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HomeMy WebLinkAbout1996-03-26-0900AM-RegularI ' AGENDA • t BRAZOS COUNTY COMMISSIONERS COURT MEETING BR.AZOS COUNTY BRYAN. TEXAS u~ tom. SS tt~.~ 2 Pig I: 23 THE COMMISSIONERS COURT WILL MEET IN REGULAR SESSION ON TUESDAY, MARCH 26, 1996 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY COURTHOUSE, 300 EAST 26TH STREET, SUITE 115, BRYAN, TEXAS. 1. Invocation - Commissioner Sims. 2. Pledge of Allegiance - Commissioner Sims. 3. Citizens input and/or concerns. At this time, the Judge will open the floor to citizens wishing to address the Court on county-related issues not scheduled on the agenda. Please limit subject matters to five minutes. The Commissioners will receive the information, conduct research into the matter, and/or place the matter on a future agenda for discussion. (A recording is made of the meeting; therefore, please give your name and address for the record.) Consider and take action on agenda items 4 - 26: 4. Personnel Change of Status. 5. Payment of claims. 6. Budget Amendmen+ 95/96-20. 7. Approval of County payroll. 8. Request by District Attorney to create two part-time positions in lieu of one full time Juvenile Court Attorney. 9. The Standard Form of Agreement Between Brazos County and Chappell Hill Construction Company (AIA Document Al 01 and A201) for the construction of the Juvenile Detention Center. 10. Extension of existing lease on a month-to-month basis for office for Justice of the Peace, Precinct 3. 11. Presentation by County Auditor of the Comprehensive Annual Financial Report for Brazos County. 12. Acceptance of Employee Benefit Services' Health Insurance Plan Document. 13. Approval of the Brazos County Investment Strategy for 1996. 14. Setting time and date for public hearing concerning the posting of speed limits on Timberline Drive in Precinct 1. It VOA PAGE .1-6Z. ommissioners Court Meeting Agenda larch 26, 1996 age Two 15. Applications for tax refunds to the following: a. Redstone Apartments, LTD. b. Walden Pond Apartments, LTD. c. Parkway Circle Apartments. d. Gables Apartments, LTD. 16. Requisition from Capital Expenditures for an Okidata Printer for the Justice of the Peace, Precinct 5. 17. Requisition from Capital Expenditures for a lateral file cabinet for the office of the 361st District Court. 18. Requisition from Capital Expenditures for a Brothers EM 540 Typewriter for the office of the District Attorney. 19. Requisition from Capital Expenditures for a desk/credenza for the office of the Constable, Precinct 2. 20. Requisition from Capital Expenditures for a 3 pt. hitch Bush Hog Rotary Mower for the Brazos Center. 21. Request from Wickson Creek Special Utility District to place a road bore in the right-of- way of Deer Run Drive (iq Deerfield Estates) approximately 0.4 mile from its intersection with Deerfield Drive. Site is located in Precinct 3. 22. Acceptance of Warranty Deed from Douglass H. Garrett and wife Lori L. Garrett on the expansion and improvements to Fickey Road located in Precinct 2. N I' F F t 23. Acceptance of Warranty Deed from Walker Family Partnership on the expansion and improvements to Nunn Jones Road located in Precinct 3. 24. Approval of Agreement for Akin, Gump, Strauss, Hauer & Feld, L.L.P. to act as bond counsel for Brazos County. 25. Approval of the Equal Employment Opportunity Policy for Brazos County. 26. Tax Resale Deeds and authorization for County Judge to execute deeds for the following property: a. Lot 6, Block 4, McCulloch Subdivision of Brazos County to Elvin & Donna Steele. b. Lots 7 and 8, Block 3, Milton Darwin Subdivision of Brazos County to Richard Peft c. Lot 14, Block 2, Zimmerman Addition, City of Bryan, to Richard Pefla. d. Lot 27, West Side #2 Subdivision, City of Bryan, to Walter Johnson. 27. Call for citizen input and/or concerns. 28. Announcement of interest items and possible future agenda topics. 29. Adjourn. The building is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made 48 hours before the meeting. To make arrangements, call (409) 3614102. - ~.me'crx'~a~vra.r.~atznm£s~e.*.~a;•-~mec'xr`:x:~,~-•Wirtz'~xsY...~axan.~'.A..----•--'--.~.+~ =.-'-~r.:s~• x L..~...,~.ar...~...Ls._......,LVi,.~.:.ia~- ..i: rJ~.. - v.». ~,..+...h..~tn.ad.i..i -y+w1..`...a.w.oC•.jai.l~3.+~.~:.~.....:.r+w~...WU..T_L~...r ~.us...._..n..a~..._ . iJ Y COMMISSIONERS' COURT • A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Commissioners' Courtroom in the Courthouse in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, March 26, 1996, with the following members of the Court present: Alvin W. Jones, County Judge, Presiding; Gary Norton, Commissioner of Precinct 1; Sandie Walker, Commissioner of Precinct 2; 1 Randy Sims, Commissioner of Precinct 3; Carey Cauley, Jr., Commissioner of Precinct 4; Mary Ann Ward, County Clerk. The following citizens and officials were in attendance: REGULAR MEETING MARCH 26, 1996 Ruth McLeod Executive Assistant Susan Gandy Secretary to County Judge John Reynolds Auditor Cheryl Turney Purchasing Kay Hamilton Treasurer Richard Vance County Engineer Linda Muegge Road & Bridge Bobby Riggs Sheriff Bill Turner District Attorney Beth Ann Thibodeaux Dist. Attorney's Office Margaret Lalk Dist. Attorney's Office Sheila Walker Brazos Center Bill Jeanes Risk Management Ernie Wentrcek Juvenile Services Irene Jett Auditor's Office Marijane Deen Computer Network Services Tony Jones Brazos County Resident Shelly Merz Student Commissioner Sims gave the invocation and led the pledge • of allegiance. There was no citizen input and/or concerns. The Court proceeded to consider the change of status of the following employees. NAME DEPARTMENT REASON Engledow, Bobby Brazos Center Resignation Boehme, Teresa K. Tax Office Comp Training on motion by Commissioner Walker, seconded by Commissioner Cauley, 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: 96-005212 through 96-005420 On motion by Commissioner Sims, seconded by Commissioner Cauley, the Court voted unanimously to approve the Claims as submitted. The Court next considered Budget Amendment #95/96-20, which would reallocate funds budgeted for the office of Justice of the Peace Precinct 2. On motion by Commissioner Walker, seconded by Commissioner Sims, the Court voted unanimously to approve the budget amendment as submitted, a copy of which is attached hereto. On motion by the County Judge, seconded by Commissioner Sims, the Court voted unanimously to approve the estimated County payroll of $536,364.93 for the period ending March 22, 1996. The next matter for consideration was a request by the District Attorney to create two part time positions in lieu of one full time Juvenile Court Attorney. Mr. Turner proposed to divide the full time position into two positions with one being 20 hours weekly with no health benefits and the other 32 hours weekly with health benefits. Included in the proposal is item 4 A & B In which Bar Dues and Continuing Legal Education payments are discussed. On motion by Commissioner Sims, seconded by Commissioner Walker, the Court voted unanimously to approve the plan submitted by the District Attorney subject to the exclusion of item 4B. A copy of the plan is attached hereto. The Court next considered entering into Agreement between Brazos County and Chappell Hill Construction Company for the construction of the Juvenile Detention Center. Chappell Hill Construction Company submitted the lowest base bid of $5.432 c , _ million dollars for the construction. On motion by Commissioner Norton, seconded by Commissioner Sims, the Court i voted unanimously to enter into Agreement between Brazos 1 County and Chappell Hill Construction Company for the ` ` r a,vaassK~9.Td ~..~.o.J4.,iaA.Tii'r.Sir'ntw~.~r~-~.+ __T~T, , . u1LW.]• .1.y--+--:LV.....~..14..i~:ui.A.wi.lvw..]'.r'+.JL U•rLa w.`W._...a • C~ • r.construction of the Juvenile Detention Center and authorize the County Judge execute the Standard Form of Agreement. A jl copy of the Agreement is attached hereto. On motion by Commissioner Walker, seconded by t Commissioner Norton, the Court voted unanimously to extend an existing lease between Brazos County and Fred Keller for office space for Justice of the Peace Precinct 3. The office l is located at 8991 East Highway 21, Bryan, Texas. Term of the lease will be on a month to month basis for a period of six months, commencing April 1, 1996 and ending on September 30, 1996. Cost to the County will be $750.00 monthly with funds i coming from contingency. A copy of the lease is attached f hereto. The next matter for consideration was a presentation by the County Auditor of the Comprehensive Annual Financial Report for Brazos County. On motion by Commissioner Sims, seconded by Commissioner Norton, the Court voted unanimously to accept the report. The Court next considered acceptance of the Employee Benefit Services Health Insurance Plan Document. In a memorandum to the members of the court, Ruth McLeod indicated that the document contained some minor changes that were mainly clarification of terms. On motion by Commissioner Norton, seconded by Commissioner Cauley, the Court voted r. unanimously to approve the Employee Benefit Services Health Insurance Plan Document as submitted, a copy of which is attached. The Court next considered approval of the Brazos County Investment Strategy for 1996. In a memorandum from the County Treasurer, Mrs. Hamilton cited Sec. 2256.005(d) of the Public Funds Investment Act as amended by House Bill 2459 in which it states that: "As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds under its control." Mrs. Hamilton went on to say in her memo that the strategy had been read, revised and approved by the members of the r V0 _t. .3 ~....~.J...-...~.s..t.~.tw.>..._..~......~...~.w..l...+.a.u++-.....-v.._~~.1,_~.~_..~.............~_..w_..~...~y.~~.-~.~ ~...~.~..-mot.... I Investment Committee. On motion by Commissioner Sims, seconded by commissioner Norton, the Court voted unanimously to approve the Brazos County Investment Strategy for 1996. A copy of the strategy is attached hereto. On motion by Commissioner Norton, seconded by Commis- sioner Walker, the Court voted unanimously to hold a Public Hearing on Tuesday, April 9, 1995 at 10:30 a.m. to consider the posting of speed limits on Timberline Drive in Precinct 1. The Court next considered the following applications for tax refunds to the following: Redstone Apartments LTD - In a Court settlement it was agreed that the appraised value for 1994 be lowered from $4,851,460.00 to $4,390,000.00. Walden Pond Apartments LTD - In a Court settlement it was agreed that the appraised value for 1994 be lowered from $3,150,000.00 to $2,800,000.00. Parkway Circle Apartments - In a Court settlement it was agreed that the appraised value for 1994 be lowered from $5,385,000.00 to $4,670,000.00. Gables Apartments, LTD - In a Court settlement it was agreed that the appraised value for 1994 be lowered from $2,686,300.00 to $2,320,000.00. On motion by Commissioner Walker, seconded by Commissioner Norton, the Court voted unanimously to refund $1,930.75 in county taxes for 1994 to Redstone Apartments, LTD; $1,464.40 in county taxes for 1994 to Walden Pond Apartments LTD; $2,993.65 in county taxes for 1994 to Parkway Circle Apartments; and $1,532.60 in county tares for 1994 to Gables Apartments. The Court next considered approval of a requisition from Capital Expenditures for the purchase of an Okidata Printer for the Office of Justice of the Peace, Precinct 5. This item will require a budget amendment in the amount of $503.95 to the 1995/1996 county budget. On motion by Commissioner Sims, seconded by Commissioner Cauley, the Court voted unanimously to approve the requisition in the amount of $503.95 to be paid from Capital Expenditures for the purchase of a printer for the office of Justice of the Peace, Precinct 5. The Court next considered approval of a requisition from Capital Expenditures for the purchase of a lateral file Vo PA cabinet for the Community Supervision department. Cost of the file cabinet is $658.30. On motion by Commissioner Sims 11 • • seconded by Commissioner Cauley, the Court voted unanimously to approve the requisition in the amount of $658.30 to be paid from Capital Expenditures for the purchase of a lateral file cabinet for the Community Supervision department. The Court next considered approval of a requisition from Capital Expenditures for the purchase of two (2) Brothers EM 530 typewriters for the District Attorney's Office. This is a budgeted item in the 1995/1996 county budget. Cost of the two (2) typewriters is $578.00. On motion by commissioner Walker, seconded by Commissioner Norton, the Court voted unanimously to approve the requisition in the amount of $578.00 to be paid from Capital Expenditures for the purchase of two (2) typewriters for the District Attorney's Office. The Court next considered approval of a requisition from Capital Expenditures for the purchase of two (2) desks for the office Constable Precinct 2. This is a budgeted item in the 1995/1996 county budget. Cost of the two (2) desks is $400.00. On motion by Commissioner Sims, seconded by Commissioner Cauley, the Court voted unanimously to approve the requisition in the amount of $400.00 to be paid from Capital Expenditures for the purchase of two (2) desks for the office of Constable Precinct 2. The Court next considered approval of a requisition from Capital Expenditures for the purchase of a Bush Hog Rotary Mower for the Brazos Center. This is a budgeted item in the 1995/1996 county budget. Cost of the mower is $1,350.00. On motion by Commissioner Walker, seconded by Commissioner Sims, the Court voted unanimously to approve the requisition in the amount of $1,350.00 to be paid from Capital Expenditures for the purchase of a Bush Hog Rotary Mower for the Brazos Center. The Court next considered the request from Wickson Creek Special Utility District to place a road bore in the right-of- way of Deer Run Drive approximately 0.4 mile from its intersection with Deerfield Drive. The site is located in VO PAGE 4 is i:. Precinct 3. The County Engineer stated that all appeared to be in order and recommended approval. On motion by Commissioner Sims, seconded by Commissioner Cauley, the Court voted unanimously to approve the request of Wickson Creek Special Utility District and authorized the installation. A copy of the request is attached hereto. The Court next considered acceptance of a Warranty Deed for right-of-way on Fickey Road in Precinct 1. On motion by Commissioner Walker, seconded by Commissioner Norton, the Court voted unanimously to authorize the County Judge to accept on behalf of Brazos County a Warranty Deed from Douglass H. Garrett and wife Lori L. Garrett for the expansion and improvements to Fickey Road. The Court next considered acceptance of a Warranty Deed for right-of-way on Nunn Jones Road located in Precinct 3. On motion by Commissioner Sims, seconded by Commissioner Cauley, the Court voted unanimously to authorize the County Judge to accept on behalf of Brazos County a Warranty Deed from the Walker Family Partnership on the expansion and improvements to Nunn Jones Road located in Precinct 3. The Court next considered approval of an Agreement for Akin, Gump, Strauss, Hauer & Feld, L.L.P. to act as bond counsel for Brazos County. The firm will perform all usual and necessary legal services as bond counsel. On motion by Commissioner Walker, seconded by Commissioner Norton, the Court voted unanimously to approve an Agreement for Akin, Gump, Strauss, Hauer & Feld, L.L.P. to act as bond counsel for Brazos County. A copy of the.Agreement is attached hereto. On motion by the County Judge, seconded by Commissioner Sims, the Court voted unanimously to table consideration of the Equal Employment Opportunity Policy for Brazos County. On motion by commissioner Norton, seconded by Commissioner Cauley, the Court voted unanimously to authorize the County Judge to execute Tax Resale Deeds to the following individuals: Elvin & Donna Steel - Lot 6, Block 4, McCulloch Subdivision, City of Bryan, Brazos County, Texas VO VAna •.:.1...'rY~1_.LrW.Loma......+`~e....t1.:~~_.ewW~~~..~. • Richard Pena - Lots 7 and 8, Block 3, Milton Darwin Subdivision, Brazos County, Texas and Lot 14, Block 2, Zimmerman Addition, City of Bryan, Brazos County, Texas Walter Johnson - Lot 27, West Side #2 Subdivision, City of Bryan, Brazos County, Texas. There was no citizen input and/or concerns. The County Judge made the following announcements: a) Dr. Hines, President of Prairie View A&M, will be discussing funding for summer activities b) Ground breaking this date at 2;00 p.m. for the Juvenile Justice Center. All are invited to attend. c) A Public Hearing to be held this date to consider speed limits on Scasta Lane. There being no further business to come before the Court, the meeting was adjourned. • • . , I 1 la \.~.F~w~w~w•r~.~ .ww..-•~~.tiw~~v~r.....w~.v~~..._....~.• _ _ . .wri r+.'h' i f The foregoing minutes of the Commissioners Court meeting held March 26, 1996 have been examined and are approved in open Court this the day of 19_1~ , in Bryan, Brazos County, Texas. Alvin W. Jones County Judge 6) 7 ca.-q'e 9~2~ Sandie 1 r Commissioner, Precin Carey Cau ey, Jr. Commissi ner, Precin 4 CommiT' eil,, Precinct 1 Randy S' s Commis loner, Precinct 3 Aary An and County Clerk 'i 1 7 71L" I 1 . i i • BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 1995-1996 BUDGET YEAR NO. 95/96-20 i h f f: I. , u On this the 26th day of March 1996 at a special meeting of the commissioners' Court, the following members were present: Alvin W. Jones, County Judge, Presiding Gary Norton, Commissioner, Precinct 1; Sandie Walker, Commissioner, Precinct 2; Randy Sims, Commissioner, Precinct 3; Carey Cauley, Commissioner, Precinct 4; Mary Ann Ward, County Clerk. The following proceedings were held: THAT WHEREAS, on March 26, 1996, the Court heard and approved a budget amendment for the 1995-1996 budget year for Brazos County, Texas. WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted September 26, 1995 the following amendment(s) to the. original are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 26th day of March 1996 THE COMMISSIONERS' COURT OF BRAZOS COUNTY, TEXAS. By: Alvin W. Jones, County Judge Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer Commissioners' Court Minutes Budget Amendment File VOL.2 PAQ i BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS NO. 95/96 - 20 FD DIV ACCT PROJ ACCOUNT NAME Dr Cr 01 302001 803420 Furniture 400.00 01 302001 600800 Clothing/Uniforms 50.00 01 302001 618010 Travel -In - County 50.00 01 302001 653500 Gasoline/Diesel 100.00 01 302001 659500 Vehicle Maintenance 200.00 Constable Pct 2 - To reallocate budget line items to allow for the purchase of two used desk and two used credenza from Engineering Office Supplies 3/6/96. Balancing Totals 400.00 =400.00 ,0rCr_r r_,d By: !Date 3115196, ~aor ; ~ ' 4 : ~ cti. 1I • • • OFFICE OF THE DISTRICT ATTORNEY ~•itwr BILL TURNER 300 E. 26TH STREET District Attorney SUITE 310 arr • OUEEN WALKER BRAZOS COUNTY Victim Assistance BRAZOS COUNTY, TEXAS COURTHOUSE Coordinator BRYAN, TEXAS 77603 GIL SCHULTZ OFF 409 / 361.4320 investigator FAX: 409 / 361.4366 EMORA To: County Judge Alvin W Jones Commissioner Gary Norton Commissioner Sandie Walker Commissioner Randy Sims Commissioner Carey Cauley From: Bill Turner REVISED T Date: March 21, 1996 On March 14, 1996 I presented a proposal to allow two attorneys to share the single position of juvenile attorney in the District Attorney's Office at no additional expense to the county. The juvenile attorney's position will be split into two positions with Keli Lindelien and Beth Ann Thibodeaux occupying the two positions under the following terms: 1. Salary - Keli Lindelien's salary of $38,400 will be evenly divided between the two. 2. Retirement - Both attorneys will take part in the county retirement system. 3. Health Insurance - Keli Lind lien voluntarily gives up her right to health benefits. Beth Ann Thibodeaux would like to take advantage of the county's health benefits. Beth is aware that the county requires a minimum of 32 hours work per week to be eligible for the health benefits. Because the position is a salaried position rather than hourly position, Beth agrees to very a 32 hours a week. Beth Ann Thibodeaux will keep an hourly time log for the first two months of her employment to determine if her average working week is 32 hours. If the average is less than 32 hours, she understands that she must give up her health benefits. Thereafter, her work hours will be monitored at least one month a year to insure compliance. 4. Bar Dues and Continuing Legal Education - Because Beth is benefitting from county health benefits, Keli Lindelien will be the only attorney to have her bar dues and continuing legal education paid for by the county. Beth will pay her own bar dues and continuing legal education. ~.D . ~ WS ~,tt1 bS P~ho V01- PAAE J i 5. Work Schedule 1. Non jury trial weeks: alternating Tuesday and Wednesday work weeks and Monday, Thursday and Friday work weeks. 2. Jury trial weeks: sit together during voir dire and as necessary during trial while covering for attorney in trial as to courts and referrals. 6. Courts and Cases A. Cases: Keli will be supervising attorney for the entire caseload; 1. divided alphabetically, with Keli handling cases with the last names beginning with A-J, and Beth handling cases with the last names beginning with K-Z 2. each attorney will be familiar with all the cases to the extent that she can cover basic court hearings (detention hearings, adjudications, and dispositions) 3. documentation will be scrupulously kept on the file itself or through notes in the file detailing conversations with probation, victims, defense attorneys and any others 4. each attorney will field all phone calls possible on her scheduled day, regardless of whose case the question pertains to. B. Courts - each attorney will be responsible for all court hearings on her scheduled days, with the following exceptions: 1. Jury trials - attorneys will rotate trials, regardless of what court it is in. 2. Bench trials - handled by attorney scheduled to work that day unless that attorney has tried the last three bench trials, in which case the fourth will be tried by the second attorney, and then the regular daily schedule will resume. 7. Office Space - Share Keli's existing office, adding another small desk and removing TDPRS files from the office. 8. Vacation - Each attorney will receive one week of vacation per year. 9. Sick Leave - Each attorney will receive half of the allocated sick leave. 10. Holidays - Holidays will fall to the attorney scheduled to work on that holiday. ,vOL. *7 PAC I 11. Starting Date - This job sharing agreement will become effective March 26, 1996. 12. Termination of Agreement - The agreement will be reviewed at the end of six months after the effective date of this agreement, and Keli will have the option to continue or discontinue the agreement. If the agreement is terminated at this time, Keli will resume full-time employment as juvenile court prosecutor. After six months, the agreement may only be terminated by Beth and Keli by mutual agreement of Keli and Beth unless either of them chooses to terminate their employment. A ~IA Q IK . J!~ -a~. ~ .VV 1 ~I O iy l Beth Ann Thibodeaux Keli Lindelien BT/km • I. LL , V0 A I. T. N a A M R R I C N I N S T I T U T B 0 P A R C R I T E C T S 1 AM Docwnent A101 Standard Form of Agreement Between Owner and Contractor w&m the &=is of payment is a STIPULATED SUM 107 E®MON THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. The 1987 Edition of A/A Document A?Ol, General Conditions of the Gtintract for Construction, is adopted in ibis document by reference. Do not use with otber general conditions unless this document is modified. This document has been approved and endorsed by The Associated General Contractors of America. AGREEMENT made as of the Eighth day of March in the year of i Nineteen Hundred and Ninety - Six BETWEEN the Owner: Commissioners Court (N-w and addrm) Brazos County, Texas and the Contractor: Chappell Hill Construction Company of Brenham, Texas (Name and address) The Project Is: (Nanrandtoratton) Brazos County Juvenile Detention Facility Bryan, Texas The Architect Is: (Name andaddrrss) Croslin & Associates of Austin, Texas The Owner and Contractor agree as set forth below. Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 01987 by The American Institute of Archi- tects, 1735 New York Avenue, N.W , Washington, D C. 20006 Reproduction of the material herein or substantial quotation of Its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUL:Zff A101 • OWNER-CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1755 NEW YORK AVENUE, N W, WASHINGTON, D C 20006 A101-1987 I WARNING: Unlica ucd photocopying vWatas US. eopyAgM lY r s~b)net to 1 prm s e- Y ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and areas fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written of oral. An enumeration of the Contract Documents. other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall execute the entire work described in the Contract Documents, except to the extent specifically Indicated in the Contract Documents to be the responsibility of othcrs,v* *041 b*11l 0 0 ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 The date of commencement Is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if is differs from the date of this ARrrement ur, if applicable, state tbat the date udll be fixed In a notice to pn►cred.) Unless the date of commencement Is established by a notice to proceed issued by the Owner, the Contractor shall notify the Owner in writing not less than five days before commencing the Work to permit the timely filing of mortgages. mechanic's liens and other security interests. 3.2 The Contractor shall achleve Substantial Completion of the entire Work not later than (insert the calendar date or number of calendar days after the date of commencement Also I►►sert « t y rrqulrements for earicer Sahstanttal Con►plrtlon of cer- tain Ixcrt►ons ►►f the Work. of riot stated rlsewbt'n• ►r► tt►c• C'marac I tk►cun►rnts ) Four hundred twenty five (425) calendar days from the date of receipt by the Contractor of the Architect's written notice to proceed. subject to adjustments of this Contract Time as provided in the Contract Documents. (Inserl pnn•Isitn►s, of any, for liquidated damagrs rrlettonji I►► lailttrr la ceimplete un llmr.) Liquidated damages at the rate of One Hundred Twenty Five Dollars ($125.00) for each and every calendar day that the work remains unfinished in excess of the time set forth in the Contract. See Paragraph 8:3.4 of A201 General Conditions. AIA DOCUkMKT A101 •OWNER-CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA• • ©1987 THE AMERICAN INSTMITE OF ARCHITELTS, 1715 NEW YORK AVENUE, N W., vi'AU IINGTM.1) C 21xx16 A101-1987 2 WAANIM Unlicensed photocopying violates U.S. copyright taws end Is subisct to legal prosecution. VO PAG , k ART 4.1 The Owner dmU pay the Contactor in current funds for i Five Million Four Hundred Fifty Eighteen & N01100 $51453,618.00 tract Documents. 4.2 The Contract Sum b based upon the following altemate. hereby accepted by the Owner: (State the number: or otber tdenti leatton of awepted altercates. if dectslon this Agreement, attach a stbrdule Of such otber alternates sbou•ing the am Base Bid Only. 4.3 Unit prices, if any, are as foUows: . ALA oocvM94T A101 • OWNER-CONTRACTOR AGREEMENT • TWELFTH EDITION • AIAO • 01987 j THE AMERICAN INSTITUTE OF ARCHITECT, 1735 NEW YORK AVENUE, N W., WASHINCtTON. D.C. 20006 A101.1987 3 MIAFbV!91a: linlioetasd pl+oto vlalatao t L& Capp" twm WW 4 V I _l-.i_ .S,. walks'.. re.:.:.16. ...:'aA~..L.... ~10.~'n.W~.:.~~':a=: ..~Sc'W:Wi+i.=--z•-i...•' .T. 4`:.._ -'-meam..-:..1`... J. ..~.a ~w...w t..~...+_...+ 1 - I ..H?~: ►3.'l:as7...:1::..~.~...ta= -d:..-+..iu:a.:uu i~... , - _ _ 1~tl ,'11'~ 0 0 0 1 ARTICLE 5 PROGRESS PAYMENT'S 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment Issued by the Architect,/trio Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewheit In the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,*#A * which have been approved in accordance with the General Conditions 5.3 Provided an Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment to the Contractor not later than the Eighth (8) day of the following month. If an Application for Payment is received by the Architect after the application date fixed*aVove, payment shall be made by the Owner not later than Eight (8) days after the ArchitteecVreceives the Application for Payment. 5.4 Each Application for Payment shalfge base4d uponrtthie scRieau?e of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall 211OC21e the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect4hall be used as a basis for reviewing the Contractor's Applications for Payment. . 5.5 Applications for Payment shall Indicate the of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.6.1. Thke 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 Ilir share of the total Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Ten percent ( 10 Fending final determination of cost to the Owner of changes in the Work, amounts not in the dispute may be included as provided in Subparagraph 7.3 7 of the General Conditions even though the Contract Sum has not yet been adjusted by Change Order; 5.6.2 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 ct,mplcted construction (or, if appro ved in advance by the Owner, suitably stored off the Site at a location agreed upon in writing), less rctainage of Ten percent( 10 5.6.3 Subtract the aggregate of previous payments made by the Owner; and 5.6.4 Subtract amounts, if any, for which 'the Architect has withheld or nullified a Certificate for Pavment zs provided in Para- graph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: , 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to Increase the total payments to Ninetyy percent( 90 of the Contract Sum, less such amounts as the Architect shatl oletermine for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the C.untrlctor, any additional amounts payable in accordance with Subparlgrihh 9. 10.3 of the Gcnt;ril Condi itirLs. 5.8 Reduction or limitation of retainage, if any, shall be as follows: • None . (if it is intended, prior to Substantial ire)mpletion uj Ibe entire work. ti, reduce or limit the retarnage resulting from the pem•eniages harried In Suhpara- grapbs S h I and S 6.1 aboev. aped this is not explained elsen6rn- in Un• Onaract lku'unrents. Insert here provisions for such rrdurtion or limitation.) .l± j AIA DOWMENT A101 • OWNER-CONTRACTOR Al:RUMI:NT • TWFIY111 EDITION • AIA• • 01987 TIIE AMERICAN INSTITUTE OF AR011TELTS. 1745 NEW YORK AVIALT, N W. WAIIIINGION, 1) C 21XKXb A101-1987 4 WARNIM Unllesnsed photocopying violoW U.S. copyright Ina and Is su t eo Isgsl loon. PAU s z ' ~1 . off. .•'9 .r. ,e , . ARTICLE I FINAL PAYMENT Final payment, constituting the entire unpaid balance of the Contract Sum. shall be made by the Owner to the Contractor when (1) the Contract has been fully performed by the Contr2ctorf*dt*t1id 1HM4 stt~l~5 dos 1111*1#ob tgt*v6**df* Aing was provided in Subparagraph 12.2.2 of the General Conditions and to satisfy other regirements, if any, which necessarily survive final payment; and (2) a final Certificate for Payment has been issued by the Architect; such final ment shall be made by the Owner not more than 30 days after the issuance of the Architect's final Certificate for Payment""" * and approved by owner In no event shall final payment be required to be made prior to thirty (30)days after all work on the Contract has been fully performed. Defects in the work discovered prior to final payment shall be treated as non-conforming work and shall be corrected by the Contractor prior to final payment and not treated as warranty items. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract Document, the ref- erence refers to chat provision as amended or supplemented by other provisions of the Contract Documents. 7.2 w***"" tiut>Ef#ltyl#pAd#~*dt*ia~ tiralEt ati# iiRt1rits oh* *wik 6"04"00k **a*At0fttlev."as. tMak*ScAatt*hlvoraf*a amt 1awctp"allag Ik" tVr* Oita** >t Ipha for* Op* Rtwim if Og". (Insert rate of lntemt a8rwd upon, if any.) (llsury laws and requirements under the federal Trutb in Lending Act, similar stare and local consumer credit laws and otber reRularIons at the Uuvnrr s and Cantractor's principal places of business, the location of the Project and a/seu*e►r may affect the solidity of this provision Legal advice sbuuld be obtained wUb respect to deletions or modif/tations, and also regardin8 requirements sucb as written disclosures or warners.) 7.9 Other provfalons: See Addendum attached hereto and incorporated herein for all purposes. _o ARTICLE 8 TERMINATION OR SUSPENSION 8.1 The Contract may be terminated by the Owner or the Contractor as provided in Ankle 14 of the General Conditions. 8.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions. THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D C. 20006 A101-1 Ole 91 % V MRNWG: Untloonavad ohotoeoovlno vblstoe US enetvrlaht III-Al An', P A a~~ w 1 M~ l~ I 0 w ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS 9.1 The Contract Documents, excgpt for Modifications issued after execution of this A ent fuc enumerated as follows: As set forth in-AA r~It * 1 7 of the Ge$eral &dAt i 9.1.1 The Agreement u thiS executca btan r orm of Agreement tween wher and or, mcnt A101, 1987 i . Edition, as modified herein. 9.1.2 The Ccn l Cwd1tons are the General Conditions of the Contract for Construction, ALA Document A201, 1987 Edition, as mo i ied herein. t 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project ManuAAt*di and arc as follows: ~e~ Ratg~t# t E entitled Brazos County Juvenile Detention Center, Bryan, Texas, and dated January 5, 1996. .s 9.1.4 The Specification air those contained In the Project Manual dated as In Subparagraph 9.1.3, and arc *"Ib** (Eitber list the Specifications ben or refer to an exblbtt attacbed to ibis Agreement.) t"169 into as per Table Of Contents bound therein. AIA DOCUMENT A101 • OWNER-CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D C. 20006 A101-1987 6 4 WARNING: Unlicensed photocopying violates U.S. copyright I bled to 1 1 prosecutiopAG Jd J ~ a ~ . . ' 4 wv__i .l~l:.l~.. ..-~w..I .._.-.a LLw. ww.s.a.r. Y._ ice... .L. .a Z~ - ulA ~1.6. _..i ......L •.w a ~.vJ .6, a_. w a-. - .1. ql.~ _.~i. ~ c oh sir. .y. 1•.•!. _ +Tiv ..i': 1 9.1.5 The Drawings are as follows. and are dated January. 5 5j, 1996 dh****ffi R dak"9k@% I% b*: (Eitbrr list the Dmufts bear w nrjer w as rxbtbtt att"br+d to ibis ARrwWri+t.) TWe 4ftk Drawings entitled Brazos County Juvenile Justice Center, Bryan, Texas; Sheets numbered T1.1 through T1.2, C1.1 through C3.2, S1.1 through S6.1, A1.1 through K1.1, M2.1 through M7.5, E1.1 through E8.1 .4 i f 1 9.1.6 The addenda, ht**. arc as follows: 1~~b!!r 1~1t1t Addendum No. le dated January 15, 1996. Addendum No. 2, dated January 25, 1996. Addendum No. 3, dated February 1, 1996. Addendum No. 4, dated February 7, 1996. Addendum No. 5,dated February 10, 1996. Portions of addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. WARNING: Unlicensed photoCOpylnq violates U S copyright Imvs al u~t to lege► ro eeCUo]POF ~YPe i a I • I },..w~a.7~~..a...r..:,~...~.~.L...~.~;.-.:..~....~w......-.._~....i..'.~r........~,.+.._...w.a...•o.r...:.u..:s3..~.i:~?~ma..:.i.:.s.~'~.:W_.~~'- - ~•_~'_~':r.:ityei+i:..ta• - - - `'vh.~.w:aY.t ~..c..t;•r~.~sb..:....a_,- .i...... 1 u 01 9.1.7 Other documents, if any, forming part of the Contact Documents are as follows: • aisi bm any additional documents a bleb are intended tultunt pan of the Contract Documents. 7Ae G rieral Conditions proaidr tbal bidding =►tnq1mirrntrnts such as adrrrtise+nent or invitation to bid, hutructlo,a to lildden, sampleloans and the Contractor •s bid are rgit part o~/tbe Contract Documents unless enure ,,int in tats Agnsrmeru 7bey should be listed brie on(y if intended to be part of the Contract lhuiiments.) Performable & Enforceable in Brazos County, Texas This Agreement Is entered into as of the day and ycar first written ahovc and la executed In at least three original copies or which one is to be delivered to the Contractor, one to the Architect for use in the;administration of,the Contact, and the remainder to the Owner. OWNER COMMISSIONERS COURT CON CTOR B 20S CO Y, EXAS CHA EL LL ON CTION COMPANY (Sigma ) (Sigiuuure) Alvin W. Jones, County Judge Walt Schoenvogel, President (Phriled name and title) (Prinltzl name and tine) l t CAUTION: You should sign an original AIA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. e J AIA DOCUMENT A101 • OWNER-CONTRACTOR A(.RI°I:A1F.N1• • 'rVFI,FTII I:l)11'It)N • AIA• • a)I4)117 1 VIIV AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N W,• WANIIINGTON, D ( (XX)6 A101-1987 8 ~ WMMIM 1: Ut 11c act! ptwtocopVhV vlotates U.S. c ght end Is t to legal p c to G.. s..au.>r......... :d l"'...:e'• ...J 16.LFt.~::-s:.....c....>+...Y......iL.w~.`~`_~4+..~s.,-=~: ~:•~~..1.,.wa.a.e- ...r..l,_w.v.. n.._w.....•iy;..,~n a....~...~.....r w.... .mow... ~...r ADDENDUM TO AlA DOCUMENT A201 (,1987 EDITION) ARTICLE 1 - GENERAL PROVISIONS Article 1.1.8. "Final Completion Date" shall mean the date the Contract Documents have been fully performed, all the Work has been completed and a Final Certificate for Payment approved by the Owner has been issued by the Architect. Article 1.3.1. Article 13.1 is hereby replaced with the following: "Upon Owner's payment therefor, all plans, drawings, specifications and copies thereof furnished by the Architect are and shall remain the property of the Owner. They shall not be used by any person on any other project without the prior written consent of the Owner." ARTICLE 2 - OWNER Article 2.31. If the Contractor fails to correct defective Work as required by paragraph 12.2, or fails to complete the Work on time as required by Article 3 of the Agreement or is in default of any of its material obligations hereunder, the Owner, by a written order signed by an agent specifically, so empowered by the Owner, may order the Contractor to stop the Work or any portion thereof, until the cause for such order has been eliminated; however, this right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to, and not in restriction of the Owner's rights under Paragraph 12.2. ARTICLE 3 - CONTRACTOR Article 3.4.3. After the Contract Documents are executed, if it becomes recessary for the (britractor to substitute a material or product of a different brand or manufacturer in lieu of that specified, he shall submit a written request to the Owner for approval of such proposed substitution. Each request for substitution shall be accompanied by complete descriptive literature and performance data upon the specified item and the proposed substitution, plus any samples as may be required by the Owner. Each proposed substitution shall require the written approval of the Owner before its incorporation into the Work, which shall not constitute authorization or approval of a change in the Contract Sum or Contract Time. The Contractor shall submit requests for substitution as soon as practicable after the need for the substitution is determined to allow for adequate consideration of such request and to minimize delay in the progress of the Work. Article 3.5.2. The warranty provided in paragraph 35.1 shall be in addition to, and not in limitation of, any other warranty or remedy required by law or by the Contract Documents, and such warranty shall be interpreted to require Contractor to replace defective materials and equipment and re-execute defective work which is disclosed to the Contractor by the Owner within a period of one (1) year after the Final Completion Date for the entire Work, vo ,SAO I ~ E.4,~h f 1 ` k' P e •1 r E1~~ !.3 • ' but such one (1) year period shall not define or limit Contractor's liability for the cost of repairing defective or non-conforming Work or materials, or for damages resulting therefrom. Article 3.5.3. The Contractor shall issue in writing to the Owner as a condition precedent to final payment a "General Warranty" reflecting the terms and conditions of paragraphs 3.5.1, 3.5.2, and 3.5.4 for all Work under the Contract Documents. This General Warranty shall be assignable. Article 3.5.4. The Contractor shall warrant to repair, at no cost to the Owner, for a period of twelve (12) months after the Final Completion Date, any building(s) that are not watertight and leakproof at every point and in every area, except where leaks can be attributed to damage to the building(s) by external forces beyond Contractor's control. The Contractor shall, immediately upon notification by the Owner of water penetration, determine the source of water penetration and, at its own expense, do any work necessary to make the building(s) watertight. Contractor shall also, at its own expense, repair or replace any other damaged material, finishes, and furnishings, damaged as a result of this water penetration, to return the building to its original condition. After the initial twelve (12) month, period, Contractor will not be obligated to perform the repair, but shall be liable and responsible after the cost of repair of any leaks and damage resulting from such leakage provided however, such leakage is the result of Work performed by the Contractor and/or his subcontractors. Such obligation shall be effective for twelve (12) months after the initial twelve (12) month period above referenced. • Article 3.5.5. Except when a longer warranty time is specifically called for, in the Specifications Sections or is otherwise provided by law, the General Warranty shall obligate the Contractor to make repairs and re-execute defective Work or replace defective materials, and to repair related damage, for twelve (12) months after the Final Completion Date, but shall provide for Contractor to be liable for all deficiencies for the applicable statute of limitations, and shall be in form and content otherwise satisfactory to the Owner. Article 3.5.6. Warranties shall become effective for all of the Work on the Final Completion Date. Article 3.4.7. Neither inspection nor payment (including final payment) by Owner, shall be deemed to be a waiver or release of Contractor with respect to its obligations to remedy any defect in the Work in accordance with the Contract Documents. Article 3M. Contractor shall furnish and hereby assigns to Owner all manufacturer's warranties received by Contractor or any Subcontractor furnishing labor and material with respect to the Project. Article 3.5.9. Contractor shall not waive, limit, or take any action to prejudice or void any warranties as to materials or component parts used in the Work or as to any Subcontrac- tor's Work without Owner's or Architect's prior written consent. • 2 .t ~r 3 l j 5u Article 3.7. 1. This article Is hereby modified to include the following language at the end of the paragraph: The Contractor shall procure all certificates of inspection, use, occupancy, permits and licenses, pay all charges and fees (excluding, however, capital recovery charges and charges and fees of a similar, capital nature required to be paid to cause utility lines or utility capacity or both to be available at the boundaries of the project site, which charges and fees are to be paid by Owner) and give all notices necessary and incidental to the due and lawful prosecution of the Work, including, without limitation, temporary utility hook-ups and service. Certificates of inspection, use and occupancy shall be delivered to the Owner upon completion of the Work in sufficient time for occupation of the project in accordance with the approved schedule for the Work. Article 3.7.2. Contractor shall comply with all laws, ordinances, regulations and rules applicable to Contractor's performance of the Work and on the conduct of the Work required under the Contract Documents, and shall comply with all applicable provisions of federal, state and municipal health, safety and building codes. Article 3.10.1. WITHIN THIRTY (30) DAYS OF COMMENCEMENT OF THE WORK, Contractor shall prepare a construction time schedule (the "Progress Schedule') setting forth the times by which each significant segment of the Work must be commenced and completed and the schedule pursuant to which the Work must be performed in order for the Work to be completed on time. Owner shall be entitled to reasonably approve the Progress Schedule prior to commencement of the Work. At all times during the prosecution of the Work, Contractor shall maintain each segment of the Work to within fifteen (15) days of the Progress Schedule, unless excess delay is caused by events for which Contractor is not responsible under the Contractor Documents. Article 3.10.4. The Contractor shall update the Progress Schedule monthly to reflect any authorized changes in the Contract Time and shall provide a chart showing the progress of each separate segment of the Work and the new projected completion dates for each segment and the entire Project. The Progress Schedule at a minimum shall specify whether the Project is on schedule, and if not, the reasons therefore and the terms of the new schedule. Projected completion times in the updated Progress Schedule shall not relieve Contractor from its obligation to complete the Project in the Contract Time substantially in accordance with the original Progress Schedule, and only changes to the Progress Schedule necessitated by authorized changes to the Contract Time shalt cause a permanent revision to the Progress Schedule. The Contractor shall hold monthly progress meetings at the Project Site, or at such other time and frequency as are acceptable to the Owner or Architect. Progress of the Work shall be reported in detail with reference to Progress Schedule. Article 3.15.3. The Contractor shall be responsible for damaged or broken glass and at completion of the Work shall replace such damaged or broken glass. The Contractor shall perform the following final cleaning at completion of the Work. (a) Remove all temporary protections; and 3 • • (b) Remove marks, stains, fingerprints and other soil or dirt from all surfac work; and (c) Remove spots, mortar, plaster, soil and paint from ceramic tile, marble, and other finish materials from all surfaces and other work; and (d) Clean fixtures, cabinetwork and equipment, removing stains, paint, dirt, and dust and leave in an undamaged and new condition; and (e) Clean all surfaces and other work in accordance with recommendations of the manufacturer. Article 3.18.1. To the fullest extent permitted by applicable law, Contractor shall and does agree to indemnify, protect, defend and hold harmless the Owner, and Architect, and their respective officers, directors, shareholders, employees and agents (collectively the "Indemnitees") from and against all claims, damages, losses, liens, causes of action, suits, judgments, and expenses, including attorney fees, of any nature, kind or description of any person or entity, directly or indirectly arising out of, caused by, or resulting from (in whole or in part) (1) the Work performed hereunder, or any part thereof, (2) the Contract Documents, or (3) any act or omission of Contractor, any Subcontractor, anyone directly or indirectly employed by them, or anyone that they control or exercise control over (collectively, the "Liabilities"). The obligations of Contractor under this indemnification shall apply to Liabilities even if such Liabilities are caused in whole or in part by the negligence of any Indemnitee but shall not apply to any negligence of third party contractors hired by the Owner to work on the Project. Contractor shall promptly advise Owner in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and Contractor, at Contractor's expense, shall assume on behalf of Owner (and the other Indemnitees) and conduct with due diligence and in good faith the defense thereof with counsel selected by Owner; provided, however, that Owner shall have the right, at its option, to be represented therein by advisory counsel of its own selection and at its own expense. In the event of failure by the Contractor to fully perform in accordance with this indemnification paragraph, Owner, at its option, and without relieving Contractor of its obligations hereunder, may so perform, but all costs and expenses so incurred by Owner in that event shall be reimbursed by Contractor to Owner, together with interest on the same from the date any such expense was paid by Owner until reimbursed by Contractor at the rate of interest provided to be paid on judgments under the laws of the State of Texas. This indemnification shall not be limited to damages, compensation or benefits payable under insurance policies, workers' compensation acts, disability benefit acts or other employees' benefit acts. Article 3.18.2. It is understood and agreed that Article 3.8 above is subject to, and expressly limited by, the terms and conditions of TEX. CIV. PRACT. & REM. CODE ANN. §§130.001-130.005 (Vernon Supp. 1989), as amended. Contractor shall not be obligated 4 i. u. ti t r a l~~ under Subparagraph 9.12 to indemnify or hold harmless Architect or ah agent, servant, or employee of Architect from liability or damage that: .1 is caused by or results from: (A) defects in plans, designs, or specifications prepared, approved, or used by the Architect; or (B) negligence of the Architect in the rendition or conduct of professional duties called for or arising out of the Contract Documents and the plans, designs or specifications that are a part of the Contract Documents; and 2 arises from: (A) personal injury or death; (B) property injury; or (C) any other expense that arises from personal injury, death or property injury. Article 3.18.3. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under this Article 3.8, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. ARTICLE 4 - ADMINISTRATION OF THE CONTRACT Article 4.1.2. Owner reserves the right to appoint a representative empowered to act for Owner during the construction phase and to supersede the Architect's construction phase responsibility to the extent set forth in written notice to the Architect and Contractor. With respect to such superseded responsibilities as set forth in the notice to the Architect and Contractor, Architect shall no longer bear responsibility in those areas from and after the effective date of such notice, unless and only to the extent from the time that Architect shall be redirected to resume responsibility by Owner. Similarly, from time to time, Owner may expand or reduce Owner's delegation of powers to the Architect, with Owner so notifying Contractor of any such changes. Notwithstanding the foregoing, any alteration of the Architect's responsibilities as provided for herein, shall not restrict or in any way limit the Contractor's right to consult with or seek an interpretation of the plans, drawings and specifications from the Architect. In the event the Architect's responsibilities are reduced, the Owner representative, assuming expanded control and supervision, shall not make unreasonable requests upon the Contractor relative to the Work previously approved by Architect. The Architect shall not be construed as a third-party beneficiary to the Contract and can in no way object to any expansion of reduction of powers as set forth 5 Vol 1 -'i F~ i 1 .4 • • Article 4.2.3. This article is hereby modified to include the following at the end of the paragraph: However, the Architect will be responsible for notifying the Owner, in writing, of any illegal, improper or unsound means, methods, techniques, sequences, procedures, safety precautions or programs and/or any acts or omissions of Contractor that are known or should have reasonably been discovered by Architect. r i 1 4.2.4.1. Contractor shall forward all communications to the Architect directly, along with a copy to the Owner of those communications Contractor reasonably believes Owner should be made aware. Article 4.2,5. Based on the Architect's observations and evaluations of progress and quality of the Work and Contractor's Applications for Payment, the Architect will, after consultation with Owner, certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. Article 4.3.7. This article is hereby modified to include the following at the end of the paragraph: In the event any claim for additional cost hereunder shall increase the contract sum be greater than 10%, the Owner may terminate the Contract Documents without being liable for damages to the Contractor, the Architect or any employees, agents, Subcontractors or any other persons or parties related thereto except to the extent of the cost of such out- of-pocket expenses reasonably incurred by Contractor. Article 4.4.1. Article 4.4.1 is hereby replaced with the following: "The Architect will review Claims and within ten (10) days after receipt of a Claim will either (i) reject the claim in whole or in part; (ii) recommend approval of the claim in whole or in part, (iii) request the r herein. In no event, however, shall Owner have control over or charge of,or be responsible for, construction means, methods, techniques, sequences or procedures, or for safety precautions or programs in connection with the Work, since these are solely the Contractor's responsibility. The Owner will not be responsible for Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for the acts or omissions of Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work." Article 4.2.1. This article is hereby modified to include the following at the end of the paragraph: The Architect shall administer the performance of the Work. The Architect will advise the Contractor with regard to matters set forth in the Drawings and Specifications. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with paragraph 4.12. 6 D'ALOF - ~ i r.♦.. •.L......_.5...~......~.u~.~.a....✓..aNU..r_i.,.l.`J,1..rw...-ru...A.✓..~}-.~~......n..~JL.a, r.-...... .a~+.✓-u... ...~a_..1..~.. r.~ claimant provide additional information in support of the claim, or (iv) suggest a compromise. The Architect's action under the preceding sentence shall' be reported to the Owner and Contractor. If a Claim is not resolved after consideration of the foregoing and of any further evidence provided to the Architect, the claimant shall be entitled to pursue its Claim in any lawful manner, subject to any limitations contained in the Contract Documents. Any recommendation of the Architect for the disposition of any Claim shall not be binding on the Owner or the Contractor unless specifically so stated herein." Article 4.5. All of the sections in Article 4.5 should be replaced with the following: "Owner and Contractor hereby agree that no claims or disputes between Owner and Contractor arising out of or relating to the Contract Documents or a beach thereof shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14), or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the project, Contractor consents to be joined in the arbitration proceeding if Contractor's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding." Article 5.2.5. If during the existence of the Contact Documents any Subcontractor withdraws, becomes insolvent or otherwise incapacitated, abandons the Work or is dismissed by Contractor, then Contractor, shall submit substitute Subcontractors to Owner for Owner's reasonable approval. All additional cost incurred by Contractor in replacing any such Subcontractor shall be borne by Contractor. Article 5.3.1. The following is hereby added to the end of this article. "Each Subcontract shall notify the Subcontractor of the existence of the performance and payment bonds, and shall attach a copy thereof. Each Subcontract shall further contain an acknowledgement by the Subcontractor that all claims for non-payment shall be made only against the surety and that, according to the Texas Property Code, may not be satisfied out of the Project." Article 5.3.2. Any part of the Work performed for the Contractor by a Subcontractor shall be pursuant to a written Subcontract between the Contractor and the Subcontractor. Contractor does hereby warrant and represent to the Owner that all of Contractor's written Subcontracts include the following terms and provisions: (a) require that such Work be performed in accordance with the requirements of the Contract Documents; (b) waive all rights the contracting parties may waive against one another or that the Subcontractor may have against the Owner for damages caused by fire or other perils covered by the property insurance required by the Contract Documents; 7 i - I VO PAG F ttc • • • (c) require the Subcontractor to carry and maintain liability insurance in accordance with the Contract Documents; (d) require the Subcontractor to furnish such certificates and waivers as the Owner may reasonably request; and (e) contain an acknowledgement of the existence of the performance and payment bonds, and of the subcontractor's sole recourse thereto as provided in Article 53.1 hereof. Article 5.4.2. Article 5.4.2 is hereby replaced with the following: "Owner shall only be responsible for compensating Subcontractors for work done, materials supplied or unique materials in the process of being manufactured to the extent accruing after the date that Owner gives written notice of its acceptance of the Subcontractor's subcontract. I ARTICLE 6 - CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS Article 6.11. The following is hereby added to the end of this article: "Upon written notice to the Contractor of a back-charge by Owner for such Work, and ten (10) days' opportunity to provide the Architect with evidence showing why Contractor should not be responsible for all or a portion thereof, the Architect shall be authorized to issue a binding certification as to the proper amount of the back charge, if any." ARTICLE 7 - CHANGES IN THE WORK Article 7.1.1.1. A field directive or field order shall not be recognized as having any impact upon the Contract Sum or the Contract Time and Contractor shall have no claim therefor unless it shall, prior to complying with same and in no event no later than ten (10) working days from the date such directive or order was given, submit to Owner for Owner's approval its change proposal. Article 7.1.1.2. When submitting its change proposal, Contractor shall include and set forth in clear and precise detail breakdowns of labor and materials for all trades involved and the estimated impact on the Progress Schedule. Contractor shall furnish supporting data as requested by Owner. Article 7.3.6. This article is hereby modified to include the following at the end of the paragraph: "Actual cost does not include any item which could be deemed to be a general conditions costs or overhead, such as, but not limited to, the cost of Contractor and Subcontractor ' supervisory personnel assigned to the Work, and field office and related expenses." pt • r I J ~t1 1 Article 81.4. If Contractor fails to achieve Substantial Completion of the Work (or any portion thereof) on or before the expiration of the Contract Time (as amended, if amended by Change Order pursuant to the terms of the Contract Documents) by reason of the fault of Contractor, its agents, employees. Subcontractors, suppliers and sub-subcontractors and their suppliers, Contractor shall pay to Owner, as liquidated delay damages only, the sum of one Hundred Twenty-Five Dollars ($125.00) for each calendar day that Substantial Completion is delayed after the date(s) specified for Substantial Completion. It is hereby agreed that the liquidated damages to which Owner is entitled hereunder are a reasonable forecast of just compensation for the harm that would be caused by Contractor's failure to achieve Substantial Completion of the Work (or any portion thereof) on or before the date(s) specified for Substantial Completion in the Agreement, but do not compensate Owner for any other damages relating to Contractor's failure to fully and properly perform the Contract Documents. It is agreed that the harm that would be caused by such failure, which includes loss of expected use of the Project areas, provisions of alternative storage facilities and rescheduling of moving and occupancy dates, is one that is incapable or very difficult of accurate estimation. All liquidated damages due under this provision and unpaid shall bear interest, from the date of demand until paid, at the maximum lawful rate, or twenty-four percent (24%) per annum if there is no applicable.maximum lawful rate. Article 9.4.3. In addition to and not in derogation of the provisions of Paragraph 9.4.2, the issuance of a Certificate for Payment shall constitute a recommendation to Owner by Architect in respect of the amounts to be paid to Contractor. Such recommendation shall be non-binding on Owner, and Owner shall be entitled to refuse to make payment on any Certificate for Payment as provided in Paragraph 9.6.1 hereof. Article 9.5.3. Without implying Owner's liability in other circumstances, Owner shall absolutely not be deemed to be in breach of these Contract Documents by reason of the withholding of any payment pursuant to any provision of Contract Documents provided the Architect has approved the Owner's action or the Work in question shall have been rejected by any governmental authority for reasons other than failure to conform to a change in governmental regulations or requirements enacted after commencement or completion of the rejected work. Article 9.6.1 This article is hereby modified to include the following at the end of the paragraph: Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for Payment (including, without limitation, the final Certificate for Payment) for any default 9 VO PAGER. • `J Article 9.8.1. This article is hereby modified to include the following at the end of the paragraph: The Work will not be considered suitable for Substantial Completion review until all Project systems included in the Work are operational as designed and scheduled, all designated or required governmental inspections and certifications have been made and posted, designated instruction of Owner's personnel in the operation of systems has been completed, and all final finishes provided for in the Contract Documents are in place. In general, the only remaining Work shall be minor in nature, so that the Owner and/or Owner's tenants could occupy the building on that date and the completion of the Work by the Contractor would not materially interfere or hamper the Owner's or Owner's tenants' (or those claiming by, through or under Owner) normal business operations. As a further condition of Substantial Completion acceptance, the Contractor shall certify that all remaining Work, the same being solely of a "punchlist" nature, will be completed within thirty (30) consecutive calendar days or as agreed upon following the date of Substantial Completion ("Final Completion"). Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate of Substantial Completion or any Certificate of Payment (including, without limitation, the final Certificate of Payment) for any default of the Contractor. The Owner shall not be deemed in default by reason of withholding payment while any of such defaults remain uncured. ARTICLE 10 - PROTECTION OF PERSONS AND PROPERTY Article 10.1.2. This article is hereby modified to include the following at the end of the paragraph: The term "Hazardous Material or Substance" shall be defined as any toxic or hazardous material as described in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, with all amendments and revisions thereto, or in any law, regulation or statute of the State of Texas or any department, agency, or bureau thereof. The Contractor shall not unreasonably refuse to recommence the Work in the affected area after investigation by the Owner and Owner's authorization to proceed, nor in any circumstances refuse to recommence such Work after certification by an environmental engineer that there is little likelihood of any such contamination in the area in question. ARTICLE 12 - UNCOVERING AND CORRECTION OF WORK Article 12.2.6. This article is hereby modified to include the following at the end of the paragraph: 10 4 ~ VOL,-~PAQg="f, subparagraphs 9.5.1.1 through 9.5.1.7 hereof. The Owner shall not be deemed in default by reason of withholding payment while any of such defaults remain uncured. i11 The corrective remedies set forth in this Paragraph 12.2 are not exclusive and shall not deprive the Owner of any action, right or remedy otherwise available to it for breach of any of the provisions of the Contract Documents. Article 12.3.2. No change in the Work, whether by way of alteration or addition to the Work, shall be the basis of an addition to the Contract Sum or a change in the Contract Time unless and until such alteration or addition has been authorized by a Change Order executed and issued in accordance with and in strict compliance with the requirements of the Contract Documents. This requirement is of the essence of the Contract Documents. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that the Owner has been unjustly enriched by any alteration or addition to the Work, whether or not there is in fact any such unjust enrichment, shall be the basis for any claim to an increase in the Contract Sum or change in the Contract Time. Article 13.2.1. This Article is hereby modified to include the following at the end of the paragraph: Contractor may not assign its right under the Contract Documents or assign any rights to any moneys due or to become due. Any entity which shall succeed to the rights of the Owner shall be entitled to enforce the rights of Owner hereunder. Any assignment by Contractor without prior written consent from Owner shall be void. Article 13.4.3. If any provision of the Contract Documents shall, for any reason, be held violative of any applicable law, and so much of the Contract Documents is held to be unenforceable, then the validity of such specific provision herein shall not be held to invalidate any other provision herein which shall remain in full force and effect. Article 13.7.1 if any action at law or in equity is necessary to enforce or interpret the terms of the Contract Documents, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any relief to which it may be entitled. Article 13.8. Contractor's Records. Article 13.8.1. Owner Access to Contractor's Books. Contractor shall permit Owner or Owner's agent or representative to have access at all times during normal business hours to all records, correspondences, account books, invoices, cancelled checks, contracts, bills of sale, statements, receipted vouchers, and payrolls pertaining to the Project. Contractor shall preserve, at its own expense, all such records relating to the Project for a period of three (3) years after final payment under these Contract Documents. Article 119. Mechanic's and Materialmen's Liens. Article 13.9,1. Contractor to Satisfy Liens and Encumbrances. Contractor agrees to satisfy immediately any lien or encumbrance which, because of any act or default of Contractor, 11 VO Pt OF,...,,_. ate.-~ ..~..~~.....~..,._s...........si...~.:..,~.....~,.:~._1t ~+`...+...:ihr... _ ..i,a~~,. ~ _ '.~_i_ a ~i 3 ~a J ~ hh • t1 is filed against the Project, and to indemnify and save Owner harmless from and against an and all resulting losses, costs, fees and expenses (including, but not limited to, reasonable attorneys' fees, court costs and the cost of obtaining a bond to indemnify against any such lien). Notwithstanding the obligation of Owner to make final payment to Contractor within thirty (30) days following final completion of the Work as provided herein, Owner shall be entitled to withhold funds due to Contractor in an amount sufficient to satisfy all claims filed or asserted by laborers or materialmen or, at Owner's election, Contractor shall post, t file, and serve a bond in a form acceptable to Owner in double the amount necessary to satisfy any such claims filed by laborers or materialmen. If a bond is provided by the Subcontractor, laborer, or materialman filing suit or such lien claim within thirty (30) days of the service of the bond, Contractor shall immediately obtain a release of such lien and . a dismissal of such suit will prejudice. 4- • Article 14.1.1. The Contractor may terminate the Contract Documents in the manner provided in Article 14.1.2 if repeated suspensions, delays or interruptions by the Owner constitute in the aggregate more than one hundred percent (100%) of the total number of days scheduled for completion, or one hundred fifty (150) days in any 365-day period, whichever is less, or if all of the Work is entirely stopped for a continuous period of thirty (30) days for any of the following reasons through no act or fault of the Contractor or a Subcontractor, Sub-Subcontractor or their suppliers, agents or employees or any other persons performing portions of the Work for or providing materials or services to the Contractor or for or to any other person or entity performing any part of the Work: .1 issuance of an order of a court or other public authority having jurisdiction; .2 an act of government, such as a declaration of national emergency, making material unavailable; or .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification or because the Owner has not made payment on a Certificate for Payment (without cause) within the time stated in the Contract Documents. Article 14.1.2. If one of the above reason exists, the Contractor may, upon fourteen (14) days' written notice to the Owner and Architect, terminate the Contract Documents, unless such reason is cured prior to the expiration of the notice period, and Owner shall incur no liability to Contractor by reason of such termination, except that Contractor shall be entitled to recover from the Owner payment of Work properly executed in accordance with the Contract Documents prior to the effective date of termination (the basis for such payment shall be as provided in the Contract Documents) and for payment for costs directly related to Work theretofore and thereafter performed by Contractor in terminating such Work, including reasonable demobilization and cancellation charges, provided said Work is authorized in advance by Architect and Owner. 12 'i V® PAC i~ Article 14.1.3. The Owner shall not be. responsible for damages for loss of anticipated profits on work not performed on account of any termination described in Articles 14.1.1 and 14.1.2. Article 14.2.Termination by the Owner. Article 14.2.1. Defaults. Contractor shall fully and punctually complete all the Work; Contractor shall fully and punctually pay and discharge all costs and expenses of the Work; Contractor shall fully and punctually perform and comply with all terms and conditions of the Contract Documents; and the Project shall be and remain free of all liens for labor and/or materials, except for liens created incidental to this Contract that arise by operation of law in favor of Contractor to secure the payment of the unpaid portions of the Contract Sum. The following shall constitute events of default by Contractor under the Contract Documents: (a) Contractor fails to fully and punctually perform any of the terms, conditions and covenants of these Contract Documents and fails to commence to remedy such default within three (3) business days after notice specifying such failure in reasonable detail is delivered to Contractor or to prosecute such remedial measures diligently and continuously to completion thereafter (without further notice or demand); (b) Contractor refuses or fails (except when extension of time is provided in the Contract Documents) to supply enough properly skilled workmen or proper materials to complete the Work within the time specified in Article 3 hereof; (c) Contractor fails to make prompt payment to Subcontractors, laborers or materialmen for materials or labor (whether or not any lien is filed against the Project) for which Contractor has not provided to the Owner an explanation in writing for such non- payment deemed justifiable or acceptable to the Owner in its sole discretion. (d) Contractor fails to strictly abide by all laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; (e) Contractor becomes insolvent, or makes a transfer in fraud of creditors, or makes . an assignment for the benefit of creditors; (f) Contractor files or has filed against it a petition under any chapter or section of the United States Bankruptcy Code, as amended, or under any similar law or statute of the United States or any state thereof, or shall be adjudged bankrupt or insolvent in any legal proceeding; (g) a receiver or trustee is appointed for all or a significant portion of the assets of Contractor; 13 i I r E (h) Contractor fails to maintain any segment of the Work on schedule within thirty (30) days of the date specified in the Progress Schedule described in Article 3.10.1, above; or C, J r~ (i) Contractor actually or constructively abandons, or puts Owner on actual or constructive notice that it intends to abandon, the Project. If an event of default by Contractor should occur, in addition to all other remedies of Owner under the Contract Documents and available at law or in equity, Owner may immediately and without further notice terminate the Contract and take possession of the site and of all materials, equipment, tools and construction equipment and machinery thereon owned by Contractor and may finish the Work by whatever method Owner may deem expedient. If the final cost to complete the Work exceeds the Contract Sum specified in Article 4, then such excess shall be paid by Contractor to Owner upon demand, together with all other damages suffered by Owner by reason of Contractor's breach, and all such amounts unpaid shall bear interest at a variable rate equal to the highest rate permitted by law from the date of demand until paid. If there is no maximum lawful rate, then the rate shall be 24% per annum. After the termination of this Contract by Owner pursuant to this Article 3.5.7, Contractor shall not be entitled to any further payment under this Contract except to the extent of any amount by which Work completed or installed by Contractor prior to such termination and not previously paid for by Owner exceeds the amount due by Contractor to Owner under this Article 3.5.7 (including all damages which Owner would be entitled to recover at law from Contractor by reason of Contractor's breach), and even then only at such time as the Work is finally completed. It is expressly agreed that pursuit by Owner of any one or more of the remedies provided herein or otherwise available at law or in equity shall not constitute an election of remedies by Owner, nor shall forbearance by Owner to enforce one or more of the remedies provided herein upon an event of default by Contractor be deemed or construed to constitute a waiver of such default. Article 14.2.2. It is recognized that: (1) if an order for relief is entered on behalf of Contractor pursuant to Title 1I of the United States Code, (2) if any other similar order is entered under any other debtor relief laws, (3) if Contractor makes a g.-neral assignment for the benefit of its creditors, (4) if a receiver is appointed for the benefit of its creditors, or (5) if a receiver is appointed on account of its insolvency, any such event could impair or frustrate Contractor's performance of the Contract Documents. Accordingly, it is agreed that upon the occurrence of any such event, Owner shall be entitled to request of Contractor or its successor in interest adequate assurance of future performance in accordance with the terms and conditions of the Contract Documents. Failure to comply with such request within ten (10) days of delivery of the request shall entitle Owner to terminate the Contract Documents and to the accompanying rights set forth above in Article 14.2.1 hereof. In all events pending receipt of adequate assurance of performance and actual performance in accordance therewith, performance in accordance therewith, Owner shall be entitled to proceed with the Work with its own forces or with other contractors on a time and material or other appropriate basis, the costs of which will be backcharged against the Contract Sum. 14 • PAGE <0 ~JI I ^1 I Article 14.2.3. In addition to Owner's right to remove Contractor from any part of the Work pursuant to the Contract Documents, Owner may, at any time,'at will and without cause, terminate any part of the Work or any Subcontractor or all remaining Work for any reason whatsoever by giving seven (7) days' prior written notice to Contractor specifying the Work or Subcontract to be terminated and the effective date of termination. Contractor shall continue to prosecute the part of the Work not terminated. If the Work of any Subcontract is so terminated, Owner shall incur no liability to Contractor by reason of such termination, except that Contractor shall be entitled to payment for Work done and properly executed in accordance with the Contract Documents prior to the effective date of termination (the basis for such payment shall be as provided in the Contract Documents), and for costs directly related to Work theretofore and thereafter performed by Contractor in terminating such Work or Subcontract including reasonable demobilization and cancellation charges provided said Work is authorized in advance by Architect and Owner. No payment shall be made by Owner, however, to the extent that such Work or Subcontract is, was or could have been terminated under the Contract Documents or an equitable adjustment is made or denied under another provision of the Contract Documents. In case of such termination, Owner will issue a Construction Change Directive or authorize a Change Order in making any require adjustment to the date of Substantial Completion and/or the Contract Sum. For the part of the Work terminated, the applicable provisions of the Contract Documents shall continue in force and effect as to all Work performed prior to the effective date of termination. For the remainder of the Work, the Contract Documents shall remain in full force and effect. Article 14.2.4. The Owner shall not be responsible for damages for loss of anticipated profits on Work not performed on account of any termination described in Subparagraph 14.2.4. Article 14.2.5. Upon a determination by a court of competent jurisdiction that termination of Contractor pursuant to Paragraph 14.2.1 was wrongful, such termination will be deemed converted to a termination for convenience pursuant to Paragraph 14.2.3 and Contractor's • remedy for wrongful termination shall be limited to the recovery of the payments permitted for termination for convenience as set forth in Paragraph 14.2.3. 15 ~i ~tt S' E E r VOL 2 PAGE ~'I CI u 0 AIA DOCIJUM A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION AIA* • ®1987 THE AMERICAN INSTn VIT OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W.. WASHINGTON, D.C. 20006 A201-1987 1 WARM NM- Unlicensed plwtoaopft violoes U.S. copydgltt laws and Is eL&Ject to legtd prosecution. VOL-4. PAV E S~ IT H Fs` A M E R I C A N I N S T I T U T E O F wti r t, AIA Document A201 General Conditions of the Contract for Construction THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS MODIFICATION 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 8. TIME 2. OWNER 9. PAYMENTS AND COMPLETION 3. CONTRACTOR 10. PROTECTION OF PERSONS AND PROPERTY 4. ADMINISTRATION OF THE CONTRACT 11: INSURANCE AND BONDS ` 5. SUBCONTRACTORS 12. UNCOVERING AND CORRECTION OF WORK .6. CONSTRUCTION BY OWNER OR BY 13. MISCELLANEOUS PROVISIONS SEPARATE CONTRACTORS ' 14. TERMINATION OR SUSPENSION OF THE 7. CHANGES IN THE WORK CONTRACT This document has been approved and endorsed by the Associated General Contractors of America. Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970. 1976, ©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C., 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecutions. I I CAUTION: You should use an original AIA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. A R C H I T E C T S INDEX Acceptance of Nonconforming Work 9.6.6.9-9.3,12.3 Acceptance of Work . 9.6.6, 9.8 2.9.9.3, 9 10.1, 9.10 3 Access to Work . 3.16.6-2.1. 12.1 Accident Prevention . 4.2.3, 10 Acts and Omissions 3.2 1, 3.2.2, 3.3 2.3.12.8, 3.18, 4.2.3, 4.3.2. 4.3.9, 8.3.1, 10.1.4, 10.2.5. 13.4.2, 13.7, 14.1 Addenda 1.1.1,3.11 Additional Cost, Claims for 4.3.6, 4.3.7, 4.3.9, 6.1.1, 10.3 Additional Inspections and Testing....... 4.2.6,9.8.2, 12.2.1, 13.5 Additional Time, Claims for 4.3.6, 4.3.8, 4.3.9.8.3.2 ADMINISTRATION OF THE CONTRACT 3.3-3.4,9.4,95 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13, 4.5.1 Allowances 3.8 All-risk Insurance 11.3-1.1 Applications for Payment 4.2.5.7-3.7.9.2.9.3,9.4,9.5.1.9.63. 9.8.3. 9.10 1, 9.10 3, 9.10.4, 11.1.3, 14 2.4 Approvals . 2.4, 3.3.3, 3 5.3.10.2, 3.12.4 through 3 12.8, 3.18 3. 4.2.7, 9.3.2, 11.3.1.4, 13.4.2, 13.5 Arbitration . . 4.1 A. 4.3 2, 4.3.4, 4 4 4, 4.5, 8.3.1, 10.1 2, 11.3-9. 11.3.10 Architect 4.1 Architect, Definition of . 4.1.1 Architect, Extent of Authority. 2.4, 3.12 6, 4.2, 4.3.2, 4.3.6, 4.4, 5.2, 6.3. 7.1.2, 7.2.1, 7.3 6, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9 8.2, 9.8.3, 9.10.1, 9.10.3, 12.1. 12.2.1. 13.5.1,135.2,14.2.2,14.2.4 Architect, Limitations of Authority and Responsibility . 3.3 3, 3.12 8, 3.12.11, 10,4.2.12, 4.2.13, 4.3.2. 5.2.1, 7.4, 9.4.2. 9.6.4, 9.6.6 Architect's Additional Services and Expenses 2.4, 9.8.2, 11.3 1 I, 12.2 1, 12.2.4, 13.5.2. 13.5.3, 14.2.4 Architect's Administration of the Contract 4.2, 4.3.6. 4.3.7. 4 4. 9.4, 9.5 Architect's Approvals 2.4.3-5-1.3-10.2.3-12.6.3-12.8,3.18.3,42.7 Architect's Authority to Reject Work 3.5.1, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.3 Architect's Decisions..... 4.2.6, 4.2.7, 4.2.11,.4.2.12, 4.2.13, 4.3 2, 4.3.6, 4.4.1, 4.4.4. 4.5, 6.3. 7.3.6, 7.3 8, 8.1.3, 8.3.1. 9.2, 9 4. 9.5.1, 9.8.2, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4 Architect's Inspections 4.2.2, 4.2.9, 4.3.6, 9.4.2, 9.8.2, 99.2, 9.10.1, 13.5 Architect's Instructions. . 4.2.6, 4.2.7, 4.2.8, 4.3.7, 7.4.1, 12.1,13.5.2 Architect's lnterpretations 4 2.11, 4.2.12, 43.7 Architect's On-Site Observations 4.2.2.4.2.5, 4.3.6, 9.4.2, 9.5.1, 9.10.1, 13.5 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1:2, 3.2.1, 3.2.2, 333.3.5.1,3.7.3.3It.3.12.8, 3.12.11. 4.2.6, 4.2.12, 5.2, 6.2.2, 7.3.4, 9.8.2, 11.3.7, 12.1. 13.5 Architect's Relationship with Subcontractors 1.1.2, 4.2.3.4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 Architect's Representations 9 4.2, 9.5.1, 9.10.1 Architect's Site Visits 4.2.2, 4.2.5, 4.2.9, 4.3.6, 9.4.2, 9.5.1, 9.8.2, 9.9.2, 9.10 1, 13.5 Asbestos 10.1 Attorneys' Fees 3.18-1.9.10.2. 10.1.4 Award of Separate Contrcts 6.1.1 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1. 1.1.7, 5.2.1, 11.4.1 Boiler and Machinery Insurance 11.3.2 Bonds. Lien 9.10.2 Bonds. Performance and Payment. 7.3.6.4, 9.10.3, 11.3.9. 11.4 Building Permit . 3.71 Capitalization . 1.4 Certificate of Substantial Completion 9.8 2 Certificates for Payment 4.2.5.4.2.9, 9.3.3, 9.4, 9.5, 9 6. 1, 96.6,9.7.1,9.8.3,9.101,9.103. 13.7. 14.1.1.3, 14.2.4 Certificates of Inspection, Testing or Approval 3.12.11, 13 5 4 Certificates of insurance 9.3.2, 9.10.2, 11.1.3 Change Orders 1.1.1, 2.4.1, 3.8.2.4, 3.11, 4.2.8, 4.3.3, 5.2.3, 7.1, 7.2, 7.3.2, 8.3.1, 9.3.1,1, 9.10.3, 11.3.1 2, 11.3.4, 11.3 9. 12 1.2 Change Orders, Definition of 72.1 Changes 7.1 CHANGES IN THE WORK 3.11. 4.2.8.7. 8.3 1, 9.3 1.1, 10 1 3 Claim, Definition of 4.3.1 Claims and Disputes 4.3.4.4, 4.5, 6.2.5, 8 3 2, 9.3.1 2, 9 3.3, 9.10.4, 10.1 4 Claims and Timely Assertion of Claims 4.5.6 Claims for Additional Cost 4.3 6,4.3.7, 4.3.9, 6 1.1, 10 3 Claims for Additional Time 4.3.6, 4.3.8, 4 3.9, 8 3 2 Claims for Concealed or Unknown Conditions . . . . 4.3.6 Claims for Damages ...3.18, 4.3.9, 6 1.1, 6.2.5, 8 3.2, 9.5 1 2, 10 1 4 Claims Subject to Arbitration 4.3.2, 4.4 4,4 5.1 Cleaning Up 3.15, 6 3 Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Conditions Relating to . 2 12, 2.2.1, 3.2.1, 3.2.2, 3.7 1, 3.10 I, 3.12.6, 4.3 7, 5 2 1, 6.2.2, 8.1.2, 8.2.2, 9.2, 11.1-3. 11.3 6, it 4.1 Commencement of the Work. Definition of . . 8 1 2 Communications Facilitating Contract Administration 3.9.1, 4.2.4, 5.2.1 Completion, Conditions Relating to 3.11, 3.15, 4.2.2, 4.2.9, 4.3.2, 9.4.2, 9 8, 9.9.1, 9.10, 11.3.5, 12.2.2, 13.7.1 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 4.3.5.2, 8.1.1, 8.1.3, 8.2.3, 9.8, 9.9.1, 12.2.2,'13.7 Compliance with Laws 1. 3, 3.6.3.7, 3.13, 4.1.1, 10.2.2, 1 1.1, 11.3. 13.1, 13 5.1, 13-5.2. 13-6. 14.1.1, 14.2 1 3 Concealed or,Unknown Conditions 436 Conditions of the Contract 13.1, 1.1.7, 6.1 1 Consent, Written 1.3.1.3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.5.5. 9.3.2, 9.8.2, 9.9.1, 9.10.2, 9.10.3,10.1.2. 10 1.3, 11.3.1, 11.3.1.4, 11.3.11, 13.2, 13.4.2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1 4,6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, k.2.8, 7.1, 7.3, 9.3.1 . Construction Schedules, Contractor's 3.10.6-1.3 Contingent As3lgnment of Subcontracts 5.4 Continuing Contract Performance . 4.3.4 Contract, Definition of 1 1.2 CONTRACT, TEWMNATION OR SUSPENSION OF THE 4.3.7, 5.4.1.1,14 Contract Administration 3.3-3.4.9.4,9.5 Contract Award and Execution, Conditions Relating to 3.7 1, 3.10, 5.2, 9.2, 11.1.3. 11.3.6, 11.4.1 Contract Documents, The 1.1, 1.2, 7 Contract Documents, Copies Furnished and Use of... 1.3, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Performance During Arbitration 4.3.4, 4.5.1 Contract Sum . . 3.9, 4.1 6, 4.3.7, 4.4 4, 5.2.1, 6.1.3, 7.2, 7.3, 9.1, 9.7, I I , i. l . 12.2.4, 12.3, 14.2.4 Contract Sum, Definition of . 9.1 Contract Time 4.3.6.4.3.8, 4.4.4, 7.2.1.3, 7.3, 8.2.1. 8.3.1, 9.7, 12. 1.1 Contract Time. Definition of 8.1.1 AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION 2 A201-1987 AIA* • © I9H7 T1IE AMERICAN INSTITUTE OF ARC111TEC.TS, 1735 NEW YORK AVENUE, N.W., WASI HNGTON, U C 2txxib WARNING: Unlicensed photocopying violates US. copyright two and is au!Xoct to legal prosecution. a~ ~i r W , c_ . CONTRACTOR . . . . 3 Emergencies . . , , 4 3 7,10.3 k Contractor, Definition of 3.1, 6 1 2 Employees, Contractor's 3 3.2, 3.4 2, 3.8 1, 3 9, 3 18 1, Contractor's Bid . 1 1.1 3 18 2, 4 2.3, 4.2 6, 8 1 2, 10 2, 10 3, 11 1.1, 14 2 1.1 Contractor's Construction Schedules . 3.10, 6 1 3 Equipment, Labor, Materials and . , 1.1 3, 1.1 6, 3 4, 3.5 1, Contractor's Employees 3 3 2, 3.4 2, 3 8.1, 3.9, 3.18.4 2.3, 3 8.2, 3.12.3. 3.12.7, 3.12.11, 3.13. 3 15 1, 4 2 7, 4.2.6, 8.1.2, 10.2. 10.3. 11.1.1, 14.2.1.1 6.2.1, 7.3,6, 9.3.2, 9.3.3, 11.3, 12.2.4, 14 Contractor's Liability Insurance 11.1 Execution and Progress of the Work 1.1.3, 1 2.3.3.2, 3.4.1, , Contractor's Relationship with Separate Contractors 3.5.1, 4.2.2, 4.2.3, 4.3 4, 4.3.8, 6.2.2, 7.1.3, and Owner's Forces 2.2.6, 3.12.5, 3.14.2, 4.2.4, 6, 12.2.5 7.3.9, 8.2, 8.3, 9.5, 9.9.1, 10.2. 14.2. 14.3 Contractor's Relationship with Subcontractors 1.2.4, 3.3.2, Execution, Correlation and Intent of the 3.18 1, 3 18 2, 5.2, 5.3. 5.4, 9.6.2, 11.3.7, 11.3.8, 14.2.1.2 Contract Documents 1.293.7 1 Contractor's Relationship with the Architect 1.1.2, 3.2.1, 3.2 2, Extensions of Time 4.3.1, 4.3.8, 7.2.1.3.8.3, 10.3.1 3.3.3, 3.5.1, 3.7.3, 3.11. 3.12.8 3.16. 3.18, 4.2.3, 4.2.4, 4.2.6, Failure of Payment by Contractor 9.5.1.3, 14.2.1.2 4.2.12, 5.2, 6.2.2, 7.3.4, 9.8.2, 11.3.7, 12.1, 13.5 Failure of Payment by Owner 4.3.7, 9.7, 14.1.3 Contractor's Representations, . 1.2.2,3.5.1.3.12.7,6.2.2,8.2.1,9.3.3 Faulty Work (See Defective or Nonconforming Work) Contractor's Responsibility for Those Final Completion and Final Payment . 4.2.1, 4.2 9, 4.3 2, Performing the Work 3.3.2, 3. 18, 4,2,3, 10 4.3.5, 9.10, 11.1.2, 11.1.3, 11.3.5, 12.3.1, 13.7 Contractor's Review of Contract Documents 1.2.2, 3.2.3.7.3 Financial Arrangements, Owner's 2.2.1 Contractor's Right to Stop the Work 9.7 Fire and Extended Coverage Insurance , 11.3 Cgntractor's Right to Terminate the Contract 14.1 ' GENERAL PROVISIONS 1 s Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, Contractor Govern) Law . . 13.1 7.3.6,9.2,9.3.1,9.8.2.9.9.1,9.10.2, . .10, 10.1.2, 11.4.2, 11.4.3 9 0 1 2, 1 Gtutantees (See Warranty and Warranties) Superintendent . . . . . . . . .2.6 Contractor's 3'9'10 Hazardous Materials . 10.1. 10.2.4 Contractor's Supervision and Construction Procedures...... 1 2.4, Identification of Contract Documents 1.2.1 3.3, 3.4, 4.2.3, 8.2.2, 8.2.3, 10 Identification of Subcontractors and Suppliers 5.2.1 Contractual Liability Insurance 11.1.1.7, 11.2.1 Indemnification 3.17.3.16, 9.10.2, 10.1.4, 11.3.1.2, 11.3.7 Coordination and Correlation 1.2.2, 1,2.4, 3.3.1, Information and Services Required of the Owner 2.1.2, 2.2, 3.10,3.12.7,6.1.3,6.2.1 4.3.4,6.1.3,6.1.4,6.2.6,9.3.2,9.6.1.9.6.4,9.8.3.9.9.2, Copies Furnished of Drawings and Specifications 1.3, 2.2.5, 3.11 9.10.3. 10.1.4, 11.2, 11.3, 13.5.1, 13.5.2 Correction of Work 2.3, 2.4, 4.2.1, 9.8,2, Injury or Damage to Person or Property 4.3.9 9.9.1, 12.1.2, 12.2, 13.7.1.3 Inspections 3.3.3, 3.3.4, 3.7.1, 4.2.2, Cost, Definition of 7.3.6, 14.3.5 4.2.6, 4.2.9, 4.3.6.9.4.2, 9.8.2, 9.9.2, 9.10.1, 13.5 Costs 2.4, 3.2.1, 3.7.4, 3.8.2, 3.15.2.4.3.6, 4.3.7, 4.3.8.1, 5.2.3, Instructions to Bidders 1.1.1 ; t 6.1.1, 6.2.3, 6.3, 7.3.3.3, 7.3.6, 7.3.7, 9.7, 9.8.2, 9.10.2, 11.3.1.2, instructions to the Contractor 3.8.1, 4.2.8, 5.2.1, 7, 12.1. 13.5.2 11.3-1.3,11-3.4,11-3.9,12.1,12.2.1,12.2.4,12.2-5,13.5,14 insurance.. 4.3.9.6.1.1, 7.3.6.4, 9.3.2, 9.8.2, 9.9.1, 9.10.2, 11 Cutting and Patching 3.14, 6.2.6 Insurance, Boller and Machinery 11.3.2 ' Damage to Construction of Owner or Separate Contractors 3.14.2, s Liability 11.1 Insurance, Contractor 6.2.4. 9.5.1.5, 10.2.1.2, 10.2.5, 10.3, 11.1, 11.3, 12.2 Insurance, Effective Date of 8.2.2, 11.1.2 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.3 11.3 Insurance, Loss of Use . . . . . . . . . . . . . . . . . . . . . 1 1.3.3 . . . . ' Damages, Claims for 3.18.4.3.9.6.1.1.6.2.5.8-3.2,9.5.1.2,10,, 1.4 . . . . . . . . . . 11.2 Liability s . . . . . . . . . . . . . . . . Insurance, Owner Damages for Delay 6.1.1, 8.3.3.9.5.1.6, 9.7 Insurance, Property 10.2.5,11.3 ti Date of Commencement of the Work, Definition of 8.1.2 Insurance, Stored Materials 9.3.2, 11.3.1.4 Date of Substantial Completion, Definition of 8.1.3 INSURANCE AND BONDS , , , 11 Day, Definition of 8. 1.4 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.3.11 Decisions of the Architect 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13. Insurance Companies, Settlement with 11.3.10 i 4.3.2, 4.3.6, 4.4.1, 4.4.4, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, $•3.1, 9.2, Intent of the Contract Documents 1.2.3, 3.12.4, . 9.4, 9.5.1, 9.8.2, 9.9.1, 10.1.2, 13.5.2, 14.2.2. 14.2.4 4.2.6, 4,2.7, 4.2.12, 4.2.13. 7.4 i t Decisions to Withhold Certification 9.5, 9.7, 14.1.1.3 Interest.. 13.6 Defective or Nonconforming Work. Acceptance, Interpretation 1.2.5. 1.4. 1.5. 4.1.1, 4 3.1, 5.1, 6.1.2.8.1.4 Rejection and Correction of 2.3, 2.4, 3.5-1. 4.2.1, 4.2.6 14.2. 3 4.3.5 9.8.2 10.2.5 12 9.5.2 9.9.' .5 5 Interpretations, Written 4.2.11.4.2.12.4-3.7 , , , , , , . Defective Work. Definition . 3.5.1 Joinder and Consolidation of Claims Required 4.5.6 Definitions 1.1, 2.1.1, 3.1.3.5.1, 3.12.1.3.12.2.3.12.3, 4.1.1, Judgment on final Award 4.5-1,4.5.4.1,4.5.7 4.3.1, 5.1, 6.1.2, 7.2.1. 7.3.1, 7.3.6, 8. 1. 9.1.9.8.1 Labor and Materials, Equipment 1.1.3. 1.1.6.3.4, 3.5.1.3.8.2. Delays and Extensions of Time 4.3-1. 4.3-8.1, 4.3.8.2, 3.12.2, 3.12.3. 3.12.7. 3.12.11. 3.13. 3.15.1, s 6.1.1, 6.2.3, 7.2.1, 7.3.1, 7.3.4, 7.3.5. 7.3.8. 4.2.7, 6.2.1, 7.3.6, 9.3.2, 9.3.3. 12.2.4, 14 7.3.9. 8.1.1, 8.3, 10.3.1, 14.1.1.4 labor Disputes 8.3.1 . , Disputes 4.1.4, 4.3, 4.4, 4.5, 6.2.5, 6.3, 7.3.8, 9.3.1.2 4.5.5, 4.5.7, Laws and Regulations 1.3.3.6.3.7, 3.13.4.1.1 Documents and Samples at the Site 3.11 9.9.1, 10.2.2, It-I. 11.3. 13.1. 13.4. 13.5.1, 13.5.2. 13.6 Drawings, Definition of 1.1.5 Liens 2.1.2, 4.3.2, 4.3.5.1, 8.2.2, 9.3.3.9.10.2 Drawings and Specifications, Use and Ownership of.... 1.1.1.1.3. Limitation on Consolidation or Joinder 4.S.5 2.2.5. 3.11. 5.3 Limitations, Statutes of 4.5.4.2, 12.2.6, 13.7 Duty to Review Contract Documents and Field Conditions 3.2 Limitations of Authority 3.3-1,4.1.2.4.2.1, Effective Date of Insurance 8.2.2, 11.1.2. 4.2.3, 4.2.7.4.2.10. 5.2.2, 5.2.4.7.4, 11.3. 10 ti AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR COWMUCTION • FOURTEENTH EDITION 2 6 A201-1987 3 O -DO 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AIA 0()0 AVENUE. N .V.. WASHINGTON, D.C. WARN : Ur0lamsed phowcopoV vloletm tL& copyrlgM lams and Is is "ed to un -7 i . - . _ . ~ Z.. w.. tu_ . .L... -,~a.r a_,... ,.~.r.a_~....v_ ~..L.u.w., .v....~.....i._ , ...._.....s..a~ o.,~.....~ _..r. . 1......... ~.1.-.- r Limitations of Liability 2.3.3.2.1, 3.5.1, 3.7.3.3.12.8, 3.12.11, 317,3.18,426.427,4.2.12,6.2.2.9.4.2,964,9.10.4, 10 1.4, 10.2 5. 11.1 2. 11.2.1, 11.3.7 , 13.4.2. 13.5.2 Limitations of Time. General 2.2.1, 2.2.4, 3.2.1, 3.7.3, 3.8 2, 3.10. 3.12.5, 3.15.1, 4.2.1, 4.2.7, 4.2.11, 4.3.2, 4.3.3, 4.3.4,4.3.6, 4.3.9, 4.5.4.2, 5.2.1, 5.2.3, 6.2.4, 7.3.4, 7.4, 8.2. 9.5, 9.6.2, 9.8, 9.9, 9.10. 11.1.3. 11.3.1, 11.3.2, 11.3.5, 11.3.6, 12.2.1, 12.2.2, 13.5, 13.7 Limitations of Time, Specific 2.1.2, 2.2.1, 2.4, 3.10.3.11, 3.15.1, 4.2.1, 4.2.11, 4.3. 4.4, 4.5, 5.3.5.4, 7.3.5, 7.3.9, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.6.1, 9.7, 9.8.2, 9.10.2, 11.1.3, 11.3.6, 11.3.10,11.3.11,12.2.2,12.2.4,12.2.6,13.7,14 Lou of Use Insurance 11.3.3 Material Suppliers 1.3.1, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3.1.9.3.1.2, 9.3.3, 9.4.2, 9.6.5.9.10.4 Materials, Hazardous 10.1. 10.2.4 Materials, Labor, Equipment and 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.12.2, 3.12.3. 3.12.7. 3.12.11. 3.13.3.15.1, 4.2.7, 6.2.1, 7.3.6, 9.3.2. 9.3.3. 12.2.4, 14 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 4.2.3, 4.2.7, 9.4.2 Minor Changes In the Work 1.1.1, 4.2.8, 4.3.7, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1. 1.1.2, 3.7.3, 3.11. 4.1.2, 4.2.1, 5.2.3. 7. 8.3.1, 9.7 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 12.3 Nonconforming Work. Rejection and Correction of 2.3-1. 4.3.5. 9.5 2. 9.8.2, 12. 13.7.1.3 Notice 2.3, 2.4.3.2.1, 3.2.2, 3.7.3. 3.7.4, 3.9.3.12.8. 3.12.9.3.17.4.3,4.4.4.4.5,5.2.1,5.3.5.4.1.1,8.2.2,9.4.1. 9.5.1, 9.6.1, 9.7, 9.10, 10.1.2, 10.2.6. 11.1.3. 11.3. 12.2.2. 12.2.4, 13.3. 13.5.1, 13.5.2, 14 Notice, Written 2.3. 2.4. 3.9. 3.12.8, 3.12.9, 4.3. 4.4.4, 4.5, 5.2.1, 5.3. 5 4.1.1, 8.2.2, 9.4.1, 9.5 1, 9.7, 9. 10. 10.1.2, 10.2.6, 1 1.1.3, 11.3, 12.2.2, 12.2.4, 13,3, 13.5.2, 14 Notice of Testing and Inspections 13-5.1,13-5.2 Notice to Proceed 8.2.2 Notices, Permits, Fees and 2.2.3.3.7, 3.13, 7.3.6.4. 10.2.2 Observations, Architect's On-Site 4.2.2, 4 2.5. 4.3.6, 9.4.2, 9.5.1.9. W.1, 13.5 Observations. Contractor's 1.2.2, 3.2.2 Occupancy 9.6.6.9.8. I, 9.9, 11.3.11 On-Site Inspections by the Architect 4.2.2, 4.2.9, 4.3.6, 9.4.2.9.8.2, 9.9.2, 9.10.1 On-Site Observations by the Architect 4.2.2,4.2.5.4-3.6, 9.4.2, 9.5.1, 9.10.1, 13.5 Orders, Written 2.3.3.9, 4.3.7, 7,8.2.2. 11.3.9, 12. 1, 12.2. 13.5.2. 14.3.1 OWNER 2 Owner, Definition of 2.1 Owner, Information and Services Required of the 2.1.2, 2.2, 4.3.4, 6. 9. IM 1.4, 11.2. 11.3. 13.5.1. 14.1.1.5. 14.1.3 Owner's Authority 3.8-1. 4.1-3. 4.2-9.5.2.1, 5.2.4, 5.4.1, 7.3.1. 8.2.2. 9.3.1, 9.3.2, 11.4.1. 12.2.4, 13.5.2. 14.2, 14.3.1 Owner's Financial Capability 2.2.1, 14.1.1.5 Owners Llsbillty insurance 11.2 Owner's Loxes of Use Insurance 11.3.3 Owner's Relationship with Subcontractors 1.1.2, 5.2.1, 5.4.1.9.6.4 Owner's Right to Carry Out the Work 2.4. 12.2.4, 14.2.2.2 Owner's Right to Clean Up 6.3 Owners Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work . 2.3, 4 3 7 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Architect's Drawings, Specifications and Other Documents 1.1.1.1.3,2.2-5.5.3 Partial Occupancy or Use 9.6-6,9.9,11-3.11 Patching, Cutting and 3.14.6.2.6 Patents, Royalties and 3.17 Payment, Applications for 4.2-5.9.2,9.3,9.4, 9.5.1. 9.8.3, 9.10.1, 9.10.3, 9.10.4, 14.2.4 Payment, Certificates for 4.2.5, 4.2-9.9.3-3. 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.8.3, 9.10.1, 9.10.3. 13.7, 14.1.1.3, 14.2 4 Payment, Failure of 4.3.7,9.5.1-3. 9.7, 9.10.2, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 4.3.2, 4.3.5.9.10, 11.1.2, 11.1.3, 11.3.5, 12.3.1 Payment Bond, Performance Bond and 7.3.6.4, 9.10.3. 11.3 9, 11.4 Payments, Progress 4.3 4, 9.3, 9.6. 9.8.3. 9.10.3. 13.6. 14.2.3 PAYMENTS AND COMPLETION 9, 14 Payments to Subcontractors . 5.4.2, 9.5 1 3. 9.6.2, 9.6.3, 9.6.4, 11.3.8, 14.2.1 2 PCB 10.1 Performance Bond and Payment Bond 7.3.6.4, 9.10.3. 11.3-9. 11.4 Permits, Fees and Notices . 2 2.3.3.7, 3 13, 7 16 4. 10 2 2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 101 Product Data, Definition of 3.122 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 4.3.4, 8.2 Progress Payments 4.3.4.9.3, . 9.6, 9.8.3, 9.10.3, 13.6. 14.2.3 Project, Definition of the 1.1.4 Project Manual, Definition of the 1.1.7 Project Manuals 2.2.5 Project Representatives 4.2.10 Property Insurance 10.2.5,11.3 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.3, 3.6.3-7. 3.13,4.1.1, 4.5.5, 4.5.7, 10.2.2, 11.1, 11.3. 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14 Rejection of Work 3.5. 1. 4.2.6.12.2 Releases of Waivers and Liens 9.10.2 Representations 1.2.2, 3.5.1, 3.12.7, 6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,9.13.2,9.10.1 Representatives 2.1.1.3.1-1. 3.9, 4.1.1. 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1 Resolution of Claims and Disputes 4.4.4.5 Responsibility for Those Performing the Work 3.3.2, 4.2.3, 6.1.3, 6.2, 10 Retainage 9.3.1, 9.6.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.2.2.3.2, 3.7.3.3.12.7 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2.3.1 1, 3.12. 4.2.7. 4.2.9, 5.2.1. 5.2.3. 9.2, 9.8.2 Review of Shop Drawings. Product Data and Samples by Contractor . 3.12.5 Rights and Remedfas 1.1.2, 2.3. 2.4. 3.5-1. 3.15.2. 4.2.6. 4.3.6. 4.5. 5.3. 6.1. 6.3. 7.3-1. 8.3-1. 9.5.1. 9.7, 10.2.5. 10.3. 12.2.2. 12.2.4, 13.4, 14 RoyaWea and Patents 3.17 AIA DOCUUM9 A201 • GENERAL CONDITIONS OF Tt1E CONTRACT FOR CONSTRuCTtON • FOURTEENTH EDITION 4 A201-1987 AIA* • ®1`)87 Till: AMF:RI(:AN INSTITUTE OFAR(:IIITE(:7\. 17}9 Nt:W YORK AVENUE. N.W.. WA.\HINGTON. D C. _111W, WARNING: Unlicens-edldpia wAVyIng w1c42tes u& copyr60ht Itsvs and is ad4ect tg ► °•7sl r-+isxuWn. 3 L 17 C)`Irf ....i...r ..V.~..rrl. ti.r~._-..~...-. •..•.r.~.Nrw 6~>F.:t..W[.OPOr v ~ +hr,~ f~ 0 J 0 d x 3 Schedule of Values . . . . . . . . . . . V.4, -.0 i.l Schcduies, Construction . . • . 3 10 Separate Contracts and Contractors . 1.1.4, 3.14 2, 4 2 4, 4.5 5, 6, 11.3.7, 12.1.2, 12 2.5 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples , . 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6 2.1 Site Inspections 1.2.2, 3.3.4, 4.2.2, 4.2.9, 4.3.6, 9.8.2, 9.10.1, 13.5 Site Visits, Architect's 4.2.2, 4.2.5, 4.2.9, 4.3.6, 9.4.2,9.5.1,9.8.2,9.9.2,9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of the . . 6.6 Specifications, The . , , 1,1,1,1.1.6, 1. 1.7. 1.2.4, 1.3, 3.11 Statutes of Limitations 4.5.4.2, 12.2.6, 13.7 Stopping the Work 2,3, 4.3.7, 9.7, 10.1.2, 10.3, 14.1 Stored Materials 6.2.1,9.3.2, 10.2.1.2, 11.3.1.4, 12.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS . 5 Subcontractors, Work by . . . . . 1.2.4, 3.3.2, 3.12.1, 4.2.3, 5.3, 5.4 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6.2, 9.6.3. 9 6 4, 10.2.1, 11.3.7, 11.3.8. 14.1.1, 14.2.1.2, 14.3.2 Submittals 1.3, 3.2.3.3.10, 3.11. 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3.1, 9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2, 11.1.3 Subrogation, Waivers of 6.1.1, 11.3.5,11.3.7 Substantial Completion 4.2.9, 4.3.5.2, 8.1.1, 8.1.3, 8.2.3, 9.8, 9.9.1, 12.2.1, 12.2.2, 13.7 Substantial Completion, Definition of . 9.8.1 Substitution of Subcontractors 5.2.3.5.2.4 Substitution of the Architect 4.1.3 Substitutions of Materials 3.5.1 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 4.3.6 Successom and Assigns 13.2 Superintendent . 3.9, 10.2.6 Supervision and Con:tructlon Procedures 1.2.4,3.3, 3.4.. 4.2.3, 4.3.4. 6.1.3.6.2.4. 7.1.3, 7.3:4, 8.2, 8.3.1, 111, 12, 14 Surety . . 4.4.1, 4.4.4, 5.4.1.2.9.10.2.9-10-3. 14.2.2 Surety, Consent of 9.9.1, 9.10.2, 9.10.3 Surveys . 2.2.2, 3.18.3 Rules and Notices for Arbitration 4.5.2 Suspension by the Owner for Convenience . . 14.3 Salety of Persons and Property 10.2 su"pen%lon of dic work -i 1 5 4 1 1, t •i, 1.1 3 y, Safety Precautions and Programs 4 2 3. 4 2.7,10.1 tiuahenmon or Tcrmm.ition of the Comru,t 4 i 7, S 4 1 1. 14 samples, Definition of 3 12 3 Taxes 3.6,' 1 o 4 Samples, Shop Drawings, Product Data and 3 11.3.12, 4 2 7 Termination by the Contractor 14.1 Samples at the Site, Documents and , 3.11 Termination by the Owner for Cause. . . 1 5.4.1 1.14.2 41t i crmin,ition of the Arc !acct . . . . . Termination of the Contractor . • 14 2 2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.3-3,4.2 6.4 2 9, 9.4 2, 12.2 1,13.5 TIME 8 Time, Delays and Extensions Of. . 4 1.8, 7 2.1, 8.3 Time Limits, Specific 2.1.2, 2.2.1, 2.4, 3.10, 3 It. 3.15.1, 4.2.1, 4.2.11, 4.3, 4.4, 4.5, 5.3, 5.4, 7.3.5, 7.3.9, 8.2, 9 2, 9.3.1. 9.3.3,9.4.1,9.6.1,9.7,9.8.2,9.10.2, 11.1.3, 11.3.6, 11.3.10, t 11.3,11, 12.2.2, 12.2.4, 12.2.6, 13.7, 14 Time Limits on Claims 4.3.2, 4.3.3, 4.3.6, 4.3.9, 4.4, 4.5 t r Title to Work . . • 9.3-2.9-3.3 UNCOVERING AND CORRECTION OF WORK 12 C Uncovering of Work . . • 12.1 Unforeseen Conditions . 4.3.6, K.3.1, Io.1 Unit Prices 7.1.4, 7.3.3.2 Use of Documents 1.1.1, 1.3, 2.2.5, 3.12.7, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedulo of . . . . . . . . 9.2, 9.1 I a Waiver of Claims: Final Payment , 4.3.5, 4.5-1,9.10 3 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor......... 9.10.4, 1 1,3.7, 13.4.2 Waiver of Claims by the Owner 4 3. S. 4.5.1, 9.9.3, 9.10.3, 11.3.3, 11.3.5, 11,3.7, 13.4.2 Waiver of Liens 9.10.2 tt Waivers of Subrogation . 6.1.1, 1 1.3.5, 11.3.7 6 Warranty and Warranties 3.5, 4.2.9, 4.3,5.3, 9.3.3. 9.8.2, 9.9.1. 12.2.2, 13.7.1.3, Weather Delays . . . . 4.3 8.2 When Arbitration May Be Demanded 4.5.4 Work, Definition of . 1 1 i Written Consent 1.3.1, 3.12.8.3.14.2, 4.1.2, 4.3.4, 1 4.5.5, 9.3.2, 9.8.2, 9.9.1. 9.10.2, 9.10.3, 10.1.2, 10.1.3. 11 .3-1. 11.3.1.4, 11.3.11, 13.2. 13,4.2 Written Interpretations 4.2.11, 4.2.12, 4.3.7 L. Written Notice 2..1. 2.4, 3.9.3.12.8, 3.12.9, 4.1.4 4A, 4.5, 5.3, 5.4.1.1, 8.2.2, 9.4.1, 9.5.1, 9,7, 9.10, 10.1 2, 10.2.6. 11.1.3, 11.3. 12.2.2, 12.2.4, 13.3, 13.5.2, 14 1 Written Orders 2.3.3.9, 4.3.7, 7,8.2.2,11.3.9,12.1.12.2,13.5.2,14.3.1; % ' t AIA DOCUMENT A261 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION AIA• • ©1987 TitE AMERICAN INSTITUTE. OF ARC) IITEM. 1735 NEW YORK AVENUE, N.W,. WASS1IINGTON, D.C. 20(x16 A201-1987 5 WARNING: Untieenaed photocopying vlotates I.I.S. eopyrlght laws and Is ubled to legal prosecution. OL 7- PAQ IV . _._~...~.~.~.,.o...~.,a...w.,.aw....n..e..a...-------- - - - -r•-..~-..~.w........w~..,.--......_.►------ '!!fit! ....-~..._..a..ra,.wewaq[~[,,,r►+.e-_.u.-^'-----•~•- - I 3 1 • - I r r • 6" IbA GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 ment, construction systems, standards and workmanship for the Work, and performance of related services. GENERAL PROVISIONS 1,1,7 THE PROJECT MANUAL The Project Manual is the volume usually assembled for the 1.1 BASIC DEFINITIONS Work which may include the bidding requirements, sample 1.1.1 THE CONTRACT DOCUMENTS forms, Conditions of the Contract and Specifications. The Contact Documents consist of the Agreement between See Addendum 1.1.8 1.2 EXECUTION CORRELATION AND INTENT Owner and Contactor (hereinafter the Agreement). Conditions of the Contact (General, Supplementary and other Conditions), 1.2.1 The Contact Documents shall be signed by the Owner Drawings, Specifications, addenda issued prior to execution of and Contractor as provided in the Agreement. If either the the Contact, other documents listed In the Agreement and Owner or Contactor or both do not sign all the Contract Modifications Issued after execution of the Contract. A Modifi- Documents, the Architect shall identify such unsigned Docu- cation is (1) a written amendment to the Contract signed by means up" cnts apgne~t. both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work 1.2.2 Execution of the Contract by the Contactor is a repre- issued by the Architect. Unless specifically enumerated in the sentation that the Contract or has visited the site, become famil- Agreement, the Contact Documents do not include other * iar with local condition!Vdnder which the Work is to be per- documents such as bidding requirements (advertisement or formed and correlated personal observations with require- invitation to bid, Instructions to Bidders, sample forms, the ' ments of the Contract Documents.* surface subsurface and rili s bid or portions of addenda relating to bidding Contractor surroun ng 1 2 3 The Intent of the Contract Documents is to include all requirements). . . items necessary for the proper execution and completion of the 1.1.2 THE CONTRACT Work by the Contractor. The Contract Documents arc comple- The Contract Documents form the Contract' for Construction. mentary, and what is required by one shall be as binding as if The Contract represents the entire and integrated agreement required by all; performance by the Contractor shall be between the parties hereto and supersedes prior negotiations, required only to the extent consistent with the Contract Deocu- representations or agreements, either written or oral. The Con- ments and reasonably inferable from them as being necessary tract may be amended or modified only by a Modification. The to produce the intended results. Contract Documents shall not be construed to create a contrac- tual relationship of any kind (1) between the Architect and Con- 1.2.4 Organization of the Specifications into divisions, sections tractor, (2) between the Owner and a Subcontractor or Sub- and articles, and arrangement of Drawings shall not control the - subcontractor or (3) between any persons or entities other than Contractor in dividing the Work among Subcontractors or in the Owner and Contractor. The Architect shall, however b~ establishing the extent of Work to be performed by any trade. and enforcement of obliationter tfe onto tt entitled to performance R ~ ~~5TFnless otherwise stated in the Contract Documents, the Contract intended to facilitate performance of the words which have well-known technical or construction indus- Architect's duties. try meanings arc used in the Contract Documents in accord- 1.1.3 THE WORK ance with such recognized meanings. The term "Work" means the construction and services 1.3 OWNERSHIP AND USE OF ARCHITECT'S required by the Contract Documents, whether completed or DRAWINGS, SPECIFICATIONS AND OTHER partWly completed, and includes all other labor, materials, DOCUMENTS See Addendum 1.3.1 equipment and services provided or to be provided by the 1.8.1 Contractor to fulfill the Contractor's obligations. The Work may constitute the whole Or a part of the Project. ee the Weik to be cmecated by the b 1.1.4 THE PROJECT The Project is the total construction of which the Work per- set. pleilhep nor any stsbeemrseter, Sub al of e- supplier shall own-, r - -1 formed under the Contract Documents may be the whole or a 1 1 Biases part and which may include construction by the Owner or by A-Itmep ' ' separate contractors. iw~isar~.alze~,~lscl~r•.~^s~":t>~t 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Con- Ift-eddM1 -D tract Documents, wherever located and whenever issued, or stikabl) u showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, sched• x ules and diagrtms. +-~tas>, Et~ve-ar.c ;Y!cs hc';c 1.1.6 THE SPECIFICATIONS rU1''~'0.'`"rcct's• ac~;i~cix+~t at) be gk& The Specifications err that portion of the Contract DoLumerlt-s consk;ting of the written requirements for materiaLs, equip- Q!Vkei ALA DOCt1::J.e}rtT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CON.i-TRULTION - FOURTEENTH EDITION 6 A201-1937 AIIAO - O 14»+7 THE AMERICAN INSI'ITtrrE OF ARC:HII EC IN. 1735 NEW YORK AVENUE. WA%HINGTON, D.C. 21)1x16 VOL il,otocopying vtolatos U.S. oopyrtgfit Isvvs and Is aublect to total prosecution. J/M..ii.m c~7 vrYwnA7i 1/pw.r~.~.+•-.~ - u-rwerzw,•.cx...u ~.+r..~..-r.-.....-. - - ^•~-..,.-.~..w......+..........--. - , _ ~.~....o.o.r. ....,a.... n..r..._._.- 1 0 0 C, Sub w- r f t 1.4 CAPITALIZATION 1.4.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of num- bered articles and identified references to Paragraphs, Subpara- graphs and Clauses in the document or (3) the titles of other documents published by the American Institute of Architects. 1.5 INTERPRETATION 1.5.1 In the interest of brevity the Contract Documents fre- qucntly omit modifying words such as "all" and "any" and arti- cles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. ARTICLE 2 OWNER L 2.1 DEFINMON 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 term "Owner" means the Owner or the Owner's authorized representative. 2.1.2 t e . 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 . . . . J. Mit, 004010ho few he 2.2.2 The Owner shall furnish surveys describing physical characteristics. It:* limitations and utility locations for the site or the Project, and a legal description of the site. 2.2.3 Except for permits and fees which are the responsibility of the Gntrtctor under the CAntrtct Documents. the Owner shall securo: and ivy for necscaryapprovals, c.Lwments, assess- ments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 2.2.4 Information or services under the owner's control shall he furnished by the Owner with reasonable promptness to avoid delay in orderly progress of the Work. 2.2.5 Unless otherwise provided in the Contract Documents, the Conmicn~r will he furni,~hcd, free of charge, such copics of Drawings and Project Manuals vs are reasonably ncccssary for exc•c'ution of the Work 2.2.6 The foregoing are in addition to other duties and respon- sibilities of the Owner enumerated herein and esl)ecially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion) and Article I I (Insurance and Bonds). 2.3 OWNER'S RIGHT TO STOP THE WORK See AddInrlluin 2.3.1 t _;i 1 , peeif'iet3l" ae- fteh eFder has beaeR eliminated. however, !he pigh! -OF the E)qvoep to giap the Work shall not give rise to a dtoy tm the t required by rbubpal'agreph 64.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after sueh geven day period give the Gorn. M. -c" id r without prejudice to other remedies the ()weer may have, correct such deficiencies. In such case an appropriate Change Order shall he issued deducting from payments then or thereafter due the Contractor the cost of correcting such defi- ciencies, including compensation for the Architect's additional services and expenses made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Archi- tect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pa)- tale diffcrenct: to the Owner. ARTICLE 3 CONTRACTOR 3.1 DEFINITION 3.1.1 The Contractor is the person or entity identified :15 such in the Agreement and is referred to throughout the Contract locuments as if singular in number. The term "Contractor" meartc the Contractor or the Quitrrctor's authuriia.-d representative. NA DOCUMENT A201 -e GENERAL CONDMONS OF THE CONTRACT FOR CONSTRUC'nON • FOURTEENTH EDMON . AIA• • ©1%17 THE A14ERICAN 1NgMrrE OF ARC111TEC.'TS. 1735 NEW YORK AVENtIL N.W.. WA.SI IINGTON. D.C.:1xK)6 . A201-1987 7 WARNING: Unltantsd photocopjrlnji rtotrttes tLS. copyright taws and Is subject to WW prose" tlon. k ' k t _ ~~.......S..n.. i.s.. _..~-....:_...u ....M..: ,.~1...► w.+.L:.,lr_: _.+L.C_..w..L~LLr au.S+-w`w..~..~+..+rri_+...:1.~... 9..~,...~.i,.GA:.+..rsr..i i_~...+..+-.~c..a+.i a. - _w .~.....r.._.+r.. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shall at once rc•p ort to the Architect errors, inconsistencies or omissions discovered The Contractor shall not be Ii.ahle to the Owner or Architect for damage resulting from errors. ,nconsis- tcnucs or uiliissiUns a i the C )ntr Q~~llicnts unless the Cuntractoc/F-c Rt41.2~u cif( r, ) s s c icy or omission and knowingly failed to relxirt it to the Architect If the Con- tracto perfurrns any construction activity flu-41I.Mr-t -4 error, inconsistency or omission in the Contract Documents without such n cite to the Architect, the Contrac tor shall assuni( . e r risibility for such perfor- mance an d shall bear tt Eq P amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify field conditions and Shall carefully compare suc~ fief surements and conditions and other informatior}/#rtaw .pgje Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the Architect at once. 3.2.3 The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pur- suant to Paragraph 3 12 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work. using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construc. tion nie.ins, nicthools, techniques, sequences and procedures and for coordinating all portions of the Work undei the Con- tract, unicss Cuntrac•t Documents give other specific instruc- tions concerning these matters. 3.3.2 , he (:untr.ictur .h;ill le responsible ui the ()wner for acts ;iid o niwuons of the Contractor's emplu%-ec-s. suhcuntrictors .ind their agents and criiplov c%. and other persow; prrtorming portions of the Work under a contract with the Contractor. 3.3.3 The Contractor shall not be relieved of obligations to per- form the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. 3.3.4 The Contractor shall be responsible for inspection of por- tions of Work already performed under this Contract to deter- mine that such portions are in proper condition to receive sub- sequent Work. 3.4 LABOR AND MA: ERIALS 3.4.1 Unlc~s otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equip- ment, toxils, 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 incorpo- rated or to be incorporated in the Work. 3.4.2 The Contractor shall enforce strict discipline and good order •aniong the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment air unfit persons or persons not skilled in tasks assagncd to thaw See Addendum 3.4.3 3.5 WARRANTY , , 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be Ovl ~ and new unless otherwise required or permit- ted by the Contract Documents, that the Work will be free from defects and that the Work will conform with the requirements of the Contract Documents Work not conforming to these require- mcnis, including substitutions not prupcrly appro%cd and authorized, may be considered defective. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. See Addendum 3.5.2 3.6 TAXES through 3.5.9 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Con- tractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 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 leg.illy required See Addendum 3.7.1 3.7.2 fcE?CtlE` 13-T-reW.i. HfdtFlzlf9ec5-ea,r+ - I wn. . See Addendum 3.7.2 3.7.3-11 -P. 14411 18 t , if the Contractor obs rues that portions of the Contract Documents are at variance the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. *with. applicable laws, statutes, ordinanc building cod a d rules re ulations 3.7.4 if the Contractor performs org 1 it tos6e con- trary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. **the Contractor knows or should have known 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 against which the Contractor makes reasonable objection. 3.8.2 Unless otherwise provided in the Contract Documents: .1 materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; .2 allowances shall cover the cast to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; AIA DOCUMENT A201 • GFNERAi. CONDITIONS OF TILE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION C A201-1987 AIAO • ©1987 TiIE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W. WASHINGTON, D C 20(JXi6 WARNING: Unlicensed photocopying violates U.S: copyright lam and is subject to legal prosecution. .ui15- ....i~t.-.N a~r.-✓1..-.~.r~...av,r-.u.,..u..l.wL_tlc1_. _ , ~ 1 ~1s-~a..iL••.,....- - .~-.id.tsr.-_~ '.~1,.~ ~v.~..~...~~~;.3r+.~tuY~~l~.. _ l 0 0 - II ` I .3 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum and not in the allowances; .4 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Clause 3.8.2.2 and (2) change in Contractor's costs under Clause 3.8.2.3. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superinten- dent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superinten- dent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Con- tractor. Important communications shall be confirmed in writ- ing. Other communications shall be similarly confirmed on written request in each case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 i i See Addendum 3.10.1 3.10.2 The Contractor shall prepare end keep current, for the Architect's approval, a schedule of submittals which is coordi- nated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. 3.10.3 The Contractor shall conform to the most recent schedules. See Addendum 3.10.4 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addenda, Change Orders and other Modifications, In good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Prod- uct Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Archi- tect for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and tither data specially prepared for the Work by the Contractor or a Subcontractor. Sub-subcontractor, manufacturer, supplier or distributor to illustrate sonic portion of the Work. 3.12.2 PnKluct D:ita are illustrations, standard schedules, per- formance charts, instructions, brochures. diagrams and other information furnished by the Contractor to illustrate materials or equipment hor some portion of the Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will he judged, 3.12.4 Shop Drawings-, Pnxluct Data, Samples and similar sub- mittals are not Contract Documents. The purpose of their sub- mittal 6 to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents, Review by the Architect is subject to the limitations of Subparagraph 4.2.7. 3.12.5 The Contractor shall review, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reason- able promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate con- tractors Submittals made by the Contractor which are not required by the Contract Documents may be returned without action, 3.12.6 The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, S.unples or similar submittals until the respective submit. tal has been approved by the Architect. Such Work shall tx in accordance with approved submittals. 3.12.7 By approving and submitting Shop Drawings, Pr(Klti t Data, S2111PICS 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. 3.12.8 The Contractor shall not he relieved of rc•lxmsibiluy for deviations from requirements of the Contract I'A)cuments by the Architect's approval of Shop Drawings, Product Data, tramples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and the Architect has given written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Draw- ings, Product Data, Samples or similar submittals by the Archi- tect's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. 3.12.10 Informational submittals upon which the Architect Is not expected to take responsive action may be so identified in the Contract Documents. 3.12.11 When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon the accuracy and co(npleteness of such calculations and certifi- cations. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to :arras permitted by law, ordinances, permits and the Contract Iocuments and shall not unre-"nably encumber the site with materials or equipment. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. and to present an acceptable completed appearance. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting. patching or other- wise altering such construction, or by excavation. The Contrac- tor shall not cut or otherwLse alter such construction by the AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION AIA• • O 19147 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2tXKxi A201-1987 9 WAFMG: UnfleeraW PhotaDcof; ft vk tatn tL& copyrW leers and Is twblaet to teM prosecution. V0 _,PAG - ~ - r,.n. ,t•...., ...c ice.'. c..-.. :L. 1...,....L^l..__.ri.s......aM_~....w~...i~...i.sao~.w~.......t.ar.e..,._r._..:.e'..~..,W~...~+:,u-.i.....~.~..._...._.....,..~. _,_...n..J ln.t. _tn_..~.~:.. _,..-e.. Owner or a separate contractor except with written consent of the owner and of such separate contractor. such consent shall not be unreasonably withheld. The Contractor shall not unresi• sonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Fork 3.15 CLEANING UP V 3.15.1 The Contractor shall keep the premises and surround- ing area free from accumulation of waste materials or rubbish caused by operations under the Contract At completion of the ARTICLE 4 Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools. construction ADMINISTRATION OF THE CONTRACT equipment, machinery and surplus materials. 4.1 ARCHITECT 3.15.2 If the Contractor fails to clean up as provided In the 4,1.1 The Architect is the person lawfully licensed to practice Contract Documents, the Owner may do so and the cost architecture or an entity lawfully practicing architecture iden- tthereof shall be char3ge~d1 to the Contractor. T 1 A A S a 3 tifed as such in the Agreement and is referred to throughout CCE O W 6 3. S the Contract Documents as if singular in number. The term 3.16.1 The Contractor shall provide the Owner and Architect "Architect" means the Architect or the Architect's authorized access to the Work in preparation and progress wherever representative. located. 4.1.2 3.17 ROYALTIES AND PATENTS 3.17.1 The Contactor shall pay all royalties and license fees. The Contactor shall defend suits or claims for infringement of GeRshly imihhel& See Addendum 4.1.2 patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for 4.1.3 In case of termination of employment of the Architect, such defense or loss when a particular design, process or prod- the Owner shall appoint an architect a9siAro whom the Gen uct of a particular manufacturer or manufacturers is required h D H if C h C r the Contact Documents shall be that of the former architect e ocuments. owever, ontra I t e ontractoq . or shfu>b;=r }1VR h i d d i . t t c requ re es gn, processor product is an infringement of a patent, the Conte tors all be responsible for shW! 6 b t bi such loss unless such information,( r1iffif Furnished to the e bu jeet o ar tratitm. Architect. and the Owner and Contractor had been 4.2 ARCHITECT'S ADMINISTRATION instructed in writing to proceed. OF THE CONTRACT 3.18 INDEMNIFICATION See Addendum 3.18 4.2.1 The Architect will provide administration of the Contract 3.18.1 as described in the Contact Documents, and will be the Owner's representative (1) during construction, (2) until final eklAsulitiAls, 1114d age"16 anti emplilyeeti 44 any 10 payment is due and (3) with the Owner's concurrence, from ' time to It= during the correction period described in Para- IRS graph 12.2. The Architect will ;idvix and consult with the I Owner. The Architect will have authority to act on behalf of the age. 1"!" of nbuitible w "ithly Injury. . Owner only to the extent provided in the Contract Documents, unless otherwise mazlified by written instrument in accordance • %%ith oflivr provi,.itims of flit: Comratf .SeO Addonduin 4 . 2. 1 4.2.2 flit- Anchiit-vt will Flat flit- air .if Inft-iiiak aillm list 1.111' It, the stage of construction to become gencrally lanuliar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicat- , I ing that the Work, when completed, will be in accordance with the Contact Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check quality or quantity of the Work. On the basis of on- . site observations as an architect, the Architect will keep the 3.113.2 ifed Owner informed of progress of the Work, and will endeavor to Affl- guard the Owner against defects and deficiencies in the Work ' Fas be 4.2.3 The Architect will not have control over dr charge of and y ' will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are 1b"I "A bAky ' solely the Contractors responsibility as provided in Paragraph ' s 3.3. The Architect will not be responsible for the Contractor failure to carry out the Work in accordance with the Contract 3.18.3 Documents. The Architect will not have control over or charge , the Arehi of and will not be responsible for :acts or omissions of the Con- ALA DOCUMENT A201 • GENERAL CONDITIONS OF THE. CONTRACT FOR CON.cTRIWTION • FOURTEENTH EDITION 10 A201-1987 AIA• • (c)It)X7 TIlF. AMF.RI(:AN INSTITIITF.OF ARCJIITF.tT. 173S NEW YORK Avt-:NVE. N W. WANIIINGTON.1) C 2111X1(1 WARNING: UrrllcemW 0MUMOpyln0 1016111 )s 4S. C*PVrISM Cara end is =&;W-t ca MGM PuSOtxrUML I "Q V0 2 X P( iaft 5 ~ r' ~ ' i. v, s. .r , • is '.,,,,r,.<-: ~,<_ty... C: 0 0 a I • • or should have reasonably observed or discovered ' owner shall not be charged with having recog . nized, observed or discovered any defect in the work until actual notice of such defect is received from the Architect or Contractor. Ir.i(•IOr. *suhct)nlr.tt It11., t+r their agcrllA or c•nlplu%ccs, of u(,nt) slut the Arthttcct's responsibilides at the site. The duties. t1(hcr i)(:I%01,. pt ilt)(ming ptlnlons of the VX'(9tk rc%P0IIS1h1I111e-- .1119.1 11n111auc►ns oI a(Ithomy of such project 4.2.4 Communications Facilitating Contract Administra- rcl)rc`cl)un%c"lull he.(. sct furth in an exhibit to be incurpo• tion. Except :r oihcr\%i%c providcd It he ontr l (1c II 1 rat e~ t ~em6 en sar ' rmed to the Conmic t Documents , y or \\I It clirccl tunultunlt.uu)nA rr+--q r owne b 4.2.11 'I he Ari Diet. I will mitt-pre•t Ind decide matters concern. y d, if,, Occ•nt1 .Ind (.t)ntraito)r Aiall oide.wt)r it) Lonlmtinr ing Ivrfoinimicc• midcr and requirements of the Contract laic thrutigh iht Ar(huco Con)ntun)catlun-~ h( and with ilic• IA)cumcnts tttl wrttlcn rr(iut:%t of either the Owner or Contrac• Architect's con,tllwnts shill be through the Architect Commu• tor. The Ar(huco s respon%c to such requests will be made nlcahons by and with Subcontractor, and nimerlal supplier, tt 9th rcast)nahlc promptness and within any time Iumis agreed shall he through the Cuntrtctor;Corttntunlca(ion, ht and t.Ith upon If no .agreement is made concerning the time within sc'parltc contraooi,. %hall he through the Owner *in which tnIL-q)rctatlons required of the Architect shall be fur. See except e d the event of a Contract default m i . 4.2.5 1tl.ltcd in compliance with this Paragraph 4.2, then delay shall not he rcco gnlred on account of failure by the Architect to fur. ni,h such interpretations until 15 days after written request to See Addendum made for them. B 4.2 .5 4.2.6 The Archllict well have authority to reject Work which 4,2.12 Into retations and decisions of the Architect will be rP does not conform to the Contract Documents. Whenever the consistent with the intent of and reasonably inferable from the Architect considers it necessary or advisable for implementa• Contract Documents and will be in writing or in the form of Lion of the intent of the Contract Documents, the Architect will drawings. When making such interpretations and decisions, the have authority to require additional inspection or testing of the Architect will endeavor to gse re faithful performance by both Work in accordance with Subparagraphs 13.5.2 and 13.5.3, Owner and ContraC(Or,/4ff%ot show partiality to either &44- 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 .'01211 give rise t() a duty or responsibility of the Arc'hi• 4.2.13 The Architect's decisions on matters relating to aesthetic tect to the Contractor. Subcontractors, material and equipment effect will be final if consistent with the intent expressed In the suppliers, their agents or employees, or other persons perform- Contract Documents. Ing portions of the Work. Pm cu e o~e AM a 4.3 CLAIMS AND DISPUTES i i t c other approv 4.2.7 The Architect will appropriate action upon the Contractor's submittals such as 4.3.1 Definition. A (aaim is a demand or assertion by one of )ci I}.na and Samples, l4tim for the Sho Dr.m 1n1'gs. I'rt(Iu p *includin the parties scckiltK, as a matter of right, adjustment or interpre• g without itr111'et I)tirposcl)f cltct king lot confo)ritl:tllic N'11I1 Iltfofnl.llll)It 1:111()n of Contract terms, payment of money, extension of time limitation K't"c't 'Ind the dvmgn concept expressed in the Contrao IXXu• or other relief' with respect to the terms of the Contract. The mcnls. 't'he ArcIwcL:C% ittion will be ukoi with such rt:Loon• term "Claim" also includes other disputes and matters in qucs- able promptncm- t% It) emiw no delay in the Work or in tilt lion hrtttccn the Owner and Contractor arising out of or eclat. ailiviUCS of tilt o>(~ner. Contractor or separate it)ntraitur., ing to the Contract. Claims must be made by written notice. w1iiie allutcutg .1tlliilcnt um(: to the Architect's proic„It)n.tl The responslhlluy it) substantiate Claims shall rest with the judgment it) permit adcqualc review. liev e-,4 Oil -t eli party making the Claim *Any claims may upon the reqquest of owner 4.3.2 Decision of Architect. Glamme,, #At i+ IF 1~_15 P-4440 liffilil ism! 4H lomkillblilkill qqr AA 11660F "'I"- hy be referred initially ' - ili ! i to the Arc•hltet t for action as provided in Paragraph 4.4. weer 4 ind! w powl4 ty to f le 1;itpeti iiei.i. The Arihttcit's rcvlcwt• of the Cuniractor'A submit . tall: shall not rclic%c tht: Contractor of the obligations under Par.IKnlphs 3.3. 3 5 and 3.12. i I 'A 11 60h Ih@ WAF14- 1 - * IqeeA eeffi- - 1 W 4 j leel, 4 tiny etlAmp .1ttiteti 14!- !ke welt ..1'h Architect's 9 4 4V 4- k I ) 1 P-R 1: 010 0 i HIF ( approval of a specific ucm shall not indicate approval of art lkig"fieR assembly of which the item is a component. 4.2.8 The Architect will prepare Change Orden and Construe. tion Change Directives, and may authorize minor changes in the Work as provided in Paragraph 7.4. , 4.2.9 The Architect will conduct inspections to determine the "em refereed to the ArehiieN Of 19L relatel-l&-111 date or dates of Substantial Completion and the date of final FtRec4heF~#selt• completion, will receive and forward to the Owner for the ' 4.3.3 Time Limits on Claims. Claims by either party must be s review and records written warranties and related Owner made within 21 days after occurrence of the event giving rue t documents required 1~~• the Contract and assembled by the such Claim or within 21 bays after the claimant first rer~o#;nizes Contractor, and will issuc a final Certificate for Payment upon the condition giving rise to the Claim, whichever is later. Claims compliance with the requirements of the Contract Documents. must be made by written notice. An additional Claim made ' 4.2.10 If the Owner :Ind Architect agree, the Architect will pro- lfter the initial Claim has been implemented by Change Order vide one or more project representatives to assist in carrying will not be considered unless submitted In a timely manner. AIA DOCUMENT A201 • e.1,NF►tA1. e:()NDITIONS ()I' TIIF: ('t)N17RACT FOR CONSTRI:(Zl()N • It)t'111'F.F:h1If EDITION AIA*' • re; 1`~e(' '1'119 Affil Nlt I~AI Il l''I'li nF ANl 1111 F:(:1'1. 1'48 Nth' YORK AVFNt;i . N W. WA,I11MA ON. D C. )IXX)(1 A201-1987 11 WARNINV ncnA G F,'-S- IS--- ' Ej 4.3.4 Condnuing Contract Performance. Pending final reso- lution of a Claim I , unless otherwise agreed in writing the Contractor shall proceed diligently with perfor- mance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.3.5 Waiver ofn(dtims: Final PaymIMS The making of final payment shall constitute a waiver o Craims by the Owner 9C the GaRon-ei eF -_1 _r sp _178" WQFFRAI;06 FGqW"Filld by *&I@ GGIAIF86 -Deeklmewae: 4.3.6 Claims for Concealed or Unknown Conditions. If con- ditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materi- ally from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which dif- fer materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Archi- tect will promptly Investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial deter- mination, subject to further proceedings pursuant to Paragraph 44. - - 4.3.7 Claims for Additional Cost. if the Contractor wishes to make 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 arising under Para- graph 10.3. 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 Ovi ncr to stop the Work where the Contractor was not at fault, (3) a writ- ten order for :I minor change In tau \\'t►rh iaswtil by the klvlll test, (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 procedure established herein. See Addendum 4.3.7 4.3.8 Clc>;Ims for Additional Time 4.3.8.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the rase of a continuing delay only one Claim is necessary. 4.3.8.2 If adverse weather conditions are the basis for a Claim (Or additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. 4.3.9 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party's employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim for addi- tional cost or time related to this Claim is to be asserted, it shall be filed as provided in Subparagraphs 4.3.7 or 4.3.8. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 f See Addendum 4.4.1 4.4.2 If a Claim has been resolved, the Architect will prepare or obtain appropriate documentation. 4.4.3 If a Claim has not been resolved, the party making the Claim shall, within ten days after the Architect's preliminary response, take one or more of the following actions: (1) submit additional supporting data requested by the Architect, (2) modify the initial Claim or (3) notify the Architect that the initial Claim stands. 4.4.4 If a Claim has not been resolved after consideration of the foregoing and of further evidence presented by the parties or requested by the Architect, the Architect will notify the parties in writing that the Architect's decisio will be mad • within seven days, which decision shall be tMAR Upon expiration of such time period, the Architect will render to the parties ,he Architect's written decision relative to the Claim, including any change in the Contract Sum or Canrract Time or both. If there is a surety and there appears to be a possibility of a Contractor's default, the Architect may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 4.5 ARBITRATION See Addendum 4.5 4.5.1 t, P 4.3.5. ~)n °g V4+' . i:eeRl and tendered •e•fefec-dAbk AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE c6N1 RACT FOR C01,6TR(A-TION • F()t Rl'F:F.t.1'H EI)ITIo\ 12 A201-1987 AIA• • (C) 199"I IIE AMERI(:AN It.S'1111111()1- ARClin mn,N. 1?t5 NFW' Vt)RK A%ENL!I:. \ W. W ASlll\(:' 0N. 1) C 2,NXN, WARNING- Unlicensed photocopying violates U.S. co .ln t tows and Is sublect to legal oros v~tf n Vol A ,L.1....~..]..i..r" ~ .a.2~~-. •..ila .r...a.L. ~.L~.~.-n~ii - ..~~~a~. _ - Gn,~.:,t• _ -•;rir- _ .r-~, ,A ~ x 1~ ..yy+;n.~,i.+ti_.,a...~' 1~a~v.1., _ - - • _ I ~T 4 ;y t~ ~r~ N t C~ J 4.5.2 Rules and Notices for Arbitration. i i+. to, I 4.5.3 Contract Performance During Arbitration, PkINAg;tAN 4.5.4 When Arbitration May Be Demanded. l R0 feF BFW- t %NF111eA 13Y 1h8! (1111e, 8F (3) DAY Of 11he 1;40@ eYeRIS 4.5.4.1 t i 4.5.4.2 I ,+f a h . 4.5.5 Limitation on Consolidation or Joinder. Ne-a~ 4044 e P-10-11 K . IwXy__AZT L H a a n . all. Rwkt4e, any other 1. ;4 14eF! H! OF lt!Alky AM A4_1A.W4.@_;_1 'IF kk5Efik)t9d 3410 ".Rig to urbil"ft 4.5.6 Claims and Timely Assortlon of Claims. Arparary-wh f K44 0; POFIN111@44 40 80 th@R1011000 IJ 130F!~' 10118 14:0 t , 4.5.7 Judgment on Final Award. Ivt4hr , ~+tiaY--iW Hlifl- ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct "rials a~thca~ te/~freh tn`~ u`~at~~str 4 rn 'tt'fc~rr f th~EeaRWork the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcon- tractor. The term "Subcontractor" does not include a separate. contractor or subcontractors of a separate contractor. 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Sub ntractor to perf_orrn 51 lobo & portion of the Work at the site/ffe tF&Re~1-ABcJtff MAateria s is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1'Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractors traetore shall fumish in writing to the Owner through the Architect the names of persons or enti- ties (including those who arc to famish materials or equipment fabricated to a special design) proposed for each principal por- tion of the Work The Architect will promptly reply to the Con- tractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reason- able objection. } commencement of the Work 5.2.2 The Contractor shall not contract with a proposed per- son or entity to whom the Owner or Architect has made timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has nude re;tsonable/mfj&Wn 5.2.3 If the Owner or Architect has rewmAwhir objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no 4~omi6ke objection. The Contract Sum shall be increased or 'decreased by the difference in cost occasioned by such change and an appropriate Change Order shall be issucti. However, no incrtase in the Contract Sum shall he allowed for such change unless the Contractor has acted promptly and resi-mnsively in submitting name as required. 5.2.4 The Contractor shall not change a Subcontractor, person or cmity previously selected if the Owner or Architect makes reasonable objection to such change. See Addendum 5.2.5 AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION AIAO • ®1987 THE AMERICAN INSTITUTE OFARCHITECTS, 1735 NEW YORK AVENUE. N.W., WASHINGTON, D.C. 20006 A201-1987 13 WARNINQ 1bMmvwd OwWOOPOV violates U.t3. O Wftht laws snd,(A~ tO Ipsl proaacuuon. VOL 7 PAG E 4 5.3 SUBCONTRACTUAL RELATIONS written 5.3.1 By,t ►Rri+4 agreement, +ek-+,til+d+ti , 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 Docu. merits, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Docu- ments, assumes toward the Owner and Architect. Each subcon- tract 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, rcmcdics 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-sub- contractors The Contractor shall make available to each pro- posed 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 condi- tions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors shall similarly C lmake copies of applicable portions of such documents eealActdenaumesUivt pas.Nubsubcontractors. 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 Para- graph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcon- tractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. 5.4.2 -the ' See Addendum 5.4.2 ARTICLE 6 6.1.3 The Owner shall provide for coordination of the activi- ties 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 con- tractors and the Owner in reviewing their construction sched- ules when directed to do so. The Contractor shall make any revisions to the construction schedule and Contract Sum 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. 6.1.4 'hofia Ala, sR--i•,d 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate con- tractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activi- ties and shall connect and coordinate the Contractor's con- struction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/2%2M041016pancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or sepa- rate contractors' completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to - defects not then reasonably discoverable. 6.2.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the party responsi- ble therefor. CONSTRUCTION BY OWNER 6.2.4 The Contractor shall promptly remedy damage Wsecag- OR BY SEPARATE CONTRACTORS feslly caused by the Contractor to completed or partially com- pleted construction or to property of the Owner or separate 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION contractors as rovided in Subparagraph 10.2.5, as well as to AND TO AWARD SEPARATE CONTRACTS property of any other person. 6.2.5 Claims and other disputes and matters in question 6.1.1 The Owner reserves the right to perform construction or between the Contractor and a separate contractor shall be sub- operations related to the Project with the Owner's own forces, ject to the provisions of Paragraph 4+ provided the separate and to award separate contracts in connection with other por- contractor has reciprocal obligations. tions of the Project or other construction or operations on the site 6.2.6 T 1%RJ%-11i%-eF Of . If the Contractor claims that delay 9,10 QR0,644RIF or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided else- 6.3 OWNER'S RIGHT TO CLEAN UP where in the Contract Documents. 6.1.2 When separate contracts are awarded for different por- 6.3.1 If a dispute arises among the Contractor, separate con- tractors and the Owner as to the responsibility under their tions of the Project or other construction or operations on the respective contracts for maintaining the premises and surround- - site, the term "Contractor" in the Contract Documents in each ing area free from waste materials and rubbish as described in case shall mcin the Contractor who executes each separate Paragraph 3.15. the Owner may clean up and allocate the cost Owner-Contractor Agreement. among those responsible ' See Addendum 6.3.1 MA DOCUMEW A"I • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION 14 A201-1987 AIA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W.. WASHINGTON. D.C 20006 WARNIN(k UNlcertsed photocopylag vlaoiz- es tL& ccpg;tht Is= and Is zu !!sot to IaC I i F -.~.~..r-.s.w 1.~a.w-.f1aYNM YKY.•r-'7"a.a.. -•-~~++r+ti.n.W+.wut.-:.-1 wTYn~ • -~'--^~l••ZY~•P~•y ilYYr.r ~.-+.~.:..:dL..m..W na~L1r.,Jia'.~'nY.:._at ~aS.ii.~..1.u.~lr ,~r.~eLLL'...:..,ii.w:duS.•a ldaoa~. R..:.:~fa:~~+~1nF.G~n~ - -~1..i.al=Asa:~••:+.~+.•,~•-.L~p+[.~,u..-'+.uLr ~i._s~.S::.r._.:..ikt~:e~t ,o...:..~.. n...... 4 d A ~Y r 0 C~ J 0 5 t - ARTICLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished after execu- tion 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 See Addendum 7.1.1.1 and 7.1.1.2 writ~~~t 7.1.2 A Change Order shall be based upon/agree among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may Or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under appli- cable provisions of the Contract Documents, and the Contrac- tor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally con- templated are so changed in a proposed Change Order or Con- struction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity it) the Owncr or Contractor, the applicable unit prices shall be equitably adjusted. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument pFepered-ate kKhiteet and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following: .1 2 change in the Work; .2 the amount of the adjustment in the Contract Sum, if any; and .3 the extent of the adjustment in the Contract Time, if any. 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTMES 7.3.1 A Construction Change Directive is a written order ira paped by ke,%F@hiteet and signed by the Owner and Architect, directing a change in the Work and stating a proposed basis for 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 addi- tions, deletions or other revisions, the Contract Sum and Con- tract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to per- mit evaluation; . • .2 unit prices stated in the Contract Documents or sub- sequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percent- age fee; or .4 as provided in Subparagraph 7.3.6. 7.3.4 Upon receipt Of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contr'actor's agreement or disagreement with the method. if any, provided in the Construction Change Directive for determining the pro- posed adjustment in the Contract Sum or Contract 'rime 7.3.5 A Construction Change Directive signed by the Contrac- tor indicates the agreement of the Contractor therewith, includ- ing adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effec- tive immediately and shall be recorded 2s a Change Order. 7.3.9 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Archi• tect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, includ- ing, in case of an increase in the C&o~tl I Sum are o able allowance for overhead and profV90SIcl Pass,' R82% t l f wog Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting c together with appropriate supportin d. ta. nless otherwise provided in the Contract Documents,(c~&Nfl-the purposes of this Subparagraph 7.3.6 shall be limited to the following: t reasonable A/costs of tabor, including social security, old age and t unemployment insurance, fringe benefits required by agreement or custom, and workers' or workmen's compensation insurance; reasonab costs o ma a rats, supplies and equipment, includ- ing cost of transportation, whether incorporated or reaUonab j .3+ rental costs Mmachinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; reas~.n~a~~ed .4/ costs o 1 r n I ms for 211 bonds. nd insurance, 1 Ctl * fees, and sales, use or similar tuxes r~~kreecf'/t t Y Work; -and *attributable .5 addition2YeOSa~iQ&` MfSion and field office person- nel directly attributable to the change. See Addendum 7.3.6 actual 7.3.7 Pending final determination of/ cost to the Owner, amounts not in dispute may be included in Applications for Payment. The amount of credit to be allowed by the Contrac- tor to the Owner for a deletion or change which results i a I decrease in the Contract Sum shall be actual 4W COSVIoco a Owner firmed 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 If the Owner and Contactor do not agree with the adjustment in Contract Time or the method for determining it, the 2djustmcnt or the method shall be determined as per paragraph 8.3 7.3.9 When a Z'Almp lip milz Po I@ Pa 14- 88 cc- live Gontrifet sucty,~ t &Rrfectivc immediately and shall be recorded by preparation and execu- tion of an appropriate Change Order. AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION ALA* • I9K7 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEVI/ YORK AVENUE, N.W., WASHINGTON, D.C. 2OnO6 A201.1987 15 ' WARNtN13c Unt t vlotstes LLS. copyright laws ores is subled to Mgd proseartlon. PAGE ~g 1 4 e, .t"l -1. •3 ~ L .1, rte'-' .Y. 1 i ( 1 4 r 7.4 MINOR CHANGES IN THE WORK ARTICLE 9, 7.4.1 The Architect will have authority to order minor changes PAYMENTS AND COMPLETION in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the* 9.1 CONTRACT SUM intent of the Contract Documents. Such changes shall be Owner binding the O on shrill be order and written effected by 9,1.1 The Contract Sum is stated in the Agreement and. includ such written carry out shall Contractor ractor. The :Ind Cont ing authorized adjustments, is the total amount payable by the orders promptly Owner to the Contractor for performance of the Work under * provisions and the Contact Documents. ARTICLE 8 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Contractor TIME shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and sup- 6.1 DEFINITIONS ported by such data to substantiate its accuracy as the Architect 8.1.1 Unless otherwise provided, Contract Time is the period may require. This schedule, unless objected to by the Architect, of time, including authorized adjustments, allotted in the Con- shall be used as a basis for reviewing the Contractor's Appllca- tract Documents for Substantial Completion of the Work. tions for Payment. 8.1.2 The date of commencement of the Work is the date 9.3 APPLICATIONS FOR PAYMENT established in the Agreement. The date shall not be postponed 9.3.1 At least ten days before the date established for each by the failure to act of the Contractor or of persons or entities progress payment, the Contractor shall submit to the Architect for whom the Contractor is responsible. an itemized Application for Payment for operations completed 8.1.3 The date of Substantial Completion is the dace certified in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data by the Architect in accordance with Paragraph 9.8. substantiating the Contractor's right !o payment as the Owner 8.1.4 The term "day" as used in the Contract Documents shall or Architect may require, such as copies of requisitions from mean calendar day unless otherwise specifically defined. Subcontractors and material suppliers, and reflecting retainage 8.2 PROGRESS AND COMPLETION if provided for elsewhere in the Contract Documents. 8.2.1 Time limits stated in the Contract Documents are of the 9.3.1.1 Such applications may include requests for payment on essence of the Contract. By executing the Agreement the Con- account of changes in the Work which have been properly tractor confirms that the Contract Time is a reasonable period authorized by PiWC-100% b0i A@! r for performing the Work. Ghaose ' 8.2.2 The Contractor shall not Ieno-ovingiy, except by agree- 9.3.1.2 Such applications may not include request% for pay- mcnt or Instruction of the Owner in writing, prematurely com- ment of amounts the Contractor does not intend t() pay to a mence operations on the site or elsewhere prior to the effective Subcontractor or material supplier because Of a dispute or other date of insurance required by Article t 1 to be furnished by the reason. . Contractor. The date of commencement of the Work shall not 9.3.2 Unless otherwise provided in the Contract Documents, be changed by the effective date of such insurance. Unless the payments shall be made on account of materials and equipment 'date of commencement is established by a notice to proceed dclivercd and suitably stored at the site for .uh.eyucnt incor- given by the Owner, the Contractor Shall notify the Owner in poritx)n in the Work. If approved in advance by the Owner, writing not less than five days or other agreed period before payment may similarly be made for materials and equipment commencing the Work to permit the timely filing of mortgages, suitably stored tiff the site at a location agreed up()n 1n writing. mechanic's liens and other security interests. Payment for materials and equipment stored on or off the site 8.2.3 The Contractor shall proceed expeditiously with ode- shall be conditioned upon compliance by the Contractor with ' quate forom and shall achieve Substantial Completion within procedures satisfactory to the Ov6 ner*to establish the Owner s the Contract Time. title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, 8.3 DELAYS AND EXTENSIONS OF TIME storage and transportation to the site for such materials and 8.3.1 If the Contractor is delayed at any time in progress of the equipment stored off the site. * to secure the materials by the e elements, a ge t, vandalism i e da o Work by an act or neglect of the Owner or Architect, Or of an U l f o al 93 3 The Cain atiide employee of either, or of a separate contractor employed by an Application for Payment will pass to the Owner no later than the Owner, or by changes ordered in the Work, or by labor the time of payment. The Contractor further warrants that disputes, fire, unusual delay in deliveries, unavoidable Casualties upon submittal of an Application for Payment all Work for or other causes beyond the Contractor's control, or by delay ' which Certificates for Payment have been previously issued authorized by the Owner pending arbitration, or by other and payments received from the Owner shall, ~causes which the Architect determines may justify delay, then ~ free and the Contract Time shall be extended by Change Order for such clear of liens, claims, security Interests or encumbrances in r~as()nahle time as the Architect may determine. favor of the Contractor, Subcontractors, material suppliers, or 8.3.2 Claims relating to time shall he made in accordance with other persons or entities making a claim by reason of having :y)plirahle provisions of Paragraph 4.3. provided labor, materials and equipment relating it) the Work. 8.3.3 Thk; Paragraph 8.3- does not preclude recovery of dam- 9.4. cmru' mns FQA PdYG.". w :Iges for delay by either party under other provisions of the 9.4.1 The Architect will, within seven days after receipt of the Contract Documents. Contractor's Application for Payment, either fssuc to the See Addendum 8.3.4 AIA DOCUVENT A201 * GENERAL CONDMOi-Q5 OF 7TIE COMACT FOR LON3--TRUCTION • iOURTEENTI I EDITION 16 AMI-1997 AIA• * 01(A17 THE AMERICAN INSTITUTE OF AR01ITU-17%. 17}S NEW YORK AVENUE, N.W., WASHINGT(M. 1) (:..P(XX)G r WARIONG: Untlcensed phoWcopytng vfoUfts LLS. coW:,ha L-A,3 =4 is subject to b J pv:;* an- .4 1:ZN "F A:5 a i . R ' i Y~•aa.lSdLi.Ga~:~~_}~1-...ura6:lsv ..ta..v _,a.•.-.+.-.:..~,- ~..-..._.-»_._.,.f ~ . J~ i - t k owner a Certificate for Payment, with a copy to the Contrac- 9.5.2 When the above reasons for withholding certification are tor, for such amount as the Architect determines is properly removed, certification will be made for amounts previously flue, or notif}, the Contractor and Owner in writing of the withheld. See Addendum 9.5.3 Architect's reasons for withholding certification in whole or in 9.6 PROGRESS PAYMENTS f hart as provided in Subparagraph 9.5.1. 9.6.1 After the Architect has issued a Certificate for Payment, 9.4.2 The issuance of a Certificate for Payment will constitute a the Owner shall make payment In the manner and within the representation by the Architect to the Owner, based on the time provided in the Contract Documents, and shall so notify Architect's observations at the site and the data comprising the the Architect. See Addendum 9.6.1 Application for Payment, that the Work has progressed to the 9,6.2 The Contractor shall promptly pay cash Subcontractor, Ix)int indicated and that, to the best of the Arctutect's knowl' upon receipt of payment from the Owner, out of the amount edge, information and belief, quality of the Work is in actor- paid to the Contractor on account of such Subcontractor's por. dance with the Contract Documents. The foregoing representa- tion of the Work, the amount to which said Subcontractor is Mons are subject to an evaluation of the Work for conformance entitled, reflecting percentages actually retained from payments f with the Contract Documents upon Substantial Completion, to to the Contractor on account of such Subcontractor's portion r results of subsequent tests and inspections, to minor deviations of the Work. The Contractor shall, by appropriate agreement ' from the Contract Documents correctable prior to completion with each Subcontractor, require each Subcontractor to snake and to specific qualifications expressed by the Architect. The payments to Sub-subcontractors in similar manner. issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the 9.6.3 The Architect will, on request, furnish to a Subcontrac• amount certified. However, the issuance of a Certificate for Pay- tor, if practicable, information regarding percentages of com- ment will not be a representation that the Architect hag.-H pletion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of por- [ions of the Work done by such Subcontractor. - 1 A r- C 1-,_ * 9.6.4 Neither the Owner nor Architect shall have an obligation - - Q1; ?wed C-Opief, of ;0quifikions FQG1QF6 to pay or to see to the payment of money to a Subcontractor (4) made except as may otherwise be required by law. examination to ascertain how or for what purpose the Contrac- 9.6.5 Payment to material suppliers shall be treated in a manner for has used money previously paid on account of the Contract See Addendum 9 4 3 similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4. . . Sum. 9.6.6 A Certificate for Payment, a progress payment, or partial 9.5 DECISIONS TO WITHHOLD CERTIFICATION or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the 9.5.1 The Architect may decide not to certify payment and Contract Documents. may withhold a Certificate for Payment in whole or in part, to 9.7 FAILURE OF PAYMENT the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required 9.7.1 If the Architect does not issue a Certificate for Payment, by Subparagraph 9.4.2 cannot be made. If the Architect is through no fault of the Contractor, within seven days after ' t unable to certify payment in the amount of the Application, the s A lication for P-ayment, or i the receipt of the Cont tor Owner does not pay'~ot~e~itt$tkfnft ' ra r , Architect will notify the Contractor and Owner as provided in Subparagraph 9.4.1. If the Contractor and Architect cannot p t cto date established in the Contract Documents the amoun ccq- i agree on a revised amount, the Architect will promptly issue a tified by the Architect . , then the Con- ' ` Certificate for Payment for the amount for which the Architect written notice to the tractor may, upon seven additional days r is able to make such representations to the Owner. The Archi- Owner and Architect, stop the Work until payment of the ~ test may also decide not to certify payment or, because of amount owing has been received. The Contract Time shall be I ' subsequently discovered evidence or subsequent observations, . and the Contract Sum shall be extended appropriately increased by the amount of the Contractor's reasonable costs of may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the shut-down, delay and start-up, which shall be accomplished as Architect's opinion to protect the Owner from loss because of: provided in Article 7. t 9,8 SUBSTANTIAL COMPLETION .1 defective Work not remedled; - 9.8.1 Substantial Completion is the stage in the progress of the .2 third party claims filed or reasonable evidence indicat- Work when the Work or designated portion thereof is suffi- ing probable filing of such claims; ciently complete in accordance with the Contract Documents .3 failure of the Contractor to make payments prop- so the Owner can occupy or utilize the Work for ita intended , erly to Subcontractors or for labor, materials or use. See Addendum 9.8.1 equipment; .4 reasonable evidence that the Work cannot be tom-. 9.8.2 When the Contractor considers that the Work, Or a por- pleted for the unpaid balance of the Contract Stun; lion thereof which the Owner agrees to accept separately, !s + .5 damage to the Owner or another contractor; substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of Items to be completed i; .6 reasonable evidence that the Work will not be eom- or corrected. The Contractor shall proceed promptly to com- pleted within the Contract Time, and that the unpaid plete and correct items on the list. Failure to include an item on balance would not be adequate to cover actual or such list does not alter the responsibility of the Contractor to liquidated damages for the anticipated delay; or complete all Work in accordance with the Contract Docu- 1 .7 pe 96tew failure to carry out the Work in aecbrdance ments. Upon receipt of the Contractor's list, the Architect will . with the Contract Documents. make an inspection to detetnnlne whether the Work or desig- AIA DOWWMNT A201 • dENERAL COMMONS OF THE CONTRACT FOR CONSZRUCnON • FOURTEENTH EUIT[ON A10 • 01987 THE AMERICAN INsTr uTE OF ARCHTI'EC M,1735 NEW YORK AVENUE, N.V.. WASHINGTON, D.C. 20006. A201-1987 -17 WARN=:'UMmri sad pIwWcopft vWmes us. eopyrlgfttlim and Is tt' &X-ct t6 te9el proaeart[on. VOL - PAO, 1J nated 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 in accordance with the requirements of the Contract Documents, the Contr2c- tor shall, before issuance of the Certificate of Substantial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof is uibstantially complete, the Architect will prepare a Certtficate of Substantial Completion which shall establish the date of Sub- stantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Con- tract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Comple- tion. The Certificate of Substantial Completion shall be sub- mitted to the Owner and Contractor for their written accep- tance of responsibilities assigned to them in such Certificate. 9.8.3 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work or por- tion thereof as provided in the Contract Documents. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or par- tially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contrac- tor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.3.1 l and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, secu- rity, maintenance, heat, utilities, damage to the Work and insur- ance, and have agreed in writing concerning the period for cor- rection 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 2 list to the Architect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occu- pancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agree- ment between the Owner and 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. in writing 9.9.3 Unless otherwise agreed uponAartial occupancy or use of a portion or portions of the Work shall not constitute accep- tance of Work not complying with the requirements of the Contract Documents- such inspection and, when the Architect finds the Work accept- able under the Contract Documents and the Contract fully per- formed, 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 observations and inspections, the work has been completed in accordance with terms and conditions of the Contract Docu- ments and that the entire balance found to be due the Contrac- tor and noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10 2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) 2 certificate evidenc- ing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement 119121 !he GBRIffietai 11ROWS OF HO FeRSOR that the insurance will no! Ige Fenewalgle is 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 Subcon- tractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish 2 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 211 money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 If, after Substantial Completion of the Work, final com- pletion 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. If the remaining balance for Work not fully com-. pieced or corrected is less than retainage stipulated in the Con- tract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that por- tion of the Work fully completed and accepted shall be submit- ted 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. !i v..6izph 4.34. 9.10.4 Acceptance of final payment by the Contractor, 2 Sub- 9.10 FINAL COMPLETION AND FINAL PAYMENT contractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing 9.10.1 Upon receipt of written notice that the Work is ready and identified by that payee as unsettled at the time of final for final inspection and acceptance and upon receipt of 2 final Application for Payment. Such waivers shall be in addition to Application for Payment, the Architect will promptly make the waiver described in Subparagraph 4.3.5. AIA DOCtI:.Z_rn A"I • GENERAL. CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION 18 A201-1987 AIA• • 01987 THE AMESLI AN iNST1TUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20xw6 WARNING: Unho r.md phot wAW.rV vlolatmi U& ccp%T1-jh,3 Was and Is air 1:Dd to L-3r, pmaeaitlon. f1 i ~ ~ R: :r ARTICLE 10 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders PROTECTION OF PERSONS AND PROPERTY of public authorities bearing on safety of persons or property or 10.1 SAFETY PRECAUTIONS AND PROGRAMS their protection from damage, injury or loss. 10.1.1 The Contractor shall be responsible for initiating, main- 10.2.3 Contractor shall erect and maintain, as re The i1rd heess8ry t ) raining and supervising all safety precautions and programs in existing and performance of the Contrac , conditions a~ie safeguards for safety and protection, including pasting i r connection with the performance of the Contract. danger signs and other warnings against hazards, promulgating 10.1.2 In the event the Contractor encounters on the site safety regulations and notifying owners and users of adjacent material feaSOnaIOIV h411fL~lCLC aCrt50~)rVCIfIC$d sites and utilities nij)henyl (PCF3yw iic ias no ccn rcn cre )arn css, W 10.2.4 When use or storage of explosives or other hazardous Contractor shall immediately stop Work in the area affected materials or equipment or unusual methods are necessary for and report the condition to the Owner and Architect in writing, execution of the Work, the Contractor shall exercise utmost The Work in the affected area shall not thereafter be resumed care and carry on such activities under supervision of properly ' except by written agreement of the Owner and Contractor if in qualified personnel. fact the material is asbestos or polychlorinated biphenyl (PCBjA` 5 The Contracto sh1 om sole t and expense Val, P P Y damage n d kiss 2 10 and has not been rendered harmless. The Work in the affected . . area shall be resumed in the absence of asbestos or polychlori• (other than damage or loss insured under property insurance n2ted biphenyl (PCB)~,or when it has been rendered harmless, required by the Contract Documents) to property referred to in by written agreement of the Owner and Contractor, or in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in part by the accordance with final determination by the Architect on which Contractor, a Subcontractor, a Sub-subcontractor, or anyone arbitration has not been demanded, or by arbitration under directly or indirectly employed by any of them, or by anyone Article 4/nor other hazardous substances for whose acts they may be liable and for which the Contractor byy wn r. /upon written direeti is responsible under Clauses 10.2.1.2 and 10.2.1.3, except p 10.1.3 The Contractor shall not ~egtti~e A9 AA damage or loss attributable to acts or omissions of the Owner 7 to perform without consent any Work relating to asbestos or or Architect or anyone directly- or indirectly employed by polychlorinated biphenyl (PCB). either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in h 3 18 ra ations under Para tor's obli h nt ddi i C + . . g p g rac t on to t e o a 10.2.6 The Contractor shall designate a responsible member of ' the Contractor's organization at the site whose duty shall be the eted area iF in fare ' f the 11mlork the aff F f e prevention of accidents. This person shall be the Contractor's - rom per ornime o superintendent unless otherwise designated by the Contractor . in writing to the Owner and Architect. 10.2.7 The Contractor shall not load or permit any part of the o; joalh, of lo :AjUF~l 144 0F destFuetiop of wAgible . construction or site to be loaded so as to endanger its safety. 10.3 EMERGENCIES the Con radar sha to pre- actions vent threatened damage, injury or loss. Additional compensa• tion or extension of time C121me3 by the Contractor on account 1 of an emergency shall he determined as provided in Paragraph f 4.3 and Article 7 3 tift4416LI(A -A ARTICLE 11 10.2 SAFETY OF PERSONS AND PROPERTY INSURANCE AND BONDS 10.2.1 The Contractor shall take reasonable precautions for 11.1 CONTRACTOR'S LIABILITY INSURANCE safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 11.1.1 The Contractor shall purchase from and maintain in a al ersops company or companies lawfully authorized to do business in .1/er6 on the Work and other persons who may the jurisdiction in which the Project is located such insurance as be affected thereby; will protect the Contractor from claims set forth below which .2 the Work and materials and equipment to be incorpo. may arise out of or result from the Contractor's operations rated therein, whether In storage on or off the site, under the Contract and for which the Contractor may be legally under care, custody or control of the Contractor or liable, whether such operations be by the Contractor or by a the Contractor's Subcontractors or Sub-subcontrac- Subcontractor or by anyone directly or indirectly employed by tors; and any of them, or by anyone for whose acts any of them may be .3 other property at the site or adjacent thereto, such as Crable: trees, shrubs, (awns, walks. pavements, roadways, .1 claims under workers' or workmen's compensation, structures and utilities not designated for removal, relo- disibiliiy benefit and other sknnilar employee benefit acts ration or replacement in the amrse of consuuction. which arc app1ic2bbe to the Work to be paforrned; AIA DOCULMM A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION AIA• • 01987 THE AMERICAN INSTITUIT OF ARCHITECTS. 1735 NEW YORK AVENUE, N.V., WASHINGTON, D.C. 20006 A201.1987 19 vblat4es U.B. copyrtgtrt loos «nd b uarble-d to -~tvseartbn: ' wARmim. Uny" it ~ • .2 claims for damages because of bodily injury, ooxupa- tional sickness or disease, or death of the Contractor's employees; .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Con- tractor's employees; .4 claims for damages insured by usual personal injury liability coverage which are sustained (1) by a person as a result of an offense directly or indirectly related to employment of such person by the Contractor, or (2) by another person, .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible prop- erty, including loss of use resulting therefrom; .6 claims for damages because of bodily injury, death of a person or property damage arising out of owner- ship, maintenance or use of a motor vehicle; and .7 claims involving contractual liability insurance appli- cable to the Contractor's obligations under Paragraph 3.18. 11.1.2 The insurance required by Subparagraph 11. shall be written for not less than limits of liability specified in the Con- tract 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 date of commencement of the Work until date of final payment and termination of any coverage required to be main- tained after final payment. 11.1.3 Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates and the insurance policies required by this Paragraph 11.1 shall contain a provision that coverages afforded under the policies will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reason- ably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9.10.2. Information concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. 11.2 OWNER'S LIACILTfY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. Optionally, the Owner may purchase and maintain other insurance for self- protection against claims which may arise from operations under the Contract. The Contractor shall not be responsible for purchasing and maintaining this optional Owner's liability insurance unless specifically required by the Contract Documents. 11.3 PROPERTY INSURANCE 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance in the amount of the initial Con- tract stint a5 well as subsequent modifications thereto for the entire Work at the site on a replacement cost basis without vol- untary deductibles. Such property insurance shall be main- tained, 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 a1 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 to be covered, whichever is earlier. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work. 11.3.1.1 Property insurance shall be on an all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false- work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's services and expenses required as a result of such insured loss. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents 11.3.1.2 If the Owner does not intend to purchase such prop- erty insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub- subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contrac- tor is damaged by the failure or neglect of the Owner to pur- chase or maintain insurance as described above, without so notifying the Contractor, then the Owner shall bear all reason- able costs properly attributable thereto. 11.3.1.3 If the property insurance requires minimum deducti- bles and such deductibles are identified in the Contract Docu- ments, the Contractor shall pay costs not covered because of such deductibles. If the Owner or insurer increases the required minimum deductibles above the amounts so identified or if the Owner elects to purchase this insurance with voluntary deduc- tiblc amounts, the Owner shall be responsible for payment of the additional costs not covered because of such Increased or voluntary deductibles. If deductibles are not Identified in the Contract Documents, the Owner shall pay costs not covered. because of deductibles. 11.3.1.4 Unless otherwise provided in the Contract Docu- ments, this property insurance shall cover fxirtions of the Work stored off the site after written approval of the Owner at the valucestablished in the approval, and also portions of the Work in transit. 11.32 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 daring 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 shrill be named insureds. 11.3.3 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 Opvner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 11.3.4 If the Contractor requests in writing that insurance for risks other than those described herein or for other special haz- ards be included In the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contmctor by appropriate Change Order. AtA DOt t VEN; A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION 20 A201.1987 AIA4 • @ 19117 THE AMERICAN INSTITUTE OF AR®IITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2(1(X)6 WARNING: Unticrrr.,:d f*ntuaal3', 9 V-!QtWa U.S. eorrv'r-tt_~1-1r-r-1a MW"-e,f► 7j PTT on. v L2 a.a..J~-._ ~:ac~- -~'Cdus:~5~.+3::_;~a::~.~ ~-•-tfuetw:et~..~~+~:i's.h..:m •.....i ~i`clua~ '~...~....~~..•,y.~~r-.,r,, . - >i '11_~ i t , f i s t a ri .l 3 K r 11.3.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Paragraph 11.3. Each policy shall contain all generally applicable conditions, defini- tions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be cancelled or allowed to expire until at least 30 days' prior writ- ten notice has been given to the Contractor. 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their subcon- tractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their sub- contractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Paragraph 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 subcontrac- tors, 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 panics enum- erated herein. The policies shall provide such waivers of subro- gation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that per- son 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. 11.3.8 A lose, insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Subparagraph 11.3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary, The Owner shall deposit in a separate account pro- ceeds %o received, which the Owner shall distribute in accor- dance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be.as provided in Paragraph 4.5. if -after such loss no other special agreement is made, replacement of dam- aged property shall be covered by appropriate Change Order. 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the panics in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection be made, arbitrators shall be chosen as provided in Paragraph 4.5. The Owner as fiduciary shall, in that case, make settlement with insurers in accordance with directions of such arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 11.3.11 Partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or corn- panics providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 The Owner shall have the right to require the Contrac- tor to furnish bonds covering faithful performance of the Con- tract and payment of obligations arising thereunder as stipu- lated 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 ohliga- tions arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, tic uncovered for the Architect's observation and be replaced at the•Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to observe prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. 1 ehffged 10 1 petit . If such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs 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 The Contractor shall promptly correct Work rejected by the ArchitecVarfami-18- tconform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, Installed Or completed. The Contractor shall hear costs of correcting such rejected Work, including additional testing and inspec- tions and compensation for the Architect's scrviees and expenses made necessary thereby. 12.2.2 if, within one year after the date of Substantial Comple- tion of the Work or designated portion thereof, or after the date ~f r AIA DOCUMENT A201 ; GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION AIA• • ©1987 THE. AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W. WASHINGTON. D C. 20W6 A201-1987 21 , WARNING: UnScerind photwopyirt9 vlolatas U.S. copyright two and Is subiect to leged PrrRJA rtlon. ob 'OE„ 11.3.5 If during the Project construction period the Owner insures properties, real or personal or both, adjoining or adja- cent to the site by property insurance under policies separate from those insuring the Project, or if after final payment prop- crty insurance is to be provided on the completed Project through a policy or policies other than those insuring the Prop ect daring the construction period, the Owner shall waive all rights in accordance with the terms of Subparagraph 11.3.7 for damages caused by fire or other perils covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. * for wnicn the Contractor, SUDCOnLraCtvr, ur .::,amt: suppliers, agents or employees or any person performing portions of the Work for or providing materials or services to the Contractor are responsible for commencement of warranties established under Sub. ARTICLE 13 paragraph 9.9.1, or by terms of an applicable special warranty require b th Contract Documents an x of the Work is found to be/nc 8rncRrvvi 4W~9ents of the Contract MISCELLANEOUS PROVISIONS Documents, the Contractor shall correct it promptly after 13.1 GOVERNING LAW receipt of written notice from the Owner to do so urAese-tire 13.1.1 The Contract shall be governed by the law of the place This period of one year shall be where the Project is located. extended with respect to portions of Work first performed after 13.2 SUCCESSORS AND ASSIGNS Substantial Completion by the period of time between Substan- 13.2.1 The Owner and Contractor respectively bind them- tial Completion and the actual performance of the Work. This selves, their partners, successors, assigns and legal representa- obligation under this Subparagraph 12.2.2 shall survive accep- tives to the other party hereto and to partners, successors, tance of the Work under the Contract and termination of the assigns and legal representatives of such other party in respect Contract. The Owner shall give such notice promptly after dis- to covenants, agreements and obligations contained in the Con- covery of the condition. tract Documents. Ale' 12.2.3 The Contracto from the site portions I the Work which are/~o r~ c n~wRt~'WM ~'Iri' c~ of the Contract Documents and are neither corrected b the by See Addendum 13.2.1 Contractor nor accepted by the Owner. 12.2.4 if the Contractor fails to correct/honconfo ming ork wise 3.3 WRITTEN NOTICE within a reasonable time, the Owner may correct It in accor- 13.3.1 Written notice shall be deemed to have been duly dance with Paragraph 2.4: If the Contractor does not proceed served if delivered in person to the individual Or a member of with correction of such nonconforming Work within a reason- the firm or entity or to an officer of the corporation for which it able time fixed by written notice from the Architect, the Owner was intended, or if delivered at or sent by registered or certified may remove it and store the salvable materials or equipment at mail to the last business address known to the party giving the Contractor's expense. If the Contractor does not pay costs notice. of such removal and storage within ten days after written notice, the Owner may 13.4 RIGHTS AND REMEDIES netiee sell such materials and c ppu'''D~ment at audtion or at private sale and shall account for theoftceds thereof, after deducting 13.4.1 Duties and obligations imposed by the Contract Docu- costs and damages that should have been borne by the Con- ments and rights and remedies available thereunder shall be in tractor. including compensation for the Architect's services and addition to and not a limitation of duties, obligations, rights and expenses made necessary thereby. If such proceeds of sale do remedies otherwise imposed or available by law. not cover costs which the Contractor should have bome,,the 13.42 No action or failure to act by the Owner, Architect or Contract Sum shall be reduced by the deficiency. If payments Contractor shall constitute a waiver Of a right or duty afforded then or thereafter due the Contractor are not sufficient to cover them under the Contract, nor shall such action or failure to acr such amount, the Contractor shall pay the difference to the constitute approval of or acquiescence in a breach thereunder, Owner. except as may be specifically agreed in writing. 12.2.5 The Contractor shall bar the cost of. correcting See Addendum 13.4.3 destroyed or damaged construction, whether completed or 13.5 TESTS AND INSPECTIONS partially corn !et dof the Owner or separate contractors caused /t t ~ 'ttra?&r'RoFfPJii'bn ,or removal of Work e ~ 13.5.1 Tests, inspections and approvals of portions of the Work re uired b the Contract Documents or b laws ordi- which is/E) g tc ~rnc$+vi~t e~ c~ments of the Con- q y . , y tract Documents. nances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless other- 12.2.6 Nothing contained in this Paragraph 12.2 shall be con- wise provided, the Contractor shall make arrangements for . strued to establish a period of limitation with respect to other such tests, inspections and approvals with an independent test- obligations which the Contractor might have under the Con- ing laboratory or entity acceptable to the Owner, or with the tract Documents. Establishment of the time period of one year appropriate public authority, and shall bear all relzted costs of as described in Subparagraph 12.2.2 relates only to the specific tests, inspections and approvals. The Contractor shall give the obligation of the Contractor to correct the Work, and has no Architect timely notice of when and where tests and inspec- relationship to the time within which the obligation to comply tions are to be made so the Architect may observe such proce- with the Contract Documents may be sought to be enforced, dures. tests, ' nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Con- re re tractor's obligations other than specifically to correct the Work. See Addendum 12.2.6 13.52 If the Architect. Owner or public authorities having 12.3 ACCEPTANCE OF NONCONFORMING WORK jurisdiction determine that portions of the Work require addi- defeetivetional testing, inspection or approval not included under Sub- 12.3.1 If the Owner prefers to accept Work which Lynot in 9; paragraph 13.5.1. the Architect will, upon written authorization accordance with the requirements of the Contract Documents, from the Owner, instruct the Contractor to make arru)gements the Owner may dos) instead of requiring its removal and cor- for such additional testing, inspection or approval by an entity rection, in which case the Contract Sum will be reduced as acceptable to the Owner, and the Contractor shall give timely written appropriate and equitable. Such adjustment shall be effected notice to the Architect of when and where tests and inspections whether or not final payment has been made. **otherwise are to be made so the Architect may observe such procedures. See Addendum 12.3.2 AIA DtKl a EXT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION 22 A201-1987 N NST T * I I • ©1987 TILE AMF.RIcA AIA U TE OF ARCHITECTS. 1735 NEW YORK AVENUE., N.W, WASIIINGTON,1) C 2(a16 WARNING: Unlicensed phatocapylrsg vtoletQe 11S copydgM {cis rased Is mo`w' tct,d F vas9tsstlon. r •'''~..:.arf-I+Y. _ _ _ - - - ' - • t..-...~i»~u•L 1' 1 'i ~ , `7 ~ It 3~':y~ _-~._3. _ _ :i.,,~l..-,a • ~ - k, I s 0 0 l.J a n a i - The Owner shall bear such costs except as provided in Sub- paragraph 13.5.3. 13.5.3 If such procedures for testing, u-tspection or approval under Subparagraphs 13.5 1 and 13.5.2 reveal failure of the portions of the Work to compl~ with rcQujrer tablishcpi by the Contract Documents, I CORSt`~~c ~3't ntsVA c$fts * made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses **otherwise defective Work, 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 if the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Con- tract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 INTEREST 13.6.1 Payments due and unpaid under the Contract Docu- ments shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is 1 ted. No, inte est shall be due on sums properly retained ~y Owner. See Addendum 13.7, 13.8 and 13.9 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the Owner and Contractor: ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT See Addenld TIONf 1THE CONTRACTOR 14.1.1 fe'10W&Ag-F I'S 2--016 !hQR i GO Pt!KeAl Of !h@ 181R] RUM 4-for eempletion, or 129 d3y. in 14 4A if one of h@ ahav_ . w, ;!;a CoAuar.Lo; Q--~, A-L6. an .401k;@ '64 40 a. r 46 4• • dde~ndumON BY2THE OWNER FOR CAUSE ,AA ,en OF F01@6, OU s- (Aletion, or 44.2.2 WAen any OF !he above reften&exi9t, !he Owner. tire It AIA DOCUIIAENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - FOURTEENTH EDITION t AIAG • 01987 THE AMERICAN wsmr E OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W.. WASHINGTON, D.C. 20906 A201-1987 23• ; WAM&a- Unt mired photoeo ft" vWates us copyright k" and !s to bpal ptos.cuft . VOL AGE n 7- J~ t , 1 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. OF-ph $.4r.ap/J 14.3.2 An adjustment shall be made for increases in the cost of performance of the Contract, including profit on the increased cost of performance, caused by suspension, delay or interrup- 14.2.3 tion. No adjustment shall be made to the extent: .1 that performance is, was or would have been so sus. be entitled to reeeiye further psyment t2ntH the Weilt is pended, delayed or interrupted by another cause for Finished. which the Contractor is responsible; or 14.2.4 .2 that an equitable adjustment is made or denied under another provision of this Contract. 14.3.3 Adjustments made in the cost of performance may have a mutually agreed fixed or percentage fee. - j ~t,..y~ r t . r •~l ® a ...J. .+...•..a.r.~4!-.•: V.~wr ~.t-w...r_.. - • 'O' .'l•-'~ 1 . . _ - . - . •Prf rred on Rec),cled Paper _ _ ALA DOCUMEXT A201 • GENERAL CONDITIONS, OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION 24 A201-1987 AIA• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W- WASHINGTON, D.C. 20006 WARTPaUM Unf>catttzed ^ta¢Wnq vWW-°3 M& co" tght tabs and Is mtp M to ls;+-J prosecution- :h ,ry~y l~ - t -L.. nm1 M.a.~.+.. `J.,.. Ju................~.r_.w.-..1...•:•i..1<••-.•....1t,a.. ..~u~..l~.. .........ra.i..~. ~.:s 4..ti.ill..lu•i.~1..._.a.r.Lrl:,k.....u1'•~i.w..'r.ul t4~ta:..=t:.v. w..•~+..a C..._.__. w..... ~.r. _ ~ - *I. 9 i. i ~R,s41yr~aa~ r s ~d~ C IsauaDAn(I~vooirr) , w ~,~t a w L d R-1996 'n14-MA THIS BINDER IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE SECOND PAGE OF THIS FORM RODUCfiR COMPANY Q Willis Corroon Construction Royal Indemnity Company 00007492-01 P. O. Box 27408 Houston TX 77227 _ oATa me own "N~'~ T" 17131961-3800 12:01 X A 1 1 X 12:011 AM 18-MAR-1996 P M 18-MAR-1997 rl NOON THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAWD COMPANY PER EXPIRING POLICY NO: CODE aus+cooE Contact : Linda L Tucker s 1 I A Io veH P Inp Location) INSURED onstruction of new detention Brazos County Commissioner's Court facility - $5,453,618 Contract 300 East 26th Street Brazos County Juvenile Justice Suite 116 Center County Courthouse Bryan TX 77803 COVERAGES 4..... • ' . Lt 'ITS l TYPE OR INSURANCE COVERAGEIFORMS AMOUNT DEDUCTIOLa COINSUR. PROPERTY CAUSES OF LOSS BASIC aBROAO71SPEC. GENERAL LIARLffY SEE ATTACHED COVERAGE SCHEDULE GENERAL AGGREGATE f 4.000.000 COMMERCIAL GENERAL LIABILITY PRODUCTS - COMP/OP AGG. _ CLAIMS MADE X~OCCUR PERSONAL a ADV. INJURY : X OWNER'S a CONTRACTOR'S PROT. EACH OCCURRENCE S 1,coo,ooo _ FIRE DAMAGE (An one Ike) _ RETRO DATE FOR CLAIMS MADE: MED. EXPENSE (An one etson) _ AUT OMOBLE LIA13Lrn COMBINED SINGLE LIMIT S ANY AUTO BODILY INJURY (Per person) _ ALL OWNED AUTOS BODILY INJURY (Per eccldend SCHEDULED AUTOS ' PROPERTY DAMAGE _ HIRED AUTOS MEDICAL PAYMENTS NON-OWNED AUTOS PERSONAL INJURY PROT. : GARAGE LIABILITY UNIN'iURED MOTORIST AUTO PHYSICAL DAMAGN DEDUCTIBLE ALL VEHICLES SCHEDULED VEHICLES ACTUAL CASH VALUE COLLISION: STATED AMOUNT S OTHER THAN COL: OTHER EXCESC LIABILITY EACH OCCURRENCE S UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM RETRO DATE FOR CLAIMS MADE: SELF-INSURED RETENTION = STATUTORY LIMITS WORKER'S COMPENSAnoN S AND EACH ACCIDENT EMr1.0YER'sU"LITY DISEASE-POLICY LIMIT = DISEASE-EACH EMPLOYEE _ SPECIAL CONDITIONSIOTHER COVERAGES MORTGAGEE ADDITIONAL INSURED LOSS PAYEE ":LOAN 0 A R 6 A i /ax 1, 'ti: ..v•♦ \M\ •.\L \...V: ter. ••..::.Y.1'.,•..., L\.\ -10 ~.1 iAri .V JEr 81%AA 7- 7` i • . v. [ -f,.-.-`.~. ...a \.rc...~a.'Lr(Jr-..L...~...~.f.~Y.SJ...I~.~..:-w..rY .r•.L. ~Lu.w_~..--a l'l.l...Lti.rJ!~ .14:.1..... ,n_..W...u....~.. r+..l:.. .v.. u._#✓....1.'. .J-4.. ..-~Jla .w..v. r. w.....r+.. Page : 2 Attached to and forming part of Binder No. 00007492-01 Brazos County Commissioner's Court CONDITIONS This Company binds the kind(s) of Insurance stipulated on the first page of this form. The Insurance is subject to the terms, conditions and limitations of the policy(les) in current use by the Company. This binder may be cancelled by the Insured by surrender of this binder or by written notice to the Company stating when cancellation will be effective. This binder may be cancelled by the Company by notice to the Insured in accordance with the policy conditions. This binder is cancelled when replaced by a policy. If this binder is not replaced by a policy. the Company Is entitled to charge a premium for the binder according to the Rules and Rates in use by the Company. APPLICABLE IN NEVADA Any person who refuses to accept a binder which provides coverage of less than $1000.000.00 when proof is required: (A) Shall be fined not more than $500.00, and (B) Is liable to the party presenting the binder as proof of insurance for actual damages sus- tained therefrom. ACORO 7dS'(2188) VOL._ PA I • - ~...'~...s+.a^K+a9po++Y+gdcir.as'r.~+t~L'kt.:~baKri~W~+ani4:%a.- - - - _ i ~ - it wig ~..i7'J.`.is,.:s..:e~4..~.i• •..:i.:,a ~s„'.=. _~f.,.:..~F.ro ~e'.==-ctrci~ Ltiv..:.:1~:..~r.;.L:t;...e:.~.,a........itG... .i~~ F E q t i { I JI WILLIS CORROON CONSTRUCTION P. 0. Box 27408 Houston, TX 77227 (713) 961-3800 Prepared for : Chappell Hill Construction Company, Inc. ` . 1 . i i i i i i ' i i - i , i i i I i { BINDER COVERAGE SCHEDULE Date Prepared :14-MAR-1996 Reported As Of : 18-MAR-1996 Binder No : 00007492-01 COVERAGE POLICY Description Limits Comments Period Carrier/Number OWNERS CONTR PROTECT SIMP 18-MAR-1996 Royal Indemnity company 10-KAR-1997 BINDER Named Insured(s) Brazos County Commissioner's Court occurrence Policy Owners 4 Contractors Protective General Aggregate 2.000,000 Each Occurrence 11000,000 Designated Contractor Chappell Hill Construction Company, Inc. P.O. Box 602 Brenham, Texas 77834 h Please refer to s ecific This schedule of insurance is for information purposes only. It does not alter, amend or c ange your coverage. p policies for limits, terms, conditions and exclusions. This coverage attachment may be relied upon only if the binder referred to herein is attached hereto. f , 1 4* r p~ ! ~~I®~~~"~ <U : ' `~k ; : i; H$UE DATE (MMvDO/YY) 13-MAR-1996 ' - ~NOtxratR 1094 CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Willis Corroon Construction NFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE f P. O. Box 27408 NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE DOES Houston TX 77227 POLICIES BELOW. (7131 961-3800 COMPANIES AFFORDING COVERAGE ANY A Royal Indemnity Company LETTER Contact : Linda L Tucker - COLPAW American and Foreign Insurance Company B T INGUNIM TER LE Chappell Hill Construction Company, Inc. COLVANY C United States Fire Insurance Company P.O. Box 602 LETTER Brenham TX 77834 COWANY Texas Workers Compensation Insurance Fund D LETTER CO&PAW LETTER E COVEqaC,":S PTI~;ari~f~4AR•8 . , THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REOUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO ~ TYPE OR N$VRANCE POLICY NUMSER POLICY EFFECTIVE POLICY EXPMAT'10 MITS U DATE(Md/OD/YY) DATE(MA/DD/YY) OENERALUABLITY GENERAL AGGREGATE S 2,000,000 X COMMERCIAL GENERAL LIABILITY - - PRODUCTS-COMP/OP AGG. = 1 000 CCO I CLAIMS MADE F XIOCCUR L _ = . PERSONAL & AOY. INJURY 1 000 000 A OWNER'S & CONTRACTOR'S PROT. RSP0987929507 01-JUL-1995 01-JUL-1996 EACH OCCURRENCE ,000,000 = 1 FIRE DAMAGE (An one lire) _ 50 000 , MED. EXPENSE (An one person = 5,000 AUTOMOBLELIAaLITY X ANY AUTO COMBINED SINGLE LIMIT = 1,000;000 All OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) S B X HIRED AUTOS AST1992339507 01-JUL-1995 01-JUL-1996 BODILY INJURY S ' X NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY DAMAGE S EXCESS UABLMY EACH OCCURRENCE S 5 OCO 000 C NX UMBRELLA FORM 5530270968 01-JUL-1995 01-JUL-1996 AGGREGATE _ S 6,000,000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION X STATUTORY LIMITS D AND TSF11272102 01-JUL-1995 01-JUL-1996 EACH ACCIDENT = 1,000,000 [11-LOTIMS,LIABLRT DISEASE-POLICY LIMIT S 1,000,000 DISEASE-EACH EMPLOYEE f 1 000 000 OTHER DESCRIPTION OF OPERATIONLLOCATIONL'fMICLEWSPECIAL ITEMS THIS CERTIFICATE MAY BE RELIED UPON ONLY IF THE DESCRIPTION OF OPERATIONS ATTACHMENT REFERRED TO HEREIN IS ATTACHED HERETO. Coy::yYir ► IATi_ HOLD t CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Brazos County Commissioner's Court EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO c/o Croslin 8z Associates ` MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 1114 Lost Creek Blvd. LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Suite 430 LIAB)LI Y OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES Austin TX 78746 A `oa+- RZPAI1C-, TATIVE S tT,. ti{itivAT[ON 1990 L4L ` uvw ~ ° .5 - ' - •cth:.-• • = .l:S+a4~.:ci.:_m.:.ul.-cJ~:t:~tr~:,'w.,, . 01 *1 -i,.. } ~c ILLIS ISSUE DATE (aM/DD/YY) S T. » cu .r . ILLI ` , O N {iV ' 3. O;- • z 13 -MAR -19 9 6 . 'DES(;ii~PTION -O OPERATIONS a~- 0abrsuCth 10946 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Willis Corroon Construction CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE P. O. Box 27408 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. ' Houston TX 77227 (713) 961-3800 COMPANIES AFFORDING COVERAGE COWANY Royal Indemnity Company A LETTER Contact : Linda 1. Tucker COIVMY American and Foreign Insurance Company B " LETTER INSURED Chappell Hill Construction Company, Inc. COWPAW United States Fire Insurance Company C P.O. Box soz LETTER Brenham TX 77834 COWAW Texas Workers Compensation Insurance Fund D LETTER COWANY LETTER E THIS DESCRIPTION OF OPERATIONS ATTACHMENT MAY BE RELIED UPON ONLY IF THE CERTIFICATE ' REFERRED TO HEREIN IS ATTACHED HERETO. Certificate Holder : Brazos County Commissioner's Court i Re: Construction of new detention facility at Brazos County Juvenile Justice r center. ' Brazos County Commissioner's Court Is-included as Additional Insured on , General Liability Coverage. 101 tlllll.L{S C~JflR(?t~!!+t 2gSAt 1E!(ii1' ` 'M ~9 " < : : WIWS CORROON 1991 I - - r k _ . +.~:.t.,.~....._..:.t.w.a..L.~....rwn..~....a.v.~~k~..i...~.L.i...ae.t~tc.4t:~r+.:.u.......x~.w..~....u....,.cep-..7.~8...Li....l.+.~.w...•._.:+'.r.~+..s.:~_..o..~..~t:.w.•i 4...~W ...,.~i..u ~._~w......... ~.....i .c ki OF~i►f"Vi•;. rr v n DATE c13-MAR-1996 THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCJE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. ' 10944 Willis Corroon Construction COMPANY P. O. Box 27408 Royal Indemnity Company Houston TX 77227 (7131 961-3800 coot sus.coDE Contact : Linda 1. Tucker 19kithg LOAN NUMBER POUCY NUM91R Chappell Hill Construction Company, Inc. RST199366 - P.O. Box 602 AR IVE DA / P ION DAT9 MM/ /YY M t IL Brenham TX 77834 01-JUL-1995 01-JUL-1996 P CHTED CHECKED THIS R IO Y • PROPERTY ' FOR14ATION REPOAT D*S OF 12•Mp 1.(996 LOCATIONIDESCRIPTION COVERAGB INFORMATION COYERAOEIPERLSWORMa AMOUNT OF WMANCE DIDUCTIaLE Builders Risk Coverage All Risk Subject to Policy Terms, Conditions & Exclusions Any One Location $6,600,000 $1,000 Any One Catastrophe $5,500,000 $1,000 Temporary Locations $100,000 $1,000 Transit $100,000 $1,000 Flood $500,000 $25,000 Edrthtiuake $500,000 $25,000 REMARKS (ItlCludini 'Sp80191 Condilloot): Re: Construction of new detention facility at Brazos Co mty Juvenile Justice Center CANCELLATION ; L THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 3QDBYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. .ADDITiONAL IN TI EREST NAME AND ADDRESS NATURE OF INTEREST MORTGAGEE ADDITIONAL INSURED Brazos County Commissioner's Court C/o Croslin & Associates Lo PAYEE (OTKR) Certificate Holder _ 1114 Lost Creek Blvd. SIO A RE OF AUTHOARXI) AGENT OF COMPANY 719 Suite 430 - Austin TX 78746 / C n= Is CV~RORATION 1988 ...s.~.....a.....,~.u.,_,a.i....., ~.-..~_w... ...a.,•_..e.c~- 4:.•N,:aJc,:_.~.a..,s+e..,...~~.,.~a~..#.U+b.ccad.~:... - - ~riiu.m.-a,i.;.o,;:= i..aa.4car c:..:... 2. w.......~ a. _ - ' _ _ I t tx 4 I, f~ r ~ Y HIGHLANDS INSURANCE GROUP 10370 RICHMOND AVE. HOUSTON, TEXAS 77042-4123 STATUTORY PAYMENT BOND PURSUANT TO CHAPTER 2253 OF THE TEXAS GOVERNMENT CODE KNOW ALL MEN BY THESE PRESENTS, THAT Chappell Hill construction Company, Inc. P.O. Box 602, Brenham, Texas 77834-0602 0 (HEREINAFTER CALLED THE PRINCIPAL(S), AS PRINCIPAL(S), AND Highlands Insurance Company & Highlands Underwriters Insurance Company, 10370 Richmond Avenue, Houston, Texas 77042 0 0 (HEREINAFTER CALLED THE SURETY(S), AS SURETY(S), ARE HELD AND FIRMLY BOUND UNTO Brazos County Commissioner's Court, 300 E 26 Street, Suite 115, County Courthouse, Bryan., Texas 77803 (HEREINAFTER CALLED THE OBLIGEE), IN THE AMOUNT OF Five Million, Four Hundred Fifty=three Thousand, Six Hundred Eighteen & No/100--------------------------------------------- DOLLARS. 5,463,618.00 ) FOR THE PAYMENT WHEREOF, THE SAID PRINCIPAL AND SURETY BIND THEMSELVES, AND THEIR. HEIRS, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, JOINTLY AND SEVERALLY, FIRMLY BY THESE PRESENTS. WHEREAS, THE PRINCIPAL HAS ENTERED INTO A CERTAIN WRITTEN CONTRACT WITH THE OBLIGEE, DATED THE 8th DAY OF March X19 96 PTO Brazos County Commissioner's court for New Detention Facility, Porject 4194010 WHICH CONTRACT IS HEREBY REFERRED TO AND MADE A PART HEREOF AS FULLY AND TO THE SAME EXTENT AS IF COPIED AT LENGTH HEREIN. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, THAT IF THE SAID PRINCIPAL SHALL PAY x. ALL CLAIMANTS SUPPLYING LABOR AND MATERIAL TO HIM OR A SUBCONTRACTOR IN THE PROSECUTION OF THE WORK PROVIDED FOR IN SAID CONTRACT, THEN, THIS OBLIGATION SHALL BE VOID; OTHERWISE TO REMAIN IN FULL , FORCE AND EFFECT. PROVIDED, HOWEVER, THAT THIS BOND IS EXECUTED PURSUANT TO THE PROVISIONS OF CHAPTER 2253 OF THE TEXAS GOVERNMENT CODE, AND'ALL LIABILITIES OF THIS BOND TO ALL SUCH CLAIMANTS SHALL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SAID TEXAS GOVERNMENT CODE TO THE SAME EXTENT t AS- IF IT WERE COPIED AT LENGTH HEREIN. IN WITNESS WHEREOF, THE SAID PRINCIPAL(S) AND SURETY(S) HAVE SIGNED AND SEALED THIS INSTRUMENT THIS 8th DAY OF March - , 19 96 Cha ll Hill Constructio 'Company, Inc. (PRINCI AL) BY • i Highlands Insurance Company Highlands Underwriters Insurance Company .SAG ~j S" VOL 1jo 4 r r w.r ~...~.T•,.... . • . .+'T..wr.wl.w.~q.►.#.yYM1N1Yw i~ww.r . _ HIGHLANDS INSURANCE COMPANY HOUSTON, TEXAS GENERAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the Highlands Insurance Company, a corporation duly incorporated under the laws of the State of Texas, doth hereby constitute and appoint Melvin H. Wert, Melvin H. Wert, Jr. , Jointly or Severally of the City of Brenham , State of Texas , to be its true and lawful attorney-in-fact for the following purposes, to-wit: To sign its name as surety, and to execute, seal and acknowledge any and all bonds, recognizances, obligations, stipulations, undertakings or anything in the nature of the same, and to respectively do and perform any and all acts and things set forth in the appended resolution of the Board of Directors of the said Highlands Insurance Company; provided, that the penal sum of no single one of such bonds, recognizances, obligations, stipulations or undertakings shall exceed the sum of Unlimited Dollars Unlimited the Company hereby ratifying and confirming all and whatsoever the said attorney-in-fact may lawfully do in the premises by virtue of these presents, but reserving to itself full power of substitution and revocation. IN WITNESS WHEREOF, the said Highlands Insurance Company, pursuant to a resolution passed by its Board of Directors, at a meeting held on the 26th day of July, A.D., 1995, a certified copy of which is hereto annexed, has caused these presents to be sealed with its corporate seal, duly attested by the signature of its President, Senior Vice Presidents, Vice Presidents and Secretary or Assistant Secretaries this 16th day of November A. D. 19 95 oS~NSU~ HIGHLANDS INSURANCE COMPANY 3 y * rFxas * ? N T&I By t Ass taut Secret y Vice President STATE OF TEXAS COUNTY OF HARRIS CITY OF HOUSTON , On this 16th day of November in the year 19 95 before me personally appeared Richard Westbrook to me known, who, being by me duly sworn, did depose and say: That he resides in Houston, Texas; that he is Vice President of the Highlands Insurance Company, the corporation described in and which executed the above instrument; that he knows the Seal of said corporation; that the Seal affixed to said instrument is such corporation Seal; that it was affixed to such instrument by and under authority conferred by the Board of Directors of said corporation; and that he signed his name thereto by like authority. i I f 1 VICKiE A. BYUS n ~s '~/CA'lf6.so'7i~Sl`urri Notary Publi talc of Tcxas • ~i C~ ~'--"'-==--~.:5•- i ..:L:....:1 nxs,=- - -~~.er•'=~==;r..saref+..r«...~r, ~e~.t~..ySLtbr, ~ • -~~i.`tg~v= ~~..e~,` ~ ~-:u~•. L+:. tr..;a.,uc.aia... RESOLUTION RESOLVED, that this Company does hereby authorize and empower its President or any one of its Senior Vice Presidents or Vice Presidents in conjunction with the Secretary or an Assistant Secretary, under its corporate seal, to execute and deliver power of attorney or to appoint any person or persons as attorney-in-fact or attorneys-in-fact, or agent or agents of this Company, in its name and as its act, to execute and deliver any and all contracts guaranteeing the fidelity of persons holding positions of public or private trust, guaranteeing the performance of contracts other than insurance policies and executing or guaranteeing bonds and undertakings, required or permitted in all actions or proceedings, or by law allowed, and, in its name and as its attorney- in-fact or attorneys-in-fact, or agent or agents, to execute and guarantee the conditions of any and all bonds, recognizances, obligations, stipulations, undertakings or anything in the nature of the same, which arc or may by law, municipal or otherwise, or by any Statute of the United States or of any State or Territory of the United States, or by the rules, regulations, orders, customs, practice or discretion of any board, body, organization, office or officer, local, municipal or otherwise, be allowed, required or permitted to be executed, made, taken, given, tendered, accepted, filed or recorded for the security or protection of, by or for any person or persons, corporation, body, office, interest, municipality or other association or organization whatsoever, in any and all capacities, whatsoever, conditioned for the doing or not doing of anything or any conditions which may be provided for in any such bond, recognizance, obligation, stipulation or undertaking, or anything in the nature of the same, the nature, class or extent of the instruments so authorized to be specified in such power of attorney. FURTHER RESOLVED, That the signature of any of the persons described in the foregoing resolution, and the seal of the Company may be affixed by facsimile, and the signature of a certifying officer and the seal of the Company may be affixed by facsimile to any certificate of any power of attorney, and any such power of attorney bearing such facsimile signature and seal shall be valid and binding on the Company. 1, R. S. Ashton, Assistant Secretary of Highlands Insurance Company, hereby certify that at a meeting of the Board of Directors of said Company, duly called and held at the office of the Company at the City of Houston, on the 26th day of July, A.D., 1995, at which was present a quorum of said Directors, duly authorized y' to act in the premises, resolutions were passed and entered on the minutes of said Company, of which resolutions the foregoing is a true copy and of the whole thereof. IN TESTIMONY WHEREOF, I have hereunto set my hand and seal of Highlands Insurance Company, this 16th day of November , A.D. 19 95 \'~6SURA~,,c ' oS c~ A t i S ary ec ss s ant y ~ TEXAS STATE OF TEXAS COUNTY OF HARRIS . I R. S. Ashton, Assistant Secretary of Highlands Insurance Company. , do hereby certify the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Highlands Insurance Company, which is still in full force and effect. s IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Company in the City of Houston, ~ Texas, this 8th day of March , A.D. 19 96 \~SU~C OS ~ _1 @ Ass sta t Secrets y TEXAS rAQ y , • 1 d 1 HIGHLANDS UNDERWRITERS INSURANCE COMPANY HOUSTON, TEXAS GENERAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the Highlands Underwriters Insurance Company, a corporation duly incorporated under the laws of the State of Texas, doth hereby constitute and appoint Melvin H. Wert. Me1 vi n H. Wert. Jr.. Jointly or Severally of the City of _ _ Brenham , State of Texas , to be its true and lawful attorney-in-fact for the following purposes, to-wit: To sign its name as surety, and to execute, seal and acknowledge any and all bonds, recognizances, obligations, stipulations, undertakings or anything in the nature of the same, and to respectively do and perform any and all acts and things set forth in the appended resolution of the Board of Directors of the said Highlands Underwriters Insurance Company; provided, that the penal sum of no single one of such bonds, recognizances. obligations, stipulations or undertakings shall exceed the sum of Un 1 i mi ted Dollars (s Unlimited the Company hereby ratifying and confirming all and whatsoever the said attorney-in-fact may lawfully do in the premises by virtue of these presents, but reserving to itself full power of substitution and revocation. IN WITNESS WHEREOF, the said Highlands Underwriters Insurance Company, pursuant to a resolution passed by its Board of Directors, at a meeting held on the 29th day of July, A.D., 1974, a certified copy of which is hereto annexed, has caused these presents to be sealed with its corporate seal, duly attested by the signature of its President, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents and Secretary or Assistant Secretaries this 7th day of June • , A.D. 19 94 C. UNtIHIGHLANDS UNDERWRITERS INSURANCE COMPANY .7 33 By / s Assistant Se retary Assistant Vice President STATE OF TEXAS COUNTY OF HARRIS j CITY OF HOUSTON I On this 7th day of June in the year 19 94 before me personally came Richard Westbrook to me known. who, being by me duly sworn, did depose and say: That he resides in Houston, Texas; that he is Assistant Vice President of the Highlands Underwriters Insurance Company, the corporation described in and which executed the above instrument; that he knows the Seal of said corporation; that the Seal affixed to said instrument is such corporation Seal; that it was affixed to such instrument by and under authority conferred by the Board of Directors of said corporation; and that he signed his name thereto by like authority. VICKIE A. BYUS n f Notary Put c, State of Texas ,.~...+'f My Commission Expires m-30-96 Notary Public, to c of Tcxa% M - PAGE 573em r r ,s S.uL::..wr_tis.ya~r_1.- - _rr-~i~!~r.., t - ;,a.,,,;~~ • "..:.:,r. s-L• L. .L~. \ ~ Y~lu+i1'~-~i+~y~-=~-.tea...--i:f...a. •-'--~.»..r....~.s..:~u"+r-.i-n.1+r+..~t~.~i_..~...~~-.r. _ 1$ C~ RESOLUTION RESOLVED, that this Company hereby does authorize and empower its President or any one of its Senior Vice Presidents, Vice Presidents, or Assistant Vice Presidents in conjunction with any one of its Secretaries or any of its Assistant Secretaries, ' under its corporate seal, to execute and deliver power of attorney or to appoint any person or persons as attorney-in-fact or attorneys- in-fact, or agent or agents of this Company, in its name and as its act, to execute and deliver any and all contracts guaranteeing the fidelity of persons holding positions of public or private trust, guaranteeing bonds and undertakings, required or permitted in all actions or proceedings, or by law allowed; and, in its name and as its attorney-in-fact or attorneys-in-fact, or agent or agents, to execute and guarantee the conditions of any and all bonds, recognizances, obligations, stipulations, undertakings or anything in the nature of the same, which are or may by law, municipal or otherwise, or by any Statute of the United States or of any State or Territory of the United States, or by the rules, regulations, orders, customs, practice or discretion of any board, F body, organization, office or officer, local municipal or otherwise, be allowed, required or permitted to be executed, made, taken,, given, tendered, accepted, filed or recorded for the security or protection of, by or for any person or persons, corporation, body, `j office, interest, municipality or other association or organization whatsoever, in any and all capacities, whatsoever, conditioned for the doing or not doing of anything or any conditions which may be provided for in any such bond, recognizance, obligation, stipulation or undertaking, or anything in the nature of the same; the nature, class or extent of the instruments so authorized to be specified in such power of attorney. FURTHER RESOLVED, That the signature of any of the persons described in the foregoing resolution, and the seal of the Company may be affixed by facsimile, and the signature of a certifying officer and the seal of the Company may be affixed by 'facsimile to any certificate of any power of attorney, and any such power of attorney bearing such facsimile signature and seal shall be valid and binding on the Company. 1, R. S. Ashton, Assistant Secretary of HIGHLANDS UNDERWRITERS INSURANCE COMPANY, do hereby CERTIFY that the foregoing is a true copy of a resolution duly adopted by the Board of Directors of said company at a meeting of the Board held on the 29th day of July, A.D., 1974, at which time a quorum was present and acting throughout, and that said resolution has not been subsequently rescinded or modified. IN TESTIMONY WHEREOF, I have hereunto set my hand and seal of Highlands Underwriters Insurance Company, this 7th day of June , A.D. 19 94 ' dos uNO~~y~ ; F s stant Secretary 3 33 STATE OF TEXAS t COUNTY OF HARRIS 1, R. S. Ashton, Assistant Secretary of Highlands Underwriters Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Highlands Underwriters Insurance Company, which is still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Company in the City of Houston. Texas, this 8th' day of March , A.D. 19 96 w ~s URI) Assi taut Secretary ay d VOL LF_..ASE AC33SEEINIENT This lease Agreement is made and entered into this First day of April, 1996, by and between FRED KELLER of Brazos County, herein called "Lessor", and BRAZOS COUNTY, TEXAS herein called "Lessee". In consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, Lessor does hereby demise and lease to Lessee, and Lessee does hereby lease from Lessor, the following described premises located in Brazos County, Texas: Office space (approximately 1760 sq. ft.) in the building located on 8991 East Highway 21, Bryan, Texas 77803, to include water and sewer along with restrooms. It will also provide handicap access. TERM The term of this lease shall be on a month to month basis for a period of six months, commencing April 1, 1996 and ending on September 30, 1996. RENT Lessee agrees to pay to Lessor as rent for the leased premises the sum of $750. C O (Seven Hundred Fifty Dollars) per month on the first of each month. u USE OF PRENEMES s The leased premise shall be used only as an office and Lessee shall not permit the leased premises or any part thereof to be use for: (a) the conduct of any offensive, noisy, or dangerous activity that would increase the premiums for fire insurance on the leased premises; (b) the creation or maintenance of a public nuisance; (c) anything which is against public regulations or rule of any public authority at any time applicable to the leased premises; or (d) any purpose or in any manner which will obstruct, interfere with, or infringe on the rights of other tenants or adjoining property owned by Lessor, nor shall the leased premises be vwL YAG=14-o. 1 J .a-_.~7.: - -S _...i...- ~k ...rt...:r..t-.....w..l'.......~n,.+..~.e:ra~.:s..~b.===et -=..~~..~_-_::~5,:~,:...:'sr: f::.k•: _ _ a'-" yam. s.~•~..c..~~~ L:'~ A Cl • occupied by any person or persons other than the person or persons authorized by Lessee. INDEMNITY AGREEMENT Lessee agrees to indemnify and hold Lessor and the property of Lessor, including the leased premises, fee and harmless, from any and all liability for injury to, or death of, any person, including employees of Lessee or for damage to property arising from the use and occupancy of the leased premises by Lessee or from the act or omission of any person, or persons, including employees of Lessee, in or about the leased premises with the express or implied consent of lessee; provided that nothing in this agreement shall expand or enlarge the liability of lessee greater than that of Lessee under the Texas Tort Claims Act. ALTERATIONS AND IMPROVEMENTS Lessee shall make no alterations to the building on the leased premises nor construct any buildings or other improvements on the leased premises without first having obtained the written consent of Lessor. LESSOR REPAIRS Lessor shall, at his expense, be responsible for fresh water lines to the building. Unless otherwise herein provided, all normal repairs, painting and replacements to the inside of buildings shall be made at the expense of Lessee which shall surrender the same at the end of the Lease term or any extension thereof in substantially as good condition as when received, ordinary wear and tear, damage by fire or the elements and unavoidable casualties excepted. Lessee shall keep the grass mowed and trimmed around the building. DESTRUCTION OF PREMISES Should any building or improvements on the leased premises be damaged or destroyed by fire, the elements, acts of God, or other causes not the fault of Lessee 4It _ . _r.~~ _,...a ~..-.r~u`J..a~...i-........~~.......•..~.....~..iw.~..~~..r......,.-..L~~.~.a•.w.~..w+.1.LJ.~~..~ar~._.-~.a ii or any person in or about ttie wasect premises with the express or lmptiea consent of Lessee, they shall be repaired or replaced by Lessor at his own cost and expense and the rent payable by Lessee pursuant to this lease shall be abated to the extent such damage or destruction renders the leased premises uninhabitable by Lessee. Provided however, should the cost of repairing or restoring any buildings or improvements so damaged or destroyed exceed twenty-five percent (25%) of the replacement cost of all buildings and improvements now located on the leased premises, or if more than fifty percent (50%) of the total floor space of the leased premises shall be rendered unfit for Lessee's occupancy this lease may be terminated by either party by ten (10) days written notice. If less than fifty percent (50%) of the total floor space of leased premises shall be uninhabitable and repair and restoration can be accomplished within ninety (90) days, Lessor may, at his option, either repair and restore the damaged buildings and improvements or cancel this lease and return any unearned rent previously paid by Lessee under this lease. CONDITION OF PREBUSES Lessee stipulates that the leased premises, as well as all building and improvements located thereon, are at the date of this lease in good order, repair and a safe and clean condition. UTILITIES All charges for electricity, water and other utility services shall be paid by Lessee. IMPROVEMENTS PROPERTY OF LESSOR All alterations, changes, and improvements built constructed, or placed in the leased premises by Lessee, other than movable personal property shall, unless otherwise provided by written agreement between Lessor and Lessee, be the property of Lessor and remain in the leased premises at the expiration or sooner 3 . d • • • E c termination of this lease. Lessee at the termination of the lease shall not be required ' to restore the improvements to their original condition. Nothing contained in this ` paragraph, however, shall authorize Lessee to make or place any such alteration, ; change, or improvements on the leased premises without having first obtained the ~I II written consent of Lessor. ~I. ASSIGNMENT AND SUBLETTING Lessee shall not assign this lease nor sublet the leased premises or any { interest therein without first obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. A consent by Lessor to one assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting. An assignment or subletting without the written consent of Lessor, shall 1 be void and shall, at the option of the Lessor, terminate the lease. t LESSEE'S RIGHT TO PERFORM In the event Lessor violates or fails to perform any provisions or agreements of the lease to be performed or complies with by Lessor, and such violation or failure continues for fifteen (15) days after written notice thereof to Lessor, Lessee may, ' in addition to all remedies available to it, be entitled to perform on behalf of Lessor F and deduct all such payments from the rent. DEFAULT BY LESSEE Should Lessee be in default for a period of more than ten (10) days in the payment of any rent payable under this lease or in the performance of any other r provision of this lease and such default continues for thirty (30) days after written f notice, Lessor may terminate this lease and regain possession of the leased premises + in the manner provided by the laws of the State of Texas in effect at the date of such default. 4 4 { k V011- JPAGE,~4~1 l HOLD OVER At the expiration of this lease, should Lessee hold over for any reason whatsoever, it is hereby agreed that in the absence of a written agreement to the contrary, such tenancy shall be from month to month only under the same conditions and at the same monthly rental as provided herein. SUBORDINATION OF LEASE This lease and Lessee's leasehold interest under this lease are and shall be subject, subordinate, and inferior to any lien or encumbrance now on the leased premises by Lessor. RIGHT OF INSPECTION Lessor and his agents have the right at all reasonable times during the terms of this lease to enter the leased premises for the purpose of inspecting them and all building and improvements thereon; provided however that the right of inspection shall not extend to any record, the disclosure of which is prohibited by law. PARKING Ample space will be provided for parking vehicles. NOTICES Any and all notices or other communication required or permitted by this lease to be served on or given to either party to this lease by the other party hereto shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, when deposited in the United States Mail, postage prepaid, addressed to Lessor, Fred Keller, at 8032 East State Highway 21, Bryan, Texas 77803, addressed to Lessee, Brazos County, 300 East 26th Street, Bryan, Texas 77803-5317 until otherwise notified. Either party hereto may change his address for the purpose of this paragraph by giving written notice of such c*mge to the other party in the manner 5 Tel ~p± ~ ~~4~ F,-J- • d • 0 0 USE OF OFFICES The leased premises are to be used as office space for the Justice of the Peace for Precinct Three (3) of Brazos County. LOCATION FOR RENT PAYMENT Unless changed by written notice pursuant to the provisions in the above heading under Notices, all rent payable under this lease shall be paid to Lessor at 8032 East State Highway 21, Bryan, Texas 77806. ATTORNEY'S FEES Should any litigation be commenced between the parties hereto concerning the leased premises, this lease, or the rights and duties of either party in relation thereof, the party prevailing in such litigation shall be entitled, in addition to such relief as may be granted, to a reasonable sum as and for his attorney's fees in such litigation. TEXAS LAW TO APPLY This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County. LEGAL CONSTRUCTION In case any one or more of the provisions contained in the agreement shall for any reason be held to be invalid, illegal or unenforceable it shall not affect any other provision thereof and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. PRIOR AGREEMENTS SUPERSEDED This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the 6 1v Y~ 1 J parties respecting the within subject matter. AMENDMENT No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. LESSOR: FRED KELLER By 1X D~~Qit~ LESSEE: ATTEST: BRAZOS COUNTY t~u GC/~ By: • :ZdQ~~ - Mary An Ward Alvin -W. J nes County Clerk County Judge 7 VOL--Z~-PAGFj " F r Iy i c'l , , • PLAN DOCUMENT BRAZOS COUNTY EMnDYFE BENEFITS PLAN • .1. ORIGINAL EFFBCPIVE DATE: SEPTEMBER 1, 1992 PLAN WAS RESTATED: NOVEMBER 1, 1995 ! a TABLE OF CONTENTS I. SCHEDULE OF BENEFITS CO-PAY PIM...MEDICAL 3 CO-PAY PLAN ...DENTAL COVERAGE 9 DEDUCTIBLE PLAN ...MEDICAL COVERAGE .............................10 DEDUCTIBLE PLAN. ..DENTAL ..............................16 ii. DEFINITIONS (CO-PAY AND DEDUCTIBLE PLANS) ..........................17 III. ELIGIBILITY AND TQRKMTICN (OD-PAY AND DFIXCTIBLE PLANS) ..........32 IV. CONTINUATION OF COVERAGE ...........................................41 V. PRESCRIPTION DRUG BENEFIT (CO-PAY AND DEDUCTIBLE PLANS) 44 VI. CD-PAY PLAN SECTION A THE MEDICAL DEDUCTIBLE.. . 48 SECTION B ELIGIBLE MEDICAL EXPENSES .........................49 SECTION C LIMITATIONS AND EXaMIONS APPLICABLE TO THE MEDICAL BENEFITS .............58 SECTION D PRE-EXISTIM CONDITIONS ...........................62 SECTION E ELIGIBLE DENTAL EXPENSES ..........................63 SECTION F LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL BENEF77S ..................66 VII. DEDUCTIRT.F PLAN SECTION A COMBINED MEDICAL-DENTAL DEDUCT IBLE ................69 SECTION B ELIGIBLE MEDICAL EXPENSES .........................70 SECTION C LIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS .............79 SECTION D PRE-EXISTIM CONDITIONS ...........................83 SECTION E THE DENTAL DEDUCTIBLE .............................84 SECTION F ELIGIBLE DENTAL EXPENSES., o o..85 SECTION G LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL EXPENSES ..................88 VIII. COORDINATION OF BEFITS (CO-PAY AND DEDUCTIBLE PLANS) .............90 IX. HEALTH KUNIENANCE ORGANIZATION - EFEF7CT ON BENEFITS ...............95 (OO-PAY AND DEDUCTIBLE PLANS) X. CLAIM (CD-PAY AND DEDUCTIBLE PLANS) ...............................96 XI. SUBROGATION (OD-PAY AND DEDUCTIBLE PLANS) ..........................98 XII. INCONfTESTABILITY (CO-PAY AND DEDUCTIBLE PLANTS) 99 XIII. AMl NISTRATION (CO-PAY AND DEDUCTIBLE PLANS) ......................100 XIV. AMIF CM NTS (OD-PAY AND DEDUCTIBLE PLANS) ..........................102 XV. RESERVATION OF RIGHTS BY THE EMPLOYER AND LIMDTATIONS OF RISGITS OF PARTICIPANTS (C}-PAY AND DEDUCTIBLE PLANS) ....................103 XVI. TERM[I MTION OF PLAN (CJ-PAY AND DEDUCTIBLE PLANS) .................104 XVII. UNIFORM PROVISIONS (03-PAY AND DEDUCTTTIBLE PLANS) ..................105 XVIII MISCELLA EOUS (OD-PAY AND DEDUCTIBLE PLANS) .......................106 XIX. DISCRETIONARY AUTHORITY (00-PAY AND DEDUCTIBLE PLANS) .............109 YO PAG E • • i~ ARTICLE I (a) CO-PAY PLAN ARTICLE I (b) DEDUCTIBLE PLAN ARTICLE I(a) CO-PAY PLAN MEDICAL COVERAGE SCHEDULE OF BENEFITS PREFERRED PROVIDER ORGP24MTION: Notwithstanding anything to the contrary contained in this Plan Document, the Schedule of Benefits contains a Preferred Provider organization arrangement with Alliance Brazos Valley, hereinafter referred to as the PPO Network. The Plan will provide the Covered Person with a list of all the participating providers in this arrangement. Preferred Providers are providers who have contracted with the PPO Network and who have agreed to accept reduced payments for covered services rendered to individuals covered under the Plan. Nan-Preferred Providers are providers who have not contracted with the PPO Network. what are the advantages of using a Preferred Provider? The Covered Person always has the right to choose a preferred provider or a non-preferred provider. The Covered Person has the following incentive(s) to use the preferred providers: Higher benefit percentages for certain covered expenses; Reasonable and Customary is not applied if the expense is a covered expense; and Lower or no deductibles for certain covered expenses. Under what conditions does the Plan pay benefits if a Covered Person receives treatment or services from a preferred provider? Notwithstanding anything to the contrary contained in this Plan document, preferred provider benefits will be paid when: The Covered Person is identified as participating under the preferred provider arrangement each time medical treatment or service is rendered. The Covered Person has selected and is covered for benefits under the preferred provider arrange ment- what happens if the preferred provider leaves the PPO? If the Covered Person incurs any covered expenses with a provider after the provider is no longer a member of the PPO, those expenses will be paid based on the non-PPO level of benefits. The Covered Person may also continue medical treatment or service by choosing a different PPO provider. CO-PAY PLAN Page 3 s• VO PAGE ~ ~I 'r. - -.v•. { Unat happens if the PPO does not have a anember provider who can provide the proper treatment for the Covered Person's sickness or - injury? The Covered Person may receive care from a non-preferred provider when there is no, member provider who can provide the proper treatment for the Covered Person's sickness or injury. In this situation, any covered expenses incurred will be paid at the PPO level of benefits. However, if there is a PPO provider who can provide the p q:)ex treatment and the Covered Person chooses the non-preferred provider for treatment, covered expenses incurred will be paid at the non-PPO level of benefits. What happens if there is no preferred provider within the service area to provide the proper treatment for a Covered Person's sickness or injury? The Covered Person may receive care from a non-preferred provider when there is no preferred provider within the service area who can provide the proper treatment for the Covered Person's sickness or injury. In this situation, any covered expenses incurred will be paid at the PPO level of benefits. However, if there is a preferred provider within the service area who can provide the proper treatment, and the Covered Person chooses to receive treatment outside the service area, covered expenses incurred will be paid at the non-PPO level of benefits. Under what oonditions,will the Plan pay for emergency treatment or services? The Plan will pay benefits at the PPO level if . The Covered Person receives care from a non-preferred provider outside the service area in an emergency. . The Covered Person receives care from a non-preferred provider inside the service area only when a preferred provider could not be reasonably reached for care due to an emergency. Any covered expanses incurred during this emergency will be paid based on the PPO level of benefits until the Covered Person can be transferred safely to a preferred provider. If at that time the Covered Person decides not to transfer to a preferred provider, the covered expenses after that time will be paid at the non-PPO level of benefits. {gnat is the preferred provider arrangement copaymmt? The copayment is the amount payable by the Covered Person for certain medical treatment or service incurred under the preferred provider arrangement. The oopayment must be paid each time the treatment-or service is performed. The expenses subject to the oopayment are shown an this Schedule of Benefits. The copayment will not be applied towards the following: . Maximum out-of-pocket expenses. . The carry-over deductible. . The oomum accident deductible. . Any other deductible amount. CD-PAY PLAN Page 4 r F t -•~u-.a7..-~.u.V_n.~Si.r..w~.....i~..W.~LUh..1~~1...~~..+~LI.lY- - _ - _ _ _ +r..1s.~+..... Y.-144 [45.x1• _ _ iwu.t+w..w.svG~. • • • II~D[~TIQrI: Payments made under this Plan for Reasonable and Customary Expenses incurred by a Covered Person shall be subject to the Maximum Benefits, the Limitations and Exclusions, the Deductible(s), and the Out-of-Pocket Limit, unless stated otherwise. The Plan pays according to the Schedule of Benefits in effect on the day covered expenses are incurred. PRESCRIPTION DRUG BENEFIT Network copayment per brand name prescription ...................$10 Network eopayment per generic prescription .......................$5 Mail order eopaymennt per brand name prescription ................$10 Mail order eopaymant per generic Pr'esaeiPtion ....................$5 Benefit Period ..........................................Calendar Year MAJOR MEDICRL COVERAGE Max inu m Lifetime Benefit Hospice Care .................................................$7,500 All Other Benefits .................................$1,000,000 minus the amount used for hospice care The term "lifetime" refers to the time a person is actually a Covered Person under this Plan (cadencing with the original Effective Date of the Employer's self-funded plan) and is not intended to suggest benefits beyond an individual's termination date or the Plan's termination date. Lifetime maximums were transferred from the prior Third Party Administrator. Maxi mitt Calendar Year Benefit Speech Therapy Benefit ......................................60 days Physical/Occupational Therapy Benefit 60 days Home Health Care .............................................$7,500 Spinal Column Treatment ........................................$500 Inpatient and Outpatient Mental Health Treatment............ $10,000 Inpatient and Outpatient Alcoholism and Chemical Dependency Treatment ............................$10,000 Other Plan Maximus and Limitations The maximum benefit payable by the Plan for the following expenses for each benefit period is shown below, subject to the benefit percentage. Hospital Expenses Daily room and board expense: semiprivate roam or ward ..................::...........full cost private roan ........................up to the average charge for a semiprivate roam at the hospital in which confined Extended Care Facility Expenses Daily roam and board expense .....................up to the hospital daily room and board benefit Number of days of coverage per benefit period ....................90 , • CO-PAY PLAN Page 5 VO .PAG E .j Other Plan Maxi++xxtts and Limitations ...Clantlxwed Hospice Care Expenses Bereavement counseling sessions per benefit period .............$500 Inpatient hospice services Per day .....................................................$200 All Ober Non-PPO Covered Expenses Reasonable and Customary Charges PPO Copayment Each Physician Office visit ......................................$5 This includes all in-house services charged by that physician (including surgery). All x-ray and lab charges related to, and as a result of, the office visit but billed by another PPO provider will be subject to a separate $5 eopayment and paid at 100%. The above provision includes, but is not limited to such preventive services, such as: Periodic personalized physical exams (including inuunizatiens) Well Baby Care (including immunizations) Annual gynecological exam Speech and hearing screening Vision screening (this includes the eye exam, but not the fitting of eyeglasses and/or contact lenses) Referral Specialist Physician Visits and Care .....................$5 Allergy Testing and Injections not associated with a Physician's Office Visit .......................................$5 Short-term Physical/Oocupational/Speech Therapy ..................$10 Emergency Care Services .........................................$40* [NOTE: The $40 PPO Cbpayment also applies for emergency roan treatment of a mental condition or an alcoholism/chemical dependency condition.] (*This copayment is waived if the Covered Person is admitted and confined to the hospital.) I Outpatient Mental Health Treatment for services rendered during a Physician's Office Visit .............................$10 Outpatient Alcoholism and Chemical Dependency Treatment for services refired curing a P ician's Office Visit $5 Deductible All PPO Expenses .....None Non-PPO Expenses for: Hone Health Care Expenses .....................:..............Noce Hospice Care Expenses ........................................None Page 6 CO-PAY PLAN VO ;i i y F, I u • Deductible... Continued All Other Covered Expenses: Individual ................$1,000 Family ................$3,000 Accumulation Period .............12 Months Benefit Period .........Calendar Year Benefit Percentage PPO NON-PPO Doctor's Fees for a second surgical opinion 100% 100% Hama Health Care Expenses 100$ 100$ Hospice Care Expenses 100% 100$ Tubal Ligation Expenses 50% 40$ Vasectomy Expenses 50$ 40% All Other Covered Expenses 100% 40$ * Note: The 50% and/or 40% paid by the Covered Person applies to the Out-of-Pocket limit. Maxiniua Calendar Year Non-PPO out-Of-Pocket Expense (excluding outpatient Mental Health, Alcoholism and Owdcal Dependency Treatment, and any additional percentage payable for unauthorized treatment or services) --Individual .....................................................$5,000 --Family ........................................................$15,000 Out-of-pocket expense is the deductible and percentage of covered expenses that a Covered Person pays. If the individual out-of-pocket maxirmin is reached during a benefit period, the benefit percentage is 100$ for covered expenses incurred by that Covered Person for the rest of the benefit period. If the family maximwn is reached during a benefit period, the benefit percentage is 100$ for the Covered Person(s) for the rest of that benefit period. The benefit percentage for outpatient mental health, alcoholism and chemical dependency treatment and any unauthorized treatment or services will not increase to 100% regardless of satisfying the out-of-pocket maxinum. Special Transition Out-of-Pocket Provision Credit will be given for Covered Persons who have had expenses applied to this Plan's 1995 out-of-pocket limit. Utilization Review Penalty Hospital and Facility Expenses (per admission) --with authorization ............................................None --without authorization .........................................$200 Inpatient and outpatient surgical procedures (performed in a setting other than a doctor's office) --without authorization .........................................$200 The Covered Person is responsible for obtaining authorization prior to obtaining any treatment or services as stated in the Utilization Review (UR) section. The UR Provider should be oontacted at the toll-free number listed on the medical I.D. card. Failure to obtain 00-PAY PLAN Page 7 vo P~G~ S~3 a r - g. asrthoarizat3an will result in a $200 penalty as described above. Any penalty will not apply to the out-of-pocket limit. Zoe $200 penalty will apply eves if the out-of-pocket limit has been reacsed. For emergency admissions, the UR Provider should be notified on the first business day following the adM ssiors or as soon as reasonably possible. utilization Review i Preauthorizaticn by the Utilization Review program is required far: 1. any inpatient confinement; and 2. inpatient and outpatient surgical procedures (performed in a setting other than a doctor's office). Decisions abort medical treatment are to be decided by the Covered Person and the Covered Person's physician. However, failure to follow Utilization Review procedures may result in a reduction in benefits covered under this Plan. Utilization Review is a program which certifies that a hospital admission or length of stay is required based on the proposed treatment. The preadmission certification is not oertifying that the treatment or service is a covered medical expense. To obtain a preacYnission certification, contact the Utilization Review program. Utilization Review also evaluates inpatient and outpatient surgical procedures (performed in a setting other than a doctor's office) in order to determine medical necessity as defined in the Plan. Failure to follow Utilization Review procedures may result in a penalty otherwise payable even if the treatment or service is later determined to be medically necessary. All treatments or services must be medically necessary in order to be covered medical expenses. The Oovered Persm or physician should obtain authorization to make sure a surgical procedure will be considered medically necessary. If pre-authorization is not obtained, the amount otherwise payable for surgery expenses will be penalized. The Covered Person or physician should obtain preadnissien certification to make sure the hospital admission and stay is required based on the proposed treatment. If preacmission certification is not obtained, the amount otherwise payable for hospital daily zoom and board expense will be penalized. If the hospital confinement extends beyond the number of certified days, the amount otherwise payable for the nonoertified days will be penalized unless certification for the extension is obtained prior to exceeding the number of certified days. The Utilization Review program also evaluates alternatives to the hospital oonfinetnent prescribed by the Covered Person's physician. These alternatives may be considered by the Plan to be medically necessary. To obtain preauthorizatien for treatment or services, contact the Utilization Review program. C )_PAY PLAN Page 8 SAC cS 11 . r t~ i~ ilc OD-PAY PLATT DENTAL ODVERACE • SCHEDULE OF BENEFITS Maximum Lifetime Benefit ............................................Unlimited Calendar Year Maximum Benefit ............................................$750 Deductible Type I Preventive and Diagnostic Treatment ...................Ncm Type II Basic Treatment ......................................Nome Type III Major Treatment .....................................None Benefit Period ..................................................Calendar Year Benefit Pamentage 80$ of Type I Preventive and Diagnostic Treatment 80% of Type II Basic Treatment 80% of Type III major Treatment E D OF OD-IW Pi,ATd............................ • • OD-PAY PLAN Page 9 S L~ i VOL PAGE ARTICLE I(b) DEDUCTIBE E PLAN MEDICAL COVERAGE SCHEDULE of BENEFITS i~-,~a~a•~•+a• a a• •r.r• ~v~• • Notwithstanding anything to the contrary contained in this Plan Document, the Schedule of Benefits contains a Preferred Provider Organization arrangement with Alliance Brazos Valley, hereinafter referred to as the PPO Network. The Plan will provide the Covered Person with a list of all the participating providers in this arrargenent. Preferred Providers are providers who have contracted with the PPO Network and who have agreed to accept reduced payments for covered services rendered to individuals covered under the Plan. Non-Preferred Providers are providers who have not contracted with the PPO Network. iJhat are the advantages of using a Preferred Provides? The Covered Person always has the right to choose a preferred provider or a non-preferred provider. The Covered Person has the following inoentive(s) to use the preferred providers: Higher benefit pesoentages for certain covered expenses: Reasonable and Custamary is not applied if the expense is a covered expense: and Lower or no deductibles for certain covered expenses. Under what canditicns does the Plan pay benefits if a Cavered Person receives treatment or services from a preferred Provider? Notwithstanding anything to the contrary contained in this Plan docent, Preferred provider benefits will be paid when: The Covered Person is identified as participating under the preferred provider arrangement each time medical treatment or service is rendered. The Covered Person has selected and is covered for benefits under the preferred provider arrangement. What happens if the preferred provider leaves the PPo? If the Covered Person incurs any covered expenses with a provider after the Provider is no longer a member of the PPO, those expenses will be paid based on the non-PPO level of benefits. The Covered Person may also continue medical treatment or service by choosing a different PPo provider. L r FAG ...Wr.1 "•.•~..aj_. nLS•~ai•i~aP._ _ -.r.:.~..i _ ,.'hr_i~ - ~...:.1~..1..•--=A_ :i1'_ _ _ ..l'_ ~.y:~c- ~ r i` i Lu u • • 11 z fiat happens if the PPO does not have a member provides who can provide the prosier treatment for the Covered Person's sickness or injury? The Covered person may receive care from a non-preferred provider when there is no member provider who can provide the proper treatment for the covered Person's sickness or injury. In this situation, any covered expenses incurred will be paid at the PPO level of benefits. However, if there is a PPO provider who can provide the proper treatment and the covered person chooses the non-preferred provider for treatment, covered expenses incurred will be paid at the non-PPO level of benefits. ` what happens if there is no preferred provider within the service area to provide the proper treatment for a Covered Per'son's sickness or injury? The Covered Person may receive care from a non-preferred provider when ;lire is no preferred provider within the service area who can provide the proper treatment for the Covered Person's sickness or injury. In this situation, any covered expenses ha=red will be paid at the PPO level of benefits. Hmmverr, if there is a preferred provider within the service area who can provide the proper treatment, and the Covered Person chooses to receive treatment outside the service area, covered expenses incurred will be paid at the non-PPO level of benefits. under what conditions will the Plan pay for emergency- treatment or services? The.Plan will pay benefits at the PPO level if The covered Person receives care from a non-preferred provider outside the service area in an emergency. The covered person receives care from a non-preferred provider 7 inside the service area only when a preferred provider could not be reasonably reached for care due to an emergency. Any covered expenses incurred during this emergency will be paid based on the PPO level of benefits until the Covered Person can be transferred safely to a preferred provider. If at that tame the covered person decides not to transfer to a preferred provider, the covered expenses after that time will be paid at time non-PPO level of benefits. c DEDUMBLE PLAN Page 11' A, Ir1TRODI7CFICN: Payments made under this Plan for Reasonable and Customary Expenses incurred by a Covered Peron shall be subject to the maximum Benefits, the Limitations and Exclusions, the Deductible(s), and the Out-of-Pocket Limit, unless stated otherwise. The Plan pays according to the Schedule of Benefits in effect on the day covered expenses are incurred. PRESCRIPTION DRUG BE NETT Network eopayment per hand name press'iptian ...................$10 Network oopayment per gel-keric Prescription .......................$5 Mail order copaayment per brand name prescription ................510 Mail order eopayment per generic prescription ....................$5 Benefit Period ..........................................Calendar Year MAJOR MEDICAL C UVERAGE Maximum Lifetime Benefit Mental Health, Alcoholism and Chemical Dependency Treatment Benefit ................................$25,000 Hospice Care S6,000 All Other Benefits .................................$1,000,000 minus the amount used for mental health, alcoholisn and chemical dependency treatment and hospice care The term "lifetime" refers to the time a person is actually a Covered Person under this Plan (commencing with the original Effective Date of the Employer's self-funded plan) and is not intended to suggest benefits beyond an individual's termination date or the Plan's termination date. Lifetime maximums were transferred from the prior Thud Party Administrator. Deductible Doctor's fees for a second surgical opinion ....................None Outpatient Preadmission Testing Expenses .......................None Well Baby Care Expenses ........................................None (Fbr services rendered by a PPO provider only) Roatine Newborn Care Expenses for the first 5 days after birth (For services rendered by a PPO pxv7ider only)..None Additional Accident Expenses for the first $300 (Far services rendered by a PPO provider only) ..............None All Other Covered Expenses Individual ..................................................$225 Family ....$675 Accumulation Period .......................................12 months The Deductible amount for Medical and Dental expenses is combined. The total deductible is shown above. Benefit Period .................................................Ctilendar Year DEDUCTIBLE PLAN Page 12 vo PAGE -2- d I • a 6 • Benefit Percentage FPO Non-PPO The first $300 of covered expenses for an accidental injury if expeLSes are incurred within three (3) months of the date of the accidental injury 100% N/C Hospital Daily Room and Board Expenses-- with authorization 90% 70% without authorization for admission and/or length of stay 70%* 50%* Surgery Expenses (includes surgeon's charges, facility, assistant surgeon, and anesthesia expenses) with authorization 90% 70$ without authorization 70%* 50$* Doctor's Fees for a second surgical opinion 100% 100% Well Baby Care Expenses 90% N/C outpatient Preadmission Testing Expenses 100% 100% Inpatient Mental Health, Alcoholism and CYnemical Dependency Treatment Expenses (includes facility and physician charges) with authorization 80% 80% without authorization for admission and/or length of stay 60% 60% Outpatient Mental Health, Alcoholism and Chemical dependency Treatment Expenses 80% 80% Home Health Care E xpm-ises 100% 100% Outpatient Surgery Expenses 100% 100% (includes surgeon's charges, facility, assistant surgeon, and anesthesia expenses) Routine newborn care for the first five (5) days after birth 90% N/C Hospice Care Expenses 100% 100% All Other Covered Expenses 90% 70% N/C = No Coverage. * The Covered Person is responsible for obtaining authorization prior to obtaining any treatment or services as stated in the Utilization Review section. The UR Provider should be contacted at the toll-free number listed on the medical I.D. card. Failure to obtain authorization will result in a reduction in benefits as described above. Any reduction in benefits will not apply to the out-of-pocket limit. The benefit Percentage will be reduced even if the out-of-pocket limit has been reacd. For emergency admissions, the UR Provider should be notified on the first business day following the admission or as soon as reasonably possible. DEDUCTIBLE PLAN Page 13 VOL,--? .PAGE, Our d PPO Non-PPO Maxim= Out-of-Pocket Poses $450 S1, 600 Out-of-pocket expense is the deductible and percentage of covered expenses that a Covered Peron pays. If the maximum out- of-pocket expense is reached during a benefit period, the benefit percentage is 100% for the rest of that benefit period for expenses incurred by that person. The Out-patient Mental Illness expenses will not be applied towards meeting the out-of-pocket maximum. The benefit percentage for outpatient mental health, alcoholism and cynical dependency treatment and any unauthorized treatment or services will not increase to 100%, regardless of satisfyirg the out-of-pocket maximum. Special Transition Out-of-Pocket Prov'isiaa Credit will be given for Covered Persons who have had expenses applied to this Plan's 1995 out-of-pocket limit. Other Plan Maximums and Limitations The maximum benefit payable by the Plan for the following expenses for each benefit period is shown below, subject to the benefit percentage. Hospital Eqxnses Daily roam and board expense: semiprivate room or ward ...............................full cost private rOan ........................up to the average charge for a semiprivate rcon at the hospital in which oonfined E tended Care Facility Eqpenses Daily room and board expense........... .......up to the hospital daily roan and board benefit Nurber of days of oovercige per benefit period ....................go Hama Health Care Eqx n9es member of hone health care visits for health aid services per calendar year .......................loo number of hour Per visit .........................................4 Hospice (are Egpe ses Bereavement oornselitg sessions per.benefit period .............$500 Inpatient hospice services Per day .....................................................$200 MmibP.r of days of coverage ....................................30 All Odder Nan-PPO Covered Eg3enses... Reasonable and Customary Charges DFIXx.T= PLAN Page 14 .1 . Vol. PAGES . - i . x,11 ~ i.. l Utilization Review • Preauthorization by the Utilization Review program is required for: 1. any inpatient confinement: and 2. inpatient and outpatient surgical procedures (performed in a setting other than a doctor's office). Decisions about medical treatment are to be decided by the Covered Person and the Covered Peon's physician. However, failure to follow Utilization Review procedures may result in a reduction in benefits covered under this Plan. Utilization Review is a program which certifies that a hospital admission or length of stay is required based on the proposed treatment. The preadmission certification is not certifying that the treatment or service is a covered medical expense. To obtain a preadmission certification, contact the utilization Review program. Utilization Review also evaluates inpatient and outpatient surgical procedures (performed in a setting other than a doctor's office) in order to determine medical necessity as defined in the Plan. A second surgical opinion may be required if the Covered Person's doctor reeonmexis a ronenergency surgery. The Utilization Review company should be contacted for further information on obtaining a second opinion. If the second doctor does not reoommerri surgery, the Covered Person may receive an opinion from a third doctor. • Failure to follow Utilization Review procedures may result in a reduction in benefit percentage otherwise payable even if the treatment or service is later determined to be medically necessary. All treatments or services must be medically necessary in order to be covered medical expenses. The Covered Person or physician should obtain authorization to make sure a surgical procedure will be considered medically necessary. If pre-authorization is not obtained, the benefit percentage otherwise payable for surgery expenses will be reduced. The Covered Person or physician should obtain preadmission certification to make sure the hospital admission and stay is required based on the proposed treatment. If preadmission certification is not obtained, the benefit percentage otherwise payable for hospital daily room and board expense will be reduced. If the hospital confinement extends beyond the number of certified days, the benefit percentage otherwise payable for the rrsoertified days will be reduced unless certification for the extension is obtained prior to exceeding the number of certified days. The Utilization Review program also evaluates alternatives to the hospital confinement prescribed by the Covered Person's physician. These alternatives may be considered by the Plan to be medically accessary. 4b obtain preauthorization for treatment or services, contact the Utilization Review program. • Page 15 DEDUCTIBLE PLAN VO PAGE II DEDUCTIBLE PLRN DENTAL COVERAGE SCHEDULE OF BENEFITS Maxim= Lifetime Benefit ............................................Unlimited Calendar Year maxim= Benefit W50 Combined Medical/Dental Deductible Per Calendar Year Type I Preventive and Diagnostic Treatment ...................Nome Type II Basic Treatment, and Type III Major Treatm2nt..... $225 Accutm~il atian Period 12 Months Benefit Period ..................................................Calendar Year Benefit Peroentage 80% of Type I Preventive and Diagnostic Treatment 80$ of Type II Basic Treatment 80$ of Type III Major Treatment ...............................END OF DEDUCTIBLE PLAN....................... DEXXXVIBLE PLAN Page 16 vO' PAG E 41...-y _ _ ~..a....~.i~__._...~.~.u..nu.....~. ....~a~. .._-.W.._..'~...;~la .i.l~..d...~xi`:n.s.+~~`.~.9~sd1.~r.~..n.. ..+.1..u.... - k • ARTICLE II DEFINITIONS CO-PAY AND DEDUCTIBLE PLAN Unless specifically stated elsewhere in the Plan, the following terms have a special meaning. Other parts of the Plan contain definitions specific to that section. ACCIDENTAL INJURY The term "Accidental Injury" means a bodily injury resulting from a sudden, violent, unexpected and external event. All injuries received in one accident are considered as one accidental injury. Infection resulting from a cut or wound caused by an accident is included as an accidental injury. Accidental injury does not include poisoning, disease, or any other type of infection, except as stated above. AC)CLIUAATION PERIOD The term "AocLmulaticn Period" means the number of consecutive days or months in a benefit period curing which the Covered Person incurs covered expenses that can be used to meet the deductible. A new accumulation period starts with the start of each new benefit period. The Schedule of Benefits shows the aocumuulatic n period. ACTIVE TREATMERr The term "Active Treatment" means planned active treatment, developed and directed by professionals, with stated goals and the expectation of improvement. ACTIVE WORK, ACTIVELY AT WORK The term "Active Worst", "Actively at Work" means the employee is present at work with the intent and ability of working the scheduled tours and doing the normal duties of his or her job on that day. If the employee is not disabled and works all of the last working day before a regular paid vacation or other regular non-working day, the employee will be deemed to be at active worst on those days. ADHII.STRATOR The term "Administrator" means the person responsible for the day-today functions and management of the Plan. The Administrator may employ persons or firms to process claims and perform other Plan-oonnacted, services. The Administrator is the E2mployer. ALOOH31-TSM The term "Alcoholism" means a disorder of psychological and/or physiological dependence or addiction to alcohol which results in functional (physical, cognitive, mental, affective, social, or behavioral) impairment. ALCXIKLISM TREATMENT FAMLI Y The term "Alcoholism Treatment Facility" means an institution which meets the following conditions: In those states which require licensing or certification, is licensed or certified to provide alcoholism treatment by the appropriate departament of state government in the state in which treatment is received. • ~ I Page 17 . VOL- e DEFINITIONS... CONTINUED In those states which do not require licensing or certification, has an alcoholism program which is accredited by the Joint Commission on Accreditation of Healthcare Organizations (JCAHD) Provides a structured, active treatment program under the supervision of a doctor or qualified staff member of the treatment facility. An alcoholism treatment facility includes both hospital based and rrn-hospital based treatment facilities. BENEFIT PERCENTAGE The term "Benefit Percentage" is the percentage of covered uses the Plan pays. The Schedule of Benefits shows the benefit percentage. BENEFIT PERIM The term "Benefit Period" means a calendar year unless the Schedule of Benefits states a different time period for a specific benefit. CALENDAR YEAR The term "Calendar Year" means the period from January 1 through December 31 of the same year. CHARGE The term "Charge" means an amount due for the treatment, care, service, or supply rendered. A charge is deemed to be incurred on the date on which the treatment, care, service, or supply for which the charge is made is given or received. If it is not shown otherwise and a single charge is made for a series of treatments, services, supplies, or care sessions, each will be deemed to bear a pro rata share of the charge. CHEMICAL DEPENDENCY The term "Chemical Dependency" means a disorder of psychological and/or physiological dependence or addiction to psychoactive drugs or medications which results in functional (physical, cognitive, mental, affective, social, or behavioral) impairment. I CHEMICAL DEPENDENCY TREATMENT FAC maw The term "Chemical Dependency Treatment Facility" means an institution which meets the following conditions: In those states which require licensing or certification, is licensed or certified to provide chemical dependency treatment by the appropriate department of state gorvemrent in the state in which treatment is i received. In those states which do not require licensing or certification, has a chemical dependent' treatment program which is accredited by the Joint Commission on Accreditation of Healthcare organizations (JCAHO). Provides a structured, active treatment program under the supervision of a doctor or qualified staff member of the treatment facility. A chemical dependency treatment facility includes both hospital based and ncn-hospital based treatment facilities. Page 18 • V0 PACxF, Y • DEFINITIONS... CONTINUED The term "Close Relative" means the employee, the employee's spouse, and a child, brother, sister, or parent of the employee or the employee's spouse. COMMME E The term "Committee" means the Committee appointed by the Employer in accordance with the provisions of the "Administration" Article of this Plan. CM*-MM, CQ*'1WV The term "Confined, Confinement" means being an inpatient in a hospital or extended care facility. COUNTRY The term "Country" means any government or group of countries. COVERED DEPENDENT The term "Covered Dependent" means a dependent covered for dependents' coverage. COVERED PERSON The term "Covered Person" shall mean any employee or dependent who has met the eligibility requirements of the Eligibility and Termination Article of the Plan while such person is covered hereunder. CUSTODIAL CARE The term "Custodial Care" means care or services, wherever furnished and by whatever name called, which is designed primarily to assist a Covered Person, whether or hat totally disabled, in the activities of daily living. Such activities include, but are not limited to: bathing, dressing, feeding, preparation of special diets, assistance in walking or in getting in and out of bed, and supervision over medication which can normally be self-administered. DEDUCTIBLE The term "Deductible" means the amount of covered expenses that must be incurred by a Covered Pearson during the accuamulation period before the Plan pays benefits. The Schedule of Benefits shows the deductible amount. DENIAL DISEASE The term "Dental Disease" means dental disease of the teeth or guars. DENTAL SLIF41M The term "Dental Surgery" means the branch of medicine which treats dental conditions such as diseases, injuries, and deformities by cutting or instrument operations. DENTIST The term "Dentist" shall mean a persona, other than a close relative, licensed to practice dentistry. DENTIST'S PR 7MTNENP FSTIMTE FXM The "Dentist's Pretreatment Estimate Form" means the report prepared by the Cowered Person's dentist listing necessary dental treatment. It is written after the dentist has examined the Covered Person. Page 19 • I VCS PAGE I I I i r DEFINITIONS... CONTINUED DEPE DERr Tfie term "Dependent" shall mean the employee's: the legal spouse. child less than age 25. The term "child" means: the employee's natural child. the employee's adopted child. An adopted child will be deemed acquired on the following dates: (1) Agency adoption the date the initial possession of the child takes place or the date the adoption contract is executed by the employee and the adoption agency, whichever occurs earlier. Agency shall include the Department of Health and Human Resources, the oorrespondirg department of any other state, and those private agencies and institutions licensed for the placement of children for adoption by the Department of Health and Human Resources or by the corresponding Department of any other state: or (2) Private adoption the date of the execution of the Act of Voluntary surrender in favor of the employee, provided that the Plan is furnished with certification by the appropriate clerk of court setting forth the date of execution of the Act and the date that said Act becomes irrevocable, or the date of the first court order granting legal custody, whichever occurs first. If this is an adapted newborn child, such coverage will be contingent on the date of birth of the child. the employee's stepchild, foster child, or grandchild who is primarily dependent on the employee for support and lives with the employee in a permanent parent/child relationship. Proof of dependency must be provided to the Plan upon request. for Medical/Dental Coverage, the employee's dependent grandchild who is less than 19 years old, less than 21 years old if a full-time student, and living in the employee's household. A dependent is not a married child or grandchild. a spouse or child or grandchild living outside the United States. a spouse or child or grandchild on active military duty. a spouse or child or grandchild eligible for employee's coverage udder the Plan. a parent of the employee or the employee's spouse. for Medical/Dental Coverage, a spouse or child or dependent grandchild who does not give proof of good health when the Plan asks, or whose proof the Plan does not accept. DOC. OR (Also shown herein as Physician) The term "Doctor" means a person, other than a close relative, licensed to practice medicine in the state in which treatment is received. 'lfiis includes a: A. Licensed Doctor of Medicine, Osteopathy, Dentistry, Chiropractic,. Podiatry, or Optometry; or a: B. Licensed optician, certified nurse-midwife, certified nurse-practitioner, certified nurse-anesthetist, certified audiologist, or certified speech-language pathologist, a licensed dietitian, or•a provisional licensed dietitian under the direction of a licensed dietitian but only for those dietary services provided at the direct professional recomiendaticn of a licensed Doctor of Medicine or Osteopathy. Charges made by or on behalf of a Physician for certain services are limited or excluded by the Plan, regardless of which type Physician provides the service. Page _20 , • • DEFINITIONS... CONTINUED State law may specify that benefits be paid for the professional services of a practitioner other than a medical doctor. In that rase, the term "doctor" also includes persons recognized as qualified to treat the sickness or accidental injury for which claim is made, by the state in which the treatment is received. For Mental Health, Alcoholism, and Chemical Dependency Treatment Expenses, doctor includes the following persons, other than close relatives, who are licensed or certified by the state in which treatment is received: a psychologist. a clinical social worker who has a masters degree from an accredited institution of higher learning. a licensed professional counselor (LPC). DURABLE MEDICAL EQUIPMENT The term "Durable Medical Equipment" means equipment which is: A. Able to withstand repeated use; B. Primarily and customarily used to serve a medical purpose; Not generally useful to a person in the absence of illness or injury; and D. Suitable for use in the home. EFFECTIVE DATE The term "Effective Date" of the Plan shall mean September 1, 1992, which was the date the Employer implemented an ASO arrangement with Northwestern National Life Insurance Company. Employee Benefit Services, A Division of R. E. Harrington, Inc. became the Plan Supervisor effective November 1, 1995. The restatement date of the Plan Document is November 1, 1995. ELECTIVE ADMISSION The term "Elective Admission" means a &Awnergency admission that is scheduled before a Covered Person enters the hospital. EMERGENCY The term "Emergency" means an emergency due to an accidental bodily injury or the sudden onset of a medical condition manifesting itself by acute symptom or sufficient severity (including severe pain), a situation where a condition, if not promitly treated, is life threatening; can cause serious damage to bodily functions; or can seriously damage a bodily organ or part: EtE RG12 Y ADMISSION The term "Emergency Admission" means a hospital admission for a condition that is either life threatening or unless promptly treated could cause serious damage to the bodily functions. EMERGENCY SERVICES The term "Emergency Services" means those services rendered in an emergency. EMPLOYEE The term "Employee" means an individual who the Employer employs as an active, full-time employee; who resides in the United States; and who the Employer pays on at least a 32-hour-per-week basis. Page 21 VCS PAGE SVV if - DEFINITIONS... CONTINUED EMPLOYER The term "Employer" shall mean Brazos County. EVIDENCE OF GOOD HEALTH The term "Evidence of Good Health" means a statement of an individual's present and past medical history that indicates if a person is acceptable for coverage under the Plan. umrm, FIDtolTIOim, nm]ES 'IGATIMM OR •I F SERVICES OR PFD The term "Experimental, Educational, Investigational or Research Services or Procedures" means any medical or surgical treatment or procedure, or any facility, drug, drug usage, equipment or supply that is determined by the Plan to be educational, experimental, investigational or doge for research will not be covered under Medical Coverage. This provision applies unless otherwise specifically stated elsewhere in this Plan. The Plan has final discretionary authority to determine whether a treatment, procedure, facility, drug, dreg usage, equipment or supply is educational, experimental, investigational or dome for research. The Plan may use consultant services, peer review or other sources to assist in making that determination. The Plan will not make medical or treatment decisions for the Covered Person. The right to make these decisions mains at all times with the Covered Person. The Plan's determination as to the educational, experimental, investigational or research nature of a service or procedure will not constitute a medical or treatment decision. In making these determinations, the Plan will oonsider whether a treatment, prooedure, facility, drug, drug usage, equipment or supply meets the following: It has been approved by the Food and Drug Add ni straticn ( "FDA" ) specifically for the particular indication or application in question. Its use or application has not been largely ocnfined to laboratory and/or animal research. It has been accepted by the majority of recognized medical professionals or appropriate government agencies as being proven and effective in clinical medicine. There is sufficient information in the peer-reviewed medical and scientific literature that is based upon credible, well defined, randomized and controlled data to enable the Plan to make conclusions about its safety and effectiveness. It is as safe and effective as existing diagnostic or therapeutic alternatives. It can be reasonably expected to provide safety and effectiveness. a net beneficial effect on health outcomes for the particular indication or application in question. Page 22 %JOL--7..PAGF, 59f a,.} •...i!! .d..t..wr• ~....LL'~.. Lam':+.«r.S~.~~....t.LSL:.'L-d - . 7.11~corrY.i+.1rf,L"vdL1.aG~+~J..'.~~.Y........ -.tiW~.w[~'...:;Yl6.~r c.fu.~....._. ito' 1. 11 I ~J • DEFINITIONS... CONTINUED E7CPENDED C= FACILITY The term "Extended Care Facility" means any one of the following: A facility owned and operated by a hospital or under written contract with a hospital. A distinct part of a hospital. A facility or distinct part of a facility that meets the requirements for approved operation under Medicare. All of the following must be true: The facility must be operated, including any necessary licensing, according to the laws of the state or locality in which it is located. be primarily engaged in providing care for persons reoovering from sickness or injury. be under the supervision of a doctor or staff of doctors on call at all times. provide all of the following: Room and board. Skilled 24-hour-a-day inpatient nursing services. A full-time R.N. or other nursing staff under the supervision of a doctor or R.N. on duty at least 8 hours per day. Adequate daily medical records for each patient, and Necessary and customary special services. Extended care facility is net an instituion that is mainly a clinic, rest home, home for the aged, or place for custodial care. HANDICAPPED CHILD The term "HarxUcapped Child" means a child who is incapable of self-support because of mental retardation or physical handicap. Such child must be dependent on the employee for support and live with the employee. HOME HEALTH CARE The term "Home Health Care" means the health care services for which benefits are provided under this Plan when rendered d rirxd a visit by a Home Health Agency to Covered Persons confined at home due to an illness or injury requiring skilled health care services on an intermittent, part-time basis. HOME HEALTH CARE AGE WY The term "Hama Health Agency" or "Free Standing Home Health Care Agency" means an agency or organization which is a legally operated facility that mainly provides skilled nursing services to patients in their homes, operates under the direction of a Doctor of Medicine or osteopathy, maintains clinical records, and qualifies as a Home Health Agency under Medicare (but not including any facility which mainly provides for care or treatment of Mental asorders). HOME HEALTH CARE AIDE The term "Home Health Care Aide" means a person who gives therapeutic care under the direct supervision of a Home Health Care Agency. • 1 Page M PAGF. Li y DEFINITIONS... CONTINUED HOSPICE . The term "Hospice" means a facility or health care program which is licensed or certified by the appropriate state agency in the state where the hospice is located, or accredited by the Joint Oommissial on the Accreditation of Hospitals. The hospice must provide a hospice came program to terminally ill individuals who have six months or less to live. HOSPICE CARE FACILITY The term "Hospice Care Facility" means a legally operated agency or facility, or special part of an agency or facility, which specializes in Hospice Programs, operates under the direction of a Doctor of Medicine or Osteopathy, and meets the standards of the National Hospice Organization or like standards. HOSPICE PROGRAM The term "Hospice Program" means a centrally administered, coordinated program of outpatient and/or inpatient services to ease sMYomm of terminally ill patients and provide support for those patients and their families. A team of health care professionals provides services which include, but are not limited to, nursing, therapy, and counseling. Nurses are on call 24 hours of every day. A Hospice Program does not offer curative treatment. A Hospice Program encourages home care, meets the standards of the National Hospice organization or like standards, and is provided by a Hospice. HOSPITAL The term "Hospital" means an institution licensed as a hospital in the state in which it is located, which meets the following conditions: Provides, for a fee from its patients, diagnostic, medical, surgical, psychiatric or rehabilitative services for the care and treatment of people who are injured or sick. Has a staff of one or more doctors available at all times. Has 24-hour-a-day services of R.N.Is or other nursing services reporting to the doctor in charge. Has inpatient facilities. Is accredited by one of the following: the Joint Commission on Accreditation of Healthcare Organizations (JCAHO). American Osteopathic Hospital Association (AOHA). American Osteopathic Association (AOA). Commission on Accreditation of Rehabilitation Facilities (CARF). For surgery benefits under the Plan, hospital includes freestanding outpatient surgical centers licensed by the state in which treatment is received. Hospital is not an institution that is mainly a rest hare, extended care facility, or home for the aged. TT,T S (ALSO SHOWN HEREIN AS SICKNESS) The term "Illness" means a physical sickness, physical disease, premature birth, birth abnormalities, congenital defect which impairs a needed bodily function, pregnancy, complication of pregnancy, mental disorder, or alcoholism, hearing or speech disorder. Page 24 1/11-~, i,~ My ~~~-.:mss,..- ~ _ _ , _ - ..m:.' _ _,-y~1- n~ ..n'•.` , 1 • L:►.~'s.3:..Lui.+.+._t+k DEFINITIONS... CONTINUED For the employee's natural child who has been covered for medical care under the Plan continuously from his or her moment of birth, illness also includes a congenital defect which does not inpair a needed bodily function. IMMU QIZATIC S The term "memo izatiois" means preventative medical treatment and services required by law or such services and medications administered by a doctor havirxg the degree Doctor of Medicine, or properly trained medical perscmel acting on the doctor's direct order and under the doctor's supervision. INJURY The term "Injury" means an accidental bodily injury. INPATIEKr The term "inpatient" means a person who is admitted to a hospital and incurs room and board charges. MAXIKJM The term "Maxiaaam" means the maxim= amount of benefits available under this Plan for each Covered Person. • MEDICAL COVERAGE The term "Medical Coverage" means any Basic arid/or Major Medical Coverage provided by the Plan. MEDICALLY It The term "Medically Necessary" means the services, care, treatment or supplies must be determined by the Plan to meet all of the following canditicns: be required for the diagnosis or treatment of the sickness or accidental injury. be commonly arid customarily recognized as appropriate throughout the doctor's profession. Appropriate means that the type, level, duraticn, and setting of the services, care, treatment or supplies are necessary to provide safe and adequate care and treatment. be provided according to generally accepted medical practice and professionally recognized standards. When applied to the care of an inpatient, it further means that the Covered Person's medical syaptoms or condition require that the services cannot safely be provided to the Covered Person as an outpatient. The fact that a doctor has prescribed, ordered, reoommer ded, or approved a service br supply does not in itself, make it medically necessary. The Plan has final discretionary authority to determine all questions of medical necessity. The Plan may use consultant services, peer review or other sources to assist in making that determination. The Plan will not make medical or treatment decisions for any Covered Person. The right to make these decisions remains at all times with the Covered Person. The Plan's detenninati.on of medical necessity will not constitute a medical or treatment decision. Page 25 • Vq4Z _ PAGE s~.e I t' 't r' DEFINITIONS... CONTINUED MEDICARE The tear "Medicare" means the insLwance program established by Title XVIII, United States Social Security Act, as first enacted by the Social Security Amendments of 1965 or as later amended. MENTAL DL90RDFIt The tern "Mental Disorder" means a clinically significant behavioral or psychological syndre a or pattern that occurs in a person and is associated with present dish (a painful symptom) or disability (impairment in one or more important areas of fwicticning) or with significantly increased risk of suffering death, pain, disability, or an important lass of freedom. i The Plan uses standard classificaticn manuals such as the Diagnostic and Statistical Manual of Mental Disorders and Inte:nx-ticnal Qassification of Diseases to determine whether a conditicn should be considered a mental disorder. Determination of a mental disorder is made regardless of its original cause. MILITARY SERVICE The term "Military Service" means service in any army, navy, air force, marines, coast guard, or any branch of the military.. NONWDMCD G DAY The tern "Nonworking Day" means a day on which the employee is not regularly scheduled to worst, including scheduled time off for the following: Vacations. Personal holidays. Weekends and holidays. Approved leave of absence far non-medical reasons. Nocaaorking day does not include scheduled time off for the following: Medical leave of absence. Temporary layoff. The Enployer suspending its operations, in total or part. Strike. MC NTH The term "Month" means a period starting at 12:01 a.m. on any day in a given calendar month. If that next calendar month does not have a same-mrbared day, the month will end at 11:59 p.m. of the last day of that calendar month. (Examples: 12:01 a.m. of May 14 up to 12:01 a.m. of June 14; 12:01 a.m. of May 31 through 11:59 p.m, of June 30.) Calendar month is any one of the twelve months of the calendar. NAMED FID CIARY The term "Named Fiduciary" means the person who has the auutharity to control and manage the operation and administration of the Plan. The Named Fiduciary for the Plan is the Erployex. Page 26 t, Vq PAGE.,T a - _.n,. . ~s- :JC+:~c.:r,dlian.t. ` • :r t,`_~z•_ n .,M ^.~e.:,..a• a_a.~s./.r~ :•.,..rl , a. ~1 • L • DEFINITIONS... CONTINUED NON-OCCUPATICML II.It~SS AMID INJURY A. The term "Non-Occupational Illness" means an illness which does not arise, and which is not caused or contributed to by, or as consequence of, any illness which arises, out of or in the course of any employment or occupation for carpensation or profit; however, if evidence satisfactory to the Plan is furnished that the individual concerned is covered as an Employee under any workmen's carpensation law, oaupaticnal disease law, or any other legislation of similar purpose, or under the maritime doctrine of maintenance, wages, and cure, but that the Illness involved is one not covered under the applicable laws or doctrine, then such Illness shall, for the purposes of this Plan, be regarded as a "Non-Occupational. Illness". B. The term "Non-Oocupational Injury" means an accidental bodily injury which does not arise, and which is not caused or contributed to by, or as a consequence of, any injury which arises cut of or in the course of any employment or occmpation for compensation or profit. NURSE The term "Nurse" means a Registered Graduate Nurse (R.N.), a Licensed Practical Nurse (L.P.N.), or a Licensed Vocational Nurse (L.V.N.). OCCUPATIONAL THERAPY The term "Occupational Therapy" means the therapy, treatment or equipment which provides or assists in the remediation, restoration and/or compensation for bodily functions lost through illness or injury. OTHER MEDICAL SERVICES AND SUPPLIES The term "Other Medical Services and Supplies" means medical, surgical and other necessary services and supplies which are furnished to the Covered Person by a hospital or other covered facility and which are required for treatment. Also included are the professional services of doctors, nurses, and special nursing services (including intensive nursing care by whatever name called), regardless of whether or not such services are rendered under the direction of the hospital or other covered facility. OUTPATIENT The term "Outpatient" mans a patient who receives diagnosis or treatment at a facility, but does rot in= roan and board charges. PARTIAL CONFINEMENT The term "Partial Confinement" is a program that is less than 24-hours of active treatment in a facility lieermed or certified by the state in which treatment is received to provide one or more of the following: Alcoholism treatment. Chemical dependency treatment. Psychiatric service. Treatment of mental disorders. It may include, day, early evening, evening, night care, or a oonbination of these four. Page 27 • • VOL-7- PAGE - . r , S I r • ter. DEFINITIONS... CONTINUED PERIOD OF HOSPITAL CONE32 2404T The term "Period of Hospital Confinement" means all hospital confinements for the same or related sickness or accidental injury. Unless otherwise stated in the Plan, a new period begins for an employee when he returns to active work for at least one day on a continuing full-time basis. for a covered dependent when the periods are separated by at least three (3) months. when a Covered Person is confined for a new sickness or accidental injury. PALLIATIVE CARE The tern "Palliative Care" means a course of treatment directed toward lessening or controlling pain, and is not intended to cure a person's terminal illness. PATIENT The term "Patient" means the Covered Person for whom treatment is being rendered. PERIOD The term "Period" means the length of time beginning on the date a contribution for coverage is due and ending on the day prior to the date the next contribution for coverage is due. PHYSICAL 7HERAPY The term "Physical Therapy" means the evaluation of physical functioning and the treatment indicated by this evaluation. To qualify as, physical therapy, treatment must meet all of the following criteria: the potential for restoring function must exist; it must be necessary for treatment of illness, injury or postoperative condition; it must be ordered by a doctor; and it must be provided or directly supervised by a physician or physical therapist. PHYSICAL MEDIC The term "Physical Medicine" means diagnosis, treatment, and prevention of disease with the aid of physical agents such as light, heat, cold, water, pressure, and electricity, or with mechanical apparatus. This definition includes services classified by the CPT-4 as physical medicine. PLAN The term "Plan"or "Plan Document" means the governing document outlining the provisions of the Brazos County's group benefit plan, which are contained in this document. PLAN SUPERVISOR The term "Plan Supervisor" means the firm providing administrative and consulting services to the Ertployer in connection with the operation of the Plan and performing such other functions, including processing and payment of clam, as may be delegated to it. The Plan Supervisor is Employee Benefit Services, A Division of R. E. Harrington, Inc. Page 28 •0 r • DEFINITIONS... CONTINUED PLAN YEAR The term "Plan Year" means the period cannencing November 1, 1995 and ending October 31, 1996 and each subsequent twelve month period thereafter. PRE-AMUMICN C E MICATION The term "Pre-r tGs+on Certification" means an evaluation which the Covered Person receives through the Plan prior to a hospital admission which certifies the Covered Person's proposed hospital admission and length of stay as medically necessary. PRE-EXISTING CCMITICN The term "Pre-Existing Condition" means any sickrxms or accidental injury for which a Covered Person received any medical treatment or advice, or took any medication before beocming covered under the Plan. PREFERRED PROVIDER The term "Preferred Provider" means a doctor, nurse, hospital, ambulatory surgical or medical oenter, home health care agency or any other health care provider who is participating in the preferred provider arrangement under the Plan. PRAY The term -pregnancy" includes pregnancy, childbirth (other than non-elective caesarean section), miscarriage, aborticn (as indicated in the Plan), a complication of pregnancy or a condition associated with the management of a difficult pregnancy. • PRIVATE DUTY NURSIW The term "Private Duty Nursing" means medically necessary services, requiring the skills and knowledge of a Registered Nurse (R.N.) or Licensed Practical Nurse (L.P.N.) or Licensed Vocational Nurse (L.V.N.) which must be: provided on a standard shift basis (eight hours of came per shift); ordered in writing with medical justification by an attending Physician; other than for the convenience of the patient; and services not mainly for custodial care or personal care. PROS HMC APPLIANCES The term "Prosthetic Appliances" means artificial devices which replaoe all or part of an absent body organ or contiguous tissue, or replace all or part of the function of a permanently inoperative or malfunctioning body organ. PSYCHIATRIC SERVICES The term "Psychiatric Services" mean those services relating to or employed in psychiatry which are used for the diagnosis and treatment of mental disorders. This includes psychiatric services such as diagnostic, evaluative or therapeutic procedures, drug management, eiectrooocn4ulsive therapy, and other psychiatric therapy and procedures. • Page 29' vo .Pm e 5 7 t ~w DEFINITIONS... CONTINUED QUALIFIED MEDICAL CHUM SUPPORT CSR The term "Qualified medical child support Order" means any court judgment, decree, or order which gives the employee's child the right to be enrolled under the Plan. REASONABLE AND CMIX)MARY CHARGE The term "Reasonable and Customary Charge" shall mean the usual charge made by a doctor or supplier of services, medicines, or supplies and shall not exceed the general level of charges made by others rendering or furnishing such services, medicines or supplies within the area in which the charge is incurred for siclaiesses or injuries coaparable in severity and nature to the illness or injury being treated. The term "area" as it would apply to any particular service, medicine, or supply means a parish, county or such greater area as is necessary to obtain a representative cross section of level of charges. In making a determination of a reasonable and customary charge, the Plan shall consider unusual circumstances or medical oomplications requiring additional time, skill, experience and facilities in connection with a particular service, which are specifically brought to the Plan's attention. RETIRED EMPLOIYEE The term "Retired Employee" as used herein will be the same as the Employer uses in the County's practice and procedure. ROUTINE NURSERY CARE The term "Routine Nursery Care" means routine care of a newborn provided by a hospital nursery. SERI-PRIVATE ACCOMMODATIONS The term "Semi-Private Ao=mudaticns" means at least a two-bed room accommodation. acrrJM NU RSM SERVICES The term "Skilled Nursing Services" means the professional services that may be rendered by a Registered Professional Norse or by a Licensed Practical Nurse under the direction of a Registered Professional Nurse. SOCIAL WORKER The term "Social Worker" means a social worker who is licensed or certified under the laws of the jurisdiction in which such person menders services to a Covered Person. SPEECH MMWIST The term "Speech Therapist" means someone who: A. Has a master's degree in speech pathology; I B. Has completed an internship; and C. Is licensed by the state in which he or she performs his or her services, if that state requires licensing. SURGERY The term "Surgery" means the branch of medicine which treats diseases, injuries, and deformities by cutting or instrument operations. Page 30 VOL-2 -PAGE -S-74L 0 I l 1 i • • DEFINITIONS.-CONTINUED The term "Symptoms" means any change in as individual's condition indicative of some bodily or mental state (e.g. pain, shortness of breath, abnormal bleeding, or changes in body function) that would prompt the average individual to seek medical attention. TIIa'ORdMMIB[II.AR JOINT (T.M.J.) DISORDER The tern "Temposnmandibular Joint Disorder" means the symptoms associated with, or exhibited as a malfunction of the tagxn anandibular joint. These are frequently caused by, but not exclusive to improper or incorrect space between the maxilla and mandible; improper dental occlusion; and muscular spasm in the T.M.J. area. TOTALLY DI•SU-ED The term "Totally Disabled" means the employee is unable to do the essential duties of his oocupation, because of sickness or accidental injury. An employee is not totally disabled if he is at work for pay or profit with any employer- A dependent is totally disabled when he or she is unable to engage in the normal activities of a person in good health of the same age and sex. A Covered Person (Employee or Dependent) will be considered to be totally disabled while confined at home or in any institution. URGENT AEMISSION The term "Urgent Admission" means a nonemergency admission that is neither life threatening or elective but requires immediate attention. WAR The term "War" means any armed conflict, whether declared as war or not, involving a comtry. VISIT The term "Visit" means a visit, session, appointment, home or office call, or other designated period during which the patient consults with or receives treatment, care, or other services from a doctor or other health care provider. WELL-BABY CARE The term "Weil-Baby Care" means medical care customarily furnished a child who is neither injured nor sick. * **************IIm OF ARTICLE****************************** • Page 31 i c +I . a' r' s ARTICLE III ELIGIBILITY AND TERMINATION CO-PAY AND DEDUCTIBLE PLANS EMPIAIM DEFII=CH A person eligible for coverage under this Plan is an individual who the Employer employs as an active, full-time employee; who resides in the United States; and who the Employer pays on at least a 32-hour-per-week basis. For the purpose of this Plan, independent oontracbors and other such person(s) are not oonsidered employees by the Employer. For Medical and Dental Coverage, a retired employee, as defined below, will be deemed an employee, unless stated to the contrary in any other section of this Plan. The definition of a retired employee will be the same as the Employer uses in the County's practice and prose. EMPIOYEE - ELIGIBn= DATE 1. Each employee whose employment commenced on or before the effective date of the change in reinsurance carriers, and who was covered under the Employer's self-fu xbd plan on the day immediately preceding the effective date of the change in reinsurance carriers shall become eligible for coverage on the effective date of the change. 2. (i) Each employee whose employment commenced on or before November 1, 1995 and who was not covered under the Employer's self-funded plan in effect on the day immediately preceding the effective date of the change in reinsurance carriers because the employee had not met the eligibility requirement shall become eligible for coverage on the 31st day following the hire date. (ii) Each employee whose employment commenced on or after November 1, 1995 shall become eligible for coverage on the first of the month coinciding with or following the employee's oompleticn of 30 days of continuous service (waiting period). EXCEFTICN: Elected officials are eligible on the first day in elective office. EMPLOYEE - ~RRISjTPICri BASIS 1. Employee coverage for active employees is Non-Contributory. 2. Employee coverage for retired employees is Contributory. EMPLOYEE - EFFE.= DATE A. Non-Contributory Coverage Coverage for which the employee contributes no part of the cost will become effective on the date the employee becomes eligible for coverage as shown above, provided the employee is actively at work. Page 32' VOL-2--PAGE 5746' . II I~ ELIGIBII,l'iY AMID TERmna iUN...caRrnUM EMPLOYEE ACTIVELY AT WORK I DQUIREM NT A. The effective date of coverage for an employee who is not actively at work (unless work related) on his initial eligibility date will be deferred until the date he returns to active work as defined by the Plan. EXCEPTION: The employee's coverage starts on a rnrxcrkirg day if the employee was actively at work on the employee's last scheduled working day before the notworking day. EMPLOYEE - TERCUAPTION DATE The coverage of any employee with respect to himself shall automatically cease at the earliest time indicated below: A. On the date the employee is no longer actively at work for the Employer. However, coverage may continue until the earlier of the date coverage would otherwise cease, as stated in this section, "Employee - Termination Date", or the date the employee returns to active work, but not beyond the following limits: 1. If the employee is absent from work because of: non-medical leave of absence temporary layoff. • • the Employer may continue the employee's coverage to the end of the twelfth (12) Plan month after the Plan month the employee stops active work. 2. If the employee is absent frrm work because of sickness or accidental injury and the employeelis not totally disabled, the Employer may continue the employee's coverage up to the earlier of the following dates: (i) One year from the date the employee stops active work. (ii) The date the employee starts work for pay or profit with any other employer. 3. If the employee is absent from work because he is totally disabled, the Plan will extend the employee's coverage. The Plan extends the employee's coverage for covered expenses incurred if: (i) they are related to the sickness or injury causing the employee to be totally disabled, (ii) The employee is totally disabled on the date his coverage would otherwise stop, and i (iii) he is seeing a doctor for treatment of the sickness or injury causing the employee to be totally disabled. The employee does not have to pay'oontributions while the coverage is extended. PAM; i ' r i I I,. a ELIGIBIXXr ► AND TERUKM N...CDRZ WW The employee or someone on his behalf must give the Plan proof that he is totally disabled when the Plan asks. Each time the Plan asks for proof that he is totally disabled, the Plan may require the employee to have a doctor's exam. The Plan will specify the doctor. This extension of coverage because of total disability stops on the earlier of the following dates: (i) The date the employee is no longer disabled. (ii) Three months after this extension starts. The extension period starts on the day the employee's omtinuaticn of coverage as shown in 2 above would have stopped. NOTE: (1) The following shall apply to Employers who are subject to the Family Medical Leave Acct of 1993 (FMLA).' (a) If the employee qualifies under the Act to take a Family Medical leave, the 12-week entitlement under the FMLA will apply against the total continuation period shown in 1, 2, and/or 3 above, whichever is applicable: and (b) This Plan will comply with the continuation and reinstatement provision of the said Act. (2) The continuation of coverage provisions as stated above are in addition to COBRA. B. The date the employee ceases to meet the plan's definition of an employee eligible for coverage. C. The date the employee retires. Emoeption: Coverage does not stop for employees who retire on pension under a plan controlled and administered by the Employer. D. The date the Plan terminates. F. The date the employee enters the military, naval or air force of any country or international organization on a full-time active duty basis for other than scheduled drills or other training not exceeding one month in any calendar year. G. The date the employee dies. Coverage for a specific benefit will cease on the date the benefit is no longer provided under this Plan. i e. Page 34 ' VO PA®E590 i I • • • ELIGIBILITY AMID TERmaTioN...caRINUEa RE-HIM EMPIAYEES An employee who is subsequently re-hired within six months and whose coverage ceased will not be subject to the waiting period. All other Plan provisions shall apply. Credit towards the pre-existing condition limitation will be given for the time the Covered Person was covered under the Plan prior to the rehire date. An employee who is subsequently re-hired and whose coverage does not cease due to coverage being extended under the Provisions of the Plan, such as, extension of benefits, OOBM, etc., shall continue benefits under the Plan as if employment had not terminated. DEPE NDENr - ELIGIBILM DATE Each eligible dependent of an employee shall become eligible for dependent coverage on the later of: 1. the date the employee becomes eligible for employee coverage; or 2. the date the employee first acquires an eligible dependent as defined by the Plan. r 3. A dependent child who is ordered by the court to be covered under the Plan will be eligible for coverage when required by such Qualified Medical Child Support Order (QMCSO), to comply with the provisions of the Omnibus Budget Reconciliation Act of 1993 (OBRA '93). This Plan will automatically be amended to include any change or interpretation to such law. Coverage as a result of a QMCSO will end once the order is no longer in effect or if alternative comparable coverage is provided to the child without interrupticn. Persons eligible for coverage under this Plan as a dependent shall include only dependents as specified in the Definitions section of the Plan and who are not disabled on their initial eligibility date. If both the husband and wife are covered by the Plan as covered employees, only one spouse will be eligible to cover any eligible dependent chilcbim they might have. If the spouse carrying the dependents' coverage stops being covered as an employee under this Plan, the other spouse may became covered for dependents' coverage by applying within 31 days. No dependent shall be covered as both an employee and dependent, and no person may be covered as a dependent of more than one employee. Dependents' coverage cannot become effective prior to the employee's effective date of coverage. k Zb became covered, all of the following conditions must be met: Page 35 i ELIGIBILITY AND TERMINATION... CONTINUED The employee must . be covered for employee's coverage, apply for dependents' coverage. If the Dependent Classification changes, the employee must notify the Employer within 31 days of the date the change occurs. Ntri'E: Dependant coverage is based on the following Dependent Classifications: Employee and Spouse Employee and Child(ren) Employee and Family QontrihutiCns differ for each of the above classification. for medical Coverage, give the Employer proof of good health for his eligible dependents, if dependent coverage is requested more than 31 days after the dependents become eligible, however, the following EXCEMON shall apply. EKCEPrION: An employee's spouse may become covered for Medical Coverage without giving the Employer proof of good health if the employee's spouse: was covered for health care benefits provided by his or her employer, stops active work with his Cr her employer, AMID provides the Plan with proof of prior coverage what he or she applies for dependents' Coverage. Any dependents covered under the spouse's prior coverage may also became covered for Medical Coverage without giving the Plan proof of good health, if they provide proof of prior coverage when they apply for dependents' coverage. Proof of good health is not required if the employee's spouse and all eligible dents apply for dependents' coverage within 31 days following the date the spouse's prior coverage ceases. DEPE DEFNP - CA~TiRZBIJIZC3N BASIS Dependent coverage for dependents of active employees is Contributory. DEPEND NP - EFFE TIVE DATE A. Non- 0ontribubory Coverage Coverage for which the employee contributes no part of the cost will become effective on the date the dependent becanes eligible. Page 36 , VOL PAGE-:2a.. • • If an employee acquires a new dependent while covered for dependents' coverage, that dependent becomes covered automatically unless confined in a hospital and/or the addition of the dependent results in a Dependent Classification change as shown above. Refer to the section, "Dependent Non-Disabled Requirement". EKCEPTION: The hospital confinement limitation does not apply to a newborn child. DEPENDENT NON-DLSNMM REQUIREMENT The effective date of coverage for a dependent who is totally disabled on the date coverage should begin shall be deferred until the date the dependent is able to perform the normal activities of a healthy person of like age and sex. A new dependent who is hospital confined is covered on the date of his final discharge from the hospital, provided he is not considered totally disabled by the Plan. •I 2. the date of final discharge from the hospital for any dependent who is confined in a hospital on the date dependents' coverage should start. This does not apply to a newborn child. 3. for Medical Coverage the later of the date application is i approved or the date the first payroll deduction is made if Evidence of Good Health is required. 4. the date of the request to add the dependent, however, if the f addition of the dependent would have resulted in an increase in contributions made by the employee, coverage will not beanie p . effective for such dependent unless written application is f received by the Plan within 31 days following the date the dependent becomes eligible. A newborn dependent is covered for the first 31 days following the date of birth whether or not the employee applies for dependent coverage. To continue coverage ` beyond the 31 day period, the employee must apply within the first 31 days following the date of birth. 5. for Dental Coverage 12 months following the date application is made for dependents' coverage for Types I, II, and III dental expenses if application is made more than 31 days after the dependent becomes eligible. ELIGIBILITY AND TERMINATION... CONTINUED B. Contributory Coverage Coverage for which the employee makes a contribution for dependent coverage will become effective on the latest of the following dates: 1. the date the employee becomes eligible for dependents' coverage as shorn above, or if later, the date the first payroll deduction is made.~ a Page 37 PAGE ELIGIBILITY AND TERMINATION... CONTINUED DEPENDENT - TERmna ION DATE Except as otherwise provided in this Section, dependent coverage may remain in force during any period that employee coverage is continued, provided the required oontributicn is made. The coverage of any covered dependent shall automatically cease at the earliest time indicated below: A. The date of disoa~tina~anoe of all dependents coverage under the Plan. B. The date the Plan terminates. C. The end of the period for which an employee makes the last contribution for debts' coverage, if an employee fails to make a required contribution when due. D. The date the covered employee's coverage terminates. EXCEPTION: When an employee's coverage stops because the employee receives the maxinm,an benefits to which he is entitled under the Plan, dependents' coverage will ~continue until coverage should otherwise cease as stayed in tt" section, "Dependent - erminaticn Date-. E. The date the covered dependent no longer meets the Plan's definition of an eligible dependent. F. The date when such covered dependent enters the military, naval, or air force of any country or international organization on a full-time active duty basis for other than scheduled drills or other training not exceeding one month in any calendar year. Coverage for a specific benefit will cease on the date the benefit is nc longer provided under this Plan. DCATION OF DEPENDENTS' COVERAGE FUR A EANDICUM CH= When an employee's handicapped dependent child reaches the maxim= age for dependents' coverage as specified in the Plan's definition of dependent, the handicapped child may oontixwe coverage. The employee must give the Plan proof that the child became handicapped before reaching the maxiimun age for dependents' coverage. Proof must be given within 31 days after the date the child reaches the maximum age for ocverage. During the two (2) years after the child reaches the maximum age, the Plan may ask for regular proof of the child's handicap. A doctor's exam may be required as part of the proof. After the two (2) year period, the Plan cannot ask for proof, including doctor's exams, more often than once a year. Before granting a continuation of dependent's coverage, the plan may require that a doctor examine the child. The Plan may specify the doctor. Page 38 i 1 VO PAGE L • • • ELIGIBILITY AND TERMINATION... CONTINUED This continuation stops on the earliest of the following dates: The date the child is no longer handicapped according to the Plan. The date the employee does not give the Plan proof of the child's handicap when asked. The date the dependents' coverage stops because of another Plan provision. When the coverage under this continuation ceases, then the covered dependent child may continue coverage as outlined in the Article "Continuation of (overage". EVIDENCE OF GOOD HEALTH RDS UNLESS OnETWISE STATED IN THE PLAN, Evidence of Good Health is required for employee and/or dependent coverage, if the employee makes a contribution for that coverage and if: 1. coverage is requested after 31 days from the date the individual becomes eligible. 2. an individual has failed to provide required proof of good health or has been refused coverage under this Plan at any prior time and subsec;uently reapplies. 3. a previously covered individual elects to mate his or her coverage and later requests coverage again. m 4. an individual's coverage ends due to failure to make any required contribution and if coverage is requested again. The type and foam of required Evidence of Good Health will be determined by the Plan. The Plan will pay no cost associated with the application. Acceptance or rejection of such application will be made by the Plan at its discretion based on the Evidence of Good Health submitted. Coverage made effective under the Evidence of Good Health provisions will be subject to the Pre-existing Conditions and Limitations and Exclusions Articles of the Plan. SPiXTAL PROVISION FUR RESERVISTS CALLED M ACTIVE MII.1'PARY DUTY Reservists Elmo are covered under the Plan and who are called to active { military dul.y will again beoome eligible far coverage according to the ` following: A. Employees on the day they return to active full-time work. B. Dependents on the date they again meet the definition of an eligible dependent. Evidence of Good Health and the Pre-existing Condition Limitation will be waived for reservists who meet the above coalitions. However, any pre-existing condition limitation existing prior to military leave will apply upon the employee's return to active full time worts and the dependents return as an eligible dependent. Credit toward satisfaction R of the Pre-existing Condition Limitation period will be given for the d number of months the individual had been covered by the Plan prior to active military duty. f . Page 39 vo Z_PAGFE.' ELIGIBILITY AND TERMINATION... CONTINUED OPEN ExcEpi'ION: If contributions are increased, an opera ermlln-ent may be oaxbcted in October. An opera enrollment was conducted during October, 1995. Coverage became effective on: 1. November 1, 1995 for those dependents who were not subject to the Evidence of Good Health requirements. 2. The later of the date application was approved or the first payroll deduction date for those dependents who were subject to the Evidence of Good Health requirements. Note: Evidence of Good Health is waived for depeixients who are added due to a Qualified Medical Child Support Order (Q CSO), or provided they show proof of other coverage and meet the application requirements as shown under the section, "Dependent Eligibility Date, EXMMCN, in this Plan. B. EIPLO= TRANSFERRING FROM CD-PAY PLAN Ta DEDUCTIBLE PLAN This Plan consists of two separate benefit plans Co-Pay Plan and Deductible Plan. Employees may transfer from the Co-Pay Plan to the Deductible Plan or visa versa during the open enrollment conducted during the month of Deomber each year. Coverage is to became effective on the later of: (1) January 1, if Evidence of Good Health is not required, or (2) on the later of the date application is approved or the first payroll deduction date, if Evidence of Good Health is required. The Employee and all covered dependents must be covered under the same benefit plan. Evidence of Good Health is not required for aryl Covered Person transferring coverage from one of the two Plans designated within this document to the other. ****************************E[m OF ARTICLE*******,*********** Page 40 VoL PAGE F t i A. EMPLOYEES WHO PARTICIPATE IN THE PREMIUM ONLY CAFETERIA PLAN To coincide with the Premium Only Cafeteria Plan, an open enrollment will be conducted dung the month of Deoember each year for coverage to beanie effective on the later of: (1) January 1, if Evidence of Good Health is not required, or (2) on the later of the date application is approved or the first payroll deduction date, if Evidence of Good Health is required. • 1 rI u ARTICLE IV CONTINUATION OF COVERAGE CO-PAY AND DEDUCTIBLE PLANS Covered employees and covered dependents whose coverage under the Plan would otherwise cease due to certain Qualifying Events, as stated below, may elect to continue coverage in accordance with federal law. QfiAI.IFMM EVENTS Termination of Employment or Reduction of Hass: A covered employee or covered dependent may elect to continue coverage under the Plan for up to 18 months, provided election is made within 60 days of the date coverage would otherwise terminate due to: 1. termination of the covered employee's employment for any reason other than gross misconduct; or 2. reduction of the covered employee's number of tours of employment. Coverage may also be elected within 60 days of the date the notice of the right of continuation has been received by the persons eligible for continuation, if later than the events stated in (1) or (2) above. In general, each qualified beneficiary can elect coverage; however, a positive election by an employee is effective for the employee's spouse and children, and one by a spouse (or an ex-spouse) is effective for all dependents. Thus, a spouse can elect coverage for dependent children but the children can make their own elections if parents decline coverage. Such 18 month period shall be mMended to 29 months from the date of the qualifying event for the covered person (employee or dependent) who, as of that date, is determined to be disabled under Title II or XVI of the Social Security Act. Notice to the Employer of such disability must be provided: (i) within 60 days after the date of the determination; and (ii) an or before the end of the first 18 months of continuation. Loss of Dependent Eligibility: A covered dependent may elect to continue coverage under the Plan for up to 36 months if coverage would otherwise terminate due to: 1. the death of the covered employee; 2. the divorce or legal separation from the covered employee; 3. the covered employee becoming entitled to benefits under either or both Parts of Medicare; or 4. the covered dependent child's ceasing to be an eligible dependent. Page 41 • :l CONTINUATION OF COVERAGE... CONTINUED In the case of more than one qualifying event, the maximum period of continuation will be 36 months from the date of the first qualifying event, except in the case of bankruptcy. Banm}anuptcy: Retired employees (if Retiree coverage is applicable under this plan) of the Employer have a right to ahcose continuation of coverage if coverage is lost because of a proceeding in a case under Title 11 of the United States Code with respect to the Employer, but only if the case was commenced on or after July 1, 1986. In such case, coverage will continue until the death of the covered employee or other qualified beneficiary, and if the covered employee dies, coverage continues for the surviving spouse or dependent child of the covered employee for 36 months after the covered employee's death. TERNI?*MON: A covered employee or dependent's continued coverage under the Plan will terminate on the earliest of the following dates: 1. the date the Plan terminates; 2. the date ending the period for which the required contribution is not paid when due; 3. the date the covered employee or dependent beoomes entitled to Medicare; 4. the date the covered employee or dependent becomes covered under any other group health plan. However, if the other group health plan includes a pre-existing condition limitation applicable to the covered person, continued coverage will not end until that limitation has been satisfied; or 5. the end of the applicable 18, 29 or 36 month period. However, with respect to a covered person who oontimm coverage beyond 18 months due to Social Security Disability, coverage will in no event be continued beyond the date the individual is no longer considered disabled under the Social Security Act. CONVERSION: If a covered person's medical coverage terminates due to engriration of the maxim= period of continuation being reached, and if the Plan offers a conversion option to convert to an individual policy (which is not associated with this Putt or a duplication of this Plan's benefits), notice of the option to convert must be provided to the individual on continuation during the 180 days prior to the end of the continuation period. ATION REGUIFOMM: The Employer must notify the COBRA Supervisor within 30 days of the date of a Qualifying Event. It is the responsibility of the covered employee or dependent to notify the Employer within 60 days of a Qualifying Event (other than if due to Termination of Epployment or employee no longer meeting the definition of an employee as defined by the Plan). Within 14 days of receiving notice from a covered employee, Qualified Beneficiary, or Employer of a Qualifying Event, the COBRA Supervisor must notify any Qualified Beneficiary of his or her continuation coverage rights. Application for continued coverage must be made in Page 42 . VC)L „ r . • •I CONTINUATION OF COVERAGE... CONTINUED writing to the COBRA Supervisor within 60 days of receipt of notification, and payment must be made within 45 days of the date the continuation option is exercised for coverage to became retroactive to the date coverage would have otherwise terminated. COST: 1. Any qualified beneficiary (employee and/or dependent) who elects to continue his/her coverage under the COBRA provision for 18 or 36 months will be required to pay 100$ of the cost of his/her coverage plus 2% as permitted by law. 2. Any qualified disabled beneficiary (employee and/or dependent) who extends COBRA coverage to 29 months will be required to pay 100% of the cost of his/her coverage plus 50%- as permitted by law for the 19th through 29th month. II~II2PRETATION: This Article reflects the latest interpretations of the federal law; however, if the federal law or interpretation should change, this Plan will automatically be amended to reflect any such change under the legislation. ****,t *,~rk * *******END OF ARTICLE**""" Page 43 : • L ! v PAGE -1f. - Z-P-%--6-1-~ I r i r I S i f t y~ ARTICLE V PRESCRIPTION DRUG BENEFIT CO-PAY AND DEDUCTIBLE PLAN DEF 1UTIODS ASSOCIATED WTIIi FRESCRIP'i'ZON DRUGS • --O~.PAYI~NP , s• The term Copayment means the amo~mt paid by the Covered Person for each Prescription Order dispensed or refilled at a Participating Pharmacy as shown in the Schedule of Benefits. j. --GENERIC EFUG The term Generic Drug means a drug which costs less than a brand name drug but is name spharmaceutically and therapeutically equivalent to II the brand NONPARTIC PATING PHARMACY j The term Nonparticipating Pharmacy means a pharmacy which has not entered into an agreement with the Prescription card vendor to provide prescription drug benefits to Covered Persons covered under the Prescription Cared benefit. --PAR'1ZCIPATING Pg C,Y The term Participating Pharmacy means a pharmacy which has elected to enter into a contract with the veixor selected by the EDtployer to process prescription drug charges. fi --PF~LY 'r The term Pharmacy means a licensed where prescription i drags are dispersed by a pharmacist. PRESCI2IPXJL LEGEND DRUGS I The term Prescription Legend Drugs means dugs, biologicals, or 0011 )O u ded prescriptions which are required by law to have a label stating "Caution--Federal Law Prohibits Dispensing Without a Prescription." ° --PRESQ2IR'I'ION ORDER The term Prescription Order meats a written or verbal order from a physician to a pharmacist for a drug or device to be dispensed. BEt~E~ZTS PAYABLE Payment will be made for (1) the amount of the prescription charges for Prescription drugs dispensed by a Participating Pharmacy or home delivery by mail service pharmacy; or (2) the amount of the + reasonable charge for prescription drugs dispensed by a t Nonparticipating Pharmacy. The prescription drug copaycnent is shown r in the Schedule of Benefits. A charge for a covered Prescription Drag will be deemed incurred on the date of purchase. s The prescription drag oo-payment will continue to apply even though ' + the out-of-pocket limit is met. In no event will the prescription j drug copayment be considered as an expense incurred for the purpose i of any other part of the Plan, except for the "C)Oordination of f, Benefits" section. Page 44 , VO PAGE i E • - - +.+r.r+i.L.!...`1:..crl..~..a+•i lOa...uL-a..i.:.L~.Y..i.:. ~.c..l~ :.5..._ ..u . - - i • • r' PRESCRIPTION DRUG BENEFIT... CONTINUED No payment will be made under any other section for expenses incurred to the extent that benefits are payable for those expenses under this section. DISPENSING Ln4rT Not more than a 30 day supply when dispensed in any one prescription order. If ordered by mail, benefit payments will be restricted to the greater of a 90 day supply or less if desired. GENERIC DRUG INCENTIVE When a Covered Person obtains a generic drug, then the oopayment for the generic drugs applies. If a Covered Person obtains a brand name drug when a generic equivalent drug could have been dispensed, then the oopayment is higher. It is calculated as the difference in cost between the brand drug ingredient cost and the generic drug ingredient cost, plus the brand name ocpayment. However, if the physician writes a prescription for a brazil name drug and includes the notation "DAW" (Dispense as Written) or "DNS" (Do Not Substitute), and the Cowered Person obtains the brand drug, then the Covered Person is charged the brand drug oopayment. COVERED DRUGS Federal Legend prescription drags Drugs requiring a px~escsiptior► under the applicable state law Insulin L main Syringes Diabetic Supplies Note: Cral contraoeptives may be purchased for a three month supply at the retail pharmacy. EXXXMED DRUGS Drags and medicines which can be obtained without a doctor's prescription. Ln=uzation agents, biological sera, blood or blood plasma. Drags labeled: "Caution-limited by federal law to investigational use". r ' Experimental drags. Drugs or medicines dispensed or administered to the Covered Person while in a: hospital. rest home. sanitarium. extended care facility. convalescent hospital. musing hone. doctor's office. any other institution which dispenses drugs or medicines. Page 45 1 , it va PAGE r s 1 ..~..~...~~_.~u. •(..i ..u .._..J..a~ ..W_L:~~.~...~.u .~1.u.~J~.+.l...~~..~..__r~l..~.a...~.. w.✓~.-_~~w~.. ~r...~..__.~~ PRESCRIPTION DRUG BENEFIT I~ E it ~r Any refill of a prescription which exceeds the number, of refills ordered by a doctor. Any refill dispersed more than one year after the date of the prescription. Prescription drugs which may be obtained without charge under local, state, or federal programs. Drugs p nvbased outside the U.S. which are not legal inside the U.S. Therapy devices or appliances for other than treatment of diabetes, including: hypodermic needles. syringes. support garments. other rm-madical substances. Treatment of nicotine addiction. Drugs or medicines for weight control. Growth hormones. Fertility drugs. Injectable drugs other than insulin. Charges for the administration or injection of any drug or medicine. Tretinoin, all dosage forms (e.g. Retin A), for individuals 26 years of age or older. Rogaine for the treatment of baldness. Progesterone, all dosage forms. YdUirbine (Yooon). Norplant. Contraceptive materials or devices. Any drug or medicine covered under any other part of this Plan. ***********************ETm OF ARTICLE******* I Page 46 VO - ' 'PAGE i I • I I I 1 i i .i ii ARTICLE VI • CO-PAY PLAN SECTIONS REFEREI = IN THIS ARTICLE MUME: SECTION A: T[M MEDICAL DEDUCTIBLE -PAY PLAN SECTION B: ELIGIBLE MMICAL EXPENSES CO-PAY PLAN SECTION C: LIMITATIONS & E=MIONS APPLICABLE TO THE MEDICAL BENEFITS--CO-PAY PLAN SECTION A: PRE-EXISTING CONDITIONS SECTION E: ELIGIBLE DENTAL EXPENSES SECTION F: LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL EXPENSES--00-PAY PLAN 11 n t i f~ . Page 47 • ^ .r. ors ~ .ti ARTICLE VI (SECTION A) CO-PAY PLAN THE MEDICAL DEDUCTIBLE 1 t 4 i I ' i nWrVIDUAL CALENDAR YEAR MEDICAL DEDUCTIBLE The Individual Calendar Year Medical Deductible, as shown in the Schedule of Benefits, applies to eligible uses per Cowered Person for each calendar year. Such Individual Calendar Year Medical Deductible must be satisfied before any benefits are payable under the Plan. The Individual Calendar Year Medical Deductible, however, may be waived for certain types of eligible expenses if specified in the Schedule of Benefits. CALENDAR YEAR DEDUCTIBLE CARRY EM&OM Any expenses which were incurred and applied against the Calendar Year Medical Deductible during the last three (3) months of that calendar year will be applied toward satisfaction of the Calendar Year Medical Deductible amount for the next following calendar year. rxxn4M FAMILY CALENDAR YEAR DFDUCrIB IE The amount used to meet the individual deductible for each member of an employee's family is also used towards meeting the family deductible. The deductible is considered met by an employee and all covered dependents for the rest of a benefit period if three (3) or more covered members of the employee's family meet the family deductible in that benefit period. The Family Calendar Year Deductible is shown in the Schedule of Benefits. If one covered member of the employee's family meets the individual Deductible, the Plan considers the deductible met for that covered member. COMMON ACCIDENT DE WrIBLE The Plan requires only one medical deductible amount be met if the covered employee and one or more of the covered dependents, or 2 or more of the covered employee's covered dependents, incur covered expenses from the same accident for the benefit period in which the accident occurs and also the next benefit period. This deductible applies only to those covered expenses incurred because of the accident. The deductible amount from each injured person used to meet this ooammon accident deductible is determined by the amount of their first claim filed for the accident. This amount is also used to meet each injured person's individual deductible for covered expenses incurred and unrelated to this accident. SPECIAL TRANSITION PROVISION Credit will be given for Covered Persons who have had expenses applied to this Plan's 1995 deductible. ********************END OF ARTICLE******~ Page 48 VOL--Z, • t ARTICLE VI (SECTION B) CO-PAY PLAN ELIGIBLE MEDICAL EXPENSES Eligible Medical Expenses are the reasonable and customary charges actually incurred while the person is covered under this Plan for the services and supplies listed below, which are (a) received upon the recommendation and approval of a physician, and (b) medically necessary for the treatment of a non-oocupatienal illness or injury, or otherwise specifically shown as a preventive service as indicated in the Schedule of Benefits. Eligible expenses are subject to the Limitations and Exclusions, and the Maximum Benefits of the Plan as shown in the Schedule of Benefits and include: Hospital daily room and board. Intensive care unit. Miscellaneous hospital services, other than roam and board, received on an outpatient basis due to surgery, or for any day that hospital roam and board benefits are payable. This includes the following: Administration of anesthetics by a doctor or registered nurse anesthetist (R.N.A.). Services of radiologists and pathologists who are under contract with the hospital to provide their services. Diagnostic tests made within two (2) weeks before a Covered Person is confined in the hospital. Charges made by a hospital, in its own behalf, for the use of the operating roam, delivery roam, treatment room, recovery roan, and emergency room. oxygen and other gases and their administration. AMBULANCE EXPENSES Ambulance transportion to and from the nearest hospital that can give necessary care and treatment; or by air ambulance (when medically necessary for a life threatening situation) to the nearest facility equipped to fw.nish such special treatment. ohartered air flights and travel or oemnunication expenses of patients, doctors or nurses, are excluded. MEDICAL SERVICES AND SUPPLIES EXPENSES Drugs and medicines for which a physician's *prescription is required. No benefits will be payable under this provision if payable under any other section of the Plan. Diagnostic x-ray and lab services. Radiation and chetmtherapy treatment. Anesthetics and oxygen. Diabetic supplies used for testing blood and urine specimens at home. ibis provision will not apply if payable under any other section of the Plan. Rental of durable medical equipment when required for treatment of an illness or injury when certified in writing to the Plan by the physician as to the medical necessity for the equipment and the anticipated length of time the equipment will be required for therapeutic use. Such equipment must be: • 1. Able to withstand repeated use; 2. Primarily and customarily used to serve a medical purpose; , d Page 49 S VOL-7~ PAGE t' ll~ tI ! I ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN... CONTINUED 3. Not generally useful to a person in the absenoe of illness or ~^1 injury; and 4. Suitable for use in the home. Examples of durable medical equipment include, but are not limited to, wheel chairs, hospital-type beds and breathing equipment. The Plan may either purchase, or rent such equipment up to the purchase prioe of the equipment rented. It does not include any changes made to the Covered Person's tome, auto, or iI personal property such as air conditioning or remodeling. Equipment that has been lost or damaged due to neglect or use not reowrended by the manufacturer will not be replaced. Periodic rec rtificaticns may be required by the Plan to determine its oontinued medical necessity. Charges for prosthetic appliances required for the alleviation or correction of a oonditian arising out of aocidental injury occurring or sickness ecm exving after the effective date of an individual's coverage. This includes, but is not limited to, the purchase of an initial i implanted lens, oontact lens, or corrective lens when being used to replace the natural lens removed as a result of injury, disease or cataract surgery, and the initial purchase of a r hearing aid if the loss of hearing is a result of a surgical procedure performed while ooverage under the Plan was in effect. The replacement of such appliances will not be =cored unless the j replacement is neoessary because of physiological du-Mes. Hearing aids, contact lenses and/or corrective lenses, for any ! purpose other than those stated, are excluded. Surgical Blood and plasma, blood derivatives and blood processing. Casts, splints, trusses, traces, crutches. k Norplant. Intravenous injections and solutions. DENTAL EXPENSES --hospital expenses if needed for dental treatment. ^ Doctor, surgeon, dentist, dental surgeon, or oral surgeon fees for surgery or dental services related to any of these: An accidental injury in which the jaw is broken or the E natural teeth are injured. This includes replacement of the injured natural teeth. The Covered Person must have treatment for the accidental injury within six (6) months of 1 the accident. I Other surgery treatment of the mouth or jaw but not the f teeth. The following dental expenses are riot covered. Treatment of cavities. Removal of a diseased or decayed tooth other than an impacted tooth. Any non-surgical treatment. ! Dental treatment or x-ra ! i ys, except as otherwise indicated. j r Orthodontic treatment or procedures. Any condition, treatment,. or expense paid under any dental benefit in a group dental plan sponsored by the Employer. Page 50 t~ I ~ FA I r 1` • • ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN... CONTINUED PHYSICIAN EXPENSES, mcwDING SURGERY EXPENSES Physician fees for medical care or treatment, and surgical operations. How does the Plan pay for multiple smgeries? If two (2) or more operations are done at one time through the same or different incisions, the Plan pays up to the maxinum benefit for the surgery with the highest reasonable and cusbomaxy charge plus 50$ of the reasonable and customary charge for the additional surgeries. No additional benefit is paid for incidental surgery doge at the same time and under the same anesthetic as another surgery. NURSE EXPENSES Services of a Registered Nurse (R.N.), Licensed Vocational Nurse (L.V.N.) or Licensed Practical Nurse (L.P.N.) when required for treatment of an illness or injury and when certified in writing to the Plan by the physician as to the medical necessity. HOME HEALTH CARE EXPENSES All of the following conditions must be met: Services are ordered and approved by a doctor in writing before services begin. The order is renewed in writing by a doctor every four (4) weeks or as requested by the Plan. Services are provided by a hospital, a health service agency which is operated, including necessary licenses, according to the laws of the state and/car the locality in which the services are performed. a registered nurse (R.N. a licensed practical nurse (L.P.N.), or licensed vocational nurse (L.V.N.), or a visiting nurses association. Which expenses are covered expenses? Charges made by a home health care agency, for the medically neoessary services and supplies furnished to a Covered Person in his home in accordance with a hone health care plan. Each covered visit by a representative of a hone health care agency, (to include a hone health care aide) shall be considered as one hone health care visit for covered services of up to four (4) hours of home health care. For covered services which consist of more than four (4) haws, each period of four (4) haul will be treated as one home health care visit. NOTE: 24 hour or private duty nursing is not covered. Page 51 VOL... PAGE i i' F ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN... CONTINUED HOSPICE CARE EXPENSES i h The Plan pays benefits if the following conditions are met: Services are ordered and approved by a doctor before the services begin. The services are provided in place of hospital services or hospital admission. Services are part of a hospice care program designed to meet the special physical, psychological, spiritual, and social needs of dying people and their families. Services are provided by one of the following: A hospital. A hospice. A health service agency operated, including necessary licenses, according to the laws of the state or the locality in which the services are performed. 1 Which expenses are covered? Inpatient hospice service uses for: Daily hospice room and board. Miscellaneous hospice service expenses fees for hospice care and doctor's services. Outpatient hospice service expenses for: Homemaker services. Health aid services fees charged for services consisting of patient care by a hone health aid or health aid agency representative. Professicnai nursing services expenses fees for part-time or intermittent professional nurs~ services charged by an R.N. or L.P.N. Bereavement counseling services expenses fees charged for counseling of close relatives by a psychologist, psychiatrist, licensed or certified counselor. The ooaseling must take place between the date hospice care expenses begin and within six (6) months after the terminally ill patient has died. Iv': 4}:+~~4M r Maternity care, including obstetrical care, birthing center charges, charges for midwives and for ooriplications of pregnancy, covered the same as any covered condition for covered female employees and covered dependents. M 2?ML HEALTH, AUXWLISK, AND CHEMICAL --Mental Health Expenses The Plan pays benefits for expenses incurred for any of the following: Psychiatric services. Inpatient or outpatient diagnosis and treatment of mental disorders. Outpatient services must be provided by a doctor or a hospital. Inpatient services must be prescribed by a doctor and received in a hospital. Page 52 VOL 1 rr((i II • rich expenses are covered expenses? outpatient mental health expenses for: Diagnostic or evaluative procedures. Therapeutic prooedures. Consultative, diagnostic or therapeutic visits. D=ug management. Electnooonvulsive therapy. tl other psychiatric therapies, services or procedures. `I Inpatient metal health expenses for: Daily roan and board. Miscellaneous services and supplies, other than roan and board, for any day room and board benefits are payable. Doctor's fees for treatment of a mental disorder. Doctor's fees for psychiatric services. Partial confinement. Each full day of treatment in a Psychiatric Day Treatment facility will be considered as one-half of one day of treatment during an inpatient hospital stay. A psychiatric day treatment facility is a mental health facility which meets all of these conditions: . It is clinically supervised by a Doctor of Medicine who is certified in psychiatry by the American Board of Psychiatry and Neurology. It provides organizational structure and individualized treatment plans separate fran an inpatient program. It is accredited by the Program of Psychiatric Facilities, or its successor, of the Joint Commission on Accreditation of Hospitals. . It treats a patient for not more than 8 hours in any 24-hour period. . The treatment is provided iii a structured psychiatric program. The Covered Person uses individualized treatment plans with specific attainable goals and objectives appropriate both to the patient and the treatment modality of the program. ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN... CONTINUED --Alcoholism and chemical Deperdenicy Treatment Expaises Treatment must be prescribed by a doctor and received in or provided by one of the following: A hospital. An alcoholism treatment facility. A chemical dependency treatment facility. A doctor. Which expenses are covered expanses? Daily room and board expenses for inpatient treatment. Miscellaneous services and supplies expenses for inpatient or outpatient treatment. Doctor's fees for inpatient or outpatient treatment of alcoholism and/or chemical dependency. Inpatient treatment includes partial confinement. Page 53 V 0L__ 77, ._._PAQF, ~9l + . . , ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN...CONTINUED F7C!'FMED CARE FAC [XI Y EXPENSES Confinement in an extended care facility must begin within 14 clays after a period of hospital confinement of at least three (3) days. The Plan considers extended care confinements separated by less than seven (7) days as one period of confinement. Which expenses are covered expenses? . Extended care facility daily roam and board. Extended care facility services, other than roan and board, for any day extended care roan and board benefits are payable. . Other medical services, except private duty or special nursing services and doctors', customarily provided by such facilities Drugs, biologicals, solutions, dressings, casts, and other supplies. NON- EL*W-70-HL*1AN ORGAN TRANSPLANTS The medical expenses incurred in acquiring the organ (s) to be used in any and all covered transplants received by a Covered Person include charges for: 1. Tests for cxossmatch donor, suitability and other such screening tests related to the donation of the organ(s), whether used or not: and 2. Hospital, surgical, storage and transportation oasts incurred that are related to the donation of the organ(s), whether used or not. When only the transplant recipient is a Covered Person, the benefits of this plan will be provided for the donor to the extent that benefits to the darn are not provided under any other form of coverage. In no such case under this plan will any payment of a "personal service" fee be made to any donor, but only the necessary hospital and Physicians' medical care and services expense with respect to the donation will be considered for benefits. When only the darer is a Covered Person, the donor will receive benefits for care and service necessary to the extent such benefits are not provided for -the donne under any coverage available to the recipient for the organ or tissue transplant procedure. Benefits will not be provided to any recipient who is not a Covered Person. When the transplant recipient and the donor are both Covered Persons, benefits will be provided for each in accordance with his re.^pective eligible expenses. SPINAL COLUMN TRFA7KENT EXPENSES The following expenses for diagnosis and treatment of dislocation, strain, sprain or misplaced vertebra are limited to: . Office visit. . X-rays. . Physical medicine. f . Lab testing. Page 54 VO PACE 400. • ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN... CONTINUED TFIFOR"14DnXrM JOWr DISORDER (WO) AMID SIMILAR DISORDERS Surgery to correct W. W includes temporomandibular, cranicmandibular and similar disorders. Diagnosis and non-surgical treatment of W. Non-surgical treatment does not include orthodontics. vauzfrawS`r Rn=TION Charges for voluntary sterilization, including the surgical procedure, necessary medical care and treatment, and confinement. RADIOLOGIST AND PA7HOLAGISP Charges for the services of a radiologist and a pathologist. • WELL BABY CARE EXPENSES Definitions Routine check-up a physical examination for the purpose of monitoring the health and growth of a baby. Unckw what condition does the Plan pay? Well baby care mist be performed by an individual licensed to provide such care. The baby mist be at least: six (6) days old. Which expenses are covered expenses? Routine cheek-ups for up to five (5) visits in the first 15 months following birth. Routine immunizations, injections, and inoculations through the age of 6. This includes: a complete polio series, a complete DPT (diphtheria pertusis tetanus) series, a complete MMt (measles, nuTps and rubella) series, one test for TB (tuberculosis). One hemoglobin blood test. ROUFII-;E N[IIZSERY CARE CHARM Charges for rrutim nursery care of a newborn. The charges of the rw-wborn will not be considered covered under the mother's charges. Newborn routine nursery care charges include roam and board, routine nursery charges, examinations, circumcision and required general care and treatment, even though there is no illness or injury. PHYSICAL THEPAPY AND OCQJPATIONAL THERAPY EXPENSES Licensed physical therapist or occ~ipational therapist fees for therapeutic treatment. SPFE)C[; THERAPY Speech therapy to correct speech loss or impainnent. Charges for, or in oonneation with speech therapy that is (a) used to improve speech skills that have not fully developed; (b) can be considered custodial or educational; or (c) intended to maintain speech communication are not covered. Speech therapy which is not restorative in nature will not be covered. • Page 55 VO PA F, o/ L-~Jn IF-%a 1 I i 1 I i ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN... CONTINUED ROUTINE HEALTH SCREENING EXPENSES The plan pays this benefit if the services are performed by a doctor or under the supervision of a doctor. Routine checkups. A routine checkup is a physical exam. (This includes, but is not limited to such physical exams, such as gynecological visits, routine mammograms, speech and hearing screening, vision screening, developmental assessment, history, and appropriate imnauzi~ation-and laboratory tests.) Covered expenses do not include services rendered by more than one doctor or other health care provider in any single visit. t I I i CLEFT LIP AND CLEFT PALATE EXPENSES Charges for treatment of cleft lip and cleft palate including: Oral and facial surgery, surgical management, and follow-up care; Prosthetic treatment such as obturators, speech appliances, and feeding appliances; Orthodontic treatment and management; Preventive and restorative dentistry to insure good health and adequate dental structures for orthodontic treatment or prosthetic management or therapy; Speech language evaluation and therapy; Audiological assessments and amplification devices; Otolaryngology treatment and management; Psychological assessment and counseling, and Genetic assessment and counseling for Covered Persons. SDOO D OR THIRD SURGICAL OPINIONS Charges for a voluntary second (or third) surgical opinion evaluating the need for surgery by a second (or third) physician, including the consulting opinion and directly related diagnostic services by a physician, provided the physician: Is a board-oertified specialist in the condition for which the pure is proposed or has been referred to the Covered Person by a local medical society; and Does not perform or assist with the procedure if it is performed; and Does not have any business or financial association with the qualified Physician performing the procedure if it is performed. ALTEEMTIVE BENEFITS F'OR (ASE MANAGEMENT In cases where the patient's condition is expected to be or is of a serious nature, the Plan Administrator may arrange for review and/or case management services from a professional qualified to perform such services. Upon the advice of such a professional, the Plan Administrator shall have the right to alter or waive the normal provisiaw of this Plan when it is rea~3onable to expect a cost effective result without a sacrifice to the quality of patient care. The alternative benefits shall be determined on a case-by-case basis, and the Plan's determination to provide the benefits in one instance shall Page 56 if f F i ~ .4,~.p~. `cy:..+~.a...e:x +a.:_....+..+r...~rlw'1w...o..a., ..a•J~ua~._... i ELIGIBLE MEDICAL EXPENSES CO-PAY PLAN... CONTINUED not cannit the Plan to provide the same or similar alternative benefits for the same Covered Person or any other Covered Person, nor shall it be deemed to waive the right of the Plan to strictly apply the express provisions of this Plan in the future. The Plan, in its sole discretion, may exercise this right provided the Covered Person and the Covered Per'son's Practitioner conctw. This Plan may exercise this right when it anticipates future expenditures for Eligible Eqx uses for a Covered Person and such e~q ditxaes may be d m+^{shed by providing alternative benefits. kEND OF ARTICLE* *I, Page 57 ; VO PAQF, L I I L • , ARTICLE VI (SECTION C) LIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS CO-PAY PLAN Unless specifically stated elsewhere in this Plan, this Plan does not cover expenses resulting from any of the following: A. Sickness or injury covered by a Worker's Compensation Act or similar law. B. Accidental injury suffered while working for pay or profit. Exception: The Plan pays benefits for actively employed partners and business owners not eligible for insurance under a worker's Compensation Act or similar law. C. Injury suffered in a fight in which the Covered Per901'1 is the aggro . D. Injury which occurred during a crime the Covered Person omudts or tries to commit. E. Services for diseases contracted or injuries sustained as a result of war, declared or undeclared. F. Sickness or injury which occurs while the Cowered Person is on military service for any country while covered under this Plan. G. Expenses resulting from intentionally self-inflicted injury or trauma or attempt at suicide whet!ke_r committed while sane or insane; H. Routine foot care, including the care of weak, unstable, or flat feet, or bunions. Exception: An open cutting operation on the foot. Orthotic appliances supplied by podiatrists. I. Treatment of corns, calluses, or toenails. aw eption: The Plan pays benefits if at least part of the nail root is removed. J. Services received in a Veteran's Administration Hospital, a Public Health Service Hospital, or any facility operated by the U.S. government or any of its agencies (unless otherwise required by law); K. OrUWtics, visual therapy, the fitting or prescription of eyeglasses, contact lenses or their replacement, vision materials (frames or lenses), or eye refractive surgery. L. Purchase of hearing aids and fees for the fitting or providing of hearing aids, unless the purchase of the hearing aid is a result of surgery as d-own under Eligible Medical Expenses. M. Dental treatment or dental x-rays, except for those expenses otherwise specifically listed as an Eligible Medical Expense. Page 58 G I I i f k i t i i ~ } r j `h 4 I t i LIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS CO-PAY PLAN... CONTINUED N. Charges for cosmetic or plastic surgery. Exception: The Plan pays expenses for cosmetic surgery when it is required to correct a physical or functional problem subject to the following: If required due to an accidental injury which occurred while covered for this benefit; or As reoonsctive surgery: due to or following surgery resulting from trauma, infection or other diseases of the involved part; or due to a birth defect or sickness of a covered dependent child born to an Employee or an Eployee's spouse while covered for dependents' coverage. 0. Treatment or services provided by a close relative. P. Custodial care, rest cures or sanitarium care. Q. Reverse sterilization. R. Drugs and medicines for which a prescription is required if covered under the Prescription Drug Benefit. S. Treatment of nicotine addiction. T. Court ordered treatment for mental health, alcoholism, or chemical dependency unless determined to be medically necessary. U. Treatment that is not medically necessary. V. Treatments, services or supplies that are educational or provided primarily for research; or treatments, procedures, devices, drugs or medicines or other expenses relating to transplants of non-human organs. W. Treatment rendered that is not a result of injury or illness, except routine exams specifically shown as an Eligible Medical Expense. X. Charges incurred only because this Plan exists. Y. Charges incurred while the Covered Person is pot under the care of a Physician. Z. F~Kpenses in excess of the Reasonable and Oistomary charge, unless such charges are incurred at a participating provider which has contracted with the PPO network selected by the Employer. AA. Services received from a Hospital or a medical department maintained by or on the behalf of a group or Employer; a mutual benefit association; labor union; or trustee. BB. Services for which the Covered Person incurs no charge, or for which the Covered Person would have no obligation to pay. Page 59 . VOL-J..-PAGE 101DS- i A t. ,I . a i ~i ti f~ I' r t b C r i r f' r f' LIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS CO-PAY PLAN... CONTINUED CC. frioouraging or participating in a riot. M. Admit kits and any personal comfort items. EE. Services, surgery, or supplies in connection with or related to: gender dysphoria; transsexual surgery; sex transformation or sexual dysfunction; infertility; promotion of fertility through extra-coital repeoductive technologies including, but not limited to, artificial insemination, ink insemination, super ovulation uterine capacitation enhancement, direct-intraperitoneal insemination, trans-uterine tubal a*~i*3ation, gamate intrafallopian transfer, pronuclear eocyte stage transfer, zygote intra-fallopian transfer, and tubal embryo transfer; in-vitro fertilization procedures; any diagnostic treatment measures not recognized as orthodox and widely accepted by organized medicine (e.g. acupuncture, biofeedback, Laetrile); surgery for excess fat in any area of the body; resection of excess skin or fat following weight loss or pregnancy; rhinoplasty for cosmetic purposes; breast enlargements or reduction; wigs or hair prostheses. FF. Supplies or equipment such as: air conditioners, dehxamidifiers, air purifiers; arch supports, corrective devices placed in shoes, corrective or orthopedic shoes; heating pads, hot water bottles, home enema equipment, rubber gloves; deluxe equipment; escalators or elevators; modifications to dwellings, property or automobiles, such as motorized transportation equipment, sauna equipment, exercise equipment, telephones, televisions, swimming pools, whirlpools, or other similar equipment; or for membership in clubs or spas. GG. Administrative fees, sales tax (except as shown as an eligible medical expense) or interest. hH. Rental or purchase of tranLSportation devices (i.e. vans, cars, airplanes, etc.). II. Skilled Nursing Facility expenses incurred in conzwecction with: Drug addiction; Alcoholism; Mental retardation; Mental disorder. Page 60 , bOL--. 7 ,PA6aE__ 60,~ . i r~ ~r....s.~.~.....c~,..~,.~a.a~.~:.:'-_ - ,.~w...,.... ~ii.~.w..xiaL.~.~--~ - _ _~r . - _ i.,.:►vS~wt..~!ri.c.~.:..,..41^ • • LIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS CO-PAY PLAN... CONTINUED JJ. Home Health Services: Not specified in the home health care plan; For transportation; Fbr general housekeeping services; Fbr custodial care. KK. Elective abortion; however, the following abortions will be considered payable if considered legal in the state in which they are performed: Zb preserve the life of the Covered Person; As a result of complications of pregnancy; or As a result of incest or rape. LL. Obesity, or in comection with obesity, weight reduction, or dietetic control, except for life threatening morbid obesity and disease etiology. NM. Charges in excess of the maximums specified in the Schedule of Benefits. M. (barges made by an assistant surgeon in excess of 20 percent of the surgeon's allowable charge or for charges made by a oo-surgeon in excess of the Reasonable and Customary charge. Fbr purposes of this limitation, allowable charge means the amount payable to the surgeon prior to any reductions due to Oo-payment or Deductible amounts. 00. Hospice Care charges: Not approved by the attending Physician; For tramsportaticn; or For custodial care (services or supplies provided to assist a person in daily living - e.g. personal groaning). PP. Pre-existing Conditions, except as outlined in the Pre-Existing ti Conditions Article of this Plan. OF ARTICLE***,t*~r,itit***** Page 61 V U • - ARTICLE VI (SECTION D) PRE-EXISTING CONDITIONS CO-PAY PLAIN A pre-existing condition is any sickness or accidental injury for which a Covered Person received any medical treatment or advice, or took any medication before becoming covered under the Medical Coverage portion of the Plan. Oq)er>_ses relating to a pre-existing condition are not covered under the medical (overage portion of the Plan until the Covered Person has satisfied the requirements below. After a Covered Person becomes covered for Medical Coverage under the Plan, the Plan covers expenses related to a pre-existing condition when one of these is true: i a. A Covered Person has not incurred any expenses, received any medical treatment or advice, or taken any medication for the sickness or accidental injury for at least three (3) consecutive months. The three (3) meths must end on or after the date the person becomes covered under the Plan for Medical Coverage. b. The Covered Person has been Covered for Medical Coverage under the Plan for at least twelve (12) consecutive months. c. For covered expenses a covered employee incurs because of a Pre-existing condition, the employee must have been actively at work and covered under the Medical Coverage portion of the Plan for at least six (6) consecutive months. NMIC E: The Pre-existing Condition limitation does not apply to adopted children from the date of placement in the Covered employee's home, provided application for dependents' coverage is in force or, if this is the first newly eligible dependent, application is made within 31 days from the date the adapted Child is placed in the covered employee's home. This Plan Document is a restatment of the Eaployer's Plan that became effective September 1, 1992; therefore: P r, 1. Credit toward satisfaction of the 12 month period will be given for the number of months the Covered Person had been covered by the BTployer's Plan prior to the change in reinsurance carriers and/or Plan Supervisor; and 2. The limitation shown in a. and b. above will not apply to a Covered Person who, on the day immediately preceding the effective date of the change in reinsurance carriers and/or Plan Supervisor, was covered under the Plan and not under the pre-existing limitation. I ***********************************IIm OF ARTICLE****************************** 4 r Page 62 . V0 PA®F,...& r• [t ~ I:e~..uw,su..4~.w,.._.~........:..L•..a+....._..r~ur~ - .._.+...Li'_..e7... _ ___-+.:sL..~..^yn." I • • • l ARTICLE VI (SECTION E) ELIGIBLE DENTAL EXPENSES CO-PAY PLAN Dental Coverage pays benefits if the Covered Person incurs covered dental expenses. The Schedule of Benefits stows the percentage and the maximtan benefit payable. The Limitations and Exclusions Applicable to Dental Expenses stows the expenses excluded under the Dental Coverage. The Plan pays benefits if all of the following conditions are met: The covered Person incurs covered expenses while covered for Dental Coverage. because of a treatment or service prescribed by a doctor or dentist. The covered expenses are not payable under the Medical Coverage portion of this Plan, or in excess of the Dental maximum benefit which is shorn in the Schedule of Benefits. The treatment or service must be appropriate and required. The Plan will determine whether or not a treatment or service is necessary. The Plan may use a consulting service or peer review to assist in making that decision. The Plan pays a percentage (the benefit percentage) of covered expenses. The Schedule of Benefits shows the benefit percentage applied to each type of treatment. The maximum benefits apply for each calendar year. The Plan pays only the reasonable and customary charges for the treatment or service according to the Schedule of Benefits in effect on the date the treatment or service is received. The Plan pays Dental benefits up to the Maximum. Lifetime Benefit for a Covered Person while covered for this coverage. The Schedule of Benefits stows the maximuun lifetime benefit. The general types of dental treatments covered under this Plan are Types I, II, and III. Procedures shown under each Type of service include, but are not limited to: A. Type I, Preventive Services and Diagnostic Treatment prophylaxis performed by a dentist or dental hygienist. Routine examinations (2 times per calendar year). Routine bitewirg x-rays (2 times per calendar year). Flouride treatments if less than 19 years old (2 times per calendar year). . Page 63 VO PA k 'E t I l i } n e i f k E 1 ELIGIBLE DENTAL EXPENSES CO-PAY PLAN... CONTINUED Full nxxth x-rays. 41he Plan covers only one set of full-mouth x-rays in a period of 36 consecutive months. Space maintainers for missing primary teeth. Temporary treatment needed to ease dental pain. Diagnostic x-rays and laboratory procedures. Application of sealants to the permanent molars of a covered dependent child if at least 6 years of age but less than 14 years old. The Plan pays for one application every 3 years. B. Type II, Basic Services Amalgam, silicate, acrylic and composite fillings. Pulling of teeth, including removal by surgery of impacted wisdom teeth, except when due to preorthodontic treatment. Medicine or prescribed drugs for dental conditions. Root canal therapy - endodontics. Periodontal therapy to sbop any severe and recurring symptoms including periodontal prgzt>fylaxis and ooclusal adjustments. COnsulting with the Covered Person's dentist or doctor when required, except when due to pteOrthodontic treatment. • Surgery to prepare dental ridges for prosthetic appliances. • Oral surgery Performed by the Covered Person's dentist or doctor within six (6) months of an accidental injury to the Covered Person's jaw or natural teeth. Prosthetic appliances are included. General anaesthesia for oral surgery, except when due to preorthodontic treatment. Emergency care and treatment of the jaw or natural teeth received within 72 hams after the first visit. Relining or rebasing after six (6) months from the date of Placement of a denture. The Plan covers only one relining or rebasi.ng in a period of 36 consecutive months. Repair of dentures or bridgework. ! Occlusal guards. Page 64 . VOL-~- PAGE Z10 y ~ "•.~+.t.S..•. - - -1- ,Lt l' ".4i' .~i C~v~- 1.'3::>'.~, r~:.~i;-...e _ ' w,:, a' .t '-f - i i I 1 1 • 1 • 7~ ELIGIBLE DENTAL EXPENSES CO-PAY PLAN... CONTINUED C. Type III, Major Services A pretreatment estimate must be submitted to the Plan. The Plan must approve the sezvioe or treatment before it begins. Covered services include: Inlays, onlays, crowns and build-ups for crowns when the tooth cannot be restored with a filling or when needed as a support for a bridge. First placement of bridges. First placement of partial or full dentures. Bridge or denture replacement if: a. over 5 years from the last placement and not servicable, ~ . or b. the existing denture cannot be used because of the first placement of an opposing full denture. F i Any benefits paid for temporary crowns, bridges or dentures are subtracted from benefits paid for permanent crowns, bridges or dentures. The total benefit paid for temporary dentures will not be over the maximum benefit for permanent dentures. t ; ***********************END OF ARTICLE********** 1+ 1 4 i' Page 65 V0L-- 7 PAGE ARTICLE VI (SECTION F) LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL EXPENSES CO-PAY PLAN No benefits are provided under this Plan for dental expenses in connection with dental treatment when charges are incurred far: A. Services which are paid for by a government or given to a 0overed Person without charge if coverage was not in force. B. Accidental injury suffered while working for pay or profit. Exception: The Plan pays benefits for actively employed partners and business owners not eligible for coverage under a Worker's Compensation Act can similar law. C. Dental treatment for cosmetic reasons. Emoeption: The Plan pays expenses for cosmetic surgery or treatment which is required: 1. because of an accidental injury which took place while covered for this benefit; 2. for facings for crowns on molar teeth if needed as a result of an accidental injury; 3. for a birth defect or illness of a covered dependent child bourn to an Employee or dependent spouse while covered for dependent's coverage under this Plan. D. Dental treatment received from: 1. the employer's dental or medical department; 2. a mutual benefit association; 3. a labor union; 4. a trustee; or 5. any other similar grow- for which the Covered Person is not required to pay. E. Dental checkups or dental swag by an employer, a school or a government. F. Any experimental treatment. G. Dietary planning, plaque control or coral hygiene instructions. H. Missed appointments or completion of claim foaa. I. Any restorations or treatment used mainly to keep periodontally j involved teeth from moving or to restore occlusion. Page 66 V0 PAGE, ._..,..,.~...tt..~..a..,..u.:..:._...:.i.~~.~.,~_,.....~.....~_+~a~d.~,',~a:.ia_:a~~ ..:..n.::.~..~.~...1.:+...:.r...~uh~` ,..'v.+.e,.aSi..:....«.r_....,__ ~ - - - 01 01 LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL EXPENSES CO-PAY PLAN... CONTINUED J. Replacement of a last or stolen prosthetic device or any other device or appliance. K. Any dentures, morons, inlays, onlays, bridgework or other appliances or services mainly for increasing vertical dimension. L. Replacement of dentures or bridgework if less than 5 years from the last denture or bridgework placement. Exception: The Plan pays for denture or bridgework replacement if the existing dentures or bridgework cannot be used because of first placement of an opposing denture. M. Sickness or accidental injury resulting from an act of war or while on military service for any country while covered for this coverage. N. Flou ride treatments after age 18. 0. Ordcdontic treatment including preliminary diagnostic procedures, removal of teeth and oorrection of ooclusion. P. The first placement of dentures or bridgework to replace teeth removed before this oaverage begins. t OF ARTICLE******************* t***~r~r~nkit Page 67 VOL -PAGE 1 ARTICLE VII DEDUCTIBLE PLAN SECTIONS REFERENCED IN THIS ARTICLE INcu DE: SECTIC N A: C aYSIN D MEDICAL-DENTAL DEDUCTIBLE DEDUCTIBLE PLAN SECTION B: ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN SEMON C: LIMITATIONS AND EXCLUSIONS APPLICABLE M THE MEDICAL BENEFITS DEDUC TBLE PLAN SECTION D: PRE-EXISTING CONDITIONS DEDUCTIBLE PLAN SECTION E: THE DENTAL DEDUCTIBLE SECTION F: ELIGIBLE DENTAL EXPENSES SECTION G: LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL EXPENSES DEDUCTIBLE PLAN Pays 68 ' VOL ' J r t • • • ARTICLE VII (SECTION A) DEDUCTIBLE PLAN COMBINED MEDICAL-DENTAL DEDUCTIBLE nmiviwAL CALF MAR YEAR COMBINED M DICAL-DENTAL DEDUCTIBLE The Individual Calendar Year Combined Medical-Dental Deductible, as shown in the Schedule of Benefits, applies to eligible expenses per Covered Person for each calendar year. Such Individual Calendar Year Combined Medical-Dental Deductible must be satisfied before any benefits are payable under the Plan. The Individual Calendar Year Combined Medical-Dental Deductible, however, may be waived for certain types of eligible expenses if specified in the Schedule of Benefits. C UMMAR YEAR DEDUCTIBLE CARW FOI3 M Any expenses which were incurred and applied against the Calendar Year Medical Deductible during the last three (3) months of that calendar year will be applied toward satisfaction of the Calendar Year Medical Deductible amount for the next following calendar year. MLXIMUi FAMILY CAL04DAR YEAR DEDUCTIBLE The amount used to meet the individual deductible for each member of an employee's family is also used towards meeting the family deductible. The deductible is considered met by an employee and all covered dependents for the rest of a benefit period if three (3) or more covered members of the employee's family meet the family deductible in that benefit period. The Family Calendar Year Deductible is shown in the Schedule of Benefits. If one covered member of the employee's family meets the individual deductible, the Plan considers the deductible met for-that covered member. COMMON ACCIDENT DEDUCTIBLE The Plan requires only one deductible amount be met if the covered employee and one or more of the covered dependents, or 2 or more of the cornered employee's covered dependents, incur covered expenses from the same accident for the benefit period in which the accident occurs and also the next benefit period. This deductible applies only to those covered expenses incurred because of j the accident. The deductible amount from each injured person used to meet this common accident deductible is determined by the amount of their first claim filed for the accident. This amount is also used to meet each injured person's individual deductible for covered expenses incurred and unrelated to this accident. SPECIAL TRANSITION PROVISIC N Credit will be given for Covered Persons who have had expenses applied to this Plan's 1995 deductible. *,~t*,it***,ir~t* ************END OF ARTICXEk***************************** Page 69 , o J JW 9 l L r c I i i i i .1 - - . . - . .-3_- ARTICLE VII (SECTION B) DEDUCTIBLE PLAN ELIGIBLE MEDICAL EXPENSES Eligible Medical Eqpenses are the reasonable and customary charges actually incurred while the person is covered under this Plan for the services and supplies listed below, which are (a) received upon the recoamendation and approval of a physician, and (b) medically necessary for the treatment of a non-occupational illness or injury, or otherwise specifically shown as a preventive service as indicated in the Sctiedule of Benefits. Eligible expenses are subject to the Deductible, Limitations and Exclusions, and the Maximum Benefits of the Plan as shown in the Schedule of Benefits and include: HOSPITAL EXPENSES Hospital daily roam and board. Intensive care unit. Miscellaneous hospital services, other than roam and board, received an an outpatient basis clue to surgery, or for any day that hospital room and board benefits are payable. This includes the following: Administration of anesthetics by a doctor or registered nurse anesthetist (R.N.A.). Services of radiologists and pathologists who are under contract with the hospital to provide their services. Charges made by a hospital, in its own behalf, for the use of the operating room,, delivery roan, treatment roan, recovery room, and emergency root. Oxygen and other gases and their adninistraticn. OLWATZERr PRFADIIISSION TESTING EXPENSES Preadmission testing testing administered on an outpatient basis prior to elective admission to a hospital. The Plan pays benefits if the following conditions are met: Tests are in connection with a scheduled hospital confinement. Tests are made within two (2) weeks of the scheduled hospital confinement. Tests are ordered by the same doctor that ordered the confinement. Mich expenses are covered expenses? Diagnostic x-ray and lab tests. Wdch outpatient nrr+oxiniccia[1 testing expenses are not covered? Experkses incurred during a hospital confinement. Page 70 . voi. -PAGE ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN... CONTINUED AMBULANCE EXPENSES Ambulance transportation to and from the nearest hospital that can give necessary care and treatment; or by air ambulance (when medically necessary for a life threatening situation) to the nearest facility equipped to furnish such special treatment. Chartered air flights and travel or communication expenses of patients, doctors or nurses, are excluded. MEDICAL SERVICES AND SUPPLIES EXPENSES Drugs and medicines for which a physician's prescription is required. No benefits will be payable under this provision if payable tinder any other section of the Plan. Diagnostic x-ray and lab services. Radiation and chemotherapy treatment. Anesthetics and oxygen. Diabetic supplies used for testing blood and urine specimens at ham. This provision will not apply if payable under any other section of the Plan. Rental of durable medical equipment when required for treatment of an illness or injury when certified in writing to the Plan by the physician as to the medical necessity for the equipment and the anticipated length of tams the equipment will be required for therapeutic use. Such equipment must be: is 1. Able to withstand repeated use; 2. Primarily and customarily used to serve a medical purpose; 3. Not generally useful to a person in the absence of illness or injury; and 4. Suitable for use in the hone. Examples of durable medical equipment include, but are not limited to, wheel chairs, hospital-type beds and breathing equipment. The Plan may either purchase, or rent such equipment up to the purchase price of the equipment rented. It does not include any changes made to the Covered Person's home, auto, or personal property such as air conditioning or remodeling. Equipment that has been lost or damaged due to neglect or use riot reeanTended by the manufacturer will not be replaced. Periodic recertificatiens may be required by the Plan to determine its continued medical necessity. Charges for prosthetic appliances required for the alleviation or correction of a condition arising out of accidental injury occurring or sickness oamtezncing after the effective date of an individual's coverage. This includes, but is not limited to, the purchase of an initial implanted lens, contact lens, or corrective lens when being used to replace the natural lens removed as a result of injury, disease or cataract surgery, and the initial purchase of a hearing aid if the loss of hearing is a result of a surgical procedure performed while coverage under the Plan was in effect. The replacement of such appliances will not be covered unless the replacement is necessary because of physiological changes. Hearing aids, contact lenses and/.or corrective lenses, for any purpose other than those stated, are excluded. Page 71 • vo PACE E ~ ~ 7 ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN..:CONTINUED Surgical bandages. Blood and plasma, blood derivatives and blood processing- casts, splints, trusses, braces, crutches. Mammograms as outlined below: a dine mam ogram for women between the ages of 35 and 39. a mammgran every two years for women between age 40 to 49. This mamrogram may be more often only upon a doctor's reocnimendation. an annual mmuogram for women age 50 and older. Intravenous injections and solutions. DFNPAL EXPENSES --Hospital expenses if needed for dental treatment. Doctor, surgeon, dentist, dental svrgecn, or oral surgeon fees for surgery or dental services related to any of these: An accidental injury in which the jaw is broken or the natural teeth are injured. This includes replacement of the injured natural teeth. The ocvered Person must have treatment for the accidental injury within six (6) months of the accident. Other surgery treatment of the mouth or jaw but not the teeth. The following dental expenses are not covered. Treatment of cavities. Removal of a diseased or decayed tooth other than an impacted tooth. Any roan-surgical treatment. Dental treatment or x-rays, except as otherwise indicated. Orthodontic treatment or procedures. Any oonditicn, treatment, or experm paid under any dental benefit in a group dental plan sponsored by the Employer. PHYSICIAN EXPENSES, INtx=n G SLT43M FUIINSFS Physician fees for medical cane or treatment, and surgical operations. How does the Plan pay for multiple surgeries? If two (2) or more operations are done at one time through the same or different incisions, the Plan pays up to the maximun benefit for the surgery with the highest reasonable and customary charge plus 50% of the reasonable and customary charge for the additional surgeries. No additional benefit is paid for incidental surgery dcne•at the same time and under the same anesthetic as another surgery. Services of a Registered Nurse (R.N.), Licensed Vocational Nurse (L.V.N.) or Licensed Practical Nurse (L.P.N.) when required for treatment of an Illness or Injury and when certified in writing to the Plan by the physician as to the medical necessity. Page 72 Y K 6 E• i s. r i vo PAOF, . . • _ '•+'.•.-...anwa.:~Gl-Im 1Fti~S/:'RS,yLM.F~LC.`1TA C. ~`.~.~`v...~n~^'~~-_ _ - ~~..~o... .~+~vS E • • v ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN... CONTINUED HOME HEALTH CARE EXPENSES All of the following conditions must be met: Services are ordered and approved by a doctor in writing before services begin. The services are provided in place of hospital services or hospital admission. The order is renewed in writing by a doctor every three (3) months. Benefits would have been paid if the services had been performed while the Qovered Person was confined in a hospital. Services are provided by a hospital, a health service agency which is operated, including necessary licenses, according to the laws of the state and/or the locality in which the services are performed. a visiting nurses association. Services are medically necessary for the Covered Person's condition. Which expanses are covered expanses? Charges made by a home health care agency, for the medically necessary services and supplies furnished to a 074ered Person in his hone in accordance with a tame health care plan. This includes: Professional nursing services expenses fees for professional services charged by a registered nurse (R.N.), a licensed practical nurse (L.P.N.), or licensed vocational nurse (L.V.N.). Health aide services expenses fees charged for services consisting of patient came by a home health aide or a health service agency representative. Therapeutic services expenses fees charged for physical, occupational, respiratory, or speech therapy. Medical services and supplies expenses fees charged for durable equipment or drugs and medicines for which a doctor's prescription is required. Lab services expenses fees charged for lab services ordered by a doctor. Each covered visit by a representative of a tame health care agency, (to include a hone health care aide) shall be considered as one have health care visit for covered services of up to four (4) hours of home health care. For covered services which consist of more than four (4) hours, each period of four (4) hours will be treated as one home health care visit. NOTE: 24 hour or private duty nursing is not covered. Page 73 VOL-~PAQE-,~-/f-. 4 t 1 I~ ,t ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN... CONTINUED HOSPICE CARE EXPENSES The Plan pays benefits if the following oonditiais are met: Services are ordered and approved by a doctor before the services begin. The services are provided in place of hospital services or hospital admission. Services are part of a hospice care program designed to meet the special physical, psychological, spiritual, and social needs of dying people and their families. Services are provided by ene of the following: A hospital. A hospice. A health service agency operated, including necessary licenses, aooording to the laws of the state or the locality in which the services are performed. ibich expanses are covered? Inpatient hospice service expenses far: Daily hospice roan and board. Miscellaneous hospice service expenses fees for hospice care and doctor's services. Outpatient hospice service expenses for: Homemaker services. Health aid services fees charged for services consisting of patient care by a hone health aid or health aid agency representative. Professional nursing services expenses fees for part-time or intermittent professional nursing services charged by an R.N. or L.P.N. Bereavement counseling services expenses fees charged for counseling of close relatives by a psychologist, psychiatrist, licensed or certified counselor. The counseling must take place between the date hospice care expenses begin and within six (6) months after the terminally ill patient has died. MATERNITY CARE Maternity care, including obstetrical care, birthing center charges, charges for midwives and for oomplications of pregnancy, covered the same as any covered condition for cowered female employees and covered dependents. MENTAL HEALTH, ALOOE MISM, AND CHEMICAL DEPENDENCY TREATMENT --Mortal Health Expenses The Plan pays benefits for expenses incurred for any of the following: Psychiatric services. Inpatient or outpatient diagnosis and treatment of mental disorders. Page 74 VOL_ r- c f I i d ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN... CONTINUED outpatient services must be provided by a doctor or a • hospital. Inpatient services must be prescribed by a doctor and received in one of the following: A hospital. A residential treatment facility. tWich expenses are covered expenses? . Outpatient mental health expenses for: Diagnostic or evaluative procedures. Thexapeutic procedures. Consultative, diagnostic or therapeutic visits. Drug management. ElectYooonvulsive therapy. Other psychiatric therapies, services or procedures. . Inpatient metal health ewes for: Daily roan and board. Miscellaneous services and supplies, other than zoom and board, for any day roan and board benefits are payable. Doctor's fees for treatment of a mental disorder. Doctor's fees for psychiatric services. Partial confinement. Each full day of treatment in a Psychiatric Day Treatment facility will be considered as cne-half of one day of treatment during an inpatient hospital stay. A psychiatric day treatment facility is a mental health facility which meets all of these conditions: It is clinically supervised by a Doctor of Medicine who is certified in psychiatry by the American Board of Psychiatry and Neurology. It providoo organizational structuro and individualized. treatment plans separate from an inpatient program. It is accredited by the Program of Psychiatric Facilities, or its successor, of the Joint Commission on Accreditation of Hospitals. It treats a patient for not more than 8 hours in any 24-hour period. The treatment is provided ~n a structured psychiatric program. The Covered Person uses individualized treatment plans with specific attainable goals and objectives appropriate both to the patient and the treatment modality of the program. Page 75 • n Y~ ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN... CONTINUED --Alodxaism and Chemical Dependency Treatment F LSe3 Treatment must be prescribed by a doctor and received in or provided by one of the following: A hospital. An alcoholism treatment facility. A chemical dependency treatment facility. A doctor. kMch expenses are covered expenses? Daily room and board expenses for inpatient treatment. Miscellaneous services and supplies expenses for inpatient or outpatient treatment. Doctor's fees for inpatient or outpatient treatment of alcoholism and/or chemd cal dependency. Inpatient treatment includes partial confinement. EXTENIDID CARE FACILITY EXPENM Confinement in an extended care facility must begin within 14 days after a period of hospital confinement of at least three (3) days. The Plan considers extended care confinements separated by less than seven (7) days as one period of confinement. Wtnich expenses are covered expenses? . Extended care facility daily rooms and board. . Extended care facility services, other than room and board, for any day extended care roam and board benefits are payable. . Other medical services, except private duty or special rnnasirg services and doctors', customarily provided by such facilities . Drugs, biologicals, solutions, dressings, casts, and other supplies. NON- HUMRN-70-3"W ORGMN TRWMI.At M The medical expenses incurred in acquiring the organ(s) to be used in any and all covered txans'plants received by a Covered Person include charges for: 1. Tests for crosssmatch donor, suitability and other such screening tests related to the donation of the organ(s), whether used or riot; and 2. Hospital, surgical, storage and transportation costs k=w ed that are related to the donation of the organ(s), whether used or mt. r i 1 When only the transplant recipient is a Covered Person, the benefits of this plan will be provided for the donor to the extent that benefits to the donor are not provided under any other form of coverage. In no such case under ti-.?s plan will any payment of a "personal service" fee be made to any donor, but only the necessary hospital and Physicians' medical care and services expense with respect to the donation will be considered for benefits. Page 76 i i i i I a 6 j F, 1 M • ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN... CONTINUED When only the donor is a Covered Person, the donor will receive benefits nor care and service necessary to the extent such benefits are not provided for the donor under any coverage available to the recipient for the organ or tissue transplant procedure. Benefits will not be provided to any recipient who is not a Covered Person. When the transplant recipient and the donor are both Covered Persons, benefits will be provided for each in aooordance with his respective eligible expenses. TRdWMWMIBt M JOINT DISORDER (TKI) AND SIMILAR DISORDERS Surgery to correct W. TMT includes t gxwonand.ibular, cranianandibular and similar disorders. Diagnosis and non-surgical treatment of TW. Nora-surgical treatment does not include orthodontics. SPINAL COLUMN TREATMENT EXPENSES The following expenses for diagnosis and treatment of dislocation, strain, sprain or misplaced vertebra are limited to: . Office visit. . X-rays. . Physical medicine. . Lab testing. RADIOLOGIST AND PATHOWGIST 'Charges for the services of a radiologist and a pathologist. WELL BABY CARE EXPENSES Definitions Routine check-up a physical examination for the purpose of monitoring the health and growth of a baby. Under what conditions does the Plan pay? Well baby care must be performed by an individual licensed to provide such care. The baby must be at least six (6) days old. VWch uses are covered expenses? Routine check-ups for up to five (5) visits in the first 15 months folly l:ng birth. Routine k mtmizaticns, injections, and.kx=aaticns through the age of 6. This includes: a complete polio series, a complete DPT (diphtheria pertusis tetanus) series, a oomplete Mkt (measles, Rumps and rubella) series, one test for TB (tuberculosis). One hemoglobin blood test. ROUTINE NURSERY CARE CHARGES Charges for routine nursery care of a newborn. The charges of the' newborn will not be considered covered under the mother's charges. Newborn routine nursery care charges include roan and board, routine nursery charges, examinations, circumcision and required general care and treatment, even though there is no illness or injury. PHYSICAL THERAPY AND OCCUPATIONAL THERAPY EXPENSES Licensed physical therapist or occupational therapist fees for therapeutic treatment. P 77 1►gL__~____AC~~ ' d th, Ck l 6 i i, t~ ,1 ~f rt ELIGIBLE MEDICAL EXPENSES DEDUCTIBLE PLAN... CONTINUED- SPEECH THERAPY Speech therapy to correct speech lass or impairment. Charges for, or in ccnneaticn with speech therapy that is (a) used to improve speech skills that have rot fully developed; (b) can be considered custodial or educational; or (c) intended to maintain speech communication are not covered. Speech therapy which is not restorative in nature will not be covered. CLEFT LIP AND CLEFT PALATE EXPENSES Charges for treatment of cleft lip and cleft palate including: Oral and facial surgery, surgical management, and follow-up care; Prosthetic treatment such as obturators, speech appliances, and feeding appliances; Orthodontic treatment and management; Preventive and restorative dentistry to insure good health and adequate dental structures for orthodontic treatment or prosthetic management or therapy; Speech language evaluation and therapy; Audiological assessments and amplification devices; Otolaryngology treatment and management; Psychological assessment and counseling, and Genetic assessment and ooumseling for Covered Persons. SECOND Oft THIRD SURGICAL opnaws Charges for a voluntary second (or third) surgical opinion evaluating the need for surgery by a second (or third) physician, including the consulting opinion and directly related diagnostic services by a physician, provided the physician: Is a board-certified specialist in the condition for which the procedure is proposed or has been referred to the Ocmexe Person by a local medical society; and Does not perform or assist with the procedure if it is performed; and Does not have any business or financial association with the qualified Physician performing the prnceduru:: if it is performed. ALTERNATIVE BENEFTT$ In cases where the patient's condition is expected to be or is of a serious nature, the Plan Administrator may arrange for review and/or case management services from a professional qualified to perform such services. Upon the advice of such a professional, the Plan Administrator shall have the right to alter or waive the normal provisions of this plan when it is reasonable to expect a cost effective result without a sacrifice to the quality of patient care. The alternative benefits shall be determined on a case-by-case basis, and the Plan's determination to provide the benefits in are instance shall not oommit the Plan to provide the same or similar alternative benefits for the same Covered Person or any other Covered Person, nor shall it be deemed to waive the right of the Plan to strictly apply the express provisions of this plan in the future. The Plan, in its sole discretion, may exercise this right provided the Covered Person and the Covered Person's Practitioner i concur. This Plan may exercise this right when it anticipates future expenditures for Eligible Expanses for a Covered Perms and such expanditures may be diminished by providing alternative benefits. ******************************EIm OF ARTICLE******************************* Page 78 I J.Y. k { P 1 i I t i t • • r ARTICLE VII (SECTION C) LIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS DEDUCTIBLE PLAN Unless specifically stated elsewhere in this Plan, this Plan does not cover expenses resulting from any of the following: A. Sickness or injury covered by a Worker's Compensation Act or similar law. B. Accidental injury suffered while working for pay or profit. Emoeption: The Plan pays benefits for actively employed partners and business owners not eligible for insurance under a Worker's Compensation Act or similar law. C. Injury suffered in a fight in which the Covered Person is the aggressor. D. Injury which occurred during a crime the Covered Person commits or tries to oommit. E. Services for diseases contracted or injuries sustained as a result of war, declared or undeclared. F. Sickness or injury which occurs while the Covered Person is on military service for any country while covered under this Plan. G. Expenses resulting from intentionally self-inflicted injury or trauma or attempt at suicide whether committed while save or insane; H. Routine foot care, including the care of weak, unstable, or flat -feet, or bunions. Exception: An open cutting operation on the foot. Orthotic appliances supplied by podiatrists. I. Treatment of corns, calluses, or toenails. Emoeption: The Plan pays benefits if at least part of the nail root is removed. J. Services received in a Veteran's Administration Hospital, a Public Health Service Hospital, or any facility operated by the U.S., government or any of its agencies (unless otherwise required by law); K. orthoptics, visual therapy, the fitting or prescription of eyeglasses, contact lerLses or their replacement, vision materials (frames or lenses), or eye refractions, eye exams. L. Purchase of hearing aids and fees for the fitting Or providing of hearing aids, unless the purchase of the hearing aid is a result of surgery as shown under Eligible Medical Expenses. M. Dental treatment or dental x-rays, except for those expenses otherwise specifically listed as an Eligible Medical Expense. i~ Page 79 1; voL_L.PAQF,~..6 S' 'Am ' d i ti LIMITATIONS AND EXCLUSIONS APPLICABLE ' TO THE MEDICAL BENEFITS DEDUCTIBLE PLAN... CONTINUED N. Charges for cosmetic or plastic Surgery. Eamption: The Plan pays expenses for cosmetic surgery when it is required to correct a physical or functianal problem subject to the following: If required due to an accidental injury which occurred while covered for this benefit; or As reconstructive surgery: due to or following surgery resulting from trauma, infection or other diseases of the involved part; or due to a birth defect or Sickness of a covered dependec child born to an Employee or an Employee's spouse while covered for dependents' coverage. O. Treatment or Services provided by a close relative. P. Custodial care, rest awes or sanitarium care. 0. Reverse sterilization. R. Dugs and medicines for which a prescription is required if covered under the Prescription Drug Benefit. S. Treatment of nicotine addiction. T. Court ordered treatment for mental health, alcoholism, or c2nemical dependo-py unless determined to be medically necessary. U. Treatment that is not medically necessary. V. Treatments, services or supplies that are educational or provided primarily for research; or treatments, prooedurw, devices, drugs or medicines or other expenses relating to transplants of non-human organs. W. Treatment rendered that is not a result of injury or illness, except routine exams Specifically shown as an Eligible Medical Expense. X. Charges incurred only because this Plan exists. Y. Charges incurred while the Covered Person is not under the care of a Physician. Z. Expenses in excess of the Reasonable and Customary charge, unless such charges are incurred at a participating provider which has oontracted with the PPO network selected by the Employer. AA. Services received from a Hospital or a medical department maintained by or on the behalf of a group our Employer; a mutual benefit association; labor union; or trustee. BB. Services for which the Covered Person incurs no charge, or for which the Covered Person would have no obligation to pay. Page 80 voL--.Z =JPAc~E,~a6 ~J • • LLIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS DEDUCTIBLE PLAN... CONTINUED CC. Di ouraging or participating in a riot. DD. Admit kits and any personal comfort items. ' EE. Services, surgery, or supplies in connection with or related to: i gender dysphoria; transsexual surgery; sex transformation or sexual dysfunction; infertility; promotion of fertility through extra-coital reproductive technologies including, but not limited to, artificial insemination, intrauterine insemination, super ovulation uterine capacitaticn enhanoement, direct-intraperitonsal insemination, trans-uterine tubal insemination, gamate intrafallopian transfer, prormclear cocyte stage transfer, zygote intra-fallopian transfer, and tubal ent yo transfer; in-vitro fertilization per; any diagnostic treatment measures not recognized as orthodox and widely accepted by organized medicine (e.g. acupuncture, biofeedback, Laetrile); surgery for excess fat in any area of the body; resection of excess skin or fat following weight loss or Pr pmncy; eW-cplasty for cosmetic purposes; breast enlargements or reduction; ciprmahracipn~ FI wigs or hair prostheses. FF. Supplies or equipment such as: F air corx1iticners, debu midifiers, air purifiers; , arch supports, corrective devices placed in stases, corrective or orthopedic shoes; heating pads, hot water bottles, hone enema equipment, rubber gloves; ; deluxe equipment; escalators or elevators; modifications to dwellings, property or automobiles, such as f motorized transportation equipment, sauna equipment, exercise equipment, telephones, televisions, swimming pools, whirlpools, or other similar equipment; or for menbership in clubs or spas. t c CHG. Administrative fees, sales tax (except as shown as an eligible medical expense) or interest. HH. Rental or purchase of txw portatien devices (i.e. vans, cars, airplanes, etc.). II. Skilled Musing Facility expenses incurred in connection with: Drag addiction; Alcoholism; Mental retardation; Mental disorder. Page 81 VOL_ 2 __PAQR,12 7. LIMITATIONS AND EXCLUSIONS APPLICABLE TO THE MEDICAL BENEFITS DEDUCTIBLE PLAN... CONTINUED JJ. Home Health Services: Not specified in the home health care plan; For transportation; For general hotuse}ceepinng services; For custodial care. KK. Elective abortion; however, the following abortions will be considered payable if considered legal in the state in which they are performed: To preserve the life of the Oovered Person; As a result of oomplicatiaLS of pregnant'; or As a result of incest or rape. LL. Obesity, or in Connection with obesity, weight reduction, or dietetic control, except for life threatening morbid obesity and disease etiology. PM. Charges in excess of the maximums specified in the Schedule of Benefits. PIN. Charges made by an assistant surgeon in excess of 20 percent of the surgeon's allowable charge or for charges made by a co-surgeon in excess of the Reasonable and Customary Charge. For purposes of this limitation, allowable charge means the amount payable to the surgeon prior to any reductions due to Oo-payment or Deductible amounts. 00. Hospice Care charges: Not approved by the attending Physician; For transportation; or Fbr custodial care (services or supplies provided to assist a person in daily living - e.g. personal grooming). PP. Charges for voluntary. sterilizaticn. RR. Pre-existing Conditions, except as outlined in the Pre-Existing Conditions Article of this Plan. ************~****END OF ARTI + t Page 82 3' • ARTICLE VII (SECTION D) PRE-EXISTING CONDITIONS DEDUCTIBLE PLAN A pre-existing condition is any sickness or accidental injury for which a Covered Person received any medical treatment or advice, or took any medication before becoming covered under the Medical Coverage portion of the Plan. Expenses relating to a pre-existing condition are not covered under the medical Coverage portion of the Plan until the Covered Person has satisfied the requirements below. After a Covered Person becomes covered for Medical Coverage under the Plan, the Plan covers expenses related to a pre-existing condition when one of these is true: • a. A Covered Person has not incurred any expenses, received any medical treatment or advice, or taken any medication for the sickness or accidental injury for at least three (3) consecutive months. The three (3) months must end on or after the date the person beoames oovered uncles the Plan for Medical Coverage. b. The Covered Person has been covered for Medical Coverage under the Plan for at least twelve (12) consecutive months. NMICE: The Pre-existing Condition limitation does not apply to adapted children from the date of placement in the covered employee's home, provided application for dependents' coverage is in force or, if this is the first newly eligible dependent, application is made within 31 days fran the date the adopted child is placed in the covered employee's home. This Plan Dooimw_nt is a restatement of the Employer's Plan that became effective September 1, 1992; therefore: 1. Credit toward satisfaction of the 12 month period will be given for the number of months the Covered Person had been covered by the Employer's Plan prior to the change in reinsurance carriers and/or Plan Supervisor; and 2. The limitation shown in a. and b. above will not apply to a Covered Person who, cn the day immediately preceding the effective date of the change in reinsurance carriers and/or Plead Supervisor, was covered under the Plan and not under the pre-existing limitation. ******r*r**Et~ID OF ARTICLE*************r******* •I ' Page 83 . vo~2- PAa"a9 f . ~j ARTICLE VIZ (SECTION E) DEDUCTIBLE PLAN THE DENTAL DEDUCTIBLE INDIVIDUAL CP112MM YEAR DENTAL DEDUCrIME The Individual Calendar Year Dental Deductible, as shown in the Schedule of Benefits, applies to eligible expa-ses per Covered Person for each calendar year. Such Individual Calendar Year Dental Deductible must be satisfied before any benefits are payable under the Plan. The Individual Calendar Year Dental Deductible, however, may be waived for certain types of eligible expenses if specified in the Schedule of Benefits. CALENDAR YEAR DE DUCTME CARRY FUM41ARD Any expenses which were incurred and applied against the Calendar Year Dental Deductible during the last three (3) months of that calendar year will be applied toward satisfaction of the Calendar Year Dental Deductible amount for the next following calendar year. MAXI" FAMILY CALENDAR YEAR DEDUMBLE The Dental Deductible is considered met for all Covered Persons for the remainder of the calendar year if three (3) covered members of the family each meet the Dental Deductible in that calendar year. SPECIAL TRANSITIM PR0VISI0N Credit will be given for Covered Persons who have had expenses applied to this Plan's 1995 deductible. l r * OF ARTICLE****************************** i f t 't i• t Page 84 DAG -J 8-5 E.4=1~2 r • • V® t 1 i, ARTICLE VII (SECTION F) ELIGIBLE DENTAL EXPENSES DEDUCTIBLE PLAN Dental Coverage pays benefits if the Covered Person incurs covered dental expenses. The Schedule of Benefits shows the percentage and the maximum benefit payable. The Limitations and Exclusions Applicable to Dental Expenses shows the expenses excluded under the Dental Coverage. The Plan pays benefits if all of the following conditions are met: The Covered Person, incurs covered expenses while covered for Dental Coverage. which are over the deductible amount during the accumulation period. because of a treatment or service prescribed by a docbor or dentist. The covered expenses are not payable under the Medical Coverage portion of this Plan, or in excess of the Dental maximum benefit which is shown on the Schedule of Benefits. The treatment or service not be appropriate and wired. The Plan will determine whether or not a treatment or service is necessary. The Plan may use a oonsultirg service or peer review to assist in making that determination. The Plan pays a percentage (the benefit percentage) of covered expenses remaining over the deductible. The Schedule of Benefits shows the benefit percentage applied to each type of treatment. The maximum benefits apply far each calendar year. The Plan pays only the reasonable and customary charges for the treatment or service according to the Schedule of Benefits in effect on the date the treatment or service is received. The Plan pays Dental benefits up to the Maximum Lifetime Benefit for each Covered Person while covered for this oove4age. The Schedule of Benefits shows the maximan lifetime benefit. The general types of dental treatments covered under this Plan are Types I, II, and III. Procedures shown under each Type of service include, but are not limited to: Page 85 I ELIGIBLE DENTAL EXPENSES DEDUCTIBLE PLAN... CONTINUED A. Type I, Preventive and Diagnostic Treatment, are not subject combined Medical and Dental Deductible: Prophylaxis performed by a dentist or dental hygienist. Routine examinations (2 times per calendar year). Routine bitewing x-rays (2 times per calendar year). Flouride treatments if less than 19 years old (2 times per calendar year). Full mouth x-rays, one set in a period of 36 months. Space maintainers for missing primary teeth. Taq ary treatment needed to ease dental pain. Diagnostic x-rays and laboratory procedures. Application of sealants to the Permanent molars of a oovered dependent child if at least 6 years of age but less than 14 Years of age. The Plan pays for one application every 3 years- B. Type II, Basic Services, are subject to the combined medical and Dental Deductible, and include: Amalgam, silicate, acrylic and composite fillings. Pulling of teeth, including removal by surgery of impacted wisdom teeth, except when due to preorthodontic treatment. Medicine or prescribed drugs for dental conditions. Root canal therapy - erxbdontics. Periodontal therapy to stop any severe and recurring symgrtoms including periodontal prophylaxis and occlusal adjustments. Consulting with your dentist or doctorwhen required, except when due tc> preorthodoitic treatment. Surgery to prepare dental ridges for prosthetic appliances. Oral surgery performed by the Covered Person's dentist or doctor- within 6 months of an accidental injury to the Covered Person's jaw or natural teeth. Prosthetic appliances are included. General anesthesia fororal surgery, except when due to prearthodontic treatment. Emergency care and treatment of the jaw or natural teeth received within 72 hairs after the first visit. Page 86 v0 ,PAC , • • ELIGIBLE DENTAL EXPENSES DEDUCTIBLE PLAN... CONTINUED Relining or re-basing after 6 months from the date of placement of a denture. The Plan covers only one relining or rebasing in a period of 36 consecutive months. Repair of dentures or bridgework. Oocluasal guards. C. Type III, Major Services, are subject to the combined Medical and Dental deductible. A pretreatment estimate must be submitted to the Plan. The Plan must approve the service or treatment before it begin. 0overed services include: Inlays, onlays, crowns and build-ups for crowns; when the tooth cannot be restored with a filling or when needed as a support for a bridge. First placement of bridges. First placement of partial or full dentures. Bridge or denture replacement if: a. over 5 years from the last placement and not sezvicable, or b. the existing denture can't be used because of the first placement of an opposing full denture. Any benefits paid for temporary crowns, bridges or dentures are subtracted from benefits paid for permanent crowns, bridges or dentures. The total benefit paid for taTorary dentures will not be over the maximum benefit for permanent dentures. ************F2m OF ARTICT.E*is~ar*******,t**************** Page 87 VOL-7 ,PAG 33 i ARTICLE VII (SECTION G) LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL EXPENSES DEDUCTIBLE PLAN No benefits are provided under this Plan for dental expenses in connection with dental treatment when charges are incurred for: A. Services which are paid for by a government or given to a covered Person without charge if coverage was not in force. B. Accidental injury suffered while working for pay or profit. Exception: The Plan pays benefits for actively employed partners and business owners not eligible for coverage under a Worker's Compensation Act or similar law. C. Dental treatment for cosmetic reasons. Exception: The plan pays expenses for cosmetic surgery or treatment which is required-: 1. because of an accidental injury which took place while covered under for this benefit; 2. for facings for crowns on molar teeth if needed as a result of an accidental injury; 3. for a birth defect or illness of a covered dependent child born while covered under this Plan. D. Dental treatment received from: 1. the employer's dental or medical department; 2. a mutual benefit association; 3. a labor union; 4. a trustee; or 5. any or similar group. for which the Covered Person is net required to pay. E. Dental checkups or dental screening by an employer, a school or a government. F. Any experimental treatment. G. Dietary planning, plaque control or 6ral hygiene instructions. ' H. Missed appointments or completion of claim foams. I. Any resboacations or treatment used mainly to keep periodontally involved teeth from moving or to restore occlusion. Page 88 vc) P'AG. 1 4 •i 0 i LIMITATIONS AND EXCLUSIONS APPLICABLE TO DENTAL EXPENSES DENTAL PLAN... CONTINUED J. Replacement of a lost or stolen prosthetic device or any other device or appliance. K. Any dentures, crowns, inlays, onlays, bridgework or other appliances or services mainly for increasing vertical dimension. L. Replacement of dentures or bridgework if less than 5 years from the last denture or bridgework placement. Excepticn: The Plan pays for denture or bridgework replacement if the existing dentures or bridgework cannot be used because of fi=st placement of an opposing denture. M. Sickness or accidental injury resulting from an act or war or while on military service for any count=y while covered for this coverage. N. Flcuride treatments after age 18. 0. Orthodontic treatment including preliminary diagnostic procedures, removal of teeth and correction of occlusion. P. The first placement of dentures or bridgework to replace teeth removed before this coverage begins. * * ***********IIID OF ARTICLE** * * *r * r******* Page 89 a H, vo ,PAQK,.-mss a a j F r i s, ARTICLE VIII COORDINATION OF BENEFITS CO-PAY AND DEDUCTIBLE PLANS r;u D T cm Allowed Egxmse the reasonable and customary expense for medical or dental care or treatment. Part of the expenses must be covered sander at least one of the plans covering the Covered Person. When the Plan provides benefits for an item of expense incurred for care provided by a PPO provider, the allowed expense is limited to the payment that the provider agreed to accept as a member of the PPO designated facility. Coordination of Benefits The way benefits are payable under more than one health or dental plan. Under coordination of benefits, the Covered Person will not receive more than the allowed expenses for a loss. Plan any of the following providing medical or dental benefits or services: This Plan. • Any group, blanket or franchise health insurance. A group contractual prepayment or indemnity plan. A Health Maintenance Organization (HND), whether group practice or individual practice association. A labor-management trusteed plan or a union welfare plan. An employer or multi-employer plan or employee benefit plan. A goverTinent program. Insurance required or provided by statute. t .J ,t a Plan does not include any individual or family policies or contracts or public medical assistance programs. Primary PL3n/Seoondazy Plan when this Plan is primary, its benefits are determined before those of the other plan. The benefits of the other plan are net considered. When this Plan is secondary, its benefits are determined after those of the other plan. Its benefits may be reduced because of the other plan's benefits. When there are move than two (2) plans, this Plan may be primary as to one and may be secondary as to another. How are benefits paid when there is moue than one plan? This coordination of benefits provision applies when a fired Person has health coverage under more than one plan. If this provision applies, the benefit determination rules state whether this Plan pays before or after another plan. The benefits of this Plan: Will not be reduced when this Plan is primary. May be reduced when another plan is primary and this Plan is secondary. The benefits of this Plan are reduced so that they and the benefits payable under the other plan do not total more than 100% of the allowed expenses. Page 90 vas~ pAO~.~ t , 11 , A f i i 1 t f 3 . r i I ` i • A • COORDINATION OF BENEFITS CONTINUED How does the Plan determine which plan pays first? This Plan determines its order of benefits using the first of the following which applies: 1. General. A plan that does not coordinate with other plans is always the primary plan. 2. Non-dependent/DePendant. The benefits of the plan which covers the person as an employee, member or subscriber (other than a dependent) is the primary plan; the plan which covers the person as a dependent is the secondary plan. 3. Dependent child/Parents Not separated or Divorced. Except as stated in (4) below, when this Plan and another plan cover the same child as a dependent of different parents: a. the primary plan is the plan of the parent whose birthday (month and date) falls earlier in the year. The secondary plan is the plan of the parent whose birthday falls later in the year, but b. If both parents have the same birthday, the benefits of the plan which covered the parent the longer is the primary plan; the plan which covered the parent the shorter time is the secondary plan. c. If the other plan does not have the birthday rule, but has the .gender rule and if, as a result, the plans do not agree on the order of benefits, the rule in the other plan will determine the order of benefits. 4. Dependent Child/Separated or Divorced Parents. If two or more plans cover a person as a dependent child of divorced or separated parents, benefits for the child are determined in this order: a. First, the plan of the parent with custody of the child; b. Then, the plan of the spouse of the parent with custody; c. Finally, the plan of the parent without custody of the child. However, if the specific teams of a court decree state that one parent is responsible for the health care expenses of the child and the entity obligated to pay or provide the benefits of t'..e plan of that parent has actual knowledge of those terms, that plan is the primary plan. This paragraph does not apply with respect to any benefit period or plan year during which any benefits are actually paid or provided before the entity has actual knowledge. 5. Active/Inactive Employee. The primary plan is the plan which ewers the person as an employee who is neither laid off or retired (or as that employee's dependent). The secondary plan is the plan which covers that person as a laid off or retired employee (or as that employee's dependent). If the other plan does not have this rule, and if, as a result, the plans do not agree on the carder of benefits, this rule does not apply. Page 91 7 f l COORDINATION OF BENEFITS... CONTINUED 6. Lodger/Sharber Length of Coverage. If none of the above rules determines the order of benefits, the primary plan is the plan which covered an employee, member or subscriber longer. The secondary plan is the plan which covered that person the shorter time. Wat is the effect of Nedicare on benefits? Age 65 and Over If the employee is an active employee age 65 or over, the employee must elect: the Plan as his/her primary medical coverage and Medicare as the secondary medical coverage: or Medicare for his/her medical coverage. The covered dependent spouse, age 65 or over of any active employee, mist also make an election. If the employee elects Medicare as his/her medical coverage, the employee's covered dependent spouse will also have Medicare as his/her medical coverage. If the employee elects the Plan as his/her primary medical coverage, the employee's covered dependent spouse may elect Medicare as his/her medical coverage or he/she may oontinue coverage under the Plan. Until an election is made coverage will automatically continue under the Plan. If Medicare is elected, coverage under the Plan will germinate. Medicare is primary and the Plan will be secondary for an employee if the employee is an entitled individual age 65 or over and retired. Medicare is primary and the Plan will be secondary for the employee's covered dependent spouse who is an entitled individual if both the employee and the employee's covered dependent spouse are age 65 or over and retired. When Medicare is primary and thQ Plan is secondary, Medicare (Parts A and B) will be considered a plan for the purposes of coordination of benefits. The plan will coordinate benefits with Medicare whether or not the employee or the employee's covered dependent spouse is/are actually receiving Medicare benefits. Under age 65 The Plan is primary and Medicare will be seoondary for an employee or the employee's covered dependent spouse or child who is under age 65 and eligible for medicare by reason of disability. The employee must be considered an employee of the arployer, that is, not retired or otherwise not considered an employee. If an employee is retired or not otherwise an employee, Medicare is primary and the Plan will be secondary for an employee or the employee's covered dependent spouse or child who is/are under age 65 and eligible for Medicare by reason of disability. Medicare will be considered a plan for purposes of coordination of benefits. The Plan will coordinate benefits with Medicare whether or not the employee or the employee's covered dependent spouse or child is/are actually receiving Medicare benefits. Page 92 1/1-~ C~ COORDINATION OF BENEFITS... CONTINUED What is the Effect of Medicaid on benefits? The Plan is primary and Medicaid will be secondary for an employee or an employee's covered dependent. Benefit payments will be made by the Plan in accordance with any assigmmmts made by the employee or on the employee's covered dependent's behalf as required by the state Medicaid plan. The employee's or the employee's covered dependent's qualification for Medicaid does not affect eligibility for coverage under the Plan. The plan will honor any subrogation rights acquired by the state by having paid Medicaid benefits to an employee or an employee's covered dependent. Permanent Kidney Failure The plan is primary and Medicare will be secondary for an employee or an employee's covered dependent spouse or child during the first 18 months in which an employee or an employee's covered dependent spouse or child is eligible for Medicare because of permanent kidney failure. Otherwise, Medicare is primary and the Plan will be secondary. Medicare will be considered a plan for purposes of coordination of benefits. The Plan will coordinate benefits with Medicare whether or not an employee or an employee's covered dependent spouse or child is actually receiving Medicare benefits. What happens when this Plan's benefits are reduced? When the benefits of this Plan are reduced, each benefit is reduced in proportion, it is then charged against any applicable benefit maxim n of this Plan. Any benefit amount not paid uxler the Plan because of coordinating benefits becomes a benefit credit under the Plan. This amount can be used to pay any added allowed expenses the employee or the employee's covered dependent may incur during the remainder of the benefit period, including any out-of-pocket expenses payable under the Plan. What are the Plan's rights to get needed information? Certain facts are needed to coordinate benefits. The Plan has the right to decide which facts are needed. The Plan may get needed facts from or give them to any other organization or person. The Plan need not tell, or get the consent of, any person to do this. Each person claiming benefits under the Plan must give the Plan any facts needed to pay the claim. Page 93 ' voL__2_.._PAaE,, 1 t COORDINATION OF BENEFITS... CONTINUED What if benefits are not paid oorrectly7 it I it A payment made under another plan may have included an amount which should have been paid under this Plan. If it does, the Plan may pay that amount to the organization that made the payment. That amount will then be treated as though it were a benefit paid under this Plan. The Plan will not pay that amount again. The tarn "payment made" includes providing benefits in the form of services. In this case "payment made" means the reasonable cash value of the benefits provided in the form of services. If the amount of the payments made by the Plan is n10re than the Plan should have paid, the Plan may recover the excess from one or more of the following: The persons the Plan had paid or for whom the Plan had paid. Insurance oarpanies. Other organizations. The "amount of payments made" includes the reasonable cash value of any benefits provided in the form of services. What is the effect of no-fault auto insurance an benefits? First party auto insurance coverage is considered primary. The Plan coordinates the benefits payable hinder the Plan with the first party benefits that auto insurance pays or would pay without regard to fault for the same covered expenses. This a' 'applies to the extent first party auto insurance coverage is legally required but not in force. No credit will be given for savings due to this coordination of benefits. t *****t*****END OF ARTICLE* 45 Page a~ 7~ ARTICLE IX • HEALTH MAINTENANCE ORGANIZATION - EFFECT ON BENEFITS CO-PAY AND DEDUCTIBLE PLANS When a Covered Person (either a covered employee or the covered employee's dependents) is eligible to participate in a qualified Health Maintenance Organization Plan, (hereafter referred to as "tM"), benefits will be payable under this Plan in accordance with the following: A. If a Covered Person participates in an IM Plan Provided by the ; Moyer, no benefits will be payable under this Plan for the Covered Person. B. If a Covered Person is covered under an HM plan provided by other than the Employer and if this Plan is determined to be primary (first to pay) as defined under the Coordination of Benefits provision of this Plan (hereafter referred to as "OOB"), then benefits will be payable only if the HK) provider furnishes an itemized statement for services rendered and benefits are assigned to the HIED provider or the FMD itself. • C. If the Covered Person is covered under an IM plan provided by other than the Employer and if this Plan is determined to be secondary (second to pay) as defined under the COB provision of this Plan and if the Covered Person elects to avail themselves of the BM facilities, then only those charges which have not been covered by the HM plan will be eligible under this Plan. The Covered Person must submit an itemized copy or receipt for any charge oracle by the E43 which have not been covered by the KM and a copy of the HM's plan of benefits. D. If the Covered Person is covered under an HW plan provided by other than the Employer and if this plan is determined to be secondary (second to pay) as defined under the OOB provision of this plan and if the Covered Person or the Covered Person's Dependents elects not to avail themselves of the HM facilities, then the only expenses that will be eligible under this Plan are those which the Covered Person would have had to pay under the HM plan if they had availed themselves of the KID benefits for which they are eligible. The Covered Person moist submit an itemized copy of his medical expenses and a copy of the IM Is plan of benefits. OF ARTICLE******,~t,~ritie*,r+►t***** Page 95 . VOL- 7_ 9) A In jr%Q k ~r ( I 1 r l r I S ARTICLE X CLAIMS CO-PAY AND DEDUCTIBLE PLANS A. It is suggested that written notice of claim be given to the Employer within 90 days after the oast of any claim covered by the Plan or as soon thereafter as is reasonably possible. In any event, claims will not be accepted more than one year and 90 days following the date of the loss, except in the case of legal incapacity. B. an receipt of written notice of claim the Employee will furnish the claimant with forms for filing proof of claim. If the forms are not furnished within 15 days after filing notice of claim, the claimant shall be deemed to have complied with the req~ ent for filing proof of claim by virtue of having filed entice of claim. C. In order to be considered eligible for payment, written proof of claim must be submitted to the Plan Supervisor within 90 days after the loss or as soon as reasonably possible. In any event, claims will not be accepted more than one year and 90 days following the date of the loss, except in the case of legal incapacity. When an Employee's coverage terminates for any reason, written proof of claim must be given to the Employer within 30 days of the date of termination of coverage, provided that the Plan remains in force. Hower, upon termination of the Plan, final claims must be received within 30 days of termination. Claims will be paid within a reasonable period of time following receipt of written proof, from available benefit fund deposits made by the Employer. D. Failure to furnish notice or proof within the time provided shall not invalidate nor reduce any claim if it shall be shown not to have been reasonably possible to furnish such notice or proof, and that such notice or proof was furnished as soon as was reasonably possible. E. The Plan shall have the right (at its own expense) to require a claimant to undergo a physical examination, when and as often as may be reasonable. Where not forbidden by law, the Plan may have an autopsy made if the employee or covered dependent dies while covered under the Plan. F. Payment of any claim will be made to the Employee unless he has previously authorized payment to a person rendering services, treatments or supplies. If the Employee dies before all benefits have been paid, the remaining benefits may be paid to any relative of the Employee or to any person or corporation appearing to the Plan to be entitled to payments. The Plan shall fully discharge its liability by such payments. G. No legal action against the Plan for the recovery of any claim shall be commenced within 60 days or after thred years from the expiration of the time in which proof of claim is required. H. In the event that the claim of any person to all or any part of any payment or benefit under this Plan shall be denied, the Plan shall provide upon request to the claimant, a written notice setting forth, in a manner calculated to be understood by the claimant: 1. The specific reason or reasons for the denial; f i I r I I r I ` I j r t Y 1 , r 4 r Page 96 VOL--7 _PAGF, 4 4/10 01 CLAIMS... CONTINUED 2. Specific references to the pertinent Plan provisions on which the denial is based; 3. A description of any additional material or information neoestu-my for the claimant to perfect the claim and explanation as to wh; such material or information is neoessaxy; and 4. An explanation of the Plan's claim prooedure. I. If any indemnity of the Plan shall be payable to a Covered Person who is a minor or otherwise not competent to give a valid release, the Plan may pay such indemnity up to an amount not to exoeed $1,500.00 to any relative by blood or connection by marriage of the Covered Person who is deemed by the Plan to be equitably entitled thereto. Any payment made by the Plan in good faith and pursuant to this provision shall fully discharge the Plan to the extent of such payment. J. The Covered Person shall have the sole right to select his own physician, surgeon, and hospital and a physician-patient relationship shall be maintained. * * ***************END OF ARTICLE* 0~ Fi Page 97 ' r P ARTICLE XI SUBROGATION CO-PAY AND DEDUCTIBLE PLANS Immediately, upon payment of any benefits under the Plan, the Employer shall be subrogated to any and all of the Covered Person's rights of recovery against any person or organization whose course of conduct or action Caused, or contributed to, the loss for which payment was made under the Plan. As a condition of receiving benefits under the Plan, the Covered Person shall agree to cooperate with the Employer in reoovering such payment from any such person or organization: to take such action, to furnish such information, and to execute such instruments as the E]nployer may require: and to repay to the Plan any amounts received from any such person or organization, to the extent such amounts are paid on account of the lass for which payment was made by the Plan. The Covered Person shall take no action, including but not limited to settlement of any cause of action, which prejudices or may prejudice the subrogation rights retained by the Ehployer. *yac***r* *EIm OF ARTICLE****** ft+k**t* • • • • ARTICLE XII INCONTESTABILITY CO-PAY AND DEDUCTIBLE PLANS A Covered Person has a oontestable period starting with the effective date of a Covered Person's coverage and continuing for two (2) years while such person is living. During that two (2) years, the Plan can contest the validity of his/her coverage because of inaccurate or false information received relating to the covered Person's proof of good health. Only statements that are in writing and signed by the employee or dependent, or by the employee on behalf of his/her deperx3ent, can be used to contest the Covered Person's coverage. ***********>****~t*atp,ID OF ARTICLE********************* Page 99 it E V } F a ARTICLE XIII ADMINISTRATION CO-PAY AND DEDUCTIBLE PLANS A. The Employer is the Plan Administrator and, as such, may delegate adnisistrative duties to oom dttees and/or individuals. Reference in this "Administration" Article to "Employer" shall include any camdttee and/or individual to wham such adnini..strative duties have been delegated. B. The Employer shall administer the Plan in accordance With its tenons, and shall have all powers necessary to carry out the pravisio of the Plan. The Employer shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Employer shall be conclusive and binding on all persa-s except as otherwise expressly provided herein. C. Subject to the limitations of the Plan, the Employer shall from time to time establish rules for the administration of the Plan and transaction of its business. Without limiting the generality of the above sentence, it is specifically provided that the Employer shall set forth in writing, available for inspection by any interested party, the Plan Docurnent and the procedures to be followed in presenting claims for benefits under the Plan. In case of any factual dispute hereunder, the Employer shall resolve such dispute giving due weight to all evidence available to it, interpret the Plan and determine all questions arising in the administration, interpretation and application of the Plan. All such determinations shall be final, conclusive and binding except to the extent that they are appealed tender the following claims procedure. In the event that the claim of any person to all or any part of any payment of benefit under this Plan shall be denied, the Employer shall provide to the claimant, within sixty (60) days after receipt of such claim, a written notice setting forth, in a mariner calculated to be understood by the claimant: 1. The specific reason or reasons for the denial; 2. Specific reference to the puti.nent Plan provisiane on which the denial is based; 3. A description of any additional material or information necessary for the claimant to perfect the claim and an explanation as to why such material or information is necessary; and 4. An explanation of the Plan's claims procedure. A decision by the 03m dttee will be made not later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which event a decision should be rendered as soon as possible, but in no event later than one hxxked and twenty (120) days after such receipt. The Employer's decisions on review shall be written and include specific reasons Page 100 h i ADMINISTRATION ...CONTINUED for the decision, written in a manner calculated to be understood by the claimant with specific reference to the pertinent Plan provisions on which the decision is based. D. The Employer may authorize any one or more of its officers or employees to execute any document or documents on behalf of the Employer. E. The Employer may appoint such accountants, Invesbne..nt Manager, counsel, specialist and other persona as it deans neoessary or desirable in connection with administration of this Plan. F. The Employer shall keep all such books of aooornt, reCords, and other data as may be necessary for proper administration of the Plan and to meet the disclosure and reporting require ants of MUSH. The Employer shall be respcansible for the preparation and filing of all reports and other documents that a Plan Administrator is required under law to file with any Governmental Agency having jurisdiction over the Plan, and all reports to participants and beneficiaries. G. The Employer shall not take action with respect to any of the benefits provided hereunder which would be discriminatory in favor of Participants or Employees who are officers, shareholders, or highly-compensated employees or which would result in benefiting one Participant, or group of Participants, at the expense of another, or in the application of different rules to substantially similar sets of facts. H. All expenses of administering the Plan shall be paid by the Plan or from the general assets of the Employer. Such expenses shall include any expenses incident to the functioning of those to whom the Employer has delegated duties, including, but not limited to, the payment of professional Zees of oou nsel, accountants, and any other agents and the costs of a&,dnistering the Plan. I. The Employer may employ such counsel, aooaartants, actuaries, consultants and other agents as it shall deem advisable. The compensation of such counsel, accountants, actuaries, consultants and other agents and any other expenses incurred in the administration of the Plan shall be paid by the Plan or from the geinesal assets of the Employer. J. The Employer shall indenntfy those to wham the Employer has delegated duties against any and all claims, losses, damages, expenses and liabilities arising from their responsibilities in oonneetion with the Plan, unless the same is determined to be due to gross negligence, willful misoonduct or lack of good faith. > **k****** r ****END OF ARTI Page 101 vo~.1_pAGF...~ 7_ 1Z~ 1 ARTICLE ]HIV AMENDMENTS CO-PAY AND DEDUCTIBLE PLANS A. The Employer shall have the right from time to time to amend the Plan in a manner not inoonsister►t with the Plan provided that no such change shall deprive any Participant of any vested interest hereunder. Any action by the Employer under this Plan may be by resolution by any person or person duly authorized by resolution of the Employer to take such action. B. No amendment or amendments to this Plan will cause any pa=t of funds to be used for, or diverted to, any purpose other than the exclusive benefit of eligible Employees, their eligible dependents or beneficiaries: provided, however, that the Employer may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with the Internal Revenue Code. ***********END OF ARTICLE****k** r * * ~r * I ..1 _ 1 • C7 * *******************END OF ARTIQE**************** 1 Page 103 ARTICLE XV RESERVATION OF RIGHTS BY THE EMPLOYER AND LIMITATIONS OF RIGHTS OF PARTICIPANTS CO-PAY AND DEDUCTIBLE PLANS A. Although it is the intention of the Employer that the Plan shall be continued and its contributions made regularly, the Plan is entirely voluntary on the part of the Employer and the continuance of the Plan and the payments thereunder are not assumed as a contractual obligation of the Employer. B. This plan shall not be deemed to constitute a contract between the Employer and Employee or to be a consideration or an inducement for the employment of any Employee. Nothing contained in this Plan shall be deemed to give any Employee the rights to be retained in the service of the Employer or to interfere with the right of the Employer to discharge the Employee at any time regardless of the effect which such discharge shall have upon him as a Covered Person of the Plan. ' j~ ARTICLE XVI TERMINATION OF PLAN CO-PAY AND DEDUCTIBLE PLANS While the Employer fully expects that this Plan will continue indefinitely, due to unforeseen, future business contingencies, perky of the Plan will be subject to the Employer's right to amend or terminate the Plan at any time without prejudice. ***kEND OF ARTICLE*************** Page 104 • /I VO 1 i 1 11 i Q I i ARTICLE XVII UNIFORM PROVISIONS CO-PAY AND DEDUCTIBLE PLANS A. For the purpose of determining the applicability of and implementing the terms of this provision of this Plan or any provision of similar purpose of any other plan, the Administrator may, without consent of or notice to any person, release to or obtain from any other insurance company or other organization or person any information, with respect to any person, which the Administrator deems to be necessary for such purposes and in so acting the Administrator shall be free from any liability that might arise in relation to such action. Any person claiming benefits under this Plan shall furnish to the Administrator such information as may be necessary to implement this provision. B. Whenever payments which should have been made under this Plan in accordance with this provision have been made under any other plans, the Administrator shall have the right, exercisable alone and in its sole discretion, to pay over to any organization making such other payments any amounts it shall determine to be warranted in order to satisfy the intent of this provision, and amounts so paid shall be deemed to be benefits paid under this Plan, and the Administrator shall be fully discharged from liability under this Plan. C. Whenever payments have been made by the Administrator with respect to allowable expenses in a total amount, at any time, in excess of the maximum amount of payment necessary at that time, to satisfy the intent of this provision, the Administrator shall have the right, exercisable alone and in its sole discretion, to recover such payments to the extent of such excess from among one or more of the following, as the Administrator shall determine: any persons to, or for, or with respect to, wham such payments were made, any other insurance companies, any other organizations. D. The Plan docment and the individual application, if any, of the covered Employee constitutes the entire contract between the parties, and any statement made by the Employer or by any Covered Employee shall, in the absence of fraud, be deemed representations and not warranties, and such statements made for the purpose of effecting coverage may be used to avoid such coverage or reduce benefits only if contained in a written instrument signed by the Employer or the Covered Employee. *******Et~ OF ARTICLE****************************** Page 105 t ' i ARTICLE XVIII MISCELLANEOUS CO-PAY AND DEDUCTIBLE PLANS A. Neither the establishment of this Plan, nor the creation of any account, nor the payment of any benefits, shall be construed as giving any Employee or any other person any legal or equitable right against the Employer, except as expressly provided herein, nor as constituting a contract of employment, nor as enlarging, modifying, or affecting in any way the tenure or terms of employment of any Employee with his Employer. B. For purposes of Part 4 of Title I of the Employee Retirement Income Security Act of 1974 (ERISA), if applicable to this Plan, the Employer, the Committee, shall each be named fiduciaries. All actions by named fiduciaries shall be in accordance with the terms of the Plan insofar as such documents are consistent with the provisions of Title I of the Employee Retirement Income Security Act of 1974. Each named fiduciary shall act solely in the interest of Participants, their eligible dependents and beneficiaries and for the exclusive purpose of providing benefits and defraying reasonable aduinistsative expenses. Each named fiduciary shall discharge his duties hereunder with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. C. The Employer shall be'respo Bible for the administration and management of the Plan except for those duties hereinafter specifically allocated to the Committee. Each fiduciary shall be responsible only for the specific duties assigned above and shall not be directly or indirectly responsible for the duties assigned to another fiduciary. The Employer shall be deemed the administrator for purposes of the Employee Retirement Income Security Act of 1974. D. This Agreement is made in the contemplation of applicable Federal Law and shall be construed in accordance with the applicable provisions 1 thereof. Otherwise, the Agreement shall be amst r ued and regulat&I by the laws of Texas. E. Whenever it is permitted or required that the Employer do or perform any act (as distinguished from any act permitted or required of the Cannittee), it shall be dome and performed by the Employer and evidenced by notice or instructions in writing or certified copies of Resolutions of its Board of Directors, upon which the Committee is authorized to rely. F. In making any distribution to or for the benefit of any minor or incompetent beneficiary, the Commmittee, in its sole, absolute and unoontrolled discretion may, but need not, order such distribution to a legal or natural guardian, tutor, or other relative of such minor or court appointed committee of such incompetent, or to any adult with Page 106 vnL 2 p~GE,6sz !fl F k k 1 • • MISCELLANEOUS ...CONTINUED t wham such minor or inc etent temporarily or permanently resides, and any such guardian, committee, curator, relative or other person shall have full authority and discretion to expend such distribution for the use and benefit of such minor or incompetent, and the receipt of such guardian, committee, curator, relative or other person shall be a complete discharge of responsibility on the part of the committee to see to the application thereof. G. Any benefit payable to, or on behalf of, a Participant or former Participant which is not claimed shall not bear interest, but shall be deemed abandoned and relinquished only if the beneficiary cannot be located after reasonable efforts at the time of termination of the plan. H. Titles of Articles and headings of Sections in this Agreement are inserted for ooroenience of reference only and, in the event of any conflict, the text of this instrument, rather than such titles or headings, shall control. I. Any rules, regulations, or procedures that may be necessary for the proper administration or functioning of this Plan that are not covered in this Plan shall be promulgated and adopted by the committee. J. In case any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Plan and this Plan shall be construed and enforced as of such illegal and invalid provisions had never been inserted herein. K. In the event of a merger or consolidation of the Employer our transfer of all or substantially all of its assets to any other partnership, corporation, or association, provision may be made by such successor partnership, corporation or association at its election for the continuance of this Agreement and the Plan created hereunder as to such successors entity. Such successor shall, upon its election to continue this Plan, be substituted in place of the Employer by an instrument duly aud=lzing such substitution and duly executed by the Employer and its successor. L. When necessary to the meaning hereof, either the masculine or the neuter pronoun shall be deemed to include the masculine, the feminine and the neuter, and the singular shall be deemed to include the plural. M. Except for assignments of reimbursements payable for coverage for hospital, surgical, or medical charges, no assignment of this Plan or any rights or benefits under this Plan shall be of any force. N. To the full extent permitted by law, all rights and benefits accruing under this Plan shall be exempt from execution, attachment, garnishment, or other legal or equitable process, for the debts or liabilities of any Employee. • Page 107- Vol PAG E I:~L k MISCELLANEOUS ...CONTINUED 0. This Plan is not in lieu of and does not affect any requirement for coverage by Workmen's ration insurance. P. No failure to enforce any provision of the Plan shall affect the right thereafter to enforce any such provision, nor shall such failure affect its right to enforce any other provision of this Plan. Q. If the schedule of benefits provides separate benefit amounts of Employees and Dependents, then the amount reimbursable under the Plan shall be the amount applicable to the individual undergoing the treatment. *********************F~ OF ARTICLE*t*****r**ir+t**** 1 J '~1 i ARTICLE XIX DISCRETIONARY AUTHORITY • The Plan Administrator shall have full discretionary authority to interpret this Plan and its provisions and regulations with regard to eligibility, benefit determination and general administrative matters. The Plan Administrator's decisions shall be binding on all Plan participants and conclusive as to all questions of coverage under this Plan. r r * ***END OF ARTICLE******** • • Page 109 a 4 - I U . ~t I~ F r; 1 I IN WITNESS WHEREOF, Brazos Comty has approved in the pmesence of the undexsigneci competent witnesses and Notary Public, after due readiM of the whole and does hereby adapt the restated Employee Benefit Plan for the EIV10yees of Brazos Qxr'ty as of the let day of November, 1995. WITNESSES: BRAZOS OOU II'Y • BY' BY: .Y y Page 110, VOL-I.PAGE,4~ I , i f S' - _ - .Jlv, v vr~ .I. (lam iiA , .~4.v Jar. y•V ^~.v - • H E A L T H I N S U R A N C E • P L A N D O C U M E N .T • i dt VO FAQ 10,6-7 _ . a., - _ . . . _ ......n. r: 7 INVESTMENT STRATEGY FOR 1996 Brazos County maintains a portfolio that supports three different types of funds available for investments made in accordance with the County's Investment Policy. These funds utilize the following strategies designed to allow for the safety of principal first and the suitability of each individual fund while earning the best possible interest rate available. The OPERATING FUNDS are to maintain liquidity in order to allow for the accounts payable and payroll expected cash flows, as well as the occasional unanticipated expenditure. The funds remaining in these accounts can be used to structure a portfolio with minimal investment rate volatility. The SPECIAL PROJECTS OR PERMANENT IMPROVEMENT FUNDS are to be structured to assure that anticipated cash flows are matched with investment liquidity. At least 10% of these funds are to be kept in highly liquid instruments to allow for fixed asset purchases or unforeseen project outlays. f The primary objective for the DEBT SERVICE FUNDS shall be to structure the maturity dates of investments to provide for debt service obligations. Adequate funds to meet each payment will be structured to coincide with said payment allowing for longer investment of any excess funds. s d ' The above-stated Investment Strategy for Brazos County was approved by Commissioners' Court on dr=ut (date). r Alvin . J s razos County Judge i ( Wok E. 3' REQUEST FOR PROPOSED INSTALLATION IN COUNTY RIGHT-OF-WAY TO THE COMMISSIONERA' COURT OF BRAZOS COUNTY, TEXAS BRAZOS COUNTY COURTHOUSE BRYAN, TEXAS 77803 Formal notice Is hereby iven that (applicant) Wickson Creek, S.U.D. proposes to place a (type) Water line the right-of-way of (road). Deer Run Dr. In Brazos County, Texas aslollows: c 173 The location or description of the proposed installation is more fully shown by 3 copies of the drawings attached to this notice. I understand and agree that: 1. The County Engineer must be notified 72 hours prior to the beginning of construction in order that they might be on hand to designate the actual location of the installation. 2. That all damage to the roadways and right-of-ways will be repaired to their original condition to the satisfaction of the County Engineer. 3. That Brazos County reserves the right to require Applicant to relocate or lower any such line at no cost to Brazos County, should same become necessary due to widening or lowering, or other alteration of the roadway or right-of-way. 4. That Brazos County is in no way responsible for any damage that might occur to any existing utility lines In the right-of-way. 5. That the !ine will be constructed and maintained on the County right-of- way In accordance with governing laws. 6. That the line or lines will be constructed no less than forty-eight inches (48") lower than the center of the roadway whether there is, or is not, a borrow ditch. r• i 7. That all sites will be barricaded during the construction period J VO Construction of this line will begin on or after (date) 25th day of March 119 96 Firm:' Wickson Creek Special Utility District By: ~saf Kent Watson Title: General Manager Address: P. 0. Box 4756 - Bryan, Texas 77805 Phone: 409-589-3030 ' APPROVED BY COMMISSIONE RS' COURT ON: 3 / Ze. i Date ti e Alvin . Jones County Judge 0.4 D THE FOLLOWING DOCUMENT IS THE BEST IMAGE POSSIBLE DUE TO THE POOR QUALITY OF THE ORIGINAL 1 . 1 io Thom 0.S A MA ' ~ El P.+" 1 0 00 - - - l~ z.Q.C V,,v n r . , - - el d Pro pa5e LA \A2;r VS " taad- Pose ; Oct un { , bore x. f ' . ~ ya 02v IasemcnA I - Pews ' e-vi~lose.,, Iota+ed . - • logoo Deaf .ter:. i,• , • ' • - TfO.~~~r, f inn o ~~.r; , w; , • .+"I,er..'+w••~a.ww,r"en.w•p~°r1'i°IV"~L~•~!y.{d~lA'Iy~MN94'~;'+!k'Al!M"ry~lrWA,~a!'~gwl ~q}y~ ~ r - ~ _ ~I 1. • • • AKIN, Gump, STRAUSS, HAUER & FELD, L.L.P. ATTORNEYS AT LAW A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS WASHINGTON, O.C. 1500 NATIONSBANK PLAZA BRUSSELS, BELGIUM DALLAS, TEXAS 300 CONVENT STREET Moscow, RUSSIA AUSTIN, TEXAS TEXAS 78205 SAN ANTONIO HOUSTON, TEXAS , NEW YORK, NEW YORK (210) 270-0800 CAX (210) 224-2035 Dken Dial: 12101 270.0824 March 21, 1996 Hon. Alvin Jones County Judge, Brazos County Brazos County Courthouse 300 East 26th, Suite 114 Bryan, TX 77803 Dear Judge Jones: This letter sets forth our proposal to act as "Bond Counsel" for Brazos County, Texas (the "County"). Bond Counsel Services. We propose to perform all usual and necessary legal services as Bond Counsel. Specifically, we will prepare and perform legal proceedings and perform other necessary legal services with reference to the authorization, sale, and delivery of bonds (including tax or revenue supported), certificates of obligation, contractual obligations, or other forms evidencing indebtedness, including the following: 1. Prepare documents calling any election, giving notice thereof, and canvassing the results. 2. Prepare all resolutions, orders, and other instruments pursuant to which certificates of obligation will be authorized, sold, and delivered in consultation with the governing body and other representatives of the County, the Financial Advisor, and any other person as directed by the County. 3. Prepare any agreements authorizing or securing the certificates of obligation, including any trust indentures if necessary. , . 4. Attend meetings of the governing body of the County to the extent required or requested with reference to the issuance of the certificates of obligation. 5. Attend meetings with prospective purchasers and meetings with rating agencies to the extent required or requested. 6. Assist in obtaining loans, credit enhancement, or other related services from fedeml or state agencies or private institutions. VOL • r ti k i ~r 4 Ij 'AKIN, Gump. STRAUSS. HAUER & FELD, L.L.P. Hon. Alvin Jones March 8, 1996 Page 2 7. Cooperate with the County and its consultants in the preparation of official statements or other securities laws disclosure documents, including review of the information therein describing the certificates of obligation, the security therefor, and the federal income tax status thereof. 8. Obtain approval of the certificates of obligation and the project to be financed from the Attorney General of the State of Texas and registration of the certificates of obligation by the Comptroller of Public Accounts of the State of Texas, to the extent required by law. 9. Supervise the execution of the certificates of obligation and delivery thereof to the original purchasers. 10. When so delivered, render our opinion covering the validity of the certificates of obligation and the tax exempt status of the interest thereon under federal income tax laws. 11. Follow-up advice concerning various subjects such as the application of bond proceeds, new developments in the law concemirig bond issues, and changes in industry practices. Compensation. Specifically, our fee in connection with the issuance of the certificates of obligation in the approximate amount of $8,500,000 for the juvenile detention center and certain road and bridge improvements would be $10,000. The Attorney General examination fee would be $1,000. The above fee does not include any special services or significant projects outside the scope of traditional legal services performed by Bond Counsel, such as litigation. If specifically requested in writing by a duly authorized representative of the County, and approved by the Commissioners Court to so act, we are willing to act as special counsel to the County within our fields of experience and to provide legal services not normally included in the legal services performed by Bond Counsel. Our fees for such services would be on a time charge basis. The fee for additional series of certificates of obligation, bonds, "advance refunding bonds", unusually large issues, or issues containing unusual security provisions will be negotiated between representatives of the County and the undersigned at the inception of the issue. Our fees as Bond Counsel will be payable at the time of the delivery of, and payment for, certificates of obligation. We will ask for reimbursement of our actual expenses and disbursements reasonably and necessarily incurred in connection with the performance of our duties hereunder, estimated to be $500 for the above described certificates of obligation. We will not bill for any significant or unusual expense unless an authorized representative of the County has previously authorized such expense. Our compensation or reimbursement under this agreement shall be due and payable only out of the proceeds of the sale of certificates of obligation or other funds of the County available for such payment; there shall not be individual liability on any member of the Commissioners Court, or other official of the County, for the payment of any amounts due hereunder. Our agreement may be ; 1 6 r~ • AKIN, Gump, STRAUSS, HAUER & FELD, L.L.P. Hon. Alvin Jones March 8, 1996 Page 3 terminated either by you or by us at any time, in which event, of course, we expect to be paid any compensation earned and expenses incurred to the date of such termination. You are advised that we represent other counties and public entities as Bond Counsel and that we represent other participants in the public finance industry (e.g., underwriters, credit enhancers, and trustees) in transactions not involving the County. By acceptance of this agreement, the County agrees that such representation does not represent a conflict of interest for the Firm. A place is provided below for your acceptance of this agreement, and if you so agree, we ask that a copy of the letter be signed and returned to us for our files. Very truly yours, M. Paul Martin, P.C. The foregoing agreement is hereby accepted on behalf of Brazos County, Texas. BRAZOS COUNTY, TEXAS By 11~- 4-CY-- 3 Coun Judge • Wk-l PAQ~ ~o S rl ! of r1 r