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P & C Construction ~ CP22002
CITY OF TIGARD-CONTRACT SUMMARY FORM Contract Overview Contract/Amendment Number: CP22002 Contract Start Date: 8/9/21 Contract End Date: Contract Title: Universal Plaza Construction Manager General Contractor Contractor Name: P&C Construction Company Contract Manager: Sean Farrelly Department: CD Contract Costs Original Contract Amount: $46,220.00 Total All Previous Amendments: Total of this Amendment: Total Contract Amount: $46,220.00 Procurement Authority Contract Type: Public Improvement Procurement Type: Formal RFP >$150K Solicitation Number: 2021-18 LCRB Date: N/A Account String: Fund-Division-Account Work Order—Activity Type Amount FY 22 940-8000-56005 $46,220.00 FY FY FY FY Contracts & Purchasing Approval Purchasing Signature: "-Comments: This is the pre-construction(design)portion of the Universal Plaza project. The Guaranteed Maximum Price Amendment is anticipated within the next 90 days and will need to go to LCRB for approval. This amendment will also include the substantial completion date. DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF Contract# CP22002 AllAIA Document Al 02" - 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the 91h day of August in the year 2021 Augustfirst two thousand twenty-one ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status, address and other information) completion.The author may also have revised the text of the original City of Tigard AIA standard form.An Additions and 13125 SW Hall Blvd Deletions Report that notes added Tigard,OR information as well as revisions to the 97223 standard form text is available from the author and should be reviewed.A and the Contractor: vertical line in the left margin of this (Name, legal status, address and other information) document indicates where the author has added necessary information P&C Construction Company and where the author has added to or 2133 NW York Street deleted from the original AIA text. Portland,OR This document has important legal 97210 consequences.Consultation with an attorney is encouraged with respect for the following Project: to its completion or modification. (Name, location and detailed description) The parties should complete Universal Plaza A102TM-2017,Exhibit A, Insurance and Bonds,contemporaneously with 9100 SW Burnham Street,Tigard,OR this Agreement.AIA Document New 1.18 acre Plaza in downtown Tigard,OR.Project includes a restroom/concessions A201 TM-2017,General Conditions of building,hardscape,softscape,water feature,integrated seating elements,swings,signage, the Contract for Construction, is etc.and connection to the path at the adjacent Fanno Creek trail.Coordination for detention adopted in this document by pond,sensitive lands and stormwater as required for Fanno Creek protection. reference.Do not use with other general conditions unless this The Architect: document is modified. (Name, legal status, address and other information) RIOS 3101 W.Exposition Place Los Angeles,CA 90018 Owner's Representative SOJ,Inc. 421 SW Sixth Avenue,Suite 750 Portland,OR 97204 Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, / 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF The Owner and Contractor agree as follows. TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 RELATIONSHIP OF THE PARTIES 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 5 CONTRACT SUM 6 CHANGES IN THE WORK 7 COSTS TO BE REIMBURSED 8 COSTS NOT TO BE REIMBURSED 9 DISCOUNTS,REBATES AND REFUNDS 10 SUBCONTRACTS AND OTHER AGREEMENTS 11 ACCOUNTING RECORDS 12 PAYMENTS 13 DISPUTE RESOLUTION 14 TERMINATION OR SUSPENSION 15 MISCELLANEOUS PROVISIONS 16 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,°"AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 2 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract(General, Supplementary, and other Conditions),Drawings, Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement and Modifications issued after execution of this Agreement,all of which form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements, either written or oral.If anything in the other Contract Documents,other than a Modification,is inconsistent with this Agreement, this Agreement shall govern. A Modification is defined in the AIA Document A201 —2017 edition as modified for this Agreement. An enumeration of the Contract Documents, other than a Modification, appears in Article 16. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents,except as specifically indicated in the Contract Documents to be the responsibility of others. § 2.1 The Contractor shall fully execute the Work described in the Contract Documents or reasonably inferable therefrom,except as specifically indicated in the Contract Documents to be the responsibility of others. § 2.1.1 The Work will be performed in two phases: .1 During Phase 1, Contractor will perform (A) the pre-construction services (the "Pre-Construction Services")described in Section 2.2,and(B)the early involvement of procurement for certain trades(the "Early Procurement Involvement") described in Section 2.3. Early Procurement Involvement may not commence until Owner provides written authorization to proceed. .2 During Phase 2, Contractor will perform all portions of the Work other than the Pre-Construction Services and Early Procurement Involvement. The parties agree that the terms and conditions of the Phase 2 Work will be set forth in a GMP Amendment. Until Owner and Contractor successfully negotiate the terms and conditions,and execute the GMP Amendment,Contractor has not been awarded the Phase 2 portion of the Work. § 2.2 The Work will include the following Pre-Construction Services: .1 Participating as a member of the Project team to advise, assist, and provide recommendations on all aspects of the Project throughout the design and documentation phases. .2 Reviewing Drawings, Specifications and other Contract Documents and suggesting modifications to improve completeness or clarity. .3 Providing recommendations regarding construction phasing,temporary facilities,site use,and worker and public safety. .4 Providing recommendations regarding current industry construction practices, building materials, building systems,products,equipment,labor market and materials availability. .5 Reviewing and advising on the Drawings and Specifications as they are developed and periodically released for general review regarding suitability for supporting proper cost estimating, suitability for proper bidding,constructability and work sequence issues,and impact to the Project schedule. .6 Advising on work phasing options to facilitate bidding and award of subcontracts in order to minimize impacts to the Work and to accelerate the schedule whenever practical. .7 Developing procedures for timely and accurate coordination for processing shop drawings and other similar Project documentation. .8 Assist the Project Manager in developing a Construction Administration Plan that sets forth the protocols,procedures and documents to be used during construction. .9 Developing an effective quality control program for all Work to ensure that the Work is performed in accordance with the Contract Documents. .10 Providing information and advice at all times on ways to reduce costs of the Project and duration of the Project schedule. Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 3 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF .11 Working with Project Manager to develop a Project Site Management Plan consisting of a site plan showing work activity locations, security and safety features, secure materials storage, parking, temporary facilities, cranes and equipment, demolition,recycling, adjacent property access and other zones and activities. .12 With the Project team,developing a Project Safety and Security Plan and a Quality Control Plan to be used for the Project. .13 Developing a proposed Contractor's Construction Schedule using schedule software consistent with the needs of the Owner,Architect and Project Manager. .14 Providing supporting documentation for the proposed Contractor's Construction Schedule, including but not limited to schedule of values,assumed progress rates,equipment and labor. .15 Identifying the critical path activities for monitoring the Project progress and managing the Work. .16 Monitoring and updating the proposed Contractor's Construction Schedule. .17 Providing construction cost estimating services throughout the course of design including, at a minimum,the following: .a Preparing comprehensive cost estimates for major milestones of design, including100% Schematic Design, 100%Design Development and 75%Construction Documents. .b At each major milestone described above, providing estimates to the Project Team and reconciling the estimate to produce a single cost estimate for that major milestone. The Contractor shall meet with the Project Team and fully explain the details in the cost estimates,the assumptions regarding the estimates, and the list of cost saving and value engineering recommendations. .c As needed, providing general advice and information about materials, costs, systems, and products. A As needed, providing comparative cost estimates for multiple Project elements to support the evaluation of options as they are identified. .e Value Engineering: advising and informing the Owner to support timely decision-making regarding, products, systems and materials that need to be comparatively analyzed not only for cost, but other factors such as schedule impact, constructability, quality, performance, maintenance and long-term operational costs. J Tracking and keeping the Project team informed of new products,changes in market conditions, labor practices and laws, legislation and other factors that may affect Project costs, materials, systems and products being considered. .18 Developing with the Project Team a mutually agreeable list of subcontracting opportunities,including identification of scope of each subcontracting opportunity; estimating cost/value of work; identifying specialty needs and schedule requirements;and identifying subcontracting opportunities and needs that should be addressed or acquired during Pre-Construction Services and before construction commences. .19 Providing summary charts of bids received and reviewing bids with Owner, Project Manager and Architect. .20 Implementing a selection process acceptable to Owner and Project Manager to engage design-build subcontractor(s)for the mechanical,electrical and fire suppression work required for the Project.With Owner's approval, Contractor shall contract with the design-build subcontractor(s)to provide design services during the Pre-Construction Services phase. § 2.3 The Work will include Early Procurement Involvement: Early Procurement Involvement will include design services/shop drawings and submittals to be billed on a time and material basis and will not include ordering materials. If for any reason the project is suspended or substantially delayed, Owner shall only be required to reimburse actual costs incurred by Contractor for Early Procurement items. Early Procurement Involvement may not commence until Owner provides written authorization to proceed. ARTICLE 3 RELATIONSHIP OF THE PARTIES §3.1 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests of the Owner;to furnish efficient business administration 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 and approve,in a timely manner,information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 4 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF §3.2 The Owner's Reliance on the Contractor and Subcontractors § 3.2.1 The Owner and Contractor acknowledge and agree that (1) all Work performed by the Contractor and Subcontractors shall be performed in the interests of the Owner and for its benefit, (2) the Contractor and Subcontractors are authorized by the Owner to exercise their own independent,professional and trade judgments in performing their obligations in the interest of the Owner, (3) the Owner will be relying on the Contractor and Subcontractors to perform their obligations and(4),as a result,the Contractor and Subcontractors shall owe a duty to the Owner to exercise reasonable care and to avoid negligence in performing their obligations under the Contract and on the Project. The Contractor shall incorporate, and shall cause to be incorporated, into all subcontracts with Subcontractors a provision equivalent to this Section. ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 4.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ ] The date of this Agreement. [X] A date set forth in a notice to proceed issued by the Owner. (Paragraphs deleted) Date to be determined with GMP Amendment pursuant to section 2.1.1.2. § 4.2 The Contract Time shall be measured from the date of commencement of the Work. § 4.3 Substantial Completion § 4.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessary information) [X] Not later than ( )calendar days from the date of commencement of the Work.Calendar days to be determined with GMP Amendment pursuant to section 2.1.1.2. § 4.3.2 The Contractor shall prosecute the Work expeditiously, economically, diligently and continuously consistent with the agreed dates of Substantial Completion and Final Completion and with the Contractor's construction schedule pursuant to Section 3.10 of AIA Document A201-2017,as modified (the "General Conditions"). (Table deleted) § 4.3.3 Subject to adjustments of the Contract Time as provided in the Contract Documents,if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date Date to be determined with GMP Amendment pursuant to section 2.1.1.2. § 4.3.4 If the Contractor fails to achieve Substantial Completion as provided in this Section 4.3,liquidated damages,if any,shall be assessed as set forth in Section 5.1.6. ARTICLE 5 CONTRACT SUM § 5.1 The Owner shall pay the Contractor for Preconstruction services in the amount of$46,220.00.The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract.The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. To be determined with GMP Amendment pursuant to section 2.1.1.2. § 5.1.1 The Contractor's Fee:4.40%. Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 5 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, t 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF (State a lump sum,percentage of Cost of the Work, or other provision for determining the Contractor's Fee) § 5.1.2 The method of adjustment of the Contractor's Fee for changes in the Work: § 5.1.3 Limitations,if any,on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: § 5.1.4 Rental rates and quantities for Contractor-owned equipment shall not exceed the rental rated published from time to time in the Rental Rate Blue Book for Construction Equipment,prepared by Machinery Information Division of Primedia at the time of rental.Equipment rented from the Contractor shall not exceed 85%of Blue Book rates. § 5.1.5 Unit prices,if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable) Item Units and Limitations Price Per Unit($0.00) § 5.1.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum) (Paragraphs deleted) § 5.2 Guaranteed Maximum Price § 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed ($ ),subject to additions and deductions by Change Order as provided in the Contract Documents.This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. Not to exceed contract sum to be determined with GMP Agreement pursuant to section 2.1.1.2. § 5.2.1.1 Contractor will submit to Owner a Guaranteed Maximum Price proposal within twenty-eight(28)days of Contractor's receipt of the permit Drawings and Specifications provided by Owner for bidding. Contractor's Guaranteed Maximum Price proposal will include the following: .1 Proposed Guaranteed Maximum Price. .2 Dates of Substantial Completion and Final Completion. .3 Proposed Contractor's Construction Schedule. .4 Proposed initial schedule of values. .5 A list of allowances and a statement of their basis,if any. .6 A list of unit prices,if any. .7 A list of alternates,if any. § 5.2.1.2 Upon acceptance (if any) by the Owner of the Guaranteed Maximum Price proposal, the agreed upon Guaranteed Maximum Price, Contractor's Construction Schedule, dates of Substantial Completion and Final Completion, unit prices (if any), allowances (if any), and initial schedule of values shall be set forth in a GMP Amendment pursuant to section 2.1.1.2 § 5.2.1.3 Should Contractor and Owner not be able to agree upon the terms described in Section 5.2.1.2 within fourteen(14)days after the Contractor issues a Guaranteed Maximum Price proposal,the Owner may,at its discretion, and at a time of Owner's choosing, terminate the Contract. If Owner terminates the Contract as provided in this Section, (i) Owner shall have no liability to Contractor under the Contract for any reason except for payment for performed Pre-Construction Services and Early Procurement Involvement, (ii) Contractor will not be entitled to recover any other damages or expenses related to termination of the Contract, and(iii) Owner shall have no claims against Contractor resulting from the performance of any work on the Project by any other contractor except a Subcontractor performing a portion of the Work prior to termination. § 5.2.2 Alternates § 5.2.2.1 Alternates,if any,included in the Guaranteed Maximum Price: Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 6 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF Item Price § 5.2.2.2 Subject to the conditions noted below,the following alternates may be accepted by the Owner following execution of this Agreement.Upon acceptance,the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate) Item Price Conditions for Acceptance § 5.2.3 Allowances,if any,included in the Guaranteed Maximum Price: (Identify each allowance) Item Price § 5.2.4 Assumptions,if any,upon which the Guaranteed Maximum Price is based: (Identify each assumption.) (Paragraphs deleted) § 5.3 To the extent that the Contract Sum is less than the Guaranteed Maximum Price,the difference shall constitute savings ("Savings"). At the time of final payment to Contractor, Contractor shall be entitled to retain Fifty Percent (50%)and Owner shall be entitled to retain Fifty Percent(50%)of the Savings. ARTICLE 6 CHANGES IN THE WORK § 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Article 7 of AIA Document A201 TM-2017,General Conditions of the Contract for Construction. § 6.2 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 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3 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 Contractor's Fee as defined in Section 5.1.1 of this Agreement. § 6.4 If no specific provision is made in Article 5 for adjustment of the Contractor's Fee in the case of changes in the Work, the Contractor's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work,and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COSTS TO BE REIMBURSED § 7.1 Cost of the Work § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work.The Cost of the Work shall include only the items set forth in this Article 7. § 7.1.2 Where,pursuant to the Contract Documents,any cost is subject to the Owner's prior approval,the Contractor shall obtain such approval in writing prior to incurring the cost,as set forth in Article 7 and Article 15 of the A201 — General Conditions,regarding Change Orders,and Construction Change Directives.Owner will not be responsible for any costs, fees, or time associated with any altered or additional Work unless a corresponding Change Order or Construction Change Directive is properly and timely prepared and executed in advance of starting the extra or altered Work. Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 7 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, t 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF § 7.1.3 Costs shall be at rates not higher than the standard paid at the place of the Project,except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Contractor to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops. § 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site and performing Work,with the Owner's prior approval. § 7.2.2.1 Wages or salaries of the Contractor'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 below: (Identify the personnel, type of activity and, if applicable, any agreed upon percentage of time to be devoted to the Work.) § 7.2.3 Wages or salaries of the Contractor'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 Contractor, 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. § 7.3 Subcontract Costs Payments made by the Contractor 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.Unused excess materials,if any,shall become the Owner's property at the completion of the Work or,at the Owner's option,shall be sold by the Contractor.Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 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 Contractor at the site and fully consumed in the performance of the Work.Costs of materials,supplies, temporary facilities,machinery,equipment,and tools,that are not fully consumed,shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.Costs for items not fully consumed by the Contractor shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor 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 Contractor,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. Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 8 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, t 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF § 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 Contractor'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 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Agreement. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverage required by the Contract Documents,with the Owner's prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Contractor,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 Contractor is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses,and inspections, for which the Contractor 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. (Paragraph deleted) § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site,with the Owner's prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Contractor'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 Contractor,reasonably incurred by the Contractor 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 Contractor's standard written personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work,with the Owner's prior approval. § 7.6.11 That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.6.12 In the event that the Guaranteed Maximum Price includes an amount for construction contingency ("Contractor Contingency"),such Contractor Contingency shall be for the sole and exclusive use of the Contractor and shall be used solely to cover unanticipated expenses which are necessary to compete the Work and for which the Contractor is not entitled to a Change Order. Contractor Contingency may be used solely for the following: § 7.6.12.1 costs incurred due to Force Majeure Delays,such as war,strike,riot,crime and epidemic,to the extent that such costs are not reimbursed by Change Order; § 7.6.12.2 costs due to latent physical conditions which could not be seen but are not accepted as concealed conditions; Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 9 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF § 7.6.12.3 costs for Work inadvertently omitted from existing subcontracts but arguably inferable from the Construction Documents; § 7.6.12.4 costs of completing the Work of a bankrupt Subcontractor in excess of the subcontract price or portion thereof not covered by Subcontractor Default Insurance; § 7.6.12.5 costs of premium time or multiple shift or weekend time not due to the responsibility of the Contractor, or other unexcused delays of Contractor or its Subcontractors; § 7.6.12.6 costs resulting from unanticipated construction disturbances such as strikes or accidents not due to the fault of the Contractor or Subcontractors; § 7.6.12.7 costs due to unanticipated cost escalation for materials not included in an executed subcontract;and § 7.6.12.8 costs authorized in writing by owner to be drawn from Contractor Contingency but only to the extent so authorized. § 7.6.13 In the event that the Guaranteed Maximum Price includes an amount for construction contingency ("Contractor Contingency"),such Contractor Contingency fund shall be managed as follows: § 7.6.13.1 The first XXX Thousand Dollars ($XXX) of Contractor Contingency may be used for the items listed in Section§7.6.12 above without Owner's prior authorization,provided that Contractor gives Owner prior written notice of its intent to utilize Contractor Contingency before making any transfers and updates, and submits to Owner on a monthly basis a log showing all Contractor Contingency transfers. Any use of Contractor Contingency after the first XXX Thousand Dollars ($XXX) has been expended shall be subject to Owner's prior written authorization in each instance. § 7.6.13.2 Contractor Contingency shall not be used to fund scope increases for which Contractor is entitled to a Change Order or other costs that are the responsibility of the Owner. Notwithstanding anything to the contrary herein, in no event shall Contractor Contingency be used to increase the Fee or for costs arising from the gross negligence or willful misconduct of Contractor or its Subcontractors, or costs within the scope of coverage of any Subcontractor Default Insurance policy. § 7.6.13.3 Upon completion of the buyout of all Subcontractor trades, the net savings, if any, resulting from such buyout shall be added to Contractor Contingency. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work,with the Owner's prior approval. § 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. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor,Subcontractors, or suppliers,provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Contractor, and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance,sureties, Subcontractors,suppliers,or others. § 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 Contractor; (2)any entity in which any stockholder in,or management employee of,the Contractor 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 Contractor;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 Contractor. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party,the Contractor 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 Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 10 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF 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 Contractor shall procure the Work,equipment,goods,or service,from the related party,as a Subcontractor,according to the terms of Article 10.If the Owner fails to authorize the transaction in writing,the Contractor shall procure the Work,equipment, goods,or service from some person or entity other than a related party according to the terms of Article 10. ARTICLE 8 COSTS NOT TO BE REIMBURSED § 8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor'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 15; .2 Bonuses,profit sharing,incentive compensation,and any other discretionary payments,paid to anyone hired by the Contractor or paid to any Subcontractor or vendor. .3 Expenses of the Contractor's principal office and offices other than the site office; .4 Overhead and general expenses,except as may be expressly included in Article 7; .5 The Contractor's capital expenses, including interest on the Contractor'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 Contractor, 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 Article 7;and .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if(1)before making the payment, the Contractor 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 Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates,refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS § 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or other appropriate agreements with the Contractor. The Contractor 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. §10.1.1 The Owner as part of the CM/GC development,requires reasonable methods to determine that best value in contracting is achieved, as well as providing subcontracting opportunities to COBID certified firms and other subcontractors. Unless otherwise set forth in a supplemental document or otherwise approved by the Owner, the selection of all Subcontractors and suppliers shall be made by competitive offers in a manner that will not encourage favoritism or substantially diminish competition. The process must be in general of an open and competitive nature, considering industry subcontracting practices. During the preconstruction phase, the Contractor shall submit to Owner's Representative its proposed procurement documents for review and comment before they are issued for solicitation.The Contractor will consider and respond to all Owner comments regarding any proposed offer packages.As offers are received,the Contractor must submit to the Owner an offer comparison. The competitive process used to award subcontracts by the Contractor may be monitored by the Owner's Representative; provided that such monitoring will not excuse the Contractor from Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 11 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF compliance with the subcontracting requirements of the Contract Documents. The Contractor must cooperative in all respects with the Owner's Representative's monitoring. Prior to opening offers,the Contractor agrees to disclose in writing to Owner any financial interest it has in any such Subcontractor,supplier or other contracting party whenever such Subcontractor,supplier or contracting party intends to compete on any Work directly or indirectly,including whether such part is an affiliate of the Contractor. § 10.1.2 For any Work element expected to exceed$20,000,solicitations will be advertised at least ten(10)days prior to opening in the Daily Journal of Commerce as well as other actions set forth by Owner to outreach to COBID certified firms. All offers will be written and submitted to a specific location at a specific time. Contractor must timestamp all offers as received. Contractor will document any and all discussions, questions and answers, modifications and response to or from any subcontract bidder and ensure that the same are distributed to all potential bidders. Contractor shall obtain (not merely solicit) no fewer than three (3) qualified independent Subcontractor offers. Solicitation of an offer that results in an unqualified offeror no response shall not be considered a qualified offer. If Contractor believes that a minimum of three qualified independent Subcontractor bids cannot be secured for any Work element in excess of $20,000 in value, Contractor shall, prior to bidding the Work, provide written explanation and request in writing from the Owner a waiver to complete this requirement. The Contractor, acting as an independent contractor, must include in the competitive process, a protest process for Subcontractors and suppliers that are competing bidders,which process may be subject to approval and monitoring by the Owner. The Contractor shall be solely responsible for resolving the procurement protests of Subcontractors and suppliers. The Contractor shall indemnify, defend, and hold harmless the Owner from and against any such procurement protests and resulting claims or litigation.The Contractor shall act as an independent contractor,and not an agent of Owner, in connection with any procurement protest. The provisions of this Section are solely for the benefit of the Owner,and do not grant any rights or remedies(including third party beneficiary rights)to any bidders or other protester,in connection with any procurement protest or claim. Contractor to confirm qualifications of bidders,and confirm each is complete,and that all offers have been evaluated and checked for any gaps or redundancies in scope,verify quantities,and seek to minimize work via the Change Order process.The Contractor shall also evaluate each bid to confirm the scope of the bids fully cover the scope shown in the Drawings as a whole,for that bidder.Before the Contractor executes any Subcontract,the Contractor shall ensure the Subcontractor is registered with the State of Oregon Construction Contractors Board and,when required by the Work, DEQ and OSHA certifications. All offers will be delivered to the Project Manager, Architect and Owner with an indication as to which offers the Contractor intends to accept.The Owner then has the right to review the Contractor's list of proposed subcontractors and suppliers in consultation with the Architect and,subject to Section 10.1.1,to object to any subcontractor or supplier.Any advice of the Architect,or approval or objection by the Owner,shall not relieve the Contractor of its responsibility to perform the Work in accordance with the Contract Documents. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. § 10.2 When a specific subcontractor or supplier(1)is recommended to the Owner by the Contractor;(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 Contractor 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 Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 10.3 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 Contractor 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 Contractor in Article 11. ARTICLE 11 ACCOUNTING RECORDS The Contractor 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 Agreement 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 Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 12 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF and copy, the Contractor'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 Agreement. The Contractor shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law. ARTICLE 12 PAYMENTS § 12.1 Progress Payments § 12.1.1 Based upon Applications for Payment submitted to the Owner, Project Manager and Architect by the Agreement or, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum,to the Contractor,as provided below and elsewhere in the Contract Documents. § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: § 12.1.3 Provided that a complete and accurate Application for Payment is received not later than the 25th day of a month,the Owner shall make payment of the amount certified to the Contractor not later than the 30th day after receipt of the Application for Payment.No Application for Payment will be received prior to the 25th day of a month. When submitting an Application for Payment,the Contractor shall submit to the Owner,Project Manager and Architect.In the case of an Application for Payment submitted that is incomplete or is not accurate,the 30-day period for making payment is suspended until such time that a completed and/or corrected Application for Payment is received. (Federal,state or local laws may require payment within a certain period of time) § 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment,less that portion of the progress payments attributable to the Contractor's Fee. § 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire 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 Contractor's Fee. § 12.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner,Project Manager and Architect may require.The schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 12.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 12.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 12.1.5.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values,the Contractor shall submit supporting documentation to the Owner,Project Manager and Architect. § 12.1.6 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 Contractor on account of that portion of the Work and for which the Contractor 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. § 12.1.7 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: § 12.1.7.1 The amount of each progress payment shall first include: Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 13 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, t 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF .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 or, if approved in writing in advance by the Owner,suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Owner, Project Manager and Architect determines,to be reasonably justified;and .4 The Contractor's Fee, computed upon the Cost of the Work described in the preceding Sections 12.1.7.1.1 and 12.1.7.1.2 at the rate stated in Section 5.1.1 or,if the Contractor'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 12.1.7.1.1 and 12.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 12.1.7.2 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 Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor 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; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 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 12.1.8. § 12.1.8 Retainage § 12.1.8.1 For each progress payment made prior to Substantial Completion of the Work,the Owner may withhold five percent (5%), as retainage, from the payment otherwise due. The Owner shall deposit any amounts withheld as retainage in an interest-bearing account for the benefit of the Owner. Interest earned on such account shall accrue to the Contractor. (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) § 12.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage,such as general conditions, insurance, etc.) § 12.1.8.2 Reduction or limitation of retainage,if any,shall be as follows: (If the retainage established in Section 12.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification) § 12.1.8.3 Except as set forth in this Section 12.1.8.3,upon Substantial Completion of the Work,the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 12.1.8.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) § 12.1.9 If final completion of the Work is materially delayed through no fault of the Contractor,the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201-2017. Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 14 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, t 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF § 12.1.10 Except with the Owner's prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 12.1.11 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors,and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 12.1.12 In taking action on the Contractor's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor,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 12.1.4 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 Contractor 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. § 12.2 Final Payment § 12.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract, except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017,and to satisfy other requirements,if any, which extend beyond final payment;and .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment;and .3 no later than the time the Contractor submits a final Application for Payment, the Contractor shall submit all documentation required as pre-requisites to Final Payment, including § 9.10.2 of the A-201-2017 General Conditions,and including required documentation noted within all sections of the specifications;and .4 a final Certificate for Payment has been issued by the Architect in accordance with Section 12.2.2. § 12.2.2 Within 30 days of the Owner's receipt of the Contractor'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 audit. § 12.2.2.1 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. § 12.2.2.2 Within seven days after receipt of the written report described in Section 12.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 12.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017.The time periods stated in this Section 12.2.2 supersede those stated in Article 9 of AIA Document A201-2017. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting. § 12.2.2.3 If the Owner's auditors' report concludes that the Cost of the Work, as substantiated by the Contractor's final accounting, is less than claimed by the Contractor, the Contractor 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 Contractor within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment. § 12.2.3 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment,or as follows: Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 15 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF § 12.2.4 If,subsequent to final payment,and at the Owner's request,the Contractor incurs costs,described in Article 7 and not excluded by Article 8,to correct defective or nonconforming Work,the Owner shall reimburse the Contractor for such costs,and the Contractor'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 5.1.7,the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 12.2.4 in determining the net amount to be paid by the Owner to the Contractor. § 12.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate (Paragraphs deleted) established in the interest-bearing account as stated in Section 12.1.8.1 ARTICLE 13 DISPUTE RESOLUTION Intentionally deleted. § 13.1 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 Section 15 of AIA Document A201-2017 [ ] Litigation in a court of competent jurisdiction [ ] Other(Specify) If the Owner and Contractor 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. (Paragraphs deleted) ARTICLE 14 TERMINATION OR SUSPENSION § 14.1 Termination § 14.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2017. § 14.1.2 Termination by the Owner for Cause § 14.1.2.1 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 Contractor 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 Contractor to the date of termination; .2 Add the Contractor's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.1 or,if the Contractor'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 Subtract the aggregate of previous payments made by the Owner;and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201-2017. § 14.1.2.2 The Owner shall also pay the Contractor fair compensation,either by purchase or rental at the election of the Owner,for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 14.1.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14,execute and deliver all such papers and take all such steps,including the legal Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 16 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, t 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. § 14.1.3 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 Contractor a termination fee as follows: (Insert the amount of or method for determining the fee, if any,payable to the Contractor following a termination for the Owner's convenience) § 14.2 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 Contractor's Fee as described in Article 5 and Section 6.4 of this Agreement. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 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. § 15.2 The Owner's representative: (Name, address, email address and other information) § 15.3 The Contractor's representative: (Name, address, email address and other information) § 15.4 Neither the Owner's nor the Contractor's representative shall be changed without ten days'prior written notice to the other party.Notice of change of the Contractor's representative shall be accompanied by a detailed resume,and any other information the Owner may require in order to evaluate the experience of the proposed individual,who's approval shall not be unreasonably withheld. § 15.5 Insurance and Bonds § 15.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A I 02T"4--2017,Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 15.5.2 The Contractor shall provide bonds as set forth in AIA Document A102T"t-2017 Exhibit A,and elsewhere in the Contract Documents. § 15.6 Notice in electronic format,pursuant to Article 1 of AIA Document A201-2017,may be given in accordance with AIA Document E203Tm--2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203-2013, 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) § 15.7 Other provisions: ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS § 16.1 This Agreement is comprised of the following documents: .1 AIA Document A102Tm-2017,Standard Form of Agreement Between Owner and Contractor .2 AIA Document A I 02TK--2017,Exhibit A,Insurance and Bonds .3 AIA Document A201TM-2017,General Conditions of the Contract for Construction .4 (Paragraphs deleted) Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 17 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF Drawings. To be incorporated with GMP Amendment pursuant to section 2.1.1.2. Number Title Date (Paragraph deleted) .5 Specifications Section Title Date Pages .6 Addenda,if any: Number Date Pages Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 16. .7 Other Exhibits: (Check all boxes that apply) [ ] AIA Document E204TK--2017, Sustainable Projects Exhibit,dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [ ] The Sustainability Plan: Title Date Pages [ ] Supplementary and other Conditions of the Contract: Document Title Date Pages .8 Other documents, if any, listed below to be determined with GMP Amendment pursuant to section 2.1.1.2.: (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 Contractor'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) - Contractor's Construction Schedule - Schedule of Values/Statement of GMP - Forms of Waivers and Releases - List of Allowances - Clarifications,Exclusions and Assumptions - Labor Rates - Equipment Rental Rates - Geotechnical Report - Hazardous Materials Report and/or Phase 1 Environmental Report and/or ALTA Survey Signature page to follow Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 18 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, t 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF This Agreement entered into as of the day and year first written above. DocuSigned by: Docusigmw 5134FBF5822F74CB... 46 A DIZA 4 Sr.... OWNER (Signature) CONTRACTOR (Signature) Steve Rymer city Manager Brian ShoemakeVice President (Printed name and title) (Printed name and title) Init. AIA Document A102--2017.Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be 19 used without permission.This document was produced by AIA software at 18:04:55 ET on 08/03/2021 under Order No.0054307076 which expires on 08/03/2022, 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 copyright@aia.org. User Notes: (894121064) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF AIA Document A102TM - 2017 Exhibit A Insurance and Bonds This Insurance and Bonds Exhibit is part of the Agreement,between the Owner and the Contractor,dated the 9th day of August in the year 2021 (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: for the following PROJECT: The author of this document has added information (Name and location or address) needed for its completion. The author may also have Universal Plaza revised the text of the 9100 SW Burnham Street,Tigard,OR original AIA standard form. An Additions and Deletions New 1.18 acre Plaza in downtown Tigard,OR. Project includes a restroom/concessions Report that notes added building,hardscapes,softscape,water feature,integrated seating elements, swings,signage, information as well as etc. and connection to the path at the adjacent Fanno Creek trail. Coordination for detention revisions to the standard pond,sensitive lands and stormwater as required for Fanno Creek protection. form text is available from the author and should be reviewed. THE OWNER: This document has important (Name, legal status and address) legal consequences. Consultation with an City of Tigard attorney is encouraged with 13125 SW Hall Blvd respect to its completion or modification. Tigard,OR 97223 This document is intended to be used in conjunction with AIA Document A201-- THE CONTRACTOR: 2017, General Conditions of (Name, legal status and address) the Contract for Construction. Article 11 of A201T"'-2017 contains P&C Construction Company additional insurance 2133 NW York Street provisions. Portland,OR 97210 TABLE OF ARTICLES A.1 GENERAL A.2 OWNER'S INSURANCE ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is A.3 CONTRACTOR'S INSURANCE AND BONDS prohibited and constitutes a violation of copyright laws A.4 SPECIAL TERMS AND CONDITIONS as set forth in the footer of this document. ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance,and provide bonds,as set forth in this Exhibit.As used in this Exhibit,the term General Conditions refers to AIA Document A201Tm-2017,General Conditions of the Contract for Construction. ARTICLE A.2 OWNER'S INSURANCE § A.2.1 General Prior to commencement of the Work,the Owner shall secure the insurance,and provide evidence of the coverage, required under this Article A.2 and,upon the Contractor's request,provide a copy of the property insurance policy AIA Document A102w - 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 1 or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 18:56:31 ET on 02/11/2019 under Order No.1105973105 which expires on 07/13/2019, and is not for resale. User Notes: (1296589809) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF or policies required by Section A.2.3.The copy of the policy or policies provided shall contain all applicable conditions,definitions,exclusions,and endorsements. § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1,the Owner shall purchase and maintain,from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located,property insurance written on a builder's risk"all-risks"completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner's property insurance coverage shall be no less than the amount of the initial Contract Sum,plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others.The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3,unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement.This insurance shall include the interests of the Owner,Contractor, Subcontractors,and Sub-subcontractors in the Project as insureds.This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss.The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage,and shall not exclude the risks of fire,explosion,theft,vandalism,malicious mischief,collapse, earthquake,flood,or windstorm.The insurance shall also provide coverage for ensuing loss or resulting damage from error,omission,or deficiency in construction methods,design,specifications,workmanship,or materials. Sub- limits,if any,are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Causes of Loss Sub-Limit § A.2.3.1.2 Specific Required Coverages.The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to falsework and other temporary structures,and to building systems from testing and startup. The insurance shall also cover debris removal,including demolition occasioned by enforcement of any applicable legal requirements,and reasonable compensation for the Architect's and Contractor's services and expenses required as a result of such insured loss,including claim preparation expenses. Sub-limits,if any,are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages) Coverage Sub-Limit § A.2.3.1.3 Unless the parties agree otherwise,upon Substantial Completion,the Owner shall continue the insurance required by Section A.2.3.1 or,if necessary,replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self-Insured Retentions.If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions,the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion.The Owner's occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage.The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation,lapse,or reduction of insurance,unless they agree otherwise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure,the Owner shall purchase and maintain,until the expiration of the period for correction of Work as set forth in Section 12.2.2 of AIA Document A1021 - 2017 Exhibit A. Copyright O 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by O.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, ,2 or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 18:56:31 ET on 02/11/2019 under Order No.1105973105 which expires on 07/13/2019, and is not for resale. User Notes: (1296589809) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF the General Conditions,"all-risks"property insurance,on a replacement cost basis,protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1,notwithstanding the undertaking of the Work.The Owner shall be responsible for all co-insurance penalties. § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es)next to the description(s)of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ ] § A.2.4.1 Loss of Use,Business Interruption,and Delay in Completion Insurance,to reimburse the Owner for loss of use of the Owner's property,or the inability to conduct normal operations due to a covered cause of loss. M [ ] § A.2.4.2 Ordinance or Law Insurance,for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition,construction, repair,replacement or use of the Project. M [ ] § A.2.4.3 Expediting Cost Insurance,for the reasonable and necessary costs for the temporary repair of damage to insured property,and to expedite the permanent repair or replacement of the damaged property. M [ ] § A.2.4.4 Extra Expense Insurance,to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. M [ ] § A.2.4.5 Civil Authority Insurance,for losses or costs arising from an order of a civil authority prohibiting access to the Project,provided such order is the direct result of physical damage covered under the required property insurance. M [ ] § A.2.4.6 Ingress/Egress Insurance,for loss due to the necessary interruption of the insured's business due to physical prevention of ingress to,or egress from,the Project as a direct result of physical damage. [« »] § A.2.4.7 Soft Costs Insurance,to reimburse the Owner for costs due to the delay of completion of the Work,arising out of physical loss or damage covered by the required property insurance: including construction loan fees;leasing and marketing expenses;additional fees,including those of architects, engineers,consultants,attorneys and accountants,needed for the completion of the construction, repairs,or reconstruction;and carrying costs such as property taxes,building permits,additional interest on loans,realty taxes,and insurance premiums over and above normal expenses. M AIA Document A1021 - 2017 Exhibit A. Copyright O 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by O.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 3 or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 18:56:31 ET on 02/11/2019 under Order No.1105973105 which expires on 07/13/2019, and is not for resale. User Notes: (1296589809) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es)next to the description(s)ofselected insurance.) [ ] § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below) M [ ] § A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits - ARTICLE A.3 CONTRACTOR'S INSURANCE AND BONDS § A.3.1 General § A.3.1.1 Certificates of Insurance.The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1)prior to commencement of the Work;(2)upon renewal or replacement of each required policy of insurance;and(3)upon the Owner's written request.An additional certificate evidencing continuation of commercial liability coverage,including coverage for completed operations,shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1.The certificates will show the Owner as an additional insured on the Contractor's Commercial General Liability and excess or umbrella liability policy or policies. § A.3.1.2 Deductibles and Self-Insured Retentions.The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations.To the fullest extent permitted by law,the Contractor shall cause the commercial general liability coverage to include(1)the Owner its officers,employees,agents,and representatives, the Architect,and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations;and(2)the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions for which loss occurs during completed operations.The additional insured coverage shall be primary and non-contributory to any of the Owner's general liability insurance policies and shall apply to both ongoing and completed operations.To the extent commercially available,the additional insured coverage shall be no less than that provided by Insurance Services Office,Inc.(ISO)forms CG 20 10 07 04,CG 20 37 07 04,and,with respect to the Architect and the Architect's consultants,CG 20 32 07 04. § A.3.2 Contractor's Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located.The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions,unless a different duration is stated below: (If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) AIA Document A1021 - 2017 Exhibit A. Copyright O 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by O.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 4 or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 18:56:31 ET on 02/11/2019 under Order No.1105973105 which expires on 07/13/2019, and is not for resale. User Notes: (1296589809) DocuSign Envelope ID:295ADO8A-2C71-44FC-9701-B3C8O6A8E8DF § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than«two million dollars »($<<2,000,000 )))each occurrence,«four million dollars»($« 4,000,000») general aggregate,and«two million dollars»($ «2,000,000 »)aggregate for products-completed operations hazard,providing coverage for claims including .1 damages because of bodily injury, sickness or disease,including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property,including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations;and .5 the Contractor's indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractor's Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured,if the exclusion or restriction is based solely on the fact that the claimant is an insured,and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor's Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential,multi-family,or other habitational projects,if the Work is to be performed on such a project. .8 Claims related to roofing,if the Work involves roofing. .9 Claims related to exterior insulation finish systems(EIFS), synthetic stucco or similar exterior coatings or surfaces,if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement,where the Work involves such hazards. .11 Claims related to explosion,collapse and underground hazards,where the Work involves such hazards. § A.3.2.3 Automobile LiabilitI.2overing vehicles owned,and non-owned vehicles used,by the Contractor,with policy limits of not less than o million dollars»($<<2,000,000 )>)per accident,for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § A.3.2.5 Workers' Compensation at statutory limits. § A.3.2.6 Em to ers'Liabili with policy limits not less than ion o ars»($«$1,000,000»)each accident, ($«1,000,000])each employee,and«one million dollars »($ «$1,000,000») policy limit. § A.3.2.7 Jones Act,and the Longshore&Harbor Workers' Compensation Act,as required,if the Work involves hazards arising from work on or near navigable waterways,including vessels and docks AIA Document A1021 - 2017 Exhibit A. Copyright O 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by O.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 5 or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 18:56:31 ET on 02/11/2019 under Order No.1105973105 which expires on 07/13/2019, and is not for resale. User Notes: (1296589809) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF § A.3.2.8 If the Contractor is required to furnish professional services as part of the Work,the Contractor shall procure Professional Liability insurance covering performance of the professional services,with policy limits of not less than«one million dollars »,($«1,000,000 »)per claim and Pone million dollars->>($<<1,000,000–>>)in the aggregate. § A.3.2.9 If the Work involves the transport,dissemination,use,or release of ollutants,the Contractor shall procure Pollution Liability insurance,with policy limits of not less than »($«1,000,000 U per claim and TRwo million dollars– ($F2,000,000 >9>)in the aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liabili and Pollution Liability insurance policy,with combined policy limits of not less than M($ per claim and ($M)in the aggregate. § A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel,if the Work requires such activities,with policy limits of not less than M($ per claim and ($ )in the aggregate. § A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft,if the Work requires such activities, with policy limits of not less than«»»($«»)per claim and« »($« J)in the aggregate. § A.3.3 Contractor's Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located.The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions,unless a different duration is stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work,state the duration) § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es) next to the description(s)of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [-] § A.3.3.2.1 Property insurance of the same type and scope satisfying the requirements identified in Section A.2.3,which,if selected in this section A.3.3.2.1,relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.3.1.3 and Section A.2.3.3.The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below.The Contractor shall disclose to the Owner the amount of any deductible, and the Contractor shall be responsible for losses within the deductible.Upon request,the Contractor shall provide the Owner with a copy of the property insurance policy or policies required.The Contractor shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Contractor's obligation to provide property insurance differs from the Owner's obligations as described under Section A.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article I1 of the General Conditions, indicate the responsible party below) [« » ] § A.3.3.2.2 Railroad Protective Liability Insurance,with policy limits of not less than r »($« »)per claim and« »($M)in the aggregate,for Work within fifty(50)feet of railroad property. AIA Document A1021 - 2017 Exhibit A. Copyright O 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by O.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 6 or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 18:56:31 ET on 02/11/2019 under Order No.1105973105 which expires on 07/13/2019, and is not for resale. User Notes: (1296589809) DocuSign Envelope ID:295AD08A-2C71-44FC-9701-B3C806A8E8DF [« »] § A.3.3.2.3 Asbestos Abatement Liability Insurance,with policy limits of not less than E($ per claim and E($E)in the aggregate,for liability arising from the encapsulation,removal, handling,storage,transportation,and disposal of asbestos-containing materials. [-] § A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an"all-risks"completed value form. [-] § A.3.3.2.5 Property insurance on an"all-risks"completed value form,covering property owned by the Contractor and used on the Project,including scaffolding and other equipment.(Not including the perils of Earthquake or Flood) [ ] § A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits) Coverage Limits Builders Risk Insurance § A.3.4 Performance Bond and Payment Bond Provided no construction Work is included with the pre-construction services to be performed under the initial Contract,no performance bond or payment bond is required to be provided by the Contractor at the time of Contract signing, consistent with ORS 279C.380. Once construction Work is included in the Contract and authorized by the Owner to be performed by the Contractor, however, the Contractor must provide a performance bond and payment bond each in the full amount of any Early Work to be performed by the Contractor,or the full amount of the GMP,as applicable.Furthermore,in the event additional Early Work is added to the Contract after the initial Early Work or in the event an amendment to the Contract is made so that the GMP must be increased,the performance bond and the payment bond must each be increased in an amount equal to the additional Early Work or the increased GMP The Contractor shall provide surety bonds,from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, Payment and Performance Bonds shall be AIA Document A312TM,Payment Bond and Performance Bond,or contain provisions identical to AIA Document A312TM,current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit,if any,are as follows: AIA Document A1021 - 2017 Exhibit A. Copyright O 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by O.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, ,7 or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 18:56:31 ET on 02/11/2019 under Order No.1105973105 which expires on 07/13/2019, and is not for resale. User Notes: (1296589809)