 > c Z D x n n °yams R o ➢ z g�c P'��o`"nr"n o��AOm`2 x �"c y A m N z o (y� 1 yy nn $2 y y CJ n JC tl CJ o p A A A y m A O C D N Z u O m C O �^ �1 2 n 2 y n In x ➢ X 3 T ff D a p b Z O A Z 2 3 m y O g Z eiz r� o o mo0Or3 pQ ZZ p z c O ^' 3 m Z i y z 0 2 O Z y O Z f 2 Z Z p o o V to 11'.. 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