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Service Solicited - 2026 - McAlvain - General Conditions & Standard Form of Agreement Between Owner and Const Manager Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Document A133 - 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the day of in the year ADDITIONS AND DELETIONS: (In words, indicate day, month, and year.) The author of this document has added information needed for its completion.The author may also BETWEEN the Owner: have revised the text of the original (Name, legal status, address, and other information) AIA standard form.An Additions and Cityof Eagle Deletions Report that notes added g information as well as revisions to the 660 Civic Ln standard form text is available from Eagle,ID 83616 the author and should be reviewed.A vertical line in the left margin of this document indicates where the author and the Construction Manager: has added necessary information (Name, legal status, address, and other information) and where the author has added to or deleted from the original AIA text. McAlvain Construction,Inc. 5559 W Gowen Rd This document has important legal Boise,ID 83709 consequences.Consultation with an attorney is encouraged with respect to its completion or modification. for the following Project: AIA Document A201 TM-2017, (Name, location, and detailed description) General Conditions of the Contract for Construction,is adopted in this Eagle City Athletic Park document by reference.Do not use 4490 Highway 16 with other general conditions unless Eagle,ID 83616 this document is modified. The Architect: (Name, legal status, address, and other information) TBD The Owner and Construction Manager agree as follows. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," Init. "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS,REBATES,AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT(TBD) EXHIBIT B INSURANCE AND BONDS(TBD) EXHIBIT C PRECONSTRUCTION RATES ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable"or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project,as described in Section 4.1.1: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) Eagle City Athletic Park is designed as a multi-use park for sports and recreation. In the concept design,it is proposed to provide baseball fields,green open space for soccer,football,rugby,pickleball courts,tennis courts,bleachers, concession stands,a playground,and a possible tournament house for people to check in pre-tournament and celebrate post-ceremony events. § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions;geotechnical reports;site boundaries; topographic surveys;traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) 80-Acres,Recreation Sports Facilities.Existing conditions include an asphalt paved access road,curb&gutter,and sidewalks per the Eagle City Community Park—Phase-I construction documents dated August 18,2023.Mass grading for baseball fields has been completed to subgrade except for root zone soils and turf. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 2 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 1.1.3 The Owner's budget for the Guaranteed Maximum Price,as defined in Article 6: (Provide total and, if known, a line item breakdown.) Phased approach depending on available funds.Initial scope of work is contemplated to be between$22,000,000 and $27,000,000 § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates,if any: N/A .2 Construction commencement date: See Guaranteed Maximum Price(GMP)Amendment .3 Substantial Completion date or dates: See Guaranteed Maximum Price(GMP)Amendment .4 Other milestone dates: See Guaranteed Maximum Price(GMP)Amendment § 1.1.5 The Owner's requirements for accelerated or fast-track scheduling,or phased construction,are set forth below: (IdentO,any requirements for fast-track scheduling or phased construction.) N/A This section is intentionally deleted (Paragraphs deleted) § 1.1.6.1 If the Owner identifies a Sustainable Objective,the Owner and Construction Manager shall complete and incorporate AIA Document E234T"'-2019,Sustainable Projects Exhibit,Construction Manager as Constructor Edition, into this Agreement to define the terms,conditions and services related to the Owner's Sustainable Objective.If E234-2019 is incorporated into this agreement,the Owner and Construction Manager shall incorporate the completed E234-2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 Other Project information: (Identi.b)special characteristics or needs of the Project not provided elsewhere.) N/A § 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information.) § 1.1.9 The persons or entities,in addition to the Owner's representative,who are required to review the Construction Manager's submittals to the Owner are as follows: (List name, address and other contact information.) Init. AIA Document A133—2019.Copyright 01991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 3 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Geotechnical Engineer: TBD .2 Civil Engineer: TBD .3 Other,if any: (List any other consultants retained by the Owner, such as a Project or Program Manager.) § 1.1.11 The Architect's representative: (List name, address, and other contact information.) TBD § 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3: (List name, address, and other contact information.) Eric Temp McAlvain Construction,Inc. 5559 W Gowen Rd Boise,ID 83709 § 1.1.13 The Owner's requirements for the Construction Manager's staffing plan for Preconstruction Services,as required under Section 3.1.9: (List any Owner-specific requirements to be included in the staffing plan.) This section is intentionally deleted § 1.1.14 The Owner's requirements for subcontractor procurement for the performance of the Work: (List any Owner-specific requirements for subcontractor procurement.) See section 3.1.12 § 1.1.15 Other Initial Information on which this Agreement is based: Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 4 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF N/A § 1.2 In the event of a material change and,the Owner and the Construction Manager shall appropriately adjust the Project schedule,the Construction Manager's services,and the Construction Manager's compensation.The Owner shall adjust the Guaranteed Maximum Price and the anticipated design and construction milestones,as necessary,to accommodate material changes.These adjustments shall be made with amendment in accordance with§15.1 herein and they must be made prior to initiation of additional work. § 1.3 Neither the Owner's nor the Construction Manager's representative shall be changed without ten days'prior notice to the other party. ARTICLE 2 GENERAL PROVISIONS § 2.1 The Contract Documents The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement,and Modifications issued after execution of this Agreement,all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein.Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral.If anything in the other Contract Documents,other than a Modification,is inconsistent with this Agreement,this Agreement shall govern.An enumeration of the Contract Documents,other than a Modification,appears in Article 15. § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner to furnish efficient construction administration,management services,and supervision;to furnish at all times an adequate supply of workers and materials;and to perform the Work in an expeditious and economical manner consistent with the Owner's interests.The Owner agrees to furnish or approve,in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. § 2.3 General Conditions § 2.3.1 For the Preconstruction Phase,AIA Document A201Tm-2017,General Conditions of the Contract for Construction,shall apply as follows: Section 1.5,Ownership and Use of Documents; Section 1.7,Digital Data Use and Transmission; Section 1.8,Building Information Model Use and Reliance;Section 2.2.4,Confidential Information; Section 3.12.10,Professional Services; Section 10.3,Hazardous Materials; Section 13.1,Governing Law.The term "Contractor"as used in A201-2017 shall mean the Construction Manager. § 2.3.2 For the Construction Phase,the general conditions of the contract shall be as set forth in A201-2017,which document is incorporated herein by reference.The term "Contractor"as used in A201-2017 shall mean the Construction Manager. ARTICLE 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2,and in the applicable provisions of A201-2017 referenced in Section 2.3.1.The Construction Manager's Construction Phase responsibilities are set forth in Section 3.3.The Owner and Construction Manager may agree,in consultation with the Architect,for the Construction Phase to commence prior to completion of the Preconstruction Phase,in which case,both phases will proceed concurrently.The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services.The Owner and Architect shall be entitled to rely on,and shall not be responsible for,the accuracy,completeness,and timeliness of Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 5 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF services and information furnished by the Construction Manager.The Construction Manager,however,does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price.The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. § 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program,schedule and construction budget requirements,each in terms of the other. § 3.1.3 Consultation § 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures,progress,coordination,and scheduling of the Work. § 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials,building systems,and equipment.The Construction Manager shall also provide recommendations to the Owner and Architect,consistent with the Project requirements,on constructability;availability of materials and labor;time requirements for procurement,installation and construction;prefabrication;and factors related to construction cost including,but not limited to,costs of alternative designs or materials,preliminary budgets,life-cycle data,and possible cost reductions.The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. § 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing written protocols for the development,use,transmission,reliance,and exchange of digital data,including building information models for the Project. § 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified,the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance.The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services.The Project schedule shall coordinate and integrate the Construction Manager's services,the Architect's services,other Owner consultants' services,and the Owner's responsibilities;and identify items that affect the Project's timely completion.The updated Project schedule shall include the following:submission of the Guaranteed Maximum Price proposal;components of the Work;times of commencement and completion required of each Subcontractor; ordering and delivery of products,including those that must be ordered in advance of construction;and the occupancy requirements of the Owner. § 3.1.5 Phased Construction The Construction Manager,in consultation with the Architect,shall provide recommendations with regard to accelerated or fast-track scheduling,procurement,and sequencing for phased construction.The Construction Manager shall take into consideration cost reductions,cost information,constructability,provisions for temporary facilities,and procurement and construction scheduling issues. § 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect,the Construction Manager shall prepare,for the Architect's review and the Owner's approval,preliminary estimates of the Cost of the Work or the cost of program requirements using area,volume,or similar conceptual estimating techniques.If the Architect or Construction Manager suggests alternative materials and systems,the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall prepare and update,at appropriate intervals agreed to by the Owner,Construction Manager and Architect,an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the further development of the design, price escalation,and market conditions,until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work.The estimate shall be provided for the Architect's review and the Owner's approval.The Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 6 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget,and make recommendations for corrective action. § 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service,and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates,the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules,for the Architect's review and the Owner's approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment,materials,services,and temporary Project facilities. § 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner's review and approval. § 3.1.10 This section is intentionally deleted. § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14,the Construction Manager shall provide a subcontracting plan,addressing the Owner's requirements,for the Owner's review and approval. § 3.1.11.2 The Construction Manager shall develop bidders' interest in the Project. § 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase. § 3.1.12 Procurement The Construction Manager shall prepare,for the Architect's review and the Owner's acceptance,a procurement schedule for items that must be ordered in advance of construction.The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction.If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price,the Owner shall procure the items on terms and conditions acceptable to the Construction Manager.Upon the establishment of the Guaranteed Maximum Price,the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws,statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities applicable to its performance under this Contract,and with equal employment opportunity programs,and other programs as may be required by governmental and quasi-governmental authorities. § 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager,or reference an exhibit attached to this document (Describe any other Preconstruction Phase services,such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc.) Preconstruction Services includes the following but is not limited to:Budget Estimates,Project Schedules,Bid Package preparation,Procurement Log,Value Engineering,Design Review,Site Logistics Planning,Etc. § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager,the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review,and the Owner's acceptance.The Guaranteed Maximum Price in the proposal shall be the sum of the costs,contingencies,indirect costs and fees in Article 6. § 3.2.2 This section is intentionally deleted. AIA Document A133—2019.Copyright '1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," Init. "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 7 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis,which shall include the following: .1 A list of the Drawings and Specifications,including all Addenda thereto,and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal,including assumptions under Section 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price,including a statement of the estimated Cost of the Work organized by trade categories or systems,including allowances;the Construction Manager's contingency set forth in Section 3.2.4;and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based;and .5 A date by which the Owner must accept the Guaranteed Maximum Price. § 3.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal,the Construction Manager shall include a contingency for the Construction Manager's exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order.The Contingency shall not be construed as an amount available for upgrading,enlarging,modifying or otherwise changing the scope of the Work,for further development of Contract Documents,or for correction of Architect's errors or omissions. § 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal.In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented,they shall promptly notify the Construction Manager,who shall make appropriate adjustments to the Guaranteed Maximum Price proposal,its basis,or both. § 3.2.6 GMP Acceptance: 1. Cost Accrual Prior to GMP:Prior to the Owner's issuance of a Notice to Proceed for Construction Phase Services included under any GMP Amendment,the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of Work,except as specifically provided in Preconstruction Phase Services. 2. Failure to Furnish an Acceptable GMP: Section 13.1 of this Agreement shall govern termination of this Agreement prior to execution of a GMP Amendment. 3. Acceptance of the GMP: Once the Owner notifies the Construction Manager in writing that it accepts the GMP Amendment,the Parties shall execute the GMP Amendment.The GMP Amendment shall be non-binding upon until both Parties execute the GMP Amendment. Following acceptance of a Guaranteed Maximum Price,the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement,a copy of which the Owner shall provide to the Architect.The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 3.2.7 The section is intentionally deleted. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment.The Owner shall promptly furnish such revised Contract Documents to the Construction Manager with a request to clarify any inconsistencies with the assumptions and clarifications in the GMP Amendment.In the event of an inconsistency between the revised Drawings and Specifications and the Construction Manager's assumptions and clarifications,the Construction Manager's written assumptions and clarifications shall govern. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales,consumer,use and similar taxes for the Work provided by the Construction Manager that are legally enacted,whether or not yet effective,at the time the Guaranteed Maximum Price Amendment is executed. § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201-2017,the date of commencement of the Work shall mean the date of commencement of the Construction Phase. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 8 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 3.3.1.2 The Construction Phase shall commence upon the Owner's execution of the Guaranteed Maximum Price Amendment and Owner's issuance of Notice to Proceed. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures,progress, coordination,scheduling,and status of the Work.The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. § 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment,the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and a submittal schedule in accordance with Section 3.10 of A201-2017. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project.On a monthly basis,or otherwise as agreed to by the Owner,the Construction Manager shall submit written progress reports to the Owner and Architect,showing percentages of completion and other information required by the Owner. § 3.3.2.4 Daily Logs The Construction Manager shall keep,and make available to the Owner and Architect,a daily log containing a record for each day of weather,portions of the Work in progress,number of workers on site,identification of equipment on site, problems that might affect progress of the work,accidents,injuries,and other information required by the Owner. § 3.3.2.5 Cost Control The Construction Manager shall develop a system of cost control for the Work,including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes.The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect,and shall provide this information in its monthly reports to the Owner and Architect,in accordance with Section 3.3.2.3 above. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 Information and Services Required of the Owner § 4.1.1 The Owner shall provide information with reasonable promptness,regarding requirements for and limitations on the Project,including a written program which shall set forth the Owner's objectives,constraints,and criteria,including schedule,space requirements and relationships,flexibility and expandability,special equipment,systems,sustainability and site requirements. § 4.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment,the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract.After execution of the Guaranteed Maximum Price Amendment,the Construction Manager may request such information as set forth in A201-2017 Section 2.2. § 4.1.3 The Owner shall establish and periodically update the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Article 7,(2)the Owner's other costs,and(3)reasonable contingencies related to all of these costs.If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Construction Manager and Architect.The Owner and the Architect,in consultation with the Construction Manager,shall thereafter agree to a corresponding change in the Project's scope and quality. § 4.1.4 Structural and Environmental Tests,Surveys and Reports.During the Preconstruction Phase,the Owner shall furnish the following information or services with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 4.1.4.1 The Owner shall furnish tests,inspections,and reports,required by law and as otherwise agreed to by the parties, such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 9 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 4.1.4.2 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions and other necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade, including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. § 4.1.4.3 The Owner,when such services are requested,shall furnish services of geotechnical engineers,which may include test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials, seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. § 4.1.5 During the Construction Phase,the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. § 4.1.6 This section is intentionally deleted. § 4.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project.The Owner's representative shall render decisions promptly and furnish information expeditiously,so as to avoid unreasonable delay in the services or Work of the Construction Manager.Except as otherwise provided in Section 4.2.1 of A201-2017,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. § 4.2.1 Legal Requirements.This section is intentionally deleted. § 4.3 Architect The Owner shall retain an Architect to provide services,duties and responsibilities as described in AIA Document B133TM-2019,Standard Form of Agreement Between Owner and Architect,Construction Manager as Constructor Edition,including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement.The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect,and any further modifications to the Architect's scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 5.1 Compensation § 5.1.1 For the Construction Manager's Preconstruction Phase services described in Sections 3.1 and 3.2,the Owner shall compensate the Construction Manager as follows: (Insert amount of or basis for, compensation and include a list of reimbursable cost items, as applicable.) 1.00 §5.1.2 The hourly billing rates for Preconstruction Phase services of the Construction Manager and the Construction Manager's Consultants and Subcontractors,if any,are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below.) See Attached Exhibit C-Preconstruction Rates Individual or Position Rate § 5.1.2.1 Hourly billing rates for Preconstruction Phase services include all costs to be paid or incurred by the Construction Manager,as required by law or collective bargaining agreements,for taxes,insurance,contributions, assessments and benefits and,for personnel not covered by collective bargaining agreements,customary benefits such as Init. AIA Document A133—2019.Copyright 01991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 10 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF sick leave,medical and health benefits,holidays,vacations and pensions,and shall remain unchanged unless the parties execute a Modification. § 5.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within Five(5)months of the date of this Agreement,through no fault of the Construction Manager,the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 5.2 Payments § 5.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. § 5.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice.Amounts unpaid thirty (30)days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon.) 8%(Eight Percent) ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 6.1 Establishing the Guaranteed Maximum Prices § 6.1.1 The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager's Fee.The Guaranteed Maximum Price("GMP")shall be established by calculating the sum of the following: 1. Preconstruction Services(See 6.1.2) 2. Subcontracts for the Work including self-performed work bid by and awarded to the Construction Manager (See 6.1.3) 3. Material Purchases for the Work(See 6.1.4) 4. Contractor Contingency(See 6.1.5) 5. Fixed Sum General Conditions(See 6.1.6) 6. Reimbursable General Conditions(See 6.1.7) 7. Allowances(See 6.1.8) 8. Construction Manager's Fee(See 6.1.9) 9. Insurance and Bond Costs(See 6.1.10) The sum of items 1 through 9 equal the GMP.The GMP will include the total cost of previously approved GMP Amendments and approved GMP Change Orders.The Parties may execute one or more GMP Amendments identifying specific work packages where Construction Phase Services shall be performed in advance of establishment of the GMP for the entire project as defined under Article 3. § 6.1.2 (Paragraphs deleted) Preconstruction Phase Services.The fees related to the Preconstruction Phase Services are included within the Agreement. § 6.1.3 Subcontract Awarded Work:Subcontract Awarded Work is the total amount of work that is bid by and awarded to the Construction Manager(self-performed work),if any,and to the Construction Manager's Subcontractors.Payments for Subcontract Awarded Work will be based on a Schedule of Values and value of work in place as described in the General Conditions.Use of a cost loaded schedule to determine the value of work in place shall not be allowed. § 6.1.4 Material Purchases for the Work:Materials purchased for and consumed by the Work. § 6.1.5 Contractor Contingency.The GMP shall include a Contractor Contingency,which shall be a negotiated lump sum based on the percentage of the Cost of the Work.The Contractor Contingency shall be used by the Construction Manager exclusively for: 1. Work not conducive or economical to competitive bidding; 2. Work inadvertently missed from competitive bidding that is necessary to complete the Work defined in the GMP Amendment; 3. Completing Work for which there were gaps in scope and/or bidding; Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 11 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF 4. Completing reasonable additional work necessary to resolve conflicts,ambiguities,and missing information from the Drawings and Specifications relevant to achieving a constructible design for Work described in the GMP Amendment; 5. Costs of acceleration or overtime necessary to recover from delays to the Project; 6. Minor increases in scope due to unknown or unforeseen factors that may adversely affect costs but for which the Construction Manager is not otherwise entitled to an increase in the Contract Sum;and 7. Errors by Subcontractors not caused by the negligence of Construction Manager that cannot be charged against such Subcontractor or their bond. The GMP Contingency shall not be interpreted as a fund to be used for upgrading,changing or increasing the Scope of Work,quality,quantity changes or for covering expenses incurred for accelerations of the work,unforeseen conditions, force majeure impacts or for any other reason for which the Construction Manager is otherwise entitled to a Change Order. The Contractor Contingency Costs shall not include any of the following costs which shall be non-reimbursable costs: 1. Costs due to the willful negligence of the Construction Manager,Subcontractors,Suppliers,anyone directly or indirectly employed by any of them,or for whose acts any of them may be liable; 2. The costs of correction of any repair work,equipment or material damaged prior to substantial completion, equipment or material damaged by the Construction Manager or Subcontractors,or nonconforming or defective work(excluding minor punch list or warranty work); 3. Fines and penalties; 4. Non-compensable or Non-reimbursable costs described in the Contract Documents; 5. Any cost based on a Subcontractor claim that results from the failure of the Construction Manager to incorporate the provisions of this Contract under each subcontract; 6. Salaries and compensation of the Construction Manager's personnel stationed at the principal office or other offices other than the site office that are not specifically assigned to the Project except as allowed in the General Conditions;and 7. Expenses of the Construction Manager's principal office or other offices other than the site office and any company overhead and general expenses except as allowed in the General Conditions. The Construction Manager shall keep the Owner apprised of all costs or anticipated costs being charged to the Contractor Contingency. All transfers from the Contractor Contingency shall be documented(not less frequently than once per month)by the Construction Manager and reported to the Owner as Costs of the Work. § 6.1.6 (Paragraphs deleted) Fixed Sum General Conditions Costs.The GMP shall include a negotiated fixed sum for General Conditions which can be reasonably estimated in advance.The basis for establishing the fixed sum shall be reviewed with the Construction Manager and the Owner.Upon approval of the GMP Amendment the proposed fixed sum General Conditions cost shall lump sum that is not subject to accounting,itemization or audit. Such costs shall be billed based on a percentage of completed work. § 6.1.7 Reimbursable General Conditions Costs.The GMP shall include a negotiated budget for Reimbursable General Conditions Costs or similar costs not covered in§6.1.6.The basis for establishing this budget shall be reviewed with the Construction Manager and Owner.Such costs will be paid on a reimbursable basis,based on the actual cost incurred. Reasonable documentation substantiating the expenditure shall be submitted with the invoice. § 6.1.8 Allowances.The GMP Amendment shall include a negotiated Allowances budget for construction costs which are undefined,not practical to include in Subcontracts,etc.The basis for establishing the Allowances budget shall be reviewed with the Construction Manager and the Owner.Allowances will be paid on a reimbursable basis,in the amount of the actual cost incurred,plus markups for Construction Manager's Fee,Indirect Costs,Insurance and Bond Costs,and General Conditions costs.Reasonable documentation substantiating the expenditure shall be submitted with the invoice. § 6.1.9 Establishment of Construction Manager's Fee and Adjustments.The Construction Manager's Fee shall be a lump sum dollar value included in the GMP Amendment and calculated as a percentage of the estimated Cost of the Work inclusive of all costs identified in§6.1.1 except the Preconstruction Fee and the Construction Manager's Fee itself.The Construction Manager's Fee is inclusive of profit,overhead,and all other indirect or non-reimbursable costs.No Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 12 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF additional markup or fee shall be paid to the Construction Manager for changes that are within the GMP Amendment.The Construction Manager Fee shall also include those necessary costs to compensate the Construction Manager for wages, travel,salaries and administrative costs(home office support costs)of the Construction Manager's officers,supervisory and administrative staff not included in§6.1.6.The Construction Manager's Fee will be adjusted at the end of the Project or upon termination of this Agreement applying the approved percentage to the actual cost of allowances spent. § 6.1.10 Bonding and Insurance Costs.The GMP Amendment shall include costs to procure bonds and insurance specific to the Project in amounts required in the Contract Documents. Liability insurance for which Contractor is required to provide shall be billed at the rate of One and Three Tenth Percent(1.30%)of the Cost of the Work plus Construction Manager's Fee. Construction Manager's performance and payment bond,if applicable,shall be billed at the rate identified in the GMP Amendment(%)as a percentage of the Cost of the Work plus Construction Manager's Fee. § 6.2 Guaranteed Maximum Price Overruns and Savings The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment,subject to additions and deductions by Change Order as provided in the Contract Documents.Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner.If the actual and final Cost of Work is less than the GMP,the savings shall be distributed back to the Owner at 80%of the savings and shall be distributed back to the Construction Manager at 20%of the savings. § 6.3 Changes in the Work § 6.3.1 The Owner may,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions.The Owner shall issue such changes in writing.The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 6.3.1.1 The Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Article 7 of AIA Document A201-2017,General Conditions of the Contract for Construction. § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017,as they refer to"cost"and"fee,"and not by Articles 6 and 7 of this Agreement. § 6.3.4 In calculating adjustments to the Guaranteed Maximum Price,the terms"cost"and"costs"as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term"fee" shall mean the Construction Manager's Fee as defined in Section 6.1.2 of this Agreement. § 6.3.5 Adjustments to the GMP on account of changes in the Work shall include the following markups to the Costs of the Work for such change:Construction Manager's Fee(at the rate identified in GMP Amendment)and Insurance and Bond Costs(at the rate identified in Section 6.1.10). ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE § 7.1 Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work.The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. § 7.1.2 Where,pursuant to the Contract Documents,any cost is subject to the Owner's prior approval,the Construction Manager shall obtain such approval in writing prior to incurring the cost. § 7.1.3 Costs shall be at rates identified in the GMP Amendment or prevailing subcontractor and supplier bids. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops.Such wages shall be paid at the labor rates defined in future Exhibit to the GMP Amendment and not subject to further audit. Init. AIA Document A133—2019.Copyright ID 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 13 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site and performing Work. § 7.2.2.1 Wages or salaries of the Construction Manager's supervisory and administrative personnel when performing Work and stationed at a location other than the site,but only for that portion of time required for the Work,and limited to the personnel and activities (Paragraphs deleted) identified in the GMP Amendment. § 7.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or while traveling,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Construction Manager,as required by law or collective bargaining agreements,for taxes,insurance,contributions,assessments and benefits and,for personnel not covered by collective bargaining agreements,customary benefits such as sick leave,medical and health benefits,holidays,vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 If agreed rates for labor costs,in lieu of actual costs,are provided in this Agreement,the rates shall remain unchanged throughout the duration of this Agreement,unless the parties execute a Modification.These rates shall not be subject to further audit. § 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs,including transportation and storage at the site,of materials and equipment incorporated,or to be incorporated,in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation,storage,installation,dismantling,maintenance,and removal of materials,supplies, temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. § 7.5.2 Excluding costs for rental charges included in the General Conditions,Rental charges for temporary facilities, machinery,equipment,and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site,and the costs of transportation,installation,dismantling,minor repairs,and removal of such temporary facilities,machinery,equipment,and hand tools.Rates and quantities of equipment owned by the Construction Manager,or a related party as defined in Section 7.8,shall be subject to the Owner's prior approval.The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Construction Manager's site office,including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location,subject to the Owner's prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Insurance and Bond premiums at the rate defined in either in the Contract or GMP Amendment including, sub-default insurance(if applicable),and bonds shall be billed in full and paid with Construction Manager's first progress payment. Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 14 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 7.6.1.1 This section is intentionally deleted. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Construction Manager,with the Owner's prior approval. § 7.6.2 Sales,use,or similar taxes,imposed by a governmental authority,that are related to the Work and for which the Construction Manager is liable. § 7.6.3 Fees and assessments for the building permit,and for other permits,licenses,and inspections,for which the Construction Manager is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents;except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents,and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design,process,or product,required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents,payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims,and payments of settlements made with the Owner's consent,unless the Construction Manager had reason to believe that the required design,process,or product was an infringement of a copyright or a patent,and the Construction Manager failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017.The costs of legal defenses,judgments,and settlements shall not be included in the Cost of the Work used to calculate the Construction Manager's Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services,electronic equipment,and software,directly related to the Work and located at the site. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal,mediation and arbitration costs,including attorneys'fees,other than those arising from disputes between the Owner and Construction Manager,reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner's prior approval,which shall not be unreasonably withheld. § 7.6.10 Expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work,with the Owner's prior approval. § 7.6.11 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. §7.6.12 Deductibles paid on any insurance required under this Agreement. §7.6.13 Construction related costs incurred prior to execution of the Contract and/or issuance of a Notice to Proceed. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work. § 7.7.2 Costs incurred in taking action to prevent threatened damage,injury,or loss,in case of an emergency affecting the safety of persons and property,as provided in Article 10 of AIA Document A201-2017. Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 15 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors,or suppliers,provided that such damaged or nonconforming Work was not caused by the negligence of,or failure to fulfill a specific responsibility to the Owner by,the Construction Manager,or Subcontractor or Suppliers or the foremen,engineers,superintendent,or other supervisory,administrative or managerial personnel of the Construction Manager,or the failure of the Construction Manager to adequately supervise the Work of the Subcontractors or Suppliers, and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties,Subcontractors,Suppliers,or others. § 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work,notwithstanding any provision of AIA Document A201-2017 or other Conditions of the Contract which may require the Construction Manager to pay such costs,unless such costs are excluded by the provisions of Section 7.9. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8,the term"related party"shall mean(1)a parent,subsidiary,affiliate,or other entity having common ownership of,or sharing common management with,the Construction Manager;(2)any entity in which any stockholder in,or management employee of,the Construction Manager holds an equity interest in excess of ten percent in the aggregate;(3)any entity which has the right to control the business or affairs of the Construction Manager; or(4)any person,or any member of the immediate family of any person,who has the right to control the business or affairs of the Construction Manager. § 7.8.2 Except for costs included within the lump sum General Conditions costs and the cost of any self-performed work authorized under this Agreement,if any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party,the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction,including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred.If the Owner,after such notification,authorizes the proposed transaction in writing,then the cost incurred shall be included as a cost to be reimbursed,and the Construction Manager shall procure the Work, equipment,goods,or service,from the related party,as a Subcontractor,according to the terms of Article 9.If the Owner fails to authorize the transaction in writing,the Construction Manager shall procure the Work,equipment,goods,or service from some person or entity other than a related party according to the terms of Article 9. § 7.9 Costs Not To Be Reimbursed § 7.9.1 The Cost of the Work shall not include the items listed below,except for such costs that may be included within the fixed sum General Conditions Costs: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office,except as specifically provided in Section 7.2,or as may be provided in Article 14; .2 Bonuses,profit sharing,incentive compensation,and any other discretionary payments,paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor,unless the Owner has provided prior approval; .3 Expenses of the Construction Manager's principal office and offices other than the site office; .4 Overhead and general expenses,except as may be expressly included in Sections 7.1 to 7.7; .5 The Construction Manager's capital expenses,including interest on the Construction Manager's capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement,costs due to the negligence of,or failure to fulfill a specific responsibility of the Contract by,the Construction Manager,Subcontractors,and suppliers,or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Sections 7.1 to 7.7; .8 Costs,other than costs included in Change Orders approved by the Owner,that would cause the Guaranteed Maximum Price to be exceeded;and .9 Costs for services incurred during the Preconstruction Phase,if such services and costs are covered under previous Agreement and not part of future GMP. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if(1)before making the payment,the Construction Manager included the amount to be paid,less such discount,in an Application for Payment and received payment from the Owner,or(2)the Owner has deposited funds with the Construction Manager with which to make payments;otherwise,cash discounts shall accrue to the Construction Manager. Init. AIA Document A133—2019.Copyright C 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 16 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS § 9.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager.The Owner may designate specific persons from whom,or entities from which,the Construction Manager shall obtain bids.The Construction Manager shall obtain bids from Subcontractors,and from suppliers of materials or equipment fabricated especially for the Work,who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents.The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept.The Owner then has the right to reviewthe Construction Manager's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1,to object to any subcontractor or supplier.Any advice of the Architect,or approval or objection by the Owner,shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents.The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 9.1.1 When a specific subcontractor or supplier(1)is recommended to the Owner by the Construction Manager;(2)is qualified to perform that portion of the Work;and(3)has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions,but the Owner requires that another bid be accepted,then the Construction Manager may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement,and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval.If a subcontract is awarded on the basis of cost plus a fee,the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Article 10. ARTICLE 10 ACCOUNTING RECORDS The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work,and exercise such controls,as may be necessary for proper financial management under this Contract and to substantiate all costs incurred.The accounting and control systems shall be satisfactory to the Owner.The Owner and the Owner's auditors shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Construction Manager's records and accounts,including complete documentation supporting accounting entries,books,job cost reports,correspondence,instructions,drawings,receipts,subcontracts,Subcontractor's proposals, Subcontractor's invoices,purchase orders,vouchers,memoranda,and other data relating to this Contract.The Construction Manager shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law.The following values stipulated by the parties shall not be subject to audit except to confirm they were billed in accordance with this Agreement: insurance rates,equipment rates,labor rates,fixed sum General Conditions costs and lump sum change orders ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager,and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum,to the Construction Manager,as provided below and elsewhere in the Contract Documents.The first progress payment shall include full payment for insurance,including sub-default insurance(if applicable),bonds,and mobilization. § 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: § 11.1.3 The Owner shall make payment of the (Paragraphs deleted) certified amount to the Construction Manager no later than thirty(30)days after Architect approval. Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 17 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 11.1.4 With each Application for Payment,the Construction Manager shall submit an estimate of the percentage complete of each subcontractor or supplier plus cost documentation substantiating any costs incurred by the Construction Manager outside stipulated amounts. § 11.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents.The schedule of values shall allocate the entire Guaranteed Maximum Price among:(1)the various portions of the Work;(2)any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order;and(3)the Construction Manager's Fee. § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require.The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment.The schedule of values shall not be deemed to create a line item Guaranteed Maximum Price. § 11.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 11.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 11.1.5.3 When the Construction Manager allocates costs from a contingency to another line item in the schedule of values,the Construction Manager shall submit supporting documentation to the Owner and Architect for Owner's approval. § 11.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.The percentage of completion shall be the lesser of(1)the percentage of that portion of the Work which has actually been completed,or(2)the percentage obtained by dividing(a)the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment,by(b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 11.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: § 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction.I If approved in writing in advance by the Owner,(i)suitably stored off the site at a location agreed upon in writing;or(ii) deposits or progress payments for materials that must be made in order to hold the cost and/or schedule. .3 That portion of Construction Change Directives that the Architect determines,in the Architect's professional judgment,to be reasonably justified;and .4 The Construction Manager's Fee,computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 11.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount,if any,for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier,unless the Work has been performed by others the Construction Manager intends to pay; .4 For Work performed or defects discovered since the last payment application,any amount for which the Architect may withhold payment,or nullify a Certificate of Payment in whole or in part,as provided in Article 9 of AIA Document A201-2017; Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 18 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF .5 The shortfall,if any,indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment,or resulting from errors subsequently discovered by the Owner's auditors in such documentation;and .6 Retainage withheld pursuant to Section 11.1.8. .7 Assess Liquidated Damages,if any. § 11.1.8 Retainage § 11.1.8.1 For each progress payment made prior to Substantial Completion of the Work,the Owner may withhold the following amount,as retainage,from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) Five Percent(5%)unless a Retention Bond is accepted by the Owner,in which case the Owner shall accept a retainage bond in lieu of such retention. § 11.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) Construction Manager's General Conditions,General Requirements,material purchases(PO's),Cost of Insurance and Bonds,and Construction Manager's Fee. § 11.1.8.2 Reduction or limitation of retainage,if any,shall be as follows: (If the retainage established in Section 11.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification) Prior to Substantial Completion,the Contractor may submit application for any portion of the contract retainage withheld by the Owner for completed Work. Said application shall designate specific Work and/or those Subcontractors to whom said retention will be paid upon release by the Owner. The Owner shall not unreasonably withhold payment for any request for partial release of retention. § 11.1.8.3 Except as set forth in this Section 11.1.8.3,upon Substantial Completion of the Work,the Construction Manager may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 11.1.8.The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage,such as upon completion of the Owner's audit and reconciliation, upon Substantial Completion.) Subject to the retainage limits set forth in Idaho Code§54-1926,retainage shall be reduced to 150%of the estimated cost of incomplete Work,including punch list items. §11.1.9 If final completion of the Work is materially delayed through no fault of the Construction Manager,the Owner shall pay the Construction Manager any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 11.1.10 Except with the Owner's prior written approval,the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors.The percentage of retainage held on Subcontracts,and the Construction Manager shall be 5%. § 11.1.12 In taking action on the Construction Manager's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager,and such action shall not be deemed to be a representation that(1)the Architect has made a detailed examination,audit,or arithmetic verification,of the documentation submitted in accordance with Section 11.1.4 or other supporting data;(2)that the Architect has made exhaustive or continuous on-site inspections;or(3)that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract.Such examinations, audits,and verifications,if required by the Owner,will be performed by the Owner's auditors acting in the sole interest of the Owner. Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 19 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 11.2 Final Payment § 11.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract,except for the Construction Manager's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017,and to satisfy other requirements,if any,which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment;and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 11.2.2.2. § 11.2.2 Final Payment Accounting.The Construction Manager shall submit to the Owner a final detailed accounting of the Cost of Work completed within the GMP with the Construction Manager's final application for payment.The amount of final payment shall include: 1. Construction Cost—Final balances of work performed to complete total shown for each scheduled value plus any outstanding retainage(includes actual construction and contingency costs); 2. General Conditions—Final balance of fixed sum General Conditions. 3. Construction Manager Fee—Final balance of total Construction Manager's fee; 4. Authorized Allowances—Final balances of work performed to complete total shown for each approved scheduled value;and The Final Adjusted GMP equals the sum of items.1 through.4 above less authorized payment for all previously approved payment requests. § 11.2.2.1 This section intentionally deleted. § 11.2.2.2 Final Payment Review.The Owner will review and respond in writing within 10-days on the Construction Manager's final accounting after delivery of the final accounting by the Construction Manager.The Architect will review, and the Owner will approve the Construction Manager's final application with a copy to the Construction Manager or notify the Construction Manager of reasons for withholding approval of any part of the final application for payment. § 11.2.2.3 This section intentionally deleted. § 11.2.3 The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's recommendation to approve the final Certificate for Payment,and Owner's acceptance of Final Payment Application. § 11.2.4 If,subsequent to final payment,and at the Owner's request,the Construction Manager incurs costs,described in Sections 7.1 through 7.7,and not excluded by Section 7.9,to correct defective or nonconforming Work,the Owner shall reimburse the Construction Manager for such costs,and the Construction Manager's Fee applicable thereto,on the same basis as if such costs had been incurred prior to final payment,but not in excess of the Guaranteed Maximum Price.If adjustments to the Contract Sum are provided for in Section 6.1.7,the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction Manager. § 11.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below,or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) 8%(Eight Percent) ARTICLE 12 DISPUTE RESOLUTION § 12.1 Initial Decision Maker § 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201-2017.However,for Claims arising from or relating to the Construction Manager's Preconstruction Phase services,no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution,and Section 12.1.2 of this Agreement shall not apply. Init. AIA Document A133—2019.Copyright ID 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 20 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 12.1.2 The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017 for Claims arising from or relating to the Construction Manager's Construction Phase services,unless the parties appoint below another individual,not a party to the Agreement,to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) N/A § 12.2 Binding Dispute Resolution For any Claim subject to,but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017,the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [X] Arbitration pursuant to Article 15 of AIA Document A201-20 17 [ ] Litigation in a court of competent jurisdiction [ ] Other: (Spec) If the Owner and Construction Manager do not select a method of binding dispute resolution,or do not subsequently agree in writing to a binding dispute resolution method other than litigation,Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price,the Owner may terminate this Agreement upon not less than seven days'written notice to the Construction Manager,and the Construction Manager may terminate this Agreement,upon not less than seven days'written notice to the Owner. § 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1,the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination,in accordance with the terms of this Agreement.In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.3 Prior to the execution of the Guaranteed Maximum Price Amendment,the Owner may terminate this Agreement upon not less than seven days'written notice to the Construction Manager for the Owner's convenience and without cause,and the Construction Manager may terminate this Agreement,upon not less than seven days'written notice to the Owner,for the reasons set forth in Article 14 of A201-2017. § 13.1.4 In the event of termination of this Agreement pursuant to Section 13.1.3,the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment,the Owner shall pay to the Construction Manager an amount calculated as follows,which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination plus the cost of General Conditions incurred,material or equipment orders that cannot be cancelled,cancellation fees; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 21 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF .3 Add the cost of Insurance and Bonds to the sum of.1 and.2 hereof;and .4 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 13.1.6 To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall,as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders.All Subcontracts,purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above.The Construction Manager shall be entitled to be paid for the costs of its management time to transition the Project and assign the Subcontracts at the rates set forth in the GMP Amendment for each such person. § 13.1.6.1 If the Owner accepts assignment of subcontracts,purchase orders or rental agreements as described above,the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract,purchase order or rental agreement.If the Owner chooses not to accept assignment of any subcontract,purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated,the Construction Manager will terminate the subcontract,purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination,including any costs to cancel materials or equipment on order or the cost of any materials or equipment on order that cannot be cancelled. § 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment § 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201-2017. § 13.2.2 Termination by the Owner for Cause § 13.2.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017,the amount,if any,to be paid to the Construction Manager under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded,nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination,including costs of materials and equipment on order; .2 Add the Construction Manager's Fee in an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; .4 Add the cost of Insurance and Bonds;and .5 Subtract the costs and damages incurred,or to be incurred,by the Owner under Article 14 of AIA _ Document A201-2017. (Paragraph deleted) § 13.2.2.2.To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall,as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. § 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017,then the Owner shall pay the Construction Manager a termination fee as follows: (Insert the amount of or method for determining the fee, if any,payable to the Construction Manager following a termination for the Owner's convenience.) N/A Init. AIA Document A133—2019.Copyright 01991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 22 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017; in such case,the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017,except that the term"profit"shall be understood to mean the Construction Manager's Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Terms in this Agreement shall have the same meaning as those in A201-2017.Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document,the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 14.2 Successors and Assigns § 14.2.1 The Owner and Construction Manager,respectively,bind themselves,their partners,successors,assigns and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 14.2.2 of this Agreement,and in Section 13.2.2 of A201-2017,neither party to the Contract shall assign the Contract as a whole without written consent of the other.If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §14.2.2 The Owner may,without consent of the Construction Manager,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Construction Manager shall execute all consents reasonably required to facilitate the assignment. § 14.3 Insurance and Bonds § 14.3.1 Preconstruction Phase The Construction Manager shall maintain the following insurance for the duration of the Preconstruction Services performed under this Agreement.If any of the requirements set forth below exceed the types and limits the Construction Manager normally maintains,the Owner shall reimburse the Construction Manager for any additional cost. § 14.3.1.1 Commercial General Liability with policy limits of not less than One Million Dollars($ 1,000,000)for each occurrence and Two Million Dollars ($2,000,000)in the aggregate for bodily injury and property damage. § 14.3.1.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Construction Manager with policy limits of not less than One Million Dollars($ 1,000,000)per accident for bodily injury,death of any person, and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. § 14.3.1.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided that such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 14.3.1.1 and 14.3.1.2,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 14.3.1.4 Workers' Compensation at statutory limits and Employers Liability with policy limits not less than One Hundred Thousand($ 100,000)each accident,One Hundred Thousand ($ 100,000)each employee,and Five Hundred Thousand($500,000)policy limit. § 14.3.1.5 Professional Liability covering negligent acts,errors and omissions in the performance of professional services, with policy limits of not less than One Million Dollars($ 1,000,000)per claim and Two Million Dollars($2,000,000)in the aggregate. § 14.3.1.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits.) Coverage Limits Init. AIA Document A133—2019.Copyright 01991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 23 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 14.3.1.7 Additional Insured Obligations.To the fullest extent permitted by law,the Construction Manager shall cause the primary and excess or umbrella policies for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions.The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 14.3.1.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 14.3.1. § 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment,the Owner and the Construction Manager shall purchase and maintain insurance as set forth in AIA Document A133Tm-2019,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price,Exhibit B,Insurance and Bonds,and elsewhere in the Contract Documents. § 14.3.2.1 The Construction Manager shall provide bonds as set forth in AIA Document A133T"_2019 Exhibit B,and elsewhere in the Contract Documents. § 14.4 Notice in electronic format,pursuant to Article 1 of AIA Document A201-2017,may be given in accordance with a building information modeling exhibit,if completed,or as otherwise set forth below: (If other than in accordance with a building information modeling exhibit, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) § 14.5 Other provisions: ARTICLE 15 SCOPE OF THE AGREEMENT § 15.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 15.2 The following documents comprise the Agreement: .1 AIA Document A133T"_2019,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document A133T"4-2019,Exhibit A,Guaranteed Maximum Price Amendment,if executed(TBD) .3 AIA Document A133TM-2019,Exhibit B,Insurance and Bonds(TBD) .4 Exhibit C,Preconstruction Rates .5 AIA Document A201Tm-2017,General Conditions of the Contract for Construction .6 Building Information Modeling Exhibit,if completed:(N/A) .6 Other Exhibits: (Check all boxes that apply.) [ ] AIA Document E234T"M-2019,Sustainable Projects Exhibit,Construction Manager as Constructor Edition,dated as indicated below: (Insert the date of the E234-2019 incorporated into this Agreement.) [ ] Supplementary and other Conditions of the Contract: Init. AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," "AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 24 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Document Title Date Pages .7 Other documents,if any,listed below: (List here any additional documents that are intended to form part of the Contract Documents.AIA Document A201-2017 provides that the advertisement or invitation to bid,Instructions to Bidders,sample forms, the Construction Manager's bid or proposal,portions of Addenda relating to bidding or proposal requirements,and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement.Any such documents should be listed here only if intended to be part of the Contract Documents.) This Agreement is entered into as of the day and year first written above. "--Signed by: ,-DocuSigned by: trill' Pik 1)Vni IAt. tvAitA, attire) Utti NN MANAGER(Signature) Brad Pike Tony McAlvain Jr,President (Printed name and title) (Printed name and title) Init. AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects,""American Institute of Architects," AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 25 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Additions and Deletions Report for AIA®Document A133® 2019 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 19:10:55 ET on 01/14/2026. PAGE 1 City of Eagle 660 Civic Ln Eagle,ID 83616 McAlvain Construction,Inc. 5559 W Gowen Rd Boise,ID 83709 Eagle City Athletic Park 4490 Highway 16 Eagle, ID 83616 TBD PAGE 2 EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT(TBD) EXHIBIT B INSURANCE AND BONDS(TBD) EXHIBIT C PRECONSTRUCTION RATES Eagle City Athletic Park is designed as a multi-use park for sports and recreation. In the concept design,it is proposed to provide baseball fields,green open space for soccer,football,rugby,pickleball courts,tennis courts,bleachers, concession stands,a playground,and a possible tournament house for people to check in pre-tournament and celebrate post-ceremony events. 80-Acres,Recreation Sports Facilities.Existing conditions include an asphalt paved access road,curb&gutter,and sidewalks per the Eagle City Community Park—Phase-1 construction documents dated August 18,2023.Mass grading for baseball fields has been completed to subgrade except for root zone soils and turf. PAGE 3 Phased approach depending on available funds.Initial scope of work is contemplated to be between$22,000,000 and $27,000,000 Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.corn. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF N/A See Guaranteed Maximum Price(GMP)Amendment See Guaranteed Maximum Price(GMP)Amendment See Guaranteed Maximum Price(GMP)Amendment N/A This section is intentionally deleted § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: N/A PAGE 4 TBD TBD TBD Eric Temp McAlvain Construction,Inc. 5559 W Gowen Rd Boise,ID 83709 This section is intentionally deleted Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 2 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF See section 3.1.12 PAGE 5 N/A § 1.2 , sueh4afeFmation-faamateriallshaage-aadrin-that-eventrIn the event of a material change and,the Owner and the Construction Manager shall appropriately adjust the Project schedule,the Construction Manager's services,and the Construction Manager's compensation.The Owner shall adjust theGuaranteed Maximum Price and the Owner's anticipated design and construction milestones,as necessary,to accommodate material changes hanges.These adjustments shall be made with amendment in accordance with$15.1 herein and they must be made prior to initiation of additional work. PAGE 7 § 3.1.10 'or❑ditio aftachedsemen.This section is intentionally deleted. Preconstruction Services includes the following but is not limited to:Budget Estimates,Project Schedules,Bid Package preparation,Procurement Log,Value Engineering,Design Review,Site Logistics Planning,Etc. § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager,the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review,and the Owner's acceptance.The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate osts,contingencies,indirect costs and fees in Article 6. § 3.2.2 This section is intentionally deleted. PAGE 8 § 3.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal,the Construction Manager shall include a contingency for the Construction Manager's exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order.The Contingency shall not be construed as an amount available for upgrading,enlarging,modifying or otherwise changing the scope of the Work,for further development of Contract Documents,or for correction of Architect's errors or omissions. § 3.2.6 MP Acceptance: 1. Cost Accrual Prior to GMP:Prior to the Owner's issuance of a Notice to Proceed for Construction Phase Services included under any GMP Amendment,the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of Work,except as specifically provided in Preconstruction Phase Services. 2. Failure to Furnish an Acceptable GMP:Section 13.1 of this Agreement shall govern termination of this Agreement prior to execution of a GMP Amendment. Additions and Deletions Report for AIA Document A133—2019.Copyright C 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,'the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 3 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF 3. Acceptance of the GMP: Once the Owner notifies the Construction Manager in writing that it accepts the GMP Amendment, the Parties shall execute the GMP Amendment. The GMP Amendment shall be non-binding upon until both Parties execute the GMP Amendment. § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment,unless the Owner provides prior written authorization for such costs.section is intentionally deleted. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment.The Owner shall promptly furnish such revised Contract Documents to the Construction Manager.The Construction Manager .Manager with a request to clarify any inconsistencies with the assumptions and clarifications in the GMP Amendment. In the event of an inconsistency between the revised Drawings and Specifications and the Construction Manager's assumptions and clarifications,the Construction Manager's written assumptions and clarifications shall govern. PAGE 9 § 3.3.1.2 The Construction Phase shall commence upon the Owner's execution of the Guaranteed Maximum Price Amendment or,prior to acceptance of the Guaranteed Maximum Price proposal,by written agreement of the parties. The written agreement shall set forth a description of the Work to be perfermed by the Construction Manager,and any Affiemilmer4,and Owner's issuance of Notice to Proceed. PAGE 10 § 4.1.6 required in AIA Document E23IITM 2019,Sustainable Projects Exhibit,Construction Manager as Constructor Edition, attached to this Agreement.This section is intentionally deleted. § 4.2.1 Legal Requirements.The Owner shall furnish all legal, insurance and accounting services, including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and intcrests.This section is intentionally deleted. 1.00 See Attached Exhibit C—Preconstruction Rates PAGE 11 § 5.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within Five(5) months of the date of this Agreement,through no fault of the Construction Manager,the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 5.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice.Amounts unpaid(--) thirty(30)days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. 8%(Eight Percent) Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 4 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents,'Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 6.1 Contract SumEstablishing the Guaranteed Maximum Prices § 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction managefls_perfemenee.ef.thec_eatmet_attef_exesutieff_efthe..guafanteed_max.ini.EHTh.p.fiee-Amenfluiefit-.--Tlie-Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager's Fee.The Guaranteed Maximum Price("GMP")shall be established by calculating the sum of the following: 1. Preconstruction Services(See 6.1.2) 2. Subcontracts for the Work including self-performed work bid by and awarded to the Construction Manager(See 6.1.3) 3. Material Purchases for the Work(See 6.1.4) 4. Contractor Contingency(See 6.1.5) 5. Fixed Sum General Conditions(See 6.1.6) 6. Reimbursable General Conditions(See 6.1.7) 7. Allowances(See 6.1.8) 8. Construction Manager's Fee(See 6.1.9) 9. Insurance and Bond Costs(See 6.1.10) The sum of items 1 through 9 equal the GMP.The GMP will include the total cost of previously approved GMP Amendments and approved GMP Change Orders.The Parties may execute one or more GMP Amendments identifying specific work packages where Construction Phase Services shall be performed in advance of establishment of the GMP for the entire project as defined under Article 3. § 6.1.2 (State a lump sum,percentage of-Cost of the Wterk er ether peevision for determining the Construction Manager's Fee) Preconstruction Phase Services.The fees related to the Preconstruction Phase Services are included within the Agreement. § 6.1.3 Subcontract Awarded Work: Subcontract Awarded Work is the total amount of work that is bid by and awarded to the Construction Manager(self-performed work),if any,and to the Construction Manager's Subcontractors.Payments for Subcontract Awarded Work will be based on a Schedule of Values and value of work in place as described in the General Conditions.Use of a cost loaded schedule to determine the value of work in place shall not be allowed. § 6.1.4 Material Purchases for the Work:Materials purchased for and consumed by the Work. § 6.1.5 ontractor Contingency.The GMP shall include a Contractor Contingency,which shall be a negotiated lump sum based on the percentage of the Cost of the Work.The Contractor Contingency shall be used by the Construction Manager exclusively for: 1. Work not conducive or economical to competitive bidding; 2. Work inadvertently missed from competitive bidding that is necessary to complete the Work defined in the GMP Amendment:, 3. Completing Work for which there were gaps in scope and/or bidding:, 4. Completing reasonable additional work necessary to resolve conflicts,ambiguities,and missing information from the Drawings and Specifications relevant to achieving a constructible design for Work described in the GMP Amendment; 5. Costs of acceleration or overtime necessary to recover from delays to the Project; 6. Minor increases in scope due to unknown or unforeseen factors that may adversely affect costs but for which the Construction Manager is not otherwise entitled to an increase in the Contract Sum;and Additions and Deletions Report for AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 5 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF 7. Errors by Subcontractors not caused by the negligence of Construction Manager that cannot be charged against such Subcontractor or their bond. The GMP Contingency shall not be interpreted as a fund to be used for upgrading,changing or increasing the Scope of Work,quality,quantity changes or for covering expenses incurred for accelerations of the work,unforeseen conditions,force majeure impacts or for any other reason for which the Construction Manager is otherwise entitled to a Change Order. The Contractor Contingency Costs shall not include any of the following costs which shall be non-reimbursable costs: 1. Costs due to the willful negligence of the Construction Manager,Subcontractors,Suppliers,anyone directly or indirectly employed by any of them,or for whose acts any of them may be liable; 2. The costs of correction of any repair work,equipment or material damaged prior to substantial completion, equipment or material damaged by the Construction Manager or Subcontractors,or nonconforming or defective work(excluding minor punch list or warranty work); 3. Fines and penalties; 4. Non-compensable or Non-reimbursable costs described in the Contract Documents; 5. Any cost based on a Subcontractor claim that results from the failure of the Construction Manager to incorporate the provisions of this Contract under each subcontract; 6. Salaries and compensation of the Construction Manager's personnel stationed at the principal office or other offices other than the site office that are not specifically assigned to the Project except as allowed in the General Conditions;and 7. Expenses of the Construction Manager's principal office or other offices other than the site office and any company overhead and general expenses except as allowed in the General Conditions. The Construction Manager shall keep the Owner apprised of all costs or anticipated costs being charged to the Contractor Contingency. All transfers from the Contractor Contingency shall be documented(not less frequently than once per month)by the Construction Manager and reported to the Owner as Costs of the Work. § 6.1.6 , Fixed Sum General Conditions Costs.The GMP shall include a negotiated fixed sum for General Conditions which can be reasonably estimated in advance.The basis for establishing the fixed sum shall be reviewed with the Construction Manager and the Owner.Upon approval of the GMP Amendment the proposed fixed sum General Conditions cost shall lump sum that is not subject to accounting,itemization or audit.Such costs shall be billed based on a percentage of completed work. § 6.1.7 Other: Sum.)Reimbursable General Conditions Costs.The GMP shall include a negotiated budget for Reimbursable General Conditions Costs or similar costs not covered in§6.1.6.The basis for establishing this budget shall be reviewed with the Construction Manager and Owner.Such costs will be paid on a reimbursable basis,based on the actual cost incurred.Reasonable documentation substantiating the expenditure shall be submitted with the invoice. § 6.1.8 Allowances.The GMP Amendment shall include a negotiated Allowances budget for construction costs which are undefined,not practical to include in Subcontracts,etc.The basis for establishing the Allowances budget shall be reviewed with the Construction Manager and the Owner.Allowances will be paid on a reimbursable basis,in the amount of the actual cost incurred,plus markups for Construction Manager's Fee,Indirect Costs,Insurance and Bond Costs,and General Conditions costs.Reasonable documentation substantiating the expenditure shall be submitted with the invoice. 6 6.1.9 Establishment of Construction Manager's Fee and Adjustments.The Construction Manager's Fee shall be a lump sum dollar value included in the GMP Amendment and calculated as a percentage of the estimated Cost of the Work inclusive of all costs identified in 6.1.1 except the Preconstruction Fee and the Construction Manager's Fee itself.The Construction Manager's Fee is inclusive of profit,overhead,and all other indirect or non-reimbursable costs.No additional markup or fee shall be paid to the Construction Manager for changes that are within the GMP Amendment.The Construction Manager Fee shall also include those necessary costs to compensate the Construction Manager for wages,travel,salaries and administrative costs(home office support costs)of the Construction Manager's officers,supervisory and administrative staff not included in§6.1.6.The Construction Manager's Fee will Additions and Deletions Report for AIA Document A133—2019.Copyright C 1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 6 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF be adjusted at the end of the Project or upon termination of this Agreement applying the approved percentage to the actual cost of allowances spent. 4 6.1.10 Bonding and Insurance Costs.The GMP Amendment shall include costs to procure bonds and insurance specific to the Project in amounts required in the Contract Documents. Liability insurance for which Contractor is required to provide shall be billed at the rate of One and Three Tenth Percent(1.30%)of the Cost of the Work plus Construction Manager's Fee. Construction Manager's performance and payment bond,if applicable,shall be billed at the rate identified in the GMP Amendment(%)as apercentage of the Cost of the Work plus Construction Manager's Fee. § 6.2 Guaranteed Maximum Price Overruns and Savings The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment,subject to additions and deductions by Change Order as provided in the Contract Documents.Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner.If the actual and final Cost of Work is less than the GMP,the savings shall be distributed back to the Owner at 80%of the savings and shall be distributed back to the Construction Manager at 20%of the savings. PAGE 13 § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017,as they refer to"cost"and"fee,"and not by Articles 6 and 7 of this Agreement.AdjustmeRts § 6.3.5 Adjustments to the GMP on account of changes in the Work shall include the following markups to the Costs of the Work for such change:Construction Manager's Fee (at the rate identified in GMP Amendment)and Insurance and Bond Costs(at the rate identified in Section 6.1.10). § 7.1.3 Costs shall be at rates net-higher-than-the-stanilfifd-rates-paid-at-the-p4aee-ef-the-Pfej-est7eiieetatith-prier identified in the GMP Amendment or prevailing subcontractor and supplier bids. § 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops.Such wages shall be paid at the labor rates defined in future Exhibit to the GMP Amendment and not subject to further audit. § 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site and performing Work, „ith the Owner's ^'.Work. § 7.2.2.1 Wages or salaries of the Construction Manager's supervisory and administrative personnel when performing Work and stationed at a location other than the site,but only for that portion of time required for the Work,and limited to the personnel and activities listed-belew+ identified in the GMP Amendment. PAGE 14 Additions and Deletions Report for AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 7 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 7.2.5 If agreed rates for labor costs,in lieu of actual costs,are provided in this Agreement,the rates shall remain unchanged throughout the duration of this Agreement,unless the parties execute a Modification.These rates shall not be subject to further audit. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. ' • § 7.5.1 Costs of transportation,storage,installation,dismantling,maintenance,and removal of materials,supplies, temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work.Costs of value § 7.5.2 Excluding costs for rental charges included in the General Conditions,Rental charges for temporary facilities, machinery,equipment,and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site,and the costs of transportation,installation,dismantling,minor repairs,and removal of such temporary facilities,machinery,equipment,and hand tools.Rates and quantities of equipment owned by the Construction Manager,or a related party as defined in Section 7.8,shall be subject to the Owner's prior approval.The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.6.1 Insurance and Bond premiums at the rate defined in either in the Contract or GMP Amendment including,sub-default insurance(if applicable),and bonds shall be billed in full and paid with Construction Manager's first progress payment. § 7.6.1.1 Deaumentsr This section is intentionally deleted. PAGE 15 § 7.6.6 Costs for communications services,electronic equipment,and software,directly related to the Work and located at the site,wi ,the Owner's ^l site. &7.6.12 Deductibles paid on any insurance required under this Agreement. &7.6.13 Construction related costs incurred prior to execution of the Contract and/or issuance of a Notice to Proceed. § 7.7.1 Other costs incurred in the performance of the Work. PAGE 16 § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors,or suppliers,provided that such damaged or nonconforming Work was not caused by the negligence of,or failure to fulfill a specific responsibility to the Owner by,the Construction Manager,or Subcontractor or Suppliers or the foremen,engineers,superintendent,or other supervisory,administrative or managerial personnel of the Construction Manager,or the failure of the Construction Manager to adequately supervise the Work of the Additions and Deletions Report for AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 8 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Subcontractors or Suppliers,and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance,sureties,Subcontractors,suppliers,Suppliers,or others. '§ 7.8.2 l€Except for costs included within the lump sum General Conditions costs and the cost of any self-performed work authorized under this Agreement,if any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party,the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction,including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred.If the Owner,after such notification,authorizes the proposed transaction in writing,then the cost incurred shall be included as a cost to be reimbursed,and the Construction Manager shall procure the Work,equipment,goods,or service,from the related party,as a Subcontractor,according to the terms of Article 9.If the Owner fails to authorize the transaction in writing,the Construction Manager shall procure the Work,equipment,goods,or service from some person or entity other than a related party according to the terms of Article 9. § 7.9.1 The Cost of the Work shall not include the items listed belewibelow,except for such costs that may be included within the fixed sum General Conditions Costs: .9 Costs for services incurred during the Preconstruction Phase.Phase,if such services and costs are covered under previous Agreement and not part of future GMP. § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if(1)before making the payment,the Construction Manager included the amount to be paid,less such discount,in an Application for Payment and received payment from the Owner,or(2)the Owner has deposited funds with the Construction Manager with which to make payments;otherwise,cash discounts shall accrue to the Construction Manager.ale (Owner and the/ onstruction Ma age,..,h l l make p o♦hat♦hey e n be obtained , PAGE 17 The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work,and exercise such controls,as may be necessary for proper financial management under this Contract and to substantiate all costs incurred.The accounting and control systems shall be satisfactory to the Owner.The Owner and the Owner's auditors shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Construction Manager's records and accounts,including complete documentation supporting accounting entries,books,job cost reports,correspondence,instructions,drawings,receipts,subcontracts, Subcontractor's proposals,Subcontractor's invoices,purchase orders,vouchers,memoranda,and other data relating to this Contract.The Construction Manager shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law.The following values stipulated by the parties shall not be subject to audit except to confirm they were billed in accordance with this Agreement:insurance rates,equipment rates,labor rates,fixed sum General Conditions costs and lump sum change orders § 11.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager,and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum,to the Construction Manager,as provided below and elsewhere in the Contract Documents.The first progress payment shall include full payment for insurance,including sub-default insurance(if applicable),bonds,and mobilization. Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 9 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 11.1.3 Pro ided that a.. licat= fo'-•-D,.'T"' d b nt e . the ^rchitect not later the the da f e nth>♦he .t,f, �".-mo The Owner shall make payment of the amettat eerti ed to the onstruction Manager not-later thinthe da3 the for Payment. fFeder-al7statc or local laws may require payment within a ecrtain period of time.) certified amount to the Construction Manager no later than thirty(30)days after Architect approval. § 11.1.4 With each Application for Payment,the Construction Manager shall submit ' .an estimate of the percentage complete of each subcontractor or supplier plus cost documentation substantiating any costs incurred by the Construction Manager outside stipulated amounts. PAGE 18 § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect-Owner may require.The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment.The schedule of values shall not be deemed to create a line item Guaranteed Maximum Price. § 11.1.5.3 When the Construction Manager allocates costs from a contingency to another line item in the schedule of values,the Construction Manager shall submit supporting documentation to the Arehiteet.Owner and Architect for Owner's approval. .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed if-construction.I If approved in writing in advance by the Owner,(i)suitably stored off the site at a location agreed upon in writing;or(ii)deposits or progress payments for materials that must be made in order to hold the cost and/or schedule. PAGE 19 .7 Assess Liquidated Damages,if any. Five Percent(5%)unless a Retention Bond is accepted by the Owner,in which case the Owner shall accept a retainage bond in lieu of such retention. Construction Manager's General Conditions,General Requirements,material purchases(PO's),Cost of Insurance and Bonds,and Construction Manager's Fee. Prior to Substantial Completion,the Contractor may submit application for any portion of the contract retainage withheld by the Owner for completed Work. Said application shall designate specific Work and/or those Subcontractors to whom said retention will be paid upon release by the Owner. The Owner shall not unreasonably withhold payment for any request for partial release of retention. Additions and Deletions Report for AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 0 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documentse Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Subject to the retainage limits set forth in Idaho Code 54-1926,retainage shall be reduced to 150%of the estimated cost of incomplete Work,including punch list items. § 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors,and the Subcontractors.The percentage of retainage held on Subcontracts, and the Construction Manager shall execute subcontracts in accordance with those agrecments.be 5%. PAGE 20 § 11.2.2 Within 30 days of the Owner's receipt of the Construction Manager's final accounting for the Cost of the Work,the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an ee4Final Payment Accounting.The Construction Manager shall submit to the Owner a final detailed accounting of the Cost of Work completed within the GMP with the Construction Manager's final application for payment. The amount of final payment shall include: 1. Construction Cost—Final balances of work performed to complete total shown for each scheduled value plus any outstanding retainage(includes actual construction and contingency costs); 2. General Conditions—Final balance of fixed sum General Conditions. 3. Construction Manager Fee—Final balance of total Construction Manager's fee; 4. Authorized Allowances—Final balances of work performed to complete total shown for each approved scheduled value;and The Final Adjusted GMP equals the sum of items .1 through .4 above less authorized payment for all previously approved payment requests. § 11.2.2.1 If the Owner conducts an audit of the Cost of the Work,the Owner shall,within 10 days after completion of the audit,submit a written report based upon the auditors' findings to the Architect.This section intentionally deleted. § 11.2.2.2 Within seven days after receipt of the written report described in Section 11.2.2.1,or receipt of notice that the Owner will not conduct an audit,and provided that the other conditions of Section 11.2.1 have boon mot,the Architect will either issue to the Owner a final Certificate for Payment Final Payment Review.The Owner will review and respond in writing within 10-days on the Construction Manager's final accounting after delivery of the final accounting by the Construction Manager.The Architect will review,and the Owner will approve the Construction Manager's final application with a copy to the Construction Manager,or notify the Construction Manager and Owner in writing of the Architect's reasees fer withholding a certificate as provided in Article 9 of AIA Document A201 2017.The time periods stated in this Section 11.2.2 supersede those stated in Article 9 of AIA Document A201 2017.The Architect is not responsible fer verifying the accuracy of the Construction Manager's final accounting.Manager or notify the Construction Manager of reasons for withholding approval of any part of the final application for payment. § 11.2.2.3 If the Owner's auditors' report concludes that the Cost of the Work,as substantiated by the Construction Manager's final accounting, is less than claimed by the Construction Manager,the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201 2017.A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment.Failure to request mediation on the Construction Manager. Pending a final resolution of the-disputed amount,the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment.This section intentionally deleted. § 11.2.3 The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment,or as follows: recommendation to approve the final Certificate for Payment,and Owner's acceptance of Final Payment Application. 8%(Eight Percent) Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 1 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF PAGE 21 N/A f--fJ Arbitration pursuant to Article 15 of AIA Document A201-2017 .1 Take the Cost of the Work incurred by the Construction Manager to the date of tem4444atienttermination plus the cost of General Conditions incurred,material or equipment orders that cannot be cancelled, cancellation fees; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Add the cost of Insurance and Bonds to the sum of.1 and.2 hereof;and 4—.4 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 13.1.6 othe fwise i cluded i„the Cost of the Work nder Section To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders.All Subcontracts,purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above.The Construction Manager shall be entitled to be paid for the costs of its management time to transition the Project and assign the Subcontracts at the rates set forth in the GMP Amendment for each such person. § 13.1.6.1 If the Owner accepts assignment of subcontracts,purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract,purchase order or rental , mated,agreement.If the Owner chooses not to accept assignment of any subcontract,purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated,the Construction Manager will terminate the subcontract,purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such terminatien.termination, including any costs to cancel materials or equipment on order or the cost of any materials or equipment on order that cannot be cancelled. PAGE 22 .1 Take the Cost of the Work incurred by the Construction Manager to the date of teffainatienttermination,including costs of materials and equipment on order; .2 Add the Construction Manager's Fee puted n the Cos♦o fthe Work the.late ofte.. in tio„ 'Fee: stated a fxed m. in that Section,,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; .4 Add the cost of Insurance and Bonds;and A—.5 Subtract the costs and damages incurred,or to be incurred,by the Owner under Article 14 of AIA Document A201-2017. Additions and Deletions Report for AIA Document A133—2019.Copyright©1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was 12 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF , § 13.2.2.2.To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall,as a condition of receiving the payments referred to in this Article 13,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. N/A PAGE 23 § 14.3.1.1 Commercial General Liability with policy limits of not less than One Million Dollars($1,000,000)for each occurrence and Two Million Dollars ($2,000,000)in the aggregate for bodily injury and property damage. § 14.3.1.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Construction Manager with policy limits of not less than One Million Dollars($ 1,000,000)per accident for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. § 14.3.1.4 Workers'Compensation at statutory limits and Employers Liability with policy limits not less than ($ ) each accident, ($ )each employee,and ($ One Hundred Thousand($ 100,000)each accident,One Hundred Thousand ($ 100,000)each employee,and Five Hundred Thousand($500,000)policy limit. § 14.3.1.5 Professional Liability covering negligent acts,errors and omissions in the performance of professional services,with policy limits of not less than One Million Dollars($ 1,000,000)per claim and Two Million Dollars($ 2,000,000)in the aggregate. PAGE 24 .2 AIA Document A133TM-2019,Exhibit A,Guaranteed Maximum Price Amendment,if executed(TBD) .3 AIA Document A133TM_2019,Exhibit B,Insurance and Bonds(TBD) .4 Exhibit C,Preconstruction Rates .5 AIA Document A201T7'1-2017,General Conditions of the Contract for Construction 4—.6 Building Information Modeling Exhibit,if completed:(N/A) PAGE 25 Torry McAlvain Jr,President Additions and Deletions Report for AIA Document A133—2019.Copyright®1991,2003,2009,and 2019.All rights reserved."The American Institute of Architects," "American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents'are trademarks of The American Institute of Architects.This document was 13 produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Certification of Document's Authenticity AIA® Document D401 TM — 2003 I,Tony McAlvain Jr,hereby certify,to the best of my knowledge,information and belief,that 1 created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document A 133TM—2019,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price,other than those additions and deletions shown in the associated Additions and Deletions Report. -DocuSigned by: �3vl AktilLtAiU, ague 1653F84A0... President (Title) 1/21/2026 (Dated) AIA Document D401—2003.Copyright©1992 and 2003.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:10:55 ET on 01/14/2026 under Order No.500025145_1 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (1685008494) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF ! AIA Document A201 ® - 2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Eagle City Athletic Park ADDITIONS AND DELETIONS: 4490 Highway 16 The author of this document has Eagle,ID 83616 added information needed for its completion.The author may also THE OWNER: have revised the text of the original AIA standard form.An Additions and (Name, legal status and address) Deletions Report that notes added information as well as revisions to the City of Eagle standard form text is available from 660 Civic Ln the author and should be reviewed.A Eagle,ID 83616 vertical line in the left margin of this document indicates where the author THE ARCHITECT: has added necessary information (Name, legal status and address) and where the author has added to or deleted from the original AIA text. TBD This document has important legal TABLE OF ARTICLES consequences.Consultation with an attorney is encouraged with respect 1 GENERAL PROVISIONS to its completion or modification. For guidance in modifying this 2 OWNER document to include supplementary conditions,see AIA Document 3 CONTRACTOR A503Tm,Guide for Supplementary Conditions. 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA Document A201—2017.Copyright O 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 1 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF INDEX Architect's Authority to Reject Work (Topics and numbers in bold are Section headings.) 3.5,4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Acceptance of Nonconforming Work Architect's Decisions 9.6.6,9.9.3, 12.3 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, Acceptance of Work 7.3.4,7.3.9,8.1.3,8.3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 13.4.2, 15.2 Access to Work Architect's Inspections 3.16,6.2.1, 12.1 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.4 Accident Prevention Architect's Instructions 10 3.2.4,3.3.1,4.2.6,4.2.7, 13.4.2 Acts and Omissions Architect's Interpretations 3.2,3.3.2,3.12.8,3.18,4.2.3, 8.3.1,9.5.1, 10.2.5, 4.2.11,4.2.12 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Architect's Project Representative Addenda 4.2.10 1.1.1 Architect's Relationship with Contractor Additional Costs,Claims for 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, 3.7.4,3.7.5, 10.3.2, 15.1.5 3.5,3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12,3.16, Additional Inspections and Testing 3.18,4.1.2,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, 9.4.2,9.8.3, 12.2.1, 13.4 9.7,9.8,9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Additional Time,Claims for Architect's Relationship with Subcontractors 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2, 15.1.6 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.3 Administration of the Contract Architect's Representations 3.1.3,4.2,9.4,9.5 9.4.2,9.5.1,9.10.1 Advertisement or Invitation to Bid Architect's Site Visits 1.1.1 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Aesthetic Effect Asbestos 4.2.13 10.3.1 Allowances Attorneys'Fees 3.8 3.18.1,9.6.8,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.5.4,9.6.3,9.7,9.10 6.1.1,6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.3.1,2.5,3.1.3,3.10.2,3.12.8,3.12.9, Portions of the Work 3.12.10.1,4.2.7,9.3.2, 13.4.1 5.2 Arbitration Basic Definitions 8.3.1, 15.3.2, 15.4 1.1 ARCHITECT Bidding Requirements 4 1.1.1 Architect,Definition of Binding Dispute Resolution 4.1.1 8.3.1,9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, Architect,Extent of Authority 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 2.5,3.12.7,4.1.2,4.2,5.2,6.3,7.1.2,7.3.4,7.4,9.2, Bonds,Lien 9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 7.3.4.4,9.6.8,9.10.2,9.10.3 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Bonds,Performance,and Payment Architect,Limitations of Authority and Responsibility 7.3.4.4,9.6.7,9.10.3,11.1.2, 11.1.3, 11.5 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2,4.2.3, Building Information Models Use and Reliance 4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7.4,9.4.2, 1.8 9.5.4,9.6.4, 15.1.4, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Capitalization Architect's Administration of the Contract 1.3 3.1.3,3.7.4, 15.2,9.4.1,9.5 Certificate of Substantial Completion Architect's Approvals 9.8.3,9.8.4,9.8.5 2.5,3.1.3,3.5,3.10.2,4.2.7 Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for / resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Certificates for Payment Concealed or Unknown Conditions 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, 3.7.4,4.2.8,8.3.1, 10.3 9.10.1,9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Conditions of the Contract Certificates of Inspection,Testing or Approval 1.1.1,6.1.1,6.1.4 13.4.4 Consent,Written Certificates of Insurance 3.4.2,3.14.2,4.1.2,9.8.5,9.9.1,9.10.2,9.10.3, 13.2, 9.10.2 15.4.4.2 Change Orders Consolidation or Joinder 1.1.1,3.4.2,3.7.4,3.8.2.3,3.11,3.12.8,4.2.8,5.2.3, 15.4.4 7.1.2,7.1.3,7.2,7.3.2,7.3.7,7.3.9,7.3.10,8.3.1, CONSTRUCTION BY OWNER OR BY 9.3.1.1,9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 SEPARATE CONTRACTORS Change Orders,Definition of 1.1.4,6 7.2.1 Construction Change Directive,Definition of CHANGES IN THE WORK 7.3.1 2.2.2,3.11,4.2.8,7,7.2.1,7.3.1,7.4, 8.3.1,9.3.1.1, Construction Change Directives 11.5 1.1.1,3.4.2,3.11,3.12.8,4.2.8,7.1.1,7.1.2,7.1.3,7.3, Claims,Definition of 9.3.1.1 15.1.1 Construction Schedules,Contractor's Claims,Notice of 3.10,3.11,3.12.1,3.12.2,6.1.3, 15.1.6.2 1.6.2, 15.1.3 Contingent Assignment of Subcontracts CLAIMS AND DISPUTES 5.4, 14.2.2.2 3.2.4,6.1.1,6.3,7.3.9,9.3.3,9.10.4, 10.3.3, 15, 15.4 Continuing Contract Performance Claims and Timely Assertion of Claims 15.1.4 15.4.1 Contract,Definition of Claims for Additional Cost 1.1.2 3.2.4,3.3.1,3.7.4,7.3.9,9.5.2, 10.2.5, 10.3.2,15.1.5 CONTRACT,TERMINATION OR Claims for Additional Time SUSPENSION OF THE 3.2.4,3.3.1,3.7.4,6.1.1,8.3.2,9.5.2, 10.3.2, 15.1.6 5.4.1.1,5.4.2, 11.5,14 Concealed or Unknown Conditions,Claims for Contract Administration 3.7.4 3.1.3,4,9.4,9.5 Claims for Damages Contract Award and Execution,Conditions Relating 3.2.4,3.18,8.3.3,9.5.1,9.6.7, 10.2.5, 10.3.3, 11.3, to 11.3.2, 14.2.4, 15.1.7 3.7.1,3.10,5.2,6.1 Claims Subject to Arbitration Contract Documents,Copies Furnished and Use of 15.4.1 1.5.2,2.3.6,5.3 Cleaning Up Contract Documents,Definition of 3.15,6.3 1.1.1 Commencement of the Work,Conditions Relating to Contract Sum 2.2.1,3.2.2,3.4.1,3.7.1,3.10.1,3.12.6,5.2.1,5.2.3, 2.2.2,2.2.4,3.7.4,3.7.5,3.8,3.10.2,5.2.3,7.3,7.4, 6.2.2,8.1.2,8.2.2,8.3.1, 11.1, 11.2, 15.1.5 9.1,9.2,9.4.2,9.5.1.4,9.6.7,9.7, 10.3.2, 11.5, 12.1.2, Commencement of the Work,Definition of 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5,15.2.5 8.1.2 Contract Sum,Definition of Communications 9.1 3.9.1,4.2.4 Contract Time Completion,Conditions Relating to 1.1.4,2.2.1,2.2.2,3.7.4,3.7.5,3.10.2,5.2.3,6.1.5, 3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 7.2.1.3,7.3.1,7.3.5,7.3.6,7,7,7.3.10,7.4,8.1.1, 9.10, 12.2, 14.1.2, 15.1.2 8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 12.1.2, COMPLETION,PAYMENTS AND 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 9 Contract Time,Definition of Completion,Substantial 8.1.1 3.10.1,4.2.9,8.1.1, 8.1.3,8.2.3,9.4.2,9.8,9.9.1, CONTRACTOR 9.10.3, 12.2, 15.1.2 3 Compliance with Laws Contractor,Definition of 2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4, 10.2.2, 13.1, 3.1,6.1.2 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, Contractor's Construction and Submittal 15.4.2, 15.4.3 Schedules 3.10,3.12.1,3.12.2,4.2.3,6.1.3, 15.1.6.2 Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 3 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for f resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Contractor's Employees Damage to Construction of Owner or Separate 2.2.4,3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, Contractors 10.3, 11.3, 14.1, 14.2.1.1 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Liability Insurance Damage to the Work 11.1 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Relationship with Separate Contractors Damages,Claims for and Owner's Forces 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.3.2, 3.12.5,3.14.2,4.2.4,6, 11.3, 12.2.4 11.3, 14.2.4, 15.1.7 Contractor's Relationship with Subcontractors Damages for Delay 1.2.2,2.2.4,3.3.2,3.18.1,3.18.2,4.2.4,5,9.6.2,9.6.7, 6.2.3,8.3.3,9.5.1.6,9.7, 10.3.2, 14.3.2 9.10.2, 11.2, 11.3, 11.4 Date of Commencement of the Work,Definition of Contractor's Relationship with the Architect 8.1.2 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, Date of Substantial Completion,Definition of 3.5.1,3.7.4,3.10,3.11,3.12,3.16,3.18,4.2,5.2,6.2.2, 8.1.3 7,8.3.1,9.2,9.3,9.4,9.5,9.7,9.8,9.9, 10.2.6, 10.3, Day,Definition of 11.3, 12, 13.4, 15.1.3, 15.2.1 8.1.4 Contractor's Representations Decisions of the Architect 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,6.3,7.3.4, Contractor's Responsibility for Those Performing the 7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 13.4.2, Work 14.2.2, 14.2.4, 15.1, 15.2 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1, 10.2.8 Decisions to Withhold Certification Contractor's Review of Contract Documents 9.4.1,9.5,9.7, 14.1.1.3 3.2 Defective or Nonconforming Work,Acceptance, Contractor's Right to Stop the Work Rejection and Correction of 2.2.2,9.7 2.5,3.5,4.2.6,6.2.3,9.5.1,9.5.3,9.6.6,9.8.2,9.9.3, Contractor's Right to Terminate the Contract 9.10.4, 12.2.1 14.1 Definitions Contractor's Submittals 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1, 15.1.1 9.8.3,9.9.1,9.10.2,9.10.3 Delays and Extensions of Time Contractor's Superintendent 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 3.9, 10.2.6 10.3.2,10.4, 14.3.2,15.1.6, 15.2.5 Contractor's Supervision and Construction Digital Data Use and Transmission Procedures 1.7 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, Disputes 7.3.4,7.3.6,8.2, 10, 12, 14, 15.1.4 6.3,7.3.9, 15.1, 15.2 Coordination and Correlation Documents and Samples at the Site 1.2,3.2.1,3.3.1,3.10,3.12.6,6.1.3,6.2.1 3.11 Copies Furnished of Drawings and Specifications Drawings,Definition of 1.5,2.3.6,3.11 1.1.5 Copyrights Drawings and Specifications,Use and Ownership of 1.5,3.17 3.11 Correction of Work Effective Date of Insurance 2.5,3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, 12.2, 12.3, 8.2.2 15.1.3.1, 15.1.3.2, 15.2.1 Emergencies Correlation and Intent of the Contract Documents 10.4, 14.1.1.2,15.1.5 1.2 Employees,Contractor's Cost,Definition of 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 7.3.4 10.3.3, 11.3, 14.1, 14.2.1.1 Costs Equipment,Labor,or Materials 2.5,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3, 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 7.3.3.3,7.3.4,7.3.8,7.3.9,9.10.2, 10.3.2, 10.3.6, 11.2, 4.2.6,4.2.7,5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Cutting and Patching Execution and Progress of the Work 3.14,6.2.5 1.1.3, 1.2.1, 1.2.2,2.3.4,2.3.6,3.1,3.3.1,3.4.1,3.7.1, 3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.6,8.2,9.5.1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Init. AIA Document A201—2017.Copyright 5 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 4 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for / resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Extensions of Time Insurance,Stored Materials 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 9.3.2 10.4, 14.3, 15.1.6,15.2.5 INSURANCE AND BONDS Failure of Payment 11 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Insurance Companies,Consent to Partial Occupancy Faulty Work 9.9.1 (See Defective or Nonconforming Work) Insured loss,Adjustment and Settlement of Final Completion and Final Payment 11.5 4.2.1,4.2.9,9.8.2,9.10, 12.3, 14.2.4, 14.4.3 Intent of the Contract Documents Financial Arrangements,Owner's 1.2.1,4.2.7,4.2.12,4.2.13 2.2.1, 13.2.2, 14.1.1.4 Interest GENERAL PROVISIONS 13.5 1 Interpretation Governing Law 1.1.8, 1.2.3, 1.4,4.1.1,5.1,6.1.2, 15.1.1 13.1 Interpretations,Written Guarantees(See Warranty) 4.2.11,4.2.12 Hazardous Materials and Substances Judgment on Final Award 10.2.4, 10.3 15.4.2 Identification of Subcontractors and Suppliers Labor and Materials,Equipment 5.2.1 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Indemnification 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 10.2.1, 3.17,3.18,9.6.8,9.10.2, 10.3.3, 11.3 10.2.4, 14.2.1.1, 14.2.1.2 Information and Services Required of the Owner Labor Disputes 2.1.2,2.2,2.3,3.2.2,3.12.10.1,6.1.3,6.1.4,6.2.5, 8.3.1 9.6.1,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, Laws and Regulations 14.1.1.4, 14.1.4, 15.1.4 1.5,2.3.2,3.2.3,3.2.4,3.6,3.7,3.12.10,3.13,9.6.4, Initial Decision 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.2 15.4 Initial Decision Maker,Definition of Liens 1.1.8 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 Initial Decision Maker,Decisions Limitations,Statutes of 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 12.2.5, 15.1.2, 15.4.1.1 Initial Decision Maker,Extent of Authority Limitations of Liability 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 3.2.2,3.5,3.12.10,3.12.10.1,3.17,3.18.1,4.2.6, Injury or Damage to Person or Property 4.2.7,6.2.2,9.4.2,9.6.4,9.6.7,9.6.8, 10.2.5, 10.3.3, 10.2.8, 10.4 11.3, 12.2.5, 13.3.1 Inspections Limitations of Time 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, 9.9.2,9.10.1, 12.2.1, 13.4 5.2,5.3,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, Instructions to Bidders 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15, 1.1.1 15.1.2, 15.1.3, 15.1.5 Instructions to the Contractor Materials,Hazardous 3.2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.4.2 10.2.4,10.3 Instruments of Service,Definition of Materials,Labor,Equipment and 1.1.7 1.1.3, 1.1.6,3.4.1,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Insurance 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 6.1.1,7.3.4,8.2.2,9.3.2,9.8.4,9.9.1,9.10.2,10.2.5,11 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Insurance,Notice of Cancellation or Expiration Means,Methods,Techniques,Sequences and 11.1.4, 11.2.3 Procedures of Construction Insurance,Contractor's Liability 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 11.1 Mechanic's Lien Insurance,Effective Date of 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 8.2.2, 14.4.2 Mediation Insurance,Owner's Liability 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6,15.3, 15.4.1, 11.2 15.4.1.1 Insurance,Property Minor Changes in the Work 10.2.5, 11.2, 11.4, 11.5 1.1.1,3.4.2,3.12.8,4.2.8,7.1,7.4 Init. AIA Document A201—2017.Copyright C 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 5 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for f resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF MISCELLANEOUS PROVISIONS Owner's Right to Clean Up 13 6.3 Modifications,Definition of Owner's Right to Perform Construction and to 1.1.1 Award Separate Contracts Modifications to the Contract 6.1 1.1.1, 1.1.2,2.5,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, Owner's Right to Stop the Work 10.3.2 2.4 Mutual Responsibility Owner's Right to Suspend the Work 6.2 14.3 Nonconforming Work,Acceptance of Owner's Right to Terminate the Contract 9.6.6,9.9.3, 12.3 14.2, 14.4 Nonconforming Work,Rejection and Correction of Ownership and Use of Drawings,Specifications 2.4,2.5,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, and Other Instruments of Service 12.2 1.1.1, 1.1.6, 1.1.7,1.5,2.3.6,3.2.2,3.11,3.17,4.2.12, Notice 5.3 1.6, 1.6.1, 1.6.2,2.1.2,2.2.2.,2.2.3,2.2.4,2.5,3.2.4, Partial Occupancy or Use 3.3.1,3.7.4,3.7.5,3.9.2,3.12.9,3.12.10,5.2.1,7.4, 9.6.6,9.9 8.2.2 9.6.8,9.7,9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, Patching,Cutting and 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 3.14,6.2.5 15.1.6, 15.4.1 Patents Notice of Cancellation or Expiration of Insurance 3.17 11.1.4, 11.2.3 Payment,Applications for Notice of Claims 4.2.5,7.3.9,9.2,9.3,9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, 1.6.2,2.1.2,3.7.4,9.6.8, 10.2.8,15.1.3, 15.1.5, 15.1.6, 14.2.3, 14.2.4, 14.4.3 15.2.8, 15.3.2, 15.4.1 Payment,Certificates for Notice of Testing and Inspections 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 13.4.1, 13.4.2 9.10.3, 14.1.1.3, 14.2.4 Observations,Contractor's Payment,Failure of 3.2,3.7.4 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Occupancy Payment,Final 2.3.1,9.6.6,9.8 4.2.1,4.2.9,9.10, 12.3, 14.2.4, 14.4.3 Orders,Written Payment Bond,Performance Bond and 1.1.1,2.4,3.9.2,7,8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 7.3.4.4,9.6.7,9.10.3,11.1.2 14.3.1 Payments,Progress OWNER 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 2 PAYMENTS AND COMPLETION Owner,Definition of 9 2.1.1 Payments to Subcontractors Owner,Evidence of Financial Arrangements 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 14.2.1.2 2.2, 13.2.2, 14.1.1.4 PCB Owner,Information and Services Required of the 10.3.1 2.1.2,2.2,2.3,3.2.2,3.12.10,6.1.3,6.1.4,6.2.5,9.3.2, Performance Bond and Payment Bond 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 7.3.4.4,9.6.7,9.10.3,11.1.2 14.1.1.4, 14.1.4, 15.1.4 Permits,Fees,Notices and Compliance with Laws Owner's Authority 2.3.1,3.7,3.13,7.3.4.4, 10.2.2 1.5,2.1.1,2.3.32.4,2.5,3.4.2,3.8.1,3.12.10,3.14.2, PERSONS AND PROPERTY,PROTECTION OF 4.1.2,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,6.3,7.2.1, 10 7.3.1,8.2.2,8.3.1,9.3.2,9.5.1,9.6.4,9.9.1,9.10.2, Polychlorinated Biphenyl 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 10.3.1 15.2.7 Product Data,Definition of Owner's Insurance 3.12.2 11.2 Product Data and Samples,Shop Drawings Owner's Relationship with Subcontractors 3.11,3.12,4.2.7 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 Progress and Completion Owner's Right to Carry Out the Work 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15.1.4 2.5, 14.2.2 Progress Payments 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The s American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for / resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Project,Definition of Separate Contracts and Contractors 1.1.4 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6,8.3.1, 12.1.2 Project Representatives Separate Contractors,Definition of 4.2.10 6.1.1 Property Insurance Shop Drawings,Definition of 10.2.5, 11.2 3.12.1 Proposal Requirements Shop Drawings,Product Data and Samples 1.1.1 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1.5,2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4,9.9.1, 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.9.2,9.4.2,9.10.1, 13.4 10.2.2,13.1,13.3,13.4.1,13.4.2,13.5, 14,15.2.8,15.4 Site Visits,Architect's Rejection of Work 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 4.2.6, 12.2.1 Special Inspections and Testing Releases and Waivers of Liens 4.2.6, 12.2.1, 13.4 9.3.1,9.10.2 Specifications,Definition of Representations 1.1.6 3.2.1,3.5,3.12.6,8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 Specifications Representatives 1.1.1, 1.1.6, 1.2.2, 1.5,3.12.10,3.17,4.2.14 2.1.1,3.1.1,3.9,4.1.1,4.2.10, 13.2.1 Statute of Limitations Responsibility for Those Performing the Work 15.1.2, 15.4.1.1 3.3.2,3.18,4.2.2,4.2.3,5.3,6.1.3,6.2,6.3,9.5.1, 10 Stopping the Work Retainage 2.2.2,2.4,9.7, 10.3, 14.1 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Stored Materials Review of Contract Documents and Field 6.2.1,9.3.2, 10.2.1.2, 10.2.4 Conditions by Contractor Subcontractor,Definition of 3.2,3.12.7,6.1.3 5.1.1 Review of Contractor's Submittals by Owner and SUBCONTRACTORS Architect 5 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Subcontractors,Work by Review of Shop Drawings,Product Data and Samples 1.2.2,3.3.2,3.12.1,3.18,4.2.3,5.2.3,5.3,5.4,9.3.1.2, by Contractor 9.6.7 3.12 Subcontractual Relations Rights and Remedies 5.3,5.4,9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, Submittals 6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.4,9.2,9.3,9.8, 12.2.4, 13.3, 14, 15.4 9.9.1,9.10.2,9.10.3 Royalties,Patents and Copyrights Submittal Schedule 3.17 3.10.2,3.12.5,4.2.7 Rules and Notices for Arbitration Subrogation,Waivers of 15.4.1 6.1.1, 11.3 Safety of Persons and Property Substances,Hazardous 10.2, 10.4 10.3 Safety Precautions and Programs Substantial Completion 3.3.1,4.2.2,4.2.7,5.3, 10.1, 10.2, 10.4 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, Samples,Definition of 15.1.2 3.12.3 Substantial Completion,Definition of Samples,Shop Drawings,Product Data and 9.8.1 3.11,3.12,4.2.7 Substitution of Subcontractors Samples at the Site,Documents and 5.2.3,5.2.4 3.11 Substitution of Architect Schedule of Values 2.3.3 9.2,9.3.1 Substitutions of Materials Schedules,Construction 3.4.2,3.5,7.3.8 3.10,3.12.1,3.12.2,6.1.3, 15.1.6.2 Sub-subcontractor,Definition of 5.1.2 Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 7 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Subsurface Conditions Time Limits 3.7.4 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2, Successors and Assigns 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3,9.4.1, 13.2 9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15.1.2, Superintendent 15.1.3, 15.4 3.9, 10.2.6 Time Limits on Claims Supervision and Construction Procedures 3.7.4, 10.2.8, 15.1.2, 15.1.3 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, Title to Work 7.3.4,8.2,8.3.1,9.4.2, 10, 12, 14, 15.1.4 9.3.2,9.3.3 Suppliers UNCOVERING AND CORRECTION OF WORK 1.5,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.5.4,9.6, 12 9.10.5, 14.2.1 Uncovering of Work Surety 12.1 5.4.1.2,9.6.8,9.8.5,9.10.2,9.10.3, 11.1.2, 14.2.2, Unforeseen Conditions,Concealed or Unknown 15.2.7 3.7.4,8.3.1, 10.3 Surety,Consent of Unit Prices 9.8.5,9.10.2,9.10.3 7.3.3.2,9.1.2 Surveys Use of Documents 1.1.7,2.3.4 1.1.1, 1.5,2.3.6,3.12.6,5.3 Suspension by the Owner for Convenience Use of Site 14.3 3.13,6.1.1,6.2.1 Suspension of the Work Values,Schedule of 3.7.5,5.4.2, 14.3 9.2,9.3.1 Suspension or Termination of the Contract Waiver of Claims by the Architect 5.4.1.1, 14 13.3.2 Taxes Waiver of Claims by the Contractor 3.6,3.8.2.1,7.3.4.4 9.10.5, 13.3.2, 15.1.7 Termination by the Contractor Waiver of Claims by the Owner 14.1, 15.1.7 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Termination by the Owner for Cause Waiver of Consequential Damages 5.4.1.1, 14.2, 15.1.7 14.2.4, 15.1.7 Termination by the Owner for Convenience Waiver of Liens 14.4 9.3,9.10.2,9.10.4 Termination of the Architect Waivers of Subrogation 2.3.3 6.1.1,11.3 Termination of the Contractor Employment Warranty 14.2.2 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9.10.2,9.10.4, 12.2.2, 15.1.2 TERMINATION OR SUSPENSION OF THE Weather Delays CONTRACT 8.3, 15.1.6.2 14 Work,Definition of Tests and Inspections 1.1.3 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, Written Consent 9.9.2,9.10.1, 10.3.2, 12.2.1,13.4 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.10.3, TIME 13.2, 13.3.2, 15.4.4.2 8 Written Interpretations Time,Delays and Extensions of 4.2.11,4.2.12 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Written Orders 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 1.1.1,2.4,3.9,7,8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 Init. AIA Document A201—2017.Copyright C 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 8 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions), Drawings,Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement, and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive,or(4)a written order for a minor change in the Work issued by the Architect.Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid,Instructions to Bidders,sample forms,other information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4)between any persons or entities other than the Owner and the Contractor.The Contractor shall incorporate the obligations of this Contract into its respective subcontracts,supply agreements and purchase orders.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 The Work The term"Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment,and services provided or to be provided by the Contractor to fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations,sections,details,schedules,and diagrams. § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,systems,standards and workmanship for the Work,and performance of related services. § 1.1.7 Instruments of Service Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements.Instruments of Service may include,without limitation,studies,surveys,models, sketches,drawings,specifications,and other similar materials. § 1.1.8 Initial Decision Maker This section is intentionally deleted. § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 9 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions.If it is determined that any provision of the Contract Documents violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Contract Documents shall be construed,to the fullest extent permitted by law,to give effect to the parties' intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions,sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are(1)specifically defined,(2)the titles of numbered articles,or(3)the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as"all"and"any"and articles such as"the"and"an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings,Specifications,and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and retain all common law,statutory,and other reserved rights in their Instruments of Service,including copyrights.The Contractor,Subcontractors, Sub-subcontractors,and suppliers shall not own or claim a copyright in the Instruments of Service.Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. § 1.5.2 The Contractor,Subcontractors,Sub-subcontractors,and suppliers are authorized to use and reproduce the Instruments of Service provided to them,subject to any protocols established pursuant to Sections 1.7 and 1.8,solely and exclusively for execution of the Work.All copies made under this authorization shall bear the copyright notice,if any,shown on the Instruments of Service.The Contractor,Subcontractors,Sub-subcontractors,and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner,Architect,and the Architect's consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2,where the Contract Documents require one party to notify or give notice to the other party,such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail,or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon written protocols governing the transmission and use of,and reliance on,Instruments of Service or any other information or documentation in digital form. § 1.8 Building Information Models Use and Reliance Any use of,or reliance on,all or a portion of a building information model without agreement to written protocols governing the use of,and reliance on,the information contained in the model shall be at the using or relying parry's sole risk and without liability to the other party and its contractors or consultants,the authors of,or contributors to,the building information model,and each of their agents and employees. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 10 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization.Except as otherwise provided in Section 4.2.1,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor,within fifteen days after receipt of a written request,information necessary and relevant for the Contractor to evaluate,give notice of,or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site,and the Owner's interest therein. § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 The Owner shall be required to furnish the Contractor evidence that it has made financial arrangements to fulfil the Owner's obligations under the contract. Failure to provide such information shall constitute a basis for the Contractor to suspend further work on the Project until such information is provided.If commencement of the Work is delayed under this Section 2.2.1,the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor,the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract only if(1)the Owner fails to make payments to the Contractor as the Contract Documents require; (2)the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due; or(3)a change in the Work materially changes the Contract Sum. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2,the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as"confidential,"the Contractor shall keep the information confidential and shall not disclose it to any other person.However,the Contractor may disclose"confidential"information,after seven(7)days' notice to the Owner,where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or by court or arbitrator(s)order.The Contractor may also disclose"confidential"information to its employees,consultants, sureties,Subcontractors and their employees,Sub-subcontractors,and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 The Owner shall secure and pay for necessary,permits,governmental fees,licenses,inspections,approvals, easements,assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing facilities,required for execution and completion of the work. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture,or an entity lawfully practicing architecture,in the jurisdiction where the Project is located.That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 If the employment of the Architect terminates,the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 2.3.4 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site.The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 11 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 2.3.6 Unless otherwise provided in the Contract Documents,the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.4 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents,the Owner may issue a written order to the Contractor to stop the Work,or any portion thereof,until the cause for such order has been eliminated;however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,except to the extent required by Section 6.1.3. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies the Owner may have, correct such default or neglect.Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may,pursuant to Section 9.5.1,withhold or nullify a Certificate for Payment in whole or in part,to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect,or failure.If current and future payments are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner.If the Contractor disagrees with the actions of the Owner or the Architect,or the amounts claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Contractor shall be lawfully licensed,if required in the jurisdiction where the Project is located.The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract.The term"Contractor"means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,become generally familiar with visible local conditions under which the Work is to be performed,and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner and designated as a Contract Document,shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any visible conditions at the site affecting it and shall reasonably compare such field measurements and conditions with the Contract Documents before commencing the Work.These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents; however,the Contractor shall promptly report to the Architect any errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 12 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities including failure of the Construct Documents to comply with the requirements of the American's with Disabilities Act or Fair Housing Act ("the"ADA")„but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require.In the event that any party files a claim against the Contractor for failure of the Contract Documents or the Work performed in accordance therewith to follow the requirements of the FHA or ADA,the Owner shall defend and indemnify the Contractor from any such claim. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7,as would have been avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconformities of the Contract Documents to applicable laws,statutes, ordinances,codes,rules and regulations,and lawful orders of public authorities. § 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,construction means,methods,techniques,sequences, and procedures,and for coordinating all portions of the Work under the Contract.If the Contract Documents give specific instructions concerning construction means,methods,techniques,sequences,or procedures,the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means,methods, techniques,sequences,or procedures.If the Contractor determines that such means,methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely notice to the Owner and Architect,and shall propose alternative means,methods,techniques,sequences,or procedures.The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction.Unless the Architect objects to the Contractor's proposed alternative,the Contractor shall perform the Work using its alternative means,methods, techniques,sequences,or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors.The relationship of the Contractor to the Owner shall be that of an independent contractor.Nothing contained in or inferable from the Contract or Contract Documents shall be deemed or construed to(i)make the Contractor the agent,servant,or employee of the Owner,or(ii)create any partnership,joint venture,or other association between the Owner and the Contractor. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery,water,heat,utilities,transportation,and other facilities and services necessary for proper execution and completion of the Work,whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4,the Contractor may make substitutions only with the consent of the Owner,after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work.The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. Init. AIA Document A201—2017.Copyright CO 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 13 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of specified quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects,except for those inherent in the quality of the Work the Contract Documents require or permit.Work, materials,or equipment not conforming to these requirements may be considered defective.The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor, improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage.If required by the Architect,the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material,equipment,or other special warranties required by the Contract Documents shall be issued in the name of the Owner,or shall be transferable to the Owner,and shall commence in accordance with Section 9.8.4. § 3.6 Taxes The Contractor shall pay sales,consumer,use and similar taxes for the Work provided by the Contractor that 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,Notices and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents,the Owner shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions.This includes,but is not limited to,any costs arising out of the existence of subsurface or physical conditions which are reasonably shown or inferable from the Contract Documents,which could have been reasonably discovered during the Contractor's inspections of the Property and/or Site or during any investigations, explorations,tests or studies of the Property and/or Site actually performed by the Contractor,or which are inherent to the Work and should have been reasonably anticipated by the Contractor.The Architect will promptly investigate such conditions and,if the Architect determines that 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 that an equitable adjustment be made 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 promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. § 3.7.5 If,in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect.Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. Init. AIA DocumentA201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 14 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents.Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site,labor,installation costs,overhead,profit,and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;and .3 whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the name and qualifications of a proposed superintendent.Within 14 days of receipt of the information,the Architect may notify the Contractor,stating whether the Owner or the Architect(1)has reasonable objection to the proposed superintendent or(2)requires additional time for review.Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 Contractor's Construction and Submittal Schedules § 3.10.1 The Contractor,promptly after being awarded the Contract,shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall contain detail appropriate for the Project,including(1)the date of commencement of the Work,interim schedule milestone dates,and the date of Substantial Completion;(2)an apportionment of the Work by construction activity;and(3)the time required for completion of each portion of the Work.The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents.The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. § 3.10.2 The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,shall submit a submittal schedule for the Architect's approval.The Architect's approval shall not be unreasonably delayed or withheld.The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals.If the Contractor fails to submit a submittal schedule,or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 Documents and Samples at the Site The Contractor shall make available,at the Project site,the Contract Documents,including Change Orders, Construction Change Directives,and other Modifications,in good order and marked currently to indicate field changes and selections made during construction,and the approved Shop Drawings,Product Data,Samples,and Init. AIA Document A201—2017.Copyright r 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 15 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF similar required submittals.These shall be in electronic form or paper copy,available to the Architect and Owner,and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings,Product Data and Samples § 3.12.1 Shop Drawings are drawings,diagrams,schedules,and other data specially prepared for the Work by the Contractor or a Subcontractor,Sub-subcontractor,manufacturer,supplier,or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations,standard schedules,performance charts,instructions,brochures,diagrams,and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials,equipment,or workmanship,and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings,Product Data,Samples,and similar submittals are not Contract Documents.Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review by the Architect is subject to the limitations of Section 4.2.7.Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents.Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents,approve,and submit to the Architect,Shop Drawings,Product Data,Samples,and similar submittals required by the Contract Documents,in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. § 3.12.6 By submitting Shop Drawings,Product Data,Samples,and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed and approved them,(2)determined and verified materials,field measurements and field construction criteria related thereto,or will do so,and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,Product Data,Samples,or similar submittals,until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings,Product Data,Samples,or similar submittals,unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a minor change in the Work,or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data,Samples,or similar submittals,by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples,or similar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such notice,the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences,and procedures.The Contractor shall not be required to provide professional services in violation of applicable law. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 16 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 3.12.10.1 If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of the Contractor by the Contract Documents,the Owner and the Architect will specify all performance and design criteria that such services must satisfy.The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents.The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings,calculations,specifications,certifications,Shop Drawings,and other submittals prepared by such professional.Shop Drawings,and other submittals related to the Work,designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect.The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications,and approvals performed or provided by such design professionals,provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10,the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria,the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws,statutes,ordinances,codes, rules and regulations,lawful orders of public authorities,and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 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.All areas requiring cutting,fitting,or patching shall be restored to the condition existing prior to the cutting,fitting,or patching,unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold,from the Owner or a Separate Contractor,its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery,and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,upon 48 hours and an opportunity to cure,the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for defense or loss when a particular design,process,or product of a particular manufacturer or manufacturers is required by the Contract Documents,or where the copyright violations are contained in Drawings, Specifications,or other documents prepared by the Owner or Architect.However,if an infringement of a copyright or Init. AIA Document A201—2017.Copyright(ID 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 17 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF patent is discovered by,or made known to,the Contractor,the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law,the Contractor shall indemnify and hold harmless the Owner, Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages,losses, and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work, provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itself),except where such loss is caused by the sole negligence of the Owner.Such obligation shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable,the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation,or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts,or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 Duties,responsibilities,and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified,or extended without written consent of the Owner,Contractor,and Architect.Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment.The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of,or responsibility for the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor, and(3)defects and deficiencies observed in the Work.The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect will not have control over or charge of,and will not be responsible for acts or omissions of,the Contractor,Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities.The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project.Communications by and with the Architect's consultants shall be through the Architect.Communications by and with Subcontractors and suppliers shall be through the Contractor.Communications by and with Separate Contractors shall be through the Owner.The Contract Documents may specify other communication protocols. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 18 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3,whether or not the Work is fabricated,installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,suppliers, their agents or employees,or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data,and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3,3.5,and 3.12.The Architect's review shall not constitute approval of safety precautions or of any construction means,methods,techniques,sequences,or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives,and may order minor changes in the Work as provided in Section 7.4.The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion pursuant to Section 9.8;receive and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree,the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site.The Owner shall notify the Contractor of any change in the duties,responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from,the Contract Documents and will be in writing or in the form of drawings.When making such interpretations and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either,and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 19 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.The term"Subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.The term"Subcontractor"does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site.The term"Sub-subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents,the Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work,including those who are to furnish materials or equipment fabricated to a special design.Within 14 days of receipt of the information,the Architect may notify the Contractor whether the Owner or the Architect(1)has reasonable objection to any such proposed person or entity or(2)requires additional time for review.Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection.If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.However,no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor,person,or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities,including the responsibility for safety of the Subcontractor's Work that the Contractor,by these Contract Documents,assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract agreement,the benefit of all rights,remedies,and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner.Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors.The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will be bound,and,upon written request of the Subcontractor,identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents.Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor;and .2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the Contract. init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 20 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity,the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner's Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term"Separate Contractor(s)"shall mean other contractors retained by the Owner under separate agreements.The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract,including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Contractor,who shall cooperate with them.The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules.The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement.The construction schedules shall then constitute the schedules to be used by the Contractor,Separate Contractors,and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors,the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract,including, without excluding others,those stated in Article 3,this Article 6,and Articles 10, 11,and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work.Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work.The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.2.3 The Owner may assert for costs to the Contractor that the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays,improperly timed activities or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays,improperly timed activities,damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. Init. AIA Document A201—2017.Copyright' 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 21 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor,Separate Contractors,and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,after 48 hours and an opportunity to cure,the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work,subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner,Contractor,and Architect.A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents.The Contractor shall proceed promptly with changes in the Work,unless otherwise provided in the Change Order, Construction Change Directive,or order for a minor change in the Work. § 7.2 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor,and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment,if any,in the Contract Sum;and .3 The extent of the adjustment,if any,in the Contract Time. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or Contract Time,or both.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions,or other revisions,the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee;or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum,an amount for overhead and profit as set forth in the Agreement,or if no such amount is set forth in the Agreement,a reasonable amount.In such case,and also under Section 7.3.3.3,the Contractor shall keep and present,in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.4 shall be limited to the following: Init. AIA Document A201—2017.Copyright C 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 22 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF .1 Costs of labor,including applicable payroll taxes,fringe benefits required by agreement or custom, workers'compensation insurance,and other employee costs approved by the Architect; .2 Costs of materials,supplies,and equipment,including cost of transportation,whether incorporated or consumed; .3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance,permit fees,and sales,use,or similar taxes,directly related to the change;and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time,the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 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 Contractor's agreement or disagreement with the method,if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them.Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any,with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment.The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines,in the Architect's professional judgment,to be reasonably justified.The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order,subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Architect will prepare a Change Order.Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time.The Architect's order for minor changes shall be in writing.If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time,the Contractor shall notify the Architect and shall not proceed to implement the change in the Work.If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 23 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 8.1.4 The term"day"as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by(1)an act or neglect of the Owner or Architect,of an employee of either,or of a Separate Contractor;(2)by changes ordered in the Work; (3)by labor disputes,fire,unusual delay in deliveries,unavoidable casualties,adverse weather conditions documented in accordance with Section 15.1.6.2,or other causes beyond the Contractor's control;(4)by delay authorized by the Owner pending mediation and binding dispute resolution;or(5)by other causes that the Contractor asserts,and the Architect determines,justify delay,then the Contract Time shall be extended for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit a schedule of values to the Architect before the first Application for Payment,allocating the entire Contract Sum to the various portions of the Work.The schedule of values shall be prepared in the form,and supported by the data to substantiate its accuracy,required by the Architect.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment.Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require,and unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment,the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values,if required under Section 9.2,for completed portions of the Work.The application shall be notarized,if required,and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require,such as copies of requisitions,and releases and waivers of liens from Subcontractors and suppliers,and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9,such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,but not yet included in Change Orders. Init. AIA Document A201—2017.Copyright n 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 24 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents,'Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work.If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage, and transportation to the site,for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the best of the Contractor's knowledge,information,and belief,be free and clear of liens,claims,security interests,or encumbrances,in favor of the Contractor,Subcontractors,suppliers,or other persons or entities that provided labor, materials,and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 The Architect will,within seven days after receipt of the Contractor's Application for Payment,either(1)issue to the Owner a Certificate for Payment in the full amount of the Application for Payment,with a copy to the Contractor;or(2)issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due,and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1;or(3)withhold certification of the entire Application for Payment,and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner,based on the Architect's evaluation of the Work and the data in the Application for Payment,that,to the best of the Architect's knowledge,information,and belief,the Work has progressed to the point indicated,the quality of the Work is in accordance with the Contract Documents,and that the Contractor is entitled to payment in the amount certified.The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion,and to specific qualifications expressed by the Architect. However,the issuance of a Certificate for Payment will not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work;(2)reviewed construction means,methods,techniques,sequences,or procedures;(3)reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may recommend to the Owner that funds are withheld from a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made.If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner as provided in Section 9.4.1.If the Contractor and Architect cannot agree on a revised amount,the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible,including loss resulting from acts and omissions described in Section 3.3.2,because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims,unless security acceptable to the Owner is provided by the Contractor; Init. AIA Document A201—2017.Copyright ID 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 25 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor,materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1,in whole or in part,that party may submit a Claim in accordance with Article 15.The Owner shall not withhold payment for any damage or claim that falls within the scope of potential coverage of a liability policy or a property policy required under this Agreement. § 9.5.3 When the reasons for withholding certification are removed,certification will be made for amounts previously withheld. § 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor,no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Architect will,on request,furnish to a Subcontractor,if practicable,information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work.If the Contractor fails to furnish such evidence within seven days,the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay,or to see to the payment of money to,a Subcontractor or supplier,except as may otherwise be required by law. § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials,or both, under contract with the Contractor for which payment was made by the Owner.Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor,create any fiduciary liability or tort liability on the part of the Contractor for breach of trust,or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall defend and indemnify the Owner from all loss,liability,damage or expense,including reasonable attorney's fees and Init. AIA Document A201—2017.Copyright(I:,1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 26 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents,'Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF litigation expenses,arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor.If approved by the applicable court,when required,the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days'notice to the Owner and Architect,stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start-up,plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment.Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list,the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Architect's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall, before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect.In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion;establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance;and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate.Upon such acceptance,and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof.Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.Upon Substantial Completion of the Work,the Contractor shall be paid all retainage,exclusive of a reasonable estimate of the Work to be completed and one hundred fifty percent(150%)of the value attributable to"punch list"Work. As items on the punch list are completed,the Contractor shall be paid one hundred fifty percent(150%)of their value at the next progress payment. § 9.8.6 In the event the Agreement provides for liquidated damages to be assessed for late completion of the Work, such liquidated damages shall cease to accrue as of the earlier of the date that either:(a)a temporary certificate of occupancy is issued by the local authority having jurisdiction or(b)the Owner takes beneficial use of the Work. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project.Such partial occupancy or use Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 27 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF 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,security,maintenance, heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2.Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld.The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or,if no agreement is reached,by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use,the Owner,Contractor,and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection.When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable.The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect,(3)a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4)consent of surety,if any,to final payment,(5)documentation of any special warranties,such as manufacturers' warranties or specific Subcontractor warranties,and(6)if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts and releases and waivers of liens,claims,security interests,or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner.If a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien,claim,security interest,or encumbrance.If a lien, claim,security interest,or encumbrance remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien,claim,security interest,or encumbrance,including all costs and reasonable attorneys'fees. § 9.10.3 If,after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion,and the Architect so confirms,the Owner shall,upon application by the 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,corrected,and accepted.If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens,Claims,security interests,or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents;or .4 audits performed by the Owner,if permitted by the Contract Documents,after final payment. Init. AIA Document A201—2017.Copyright 0 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 28 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 9.10.5 Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating,maintaining,and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.1.1 The Owner agrees to require all parties or individuals,representing,contracted to or employed by the Owner to comply with the McAlvain Construction, Inc. Construction Safety Manual and Policies while in the area of operations under the scope of this Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury,or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody,or control of the Contractor,a Subcontractor,or a Sub-subcontractor;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures,and utilities not designated for removal,relocation,or replacement in the course of construction. § 10.2.2 The Contractor shall comply with,and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities,bearing on safety of persons or property or their protection from damage,injury,or loss. § 10.2.3 The Contractor shall implement,erect,and maintain,as required by existing conditions and performance of the Contract,reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards;promulgating safety regulations;and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment,or unusual methods are necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3.The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by 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 addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,notice of the injury or damage,whether or not insured,shall be Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 29 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF given to the other party within a reasonable time not exceeding 21 days after discovery.The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials and Substances § 10.3.1 Except to the extent identified in the Contract Documents,the parties are not aware of and do not expect to encounter any hazardous materials or substances at the Site.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor's notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless.Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either the Contractor or Architect has an objection to a person or entity proposed by the Owner,the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. § 10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims, damages,losses,and expenses,including but not limited to attorneys' fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself),except to the extent that such damage,loss,or expense is due to the gross negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.The Owner shall be responsible for hazardous materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs(1)for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles,or(2)where the Contractor fails to perform its obligations under Section 10.3.1,except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If,without negligence on the part of the Contractor,the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents,the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury,or loss.Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability,containing the endorsements,and subject to the terms and conditions,as described in the Agreement or elsewhere in the Contract Documents.The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located.The Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 30 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Owner,Architect,and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types,for such penal sums,and subject to such terms and conditions as required by the Contract Documents.The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance.Within three(3)business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents,the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration.Upon receipt of notice from the Contractor,the Owner shall,unless the lapse in coverage arises from an act or omission of the Owner,have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor.The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.1.5 PROPERTY INSURANCE § 11.1.5.1 Unless the Owner specifically provides such coverage that is equivalent in coverage to the Contractor standard builders'risk policy,the Contractor 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 written on a builder's risk"all-risk"or equivalent policy form in the amount of the initial Contract Sum,plus value of subsequent Contract Modifications and cost of materials supplied or installed by others,comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained,unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance,until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section to be covered,whichever is later.This insurance shall include interests of the Owner,the Contractor,Subcontractors and Sub-subcontractors in the Project. § 11.1.5.2 Property insurance shall be on an"all-risk"or equivalent policy form and shall include,without limitation, insurance against the perils of fire(with extended coverage)and physical loss or damage including,without duplication of coverage,theft,vandalism,malicious mischief,collapse,earthquake,flood,windstorm,falsework, testing and startup,temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements,and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. § 11.1.5.3 If the property insurance requires deductibles,deductibles shall be a Cost of the Work. § 11.1.5.4 This property insurance shall cover portions of the Work stored off the site,and also portions of the Work in transit. § 11.1.5.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies 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. § 11.1.5.6 In the event that the Owner elects to provide property insurance in lieu of the Contractor,the Owner shall be required to provide a Builders'Risk policy with coverage equal to or greater than Contractor's policy and with a deductible no greater than$5,000 per occurrence and with a minimum of$2 million in coverage for Contractor's Extra Expense and Contractor's Expediting Expense. The Owner shall be required to name the Contractor as an additional named insured and shall be required to provide the Contractor both a certificate of insurance and a complete copy of the policy with all required endorsements. In the event that the Owner's policy provides for coverage that is less Init. AIA Document A201—2017.Copyright(ID 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 31 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF favorable than the Contractor's policy,the Owner shall reimburse the Contractor by change order for any costs incurred that are not covered by the Owner's policy if they would have been covered by the Contractor's policy. § 11.2 Owner's Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability,containing the endorsements,and subject to the terms and conditions,as described in the Agreement or elsewhere in the Contract Documents.The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance.If the Owner commits to provide builders risk coverage and subsequently fails to purchase and maintain the required property insurance,with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents,the Owner shall inform the Contractor in writing prior to commencement of the Work.Upon receipt of notice from the Owner,the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor,Subcontractors, and Sub-Subcontractors in the Work.When the failure to provide coverage has been cured or resolved,the Contract Sum and Contract Time shall be equitably adjusted.In the event the Owner fails to procure coverage,the Owner waives all rights against the Contractor,Subcontractors,and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner.The cost of the insurance shall be charged to the Owner by a Change Order.If the Owner does not provide written notice,and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance,the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner's Required Property Insurance.Within three(3)business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents,the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration.Unless the lapse in coverage arises from an act or omission of the Contractor:(1)the Contractor,upon receipt of notice from the Owner,shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor;(2)the Contract Time and Contract Sum shall be equitably adjusted;and(3)the Owner waives all rights against the Contractor, Subcontractors,and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled.If the Contractor purchases replacement coverage,the cost of the insurance shall be charged to the Owner by an appropriate Change Order.The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against(1)each other and any of their subcontractors, sub-subcontractors,agents,and employees,each of the other;(2)the Architect and Architect's consultants;and(3) Separate Contractors,if any,and any of their subcontractors,sub-subcontractors,agents,and employees,for damages caused by fire,or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance.The Owner or Contractor,as appropriate,shall require similar written waivers in favor of the individuals and entities identified above from the Architect,Architect's consultants,Separate Contractors,subcontractors,and sub-subcontractors.The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation.This waiver of subrogation shall be effective as to a person or entity(1)even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise,(2)even though that person or entity did not pay the insurance premium directly or indirectly, or(3)whether or not the person or entity had an insurable interest in the damaged property. §11.3.2 If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period,to the extent permissible by such policies,the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 32 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF The Owner,at the Owner's option,may purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property,or the inability to conduct normal operations,due to fire or other causes of loss.The Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner's property,due to fire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement 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 Section 11.5.2.The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner,and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss,the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds.The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds.If the Contractor does not object,the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation.Upon receipt,the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions.Thereafter,if no other agreement is made or the Owner does not terminate the Contract for convenience,the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose.If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to settle the insured loss,and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15.Pending resolution of any dispute,the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Architect,be uncovered for the Architect's examination 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 that the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate.If such Work is not in accordance with the Contract Documents,the costs of uncovering the Work,and the cost of correction,shall be at the Contractor's expense. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents,discovered before Substantial Completion and'whether or not fabricated,installed or completed. Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Architect's services and expenses made necessary thereby,shall be at the Contractor's expense. § 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of any applicable special warranty required by the Contract Documents,any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of notice from the Owner to do so,unless the Owner has previously given the Contractor a written acceptance of such condition.The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.5. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 33 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors,whether completed or partially completed,caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as appropriate and equitable.Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules.If the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 15.4. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors,assigns,and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate the assignment.If the Owner requests Contractor to execute a Lender Consent to Assignment or other document required by the Lender as a pre-condition to closing, such agreement cannot make any material changes to this Contract or the Construction Manager shall be entitled to an increase in the Contract Sum or Contract Time associated with any requirement imposed by the Lender Consent to Assignment that is not already required by this Contract. Owner agrees to provide any such document to Contractor at least five(5)days prior to execution required. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights,and remedies otherwise imposed or available by law. § 13.3.2 Except for notices required pursuant to Article 14,written notices required under this Agreement may be transmitted by email. Any notices required pursuant to Article 14 shall be sent by registered mail or personal delivery, and shall be deemed to have been duly served if delivered in person to the individual,to a member of the firm or entity, Init. AIA Document A201—2017.Copyright CD 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 34 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF or to an officer of the corporation for which it was intended;or if delivered at,or sent by registered or certified mail or by courier service providing proof of delivery to,the last business address known to the party giving notice.No action or failure to act by the Owner,Architect,or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 13.4 Tests and Inspections § 13.4.1 Tests,inspections,and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws,statutes,ordinances,codes,rules,and regulations or lawful orders of public authorities.Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections,and approvals with an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public authority,and shall bear all related costs of tests,inspections,and approvals.The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures.The Owner shall bear costs of tests,inspections,or approvals that do not become requirements until after bids are received or negotiations concluded.The Owner shall directly arrange and pay for tests,inspections,or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Architect,Owner,or public authorities having jurisdiction determine that portions of the Work require additional testing,inspection,or approval not included under Section 13.4.1,the Architect will,upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection,or approval,by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures.Such costs, except as provided in Section 13.4.3,shall be at the Owner's expense. § 13.4.3 If procedures for testing,inspection,or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents,all costs made necessary by such failure,including those of repeated procedures and compensation for the Architect's services and expenses,shall be at the Contractor's expense. § 13.4.4 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. § 13.4.5 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. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties 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 located. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government,such as a declaration of national emergency,that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents;or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. Init. AIA Document A201—2017.Copyright 6 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 35 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work, repeated suspensions,delays,or interruptions of the entire Work by the Owner as described in Section 14.3,constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon seven days'notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,as well as reasonable overhead and profit on Work not executed,and costs incurred by reason of such termination. § 14.1.4 Unless mutually agreed by both parties,if the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days'notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 After written notice and an opportunity to cure as required by Section 14.2.2,The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority;or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist,and upon certification by the Architect that sufficient cause exists to justify such action,the Owner may,without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'notice and a reasonable opportunity to cure. If the default cannot reasonable be cured within fourteen days,the Contractor shall be deemed to have cured the default if,within seven days,the Contractor presents and diligently commences a plan to cure such default. If the Contractor does not cure or present a plan to cure the default within fourteen days,the Owner may, terminate employment of the Contractor and may,subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4;and .3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work,including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. § 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. Init. AIA Document A201—2017.Copyright(CD 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 36 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay,or interruption under Section 14.3.1.Adjustment of the Contract Sum shall include profit.No adjustment shall be made to the extent .1 that performance is,was,or would have been,so suspended,delayed,or interrupted,by another cause for which the Contractor is responsible;or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed;costs incurred by reason of the termination,including costs attributable to termination of Subcontracts and demobilization;and the termination fee,if any,set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,a change in the Contract Time,or other relief with respect to the terms of the Contract.The term"Claim"also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim.This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract,whether in contract,tort,breach of warranty or otherwise,in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect,if the Architect is not serving as the Initial Decision Maker.Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,whichever is later. § 15.1.3.2 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party.In such event,no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7 and Article 14,the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. Init. AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 37 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision,subject to the right of either party to proceed in accordance with this Article 15.The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum,notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim.Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,notice as provided in Section 15.1.3 shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.In the case of a continuing delay,only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated,and had an adverse effect on the scheduled construction. § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract.This mutual waiver includes .1 damages incurred by the Owner for rental expenses,for losses of use,income,profit,financing, business and reputation,and for loss of management or employee productivity or of the services of such persons;and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there,for losses of financing,business and reputation,and for loss of profit,except anticipated profit arising directly from the Work. This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with Article 14.Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages,when applicable,in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Claims,excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4,and 11.5,shall be referred to the Initial Decision Maker for initial decision.The Architect will serve as the Initial Decision Maker,unless otherwise indicated in the Agreement.Except for those Claims excluded by this Section 15.2.1,an initial decision shall be required as a condition precedent to mediation of any Claim.If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker,the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered.Unless the Initial Decision Maker and all affected parties agree,the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions:(1)request additional supporting data from the claimant or a response with supporting data from the other party,(2)reject the Claim in whole or in part,(3)approve the Claim,(4)suggest a compromise,or(5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of the request,and shall either(1)provide a Init. AIA Document A201—2017.Copyright CD 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 38 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished,or(3)advise the Initial Decision Maker that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim,or indicating that the Initial Decision Maker is unable to resolve the Claim.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect,if the Architect is not serving as the Initial Decision Maker,of any change in the Contract Sum or Contract Time or both.The initial decision shall be final and binding on the parties but subject to mediation and,if the parties fail to resolve their dispute through mediation,to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time,subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may,within 30 days from the date of receipt of an initial decision,demand in writing that the other party file for mediation.If such a demand is made and the party receiving the demand fails to file for mediation within 30 days after receipt thereof,then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor,the Owner may,but is not obligated to,notify the surety,if any, of the nature and amount of the Claim.If the Claim relates to a possibility of a Contractor's default,the Owner may, but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 Mediation § 15.3.1 Claims,disputes,or other matters in controversy arising out of or related to the Contract,except those waived as provided for in Sections 9.10.4,9.10.5,and 15.1.7,shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing, delivered to the other party to the Contract,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of binding dispute resolution proceedings but,in such event, mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order.If an arbitration is stayed pursuant to this Section 15.3.2,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. § 15.3.3 Either party may,within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute,demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof,then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement,any Claim subject to,but not resolved by,mediation shall be subject to arbitration which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement.The Arbitration shall be conducted in the place where the Project is located,unless another location is mutually agreed upon.A demand for arbitration shall be made in writing, Init. AIA Document A201—2017.Copyright CD 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 39 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF delivered to the other party to the Contract,and filed with the person or entity administering the arbitration.The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation,but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations.For statute of limitations purposes,receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement,shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules,either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that(1)the arbitration agreement governing the other arbitration permits consolidation,(2)the arbitrations to be consolidated substantially involve common questions of law or fact,and(3)the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules,either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration,provided that the party sought to be joined consents in writing to such joinder.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim,dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4,whether by joinder or consolidation,the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. §15.4.5 ARBITRATION PROCEEDURE The parties agree that they shall work together to conduct any arbitration proceedings in an efficient and cost effective manner. The parties stipulate that discovery shall not last longer than nine months from the date of selection of an arbitrator and that an arbitration hearing shall be completed not longer than twelve months from the date of selection of an arbitrator. Accordingly,the parties further agree as follow: § 15.4.5.1 Production of Documents. Within 14 days after selection of an arbitrator,each party shall produce disclosures in the form required by Fed.R.Civ.P.26. In addition,within 30 days after selection of an arbitrator,each party shall produce its entire project file and documents related to the dispute to the other party. Such production shall be in accordance with the following requirements: .1 documents maintained in paper form shall be produced as either:(a)PDF format with each individual documents as a separate PDF file with Optical Text Recognition applied or(b)in TIFF form(all meta data preserved) with an accompanying load file for an electronic discovery software platform such as Concordance or Relativity. .2 documents maintained in electronic form shall be produced in either:(a)native format or(b)in TIFF form (all meta data preserved)with an accompanying load file for an electronic discovery software platform such as Concordance or Relativity. § 15.4.5.2 Written Discovery. Each party shall be entitled to propound 25 interrogatories and requests for admission,which shall be answered in compliance with the requirements of Fed.R.Civ.P.26,33,and 36. Each party shall be entitled to unlimited requests for production of documents in accordance with Fed.R.Civ.P.34. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 40 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 15.4.5.3 Depositions. Each party shall be entitled to no more than 3 fact witness deposition each. Depositions of corporate entities pursuant to Fed.R.Civ.P.30(b)(6)shall be authorized but shall not increase the limit of depositions beyond 3. § 15.4.5.4 Experts. Each party shall be entitled to no more than 2 expert witnesses to be designated in compliance with Fed.R.Civ.P.26. All expert files shall be produced concurrently with any expert reports offered pursuant to Fed.R.Civ.P.26. § 15.4.5.5 Arbitration Hearing. Each party shall be entitled to no more than 20 hours of hearing time to present its case during the arbitration hearing. Time spent for cross examination shall be counted toward the time of the party questioning. § 15.4.5.6 Reasoned Decision. The Arbitrator shall prepare its decision in the form of a reasoned award with Findings of Fact and Conclusions of Law not later than 30 days after conclusion of the Hearing. § 15.4.5.7 Prevailing Party. The prevailing party in any such Arbitration shall be entitled to its reasonable costs, attorneys fees,expert fees,consulting fees,investigation fees related to the proceeding. Init. AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The 41 American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Additions and Deletions Report for AIA®Document A201® -2017 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 19:28:18 ET on 01/14/2026. PAGE 1 Eagle City Athletic Park 4490 Highway 16 Eagle, ID 83616 City of Eagle 660 Civic Ln Eagle,ID 83616 TBD PAGE 9 The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4)between any persons or entities other than the Owner and the Contractor.The Contractor shall incorporate the obligations of this Contract into its respective subcontracts,supply agreements and purchase orders.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. accordance with Section 15.2.The Initial Decision Maker shall not show partiality to the Owner or Contractor and This section is intentionally deleted. PAGE 11 § 2.2.1 ovidonce.The Owner shall be required to furnish the Contractor evidence that it has made financial arrangements to fulfil the Owner's obligations under the contract. Failure to provide such information shall constitute a basis for the Contractor to suspend further work on the Project until such information is provided.If commencement of the Work is delayed under this Section 2.2.1,the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor,the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF under the Contract only if(1)the Owner fails to make payments to the Contractor as the Contract Documents require; (2)the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due; or(3)a change in the Work materially changes the Contract Sum.Ifthe Owner f ils to p ides,ch a ide„ " res § 2.3.1 .,luding those re «Ρed u nder Sectionthe The Owner shall secure and pay for necessary-necessary,permits, governmental fees,licenses,inspections,approvals,easements,assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing€acifities.facilities,required for execution and completion of the work. PAGE 12 § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,become generally familiar with visible local conditions under which the Work is to be performed,and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.3.1,and designated as a Contract Document,shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any cite affecting it.visible conditions at the site affecting it and shall reasonably compare such field measurements and conditions with the Contract Documents before commencing the Work.These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions,or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect any errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities including failure of the Construct Documents to comply with the requirements of the American's with Disabilities Act or Fair Housing Act("the"ADA")„but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require.In the event that any party files a claim against the Contractor for failure of the Contract Documents or the Work performed in accordance therewith to follow the requirements of the FHA or ADA,the Owner shall defend and indemnify the Contractor from any such claim. PAGE 13 § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors.The relationship of the Contractor to the Owner shall be that of an independent contractor.Nothing contained in or inferable from the Contract or Contract Documents shall be deemed or construed to(i)make the Contractor the agent,servant,or employee of the Owner,or(ii)create any partnership,joint venture,or other association between the Owner and the Contractor. PAGE 14 § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of geed-specified quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from Additions and Deletions Report for AIA Document A201—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,"AIA,"the AIA Logo,and"AIA Contract Documents"are 2 trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF defects,except for those inherent in the quality of the Work the Contract Documents require or permit.Work, materials,or equipment not conforming to these requirements may be considered defective.The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor, improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage.If required by the Architect,the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.7.1 Unless otherwise provided in the Contract Documents,the Contractor Owner shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions.This includes,but is not limited to,any costs arising out of the existence of subsurface or physical conditions which are reasonably shown or inferable from the Contract Documents,which could have been reasonably discovered during the Contractor's inspections of the Property and/or Site or during any investigations, explorations,tests or studies of the Property and/or Site actually performed by the Contractor,or which are inherent to the Work and should have been reasonably anticipated by the Contractor.The Architect will promptly investigate such conditions and,if the Architect determines that 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 that an equitable adjustment be made 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 promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. PAGE 17 § 3.12.10.1 If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of the Contractor by the Contract Documents,the Owner and the Architect will specify all performance and design criteria that such services must satisfy.The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents.The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings,calculations,specifications,certifications,Shop Drawings,and other submittals prepared by such professional.Shop Drawings,and other submittals related to the Work,designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect.The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications,and approvals performed or provided by such design professionals,provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10,the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,upon 48 hours and an opportunity to cure,the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. PAGE 18 Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 3 trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 3.18.1 To the fullest extent permitted by law,the Contractor shall indemnify and hold harmless the Owner, Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages,losses, and expenses,including but not limited to attorneys' fees,arising out of or resulting from performance of the Work, provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itself), , , except where such loss is caused by the sole negligence of the Owner.Such obligation shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. PAGE 21 § 6.2.3 The wner may assert for costs to the Contractor that the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays,improperly timed activities or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays,improperly timed activities,damage to the Work or defective construction. PAGE 22 If a dispute arises among the Contractor,Separate Contractors,and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,after 48 hours and an opportunity to cure,the Owner may clean up and the Architect will allocate the cost among those responsible. PAGE 25 § 9.5.1 The Architect may withheld-recommend to the Owner that funds are withheld from a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made.If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner as provided in Section 9.4.1.If the Contractor and Architect cannot agree on a revised amount,the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible,including loss resulting from acts and omissions described in Section 3.3.2,because of PAGE 26 § 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1,in whole or in part,that party may submit a Claim in accordance with Article 15.The Owner shall not withhold payment for any damage or claim that falls within the scope of potential coverage of a liability policy or a property policy required under this Agreement. PAGE 27 § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate.Upon such acceptance,and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof.Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.Upon Substantial Completion of the Work,the Contractor shall be paid all retainage,exclusive of a reasonable estimate of the Work to be completed and one hundred fifty percent(150%)of the value attributable to"punch list"Work. As items on the punch list are completed,the Contractor shall be paid one hundred fifty percent(150%)of their value at the next progress payment. § 9.8.6 In the event the Agreement provides for liquidated damages to be assessed for late completion of the Work, such liquidated damages shall cease to accrue as of the earlier of the date that either:(a)a temporary certificate of occupancy is issued by the local authority having jurisdiction or(b)the Owner takes beneficial use of the Work. PAGE 29 § 10.1.1 The Owner agrees to require all parties or individuals,representing,contracted to or employed by the Owner Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 4 trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF to comply with the McAlvain Construction, Inc. Construction Safety Manual and Policies while in the area of operations under the scope of this Contract. PAGE 30 § 10.3.1 regarding hazardous materials o_substances Except to the extent identified in the Contract Documents,the parties are not aware of and do not expect to encounter any hazardous materials or substances at the Site.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims, damages,losses,and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself),except to the extent that such damage,loss,or expense is due to the fault or gross negligence of the party seeking indemnity. PAGE 31 6 11.1.5 PROPERTY INSURANCE $ 11.1.5.1 Unless the Owner specifically provides such coverage that is equivalent in coverage to the Contractor standard builders' risk policy,the Contractor 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 written on a builder's risk"all-risk"or equivalent policy form in the amount of the initial Contract Sum,plus value of subsequent Contract Modifications and cost of materials supplied or installed by others,comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles.Such property insurance shall be maintained,unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance,until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section to be covered,whichever is later.This insurance shall include interests of the Owner,the Contractor,Subcontractors and Sub-subcontractors in the Project. § 11.1.5.2 Property insurance shall be on an"all-risk"or equivalent policy form and shall include,without limitation, insurance against the perils of fire(with extended coverage)and physical loss or damage including,without duplication of coverage,theft,vandalism,malicious mischief,collapse,earthquake,flood,windstorm,falsework, testing and startup,temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements,and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. § 11.1.5.3 If the property insurance requires deductibles,deductibles shall be a Cost of the Work. $ 11.1.5.4 This property insurance shall cover portions of the Work stored off the site,and also portions of the Work in transit. $ 11.1.5.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies 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. Additions and Deletions Report for AIA Document A201—2017.Copyright 01911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 5 trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 11.1.5.6 In the event that the Owner elects to provide property insurance in lieu of the Contractor,the Owner shall be required to provide a Builders'Risk policy with coverage equal to or greater than Contractor's policy and with a deductible no greater than$5,000 per occurrence and with a minimum of$2 million in coverage for Contractor's Extra Expense and Contractor's Expediting Expense. The Owner shall be required to name the Contractor as an additional named insured and shall be required to provide the Contractor both a certificate of insurance and a complete copy of the policy with all required endorsements. In the event that the Owner's policy provides for coverage that is less favorable than the Contractor's policy,the Owner shall reimburse the Contractor by change order for any costs incurred that are not covered by the Owner's policy if they would have been covered by the Contractor's policy. PAGE 32 § 11.2.2 Failure to Purchase Required Property Insurance.If the Owner commits to provide builders risk coverage and subsequently fails to purchase and maintain the required property insurance,with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents,the Owner shall inform the Contractor in writing prior to commencement of the Work.Upon receipt of notice from the Owner,the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor,Subcontractors, and Sub-Subcontractors in the Work.When the failure to provide coverage has been cured or resolved,the Contract Sum and Contract Time shall be equitably adjusted.In the event the Owner fails to procure coverage,the Owner waives all rights against the Contractor,Subcontractors,and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner.The cost of the insurance shall be charged to the Owner by a Change Order.If the Owner does not provide written notice,and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance,the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. PAGE 34 § 13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate the assignment.If the Owner requests Contractor to execute a Lender Consent to Assignment or other document required by the Lender as a pre-condition to closing, such agreement cannot make any material changes to this Contract or the Construction Manager shall be entitled to an increase in the Contract Sum or Contract Time associated with any requirement imposed by the Lender Consent to Assignment that is not already required by this Contract. Owner agrees to provide any such document to Contractor at least five(5)days prior to execution required. § 13.3.2 Except for notices required pursuant to Article 14,written notices required under this Agreement may be transmitted by email. Any notices required pursuant to Article 14 shall be sent by registered mail or personal delivery, and shall be deemed to have been duly served if delivered in person to the individual,to a member of the firm or entity, or to an officer of the corporation for which it was intended;or if delivered at,or sent by registered or certified mail or by courier service providing proof of delivery to,the last business address known to the party giving notice.No action or failure to act by the Owner,Architect,or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. PAGE 36 § 14.1.4 If Unless mutually agreed by both parties,if the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days'notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2.1 After written notice and an opportunity to cure as required by Section 14.2.2,The Owner may terminate the Contract if the Contractor Additions and Deletions Report for AIA Document A201—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 6 trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF § 14.2.2 When any of the reasons described in Section 14.2.1 exist,and upon certification by the Architect that sufficient cause exists to justify such action,the Owner may,without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'notice,notice and a reasonable opportunity to cure. If the default cannot reasonable be cured within fourteen days,the Contractor shall be deemed to have cured the default if,within seven days,the Contractor presents and diligently commences a plan to cure such default. If the Contractor does not cure or present a plan to cure the default within fourteen days,the Owner may, terminate employment of the Contractor and may,subject to any prior rights of the surety: PAGE 37 § 14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed;costs incurred by reason of the termination,including costs attributable to termination of Suhe treetTSubcontracts and demobilization;and the termination fee,if any,set forth in the Agreement. PAGE 40 & 15.4.5 ARBITRATION PROCEEDURE The parties agree that they shall work together to conduct any arbitration proceedings in an efficient and cost effective manner. The parties stipulate that discovery shall not last longer than nine months from the date of selection of an arbitrator and that an arbitration hearing shall be completed not longer than twelve months from the date of selection of an arbitrator. Accordingly,the parties further agree as follow: &15.4.5.1 Production of Documents. Within 14 days after selection of an arbitrator,each party shall produce disclosures in the form required by Fed.R.Civ.P.26. In addition,within 30 days after selection of an arbitrator,each party shall produce its entire project file and documents related to the dispute to the other party. Such production shall be in accordance with the following requirements: .1 documents maintained in paper form shall be produced as either: (a)PDF format with each individual documents as a separate PDF file with Optical Text Recognition applied or(b)in TIFF form(all meta data preserved) with an accompanying load file for an electronic discovery software platform such as Concordance or Relativity. .2 documents maintained in electronic form shall be produced in either:(a)native format or(b)in TIFF form (all meta data preserved)with an accompanying load file for an electronic discovery software platform such as Concordance or Relativity. &15.4.5.2 Written Discovery. Each party shall be entitled to propound 25 interrogatories and requests for admission,which shall be answered in compliance with the requirements of Fed.R.Civ.P.26,33,and 36. Each party shall be entitled to unlimited requests for production of documents in accordance with Fed.R.Civ.P.34. &15.4.5.3 Depositions. Each party shall be entitled to no more than 3 fact witness deposition each. Depositions of corporate entities pursuant to Fed.R.Civ.P.30(b)(6)shall be authorized but shall not increase the limit of depositions beyond 3. &15.4.5.4 Experts. Each party shall be entitled to no more than 2 expert witnesses to be designated in compliance with Fed.R.Civ. P.26. All expert files shall be produced concurrently with any expert reports offered pursuant to Fed.R.Civ.P.26. § 15.4.5.5 Arbitration Hearing. Each party shall be entitled to no more than 20 hours of hearing time to present its case during the arbitration hearing. Time spent for cross examination shall be counted toward the time of the party questioning. & 15.4.5.6 Reasoned Decision. The Arbitrator shall prepare its decision in the form of a reasoned award with Findings of Fact and Conclusions of Law not later than 30 days after conclusion of the Hearing. & 15.4.5.7 Prevailing Party. The prevailing party in any such Arbitration shall be entitled to its reasonable costs, attorneys fees,expert fees,consulting fees,investigation fees related to the proceeding. Additions and Deletions Report for AIA Document A201—2017.Copyright 5 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997, 2007 and 2017.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are 7 trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.500025145_2 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF Certification of Document's Authenticity AIA® Document D401 TM —2003 I,Tony McAlvain Jr,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 19:28:18 ET on 01/14/2026 under Order No. 500025145_2 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document A201TM—2017,General Conditions of the Contract for Construction,other than those additions and deletions shown in the associated Additions and Deletions Report. —DocuSigned by: IM.CQ(,,,4 t piA41 1663F84A0.-- gne President (Title) 1/21/2026 (Dated) AIA Document D401—2003.Copyright O 1992 and 2003.All rights reserved."The American Institute of Architects,""American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are trademarks of The American Institute of Architects.This document was produced at 19:28:18 ET on 01/14/2026 under Order No.5000251452 which expires on 01/14/2027,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents®Terms of Service.To report copyright violations,e-mail docinfo@aiacontracts.com. User Notes: (844320634) Docusign Envelope ID:C34A9AEB-863A-4772-A623-F50714DAFFCF McALVAIN CONSTRUCTION INC. A BIG-D COMPANY EXHIBIT C—PRECONSTRUCTION RATES Title/ Role Hourly Rate Project Director 168.50 Sr. Project Manager 148.80 Project Engineer 87.80 Superintendent 126.20 Sr. Estimator 131.60 Estimator 110.50 *The following rates are established for the year 2026.2027 and subsequent annual rates are subject to change. McALVAIN CONSTRUCTION 5559 W GOWEN ROAD I BOISE, IDAHO 83709 I P 208.362.2125 I F 208.362.4356 I MCALVAIN.COM 0 docusign Certificate Of Completion Envelope Id:C34A9AEB-863A-4772-A623-F50714DAFFCF Status:Completed Subject:Please Docusign:A133-2019,A201-2017,Exhibit C Preconstruction Rates for City of Eagle RAP Source Envelope: Document Pages:89 Signatures:4 Envelope Originator: Certificate Pages:5 Initials:0 Courtney Garrett AutoNav:Enabled 5559 W.Gowen Road Envelopeld Stamping:Enabled Boise, ID 83709 Time Zone:(UTC-08:00)Pacific Time(US&Canada) cgarrett@mcalvain.com IP Address:209.141.116.234 Record Tracking Status:Original Holder:Courtney Garrett Location:DocuSign 1/14/20264:31:12 PM cgarrett@mcalvain.com Signer Events Signature Timestamp Brad Pike ,--Signed by: Sent:1/21/2026 12:35:47 PM Bpike@cityofeagle.org j°rea Pik Viewed: 1/21/2026 12:36:54 PM L--2CO2C1AE12B14DB_. Security Level:Email,Account Authentication Signed: 1/21/2026 12:39:07 PM (None) Signature Adoption:Pre-selected Style Using IP Address:64.124.184.154 Electronic Record and Signature Disclosure: Accepted:1/21/2026 12:36:54 PM ID:9e3320db-9129-4048-a427-f6bb33564a12 Torry McAlvain Sent: 1/21/2026 12:39:08 PM torryjr@mcalvain.com IWYtt Resent: 1/21/2026 3:11:05 PM '-A4256 1653FB4A0... President Viewed: 1/21/2026 6:35:39 PM Security Level: Email,Account Authentication Signed: 1/21/2026 6:37:36 PM (None) Signature Adoption:Pre-selected Style Using IP Address: 160.3.11.25 Electronic Record and Signature Disclosure: Accepted: 1/21/2026 6:35:39 PM ID:29b6d951-7e2d-49f7-9c95-a088c1479511 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Holly Csencsits COPIED Sent: 1/21/2026 12:35:49 PM hcsencsits@cityofeagle.org Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 1/21/2026 12:30:40 PM ID: 1dcd0542-67f7-47dc-b473-8a2eb06ae336 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/14/2026 4:46:59 PM Envelope Updated Security Checked 1/21/2026 11:48:28 AM Envelope Updated Security Checked 1/21/2026 11:48:28 AM Certified Delivered Security Checked 1/21/2026 6:35:39 PM Signing Complete Security Checked 1/21/2026 6:37:36 PM Completed Security Checked 1/21/2026 6:37:36 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:6/4/2013 1:03:50 PM Parties agreed to:Brad Pike,Torry McAlvain,Holly Csencsits CONSUMER DISCLOSURE From time to time,McAlvain Companies, Inc. 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