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HomeMy WebLinkAboutREV ConsensusDocs 500 CMGC SFA & Gen Cond w_ Exs A & B_DS Signed Copy Docusign Envelope ID:59A1B4BE-7EB2-42AD-B43E-FC9514F25012 C ConsensusDocs BUILDING A BETTER WAY ConsensusDocs 500 STANDARD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONSTRUCTION MANAGER / GENERAL CONTRACTOR ("CM/GC") NiSFA URT C®AA WCC,F N"W'C - a _ ..rr, ASS ,SAC � �� , M CONTRA � ® �SAI NEC �,'°� -� - /�9BOd�1dJ rK' . . )HIee�AWCJ 400o- r E c NGWA01 J �+� W W EMA �ACCA. AM N`''..PA Aso CFM• �. CM/GC TABLE OF ARTICLES 1. AGREEMENT 2. GENERAL PROVISIONS 3. CM/GC'S RESPONSIBILITIES 4. OWNER'S RESPONSIBILITIES 5. SUBCONTRACTS 6. TIME 7. COMPENSATION AND GUARANTEED MAXIMUM PRICE 8. COST OF THE WORK 9. CHANGES 10. PAYMENT 11. INDEMNITY, INSURANCE, AND BONDS 12. SUSPENSION, NOTICE TO CURE, AND TERMINATION 13. DISPUTE MITIGATION AND RESOLUTION 14. MISCELLANEOUS 15. CONTRACT DOCUMENTS 1 ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the CCD standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 ARTICLE 1 AGREEMENT This Agreement is made this 17th day of March in the year 2025, by and between the OWNER: City of Twin Falls City Manager's Office Attn: Mitch Humble, Deputy City Manager 203 Main Avenue East Twin Falls, ID, 83301 and the CONSTRUCTION MANAGER/GENERAL CONTRACTOR (CM/GC): The Terms "Construction Manager"and/or "Contractor"as used in this Agreement shall mean the Construction Manager/General Contractor) CORE Construction Management, Inc. 13835 N. Northsight Blvd., Suite 100 Scottsdale, AZ, 85260 Tax Identification Number(TIN): 86-0433249 Contractor License No., if applicable: 067453— Unlimited —3 for construction and services in connection with the following PROJECT: City Pool Building Remodel & Expansion Located at: 756 Locust Street North, Twin Falls, ID 83301 Brief Description: The existing City Pool building is approximately 3,811 square feet. The City of Twin Falls is proposing to remodel approximately 2,616 square feet of the existing building and construct approximately 1,443 square feet of additional space for the building. The existing locker rooms/restrooms will be modernized. The existing entry and office area will be remodeled to include a guard room, an accessible family restroom/changing room, and multiple individual changing rooms/restrooms. The additional space will include a new entry counter space, an office, and a training room. Notice to the Parties shall be given at the above "Owner" and "CM/GC" addresses. Design Professional is Cole Architects. ARTICLE 2 GENERAL PROVISIONS 2.1 PARTIES' RELATIONSHIP Each Party agrees to act on the basis of mutual trust, good faith, and fair dealing, and perform in an economical and timely manner. The Parties shall each endeavor to promote harmony and cooperation among all Project participants. 2.1.1 CM/GC represents that it is an independent contractor and that it is familiar with the type of Work it is undertaking. 2 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 2.1.2 Neither CM/GC nor any of its agents or employees shall act on behalf of or in the name of Owner except as provided in this Agreement unless authorized in writing by Owner's Representative. 2.2 ETHICS Each Party shall perform with integrity. Each shall: (a)avoid conflicts of interest, and (b) promptly disclose to the other Part any conflicts that may arise. Each Party warrants that it has not and shall not pay or receive any contingent fees or gratuities to or from the other Party, including its agents, officers, employees, Subcontractors, Subsubcontractors, Suppliers, or Others to secure preferential treatment. 2.3 DESIGN PROFESSIONAL Owner, through its Design Professional, shall provide all architectural and engineering design services necessary for the completion of the Work excluding, however, (a) design services delegated to CM/GC in accordance with §3.17, and (b) services within the construction means, methods, techniques, sequences, and procedures employed by CM/GC, its Subcontractors, and Subsubcontractors in connection with their construction operations. The CM/GC shall not be required to provide professional services which constitute the practice of architecture or engineering except as otherwise provided. 2.4 Owner shall obtain from Design Professional either a license for CM/GC and Subcontractors to use the design documents prepared by Design Professional or ownership of the copyrights for such design documents, and shall indemnify and hold harmless CM/GC against any suits or claims of infringement of any copyrights or licenses arising out of the use of the design documents for the Project. 2.5 DEFINITIONS 2.5.1 "Agreement" means this ConsensusDocs 500 Standard Agreement and General Conditions Between Owner and CM/GC, as modified, and exhibits and attachments made part of this agreement upon its execution. 2.5.1.1 The following attached exhibits are a part of this Agreement: Exhibit A: GMP Amendment Template Exhibit B: CM/GC's Provided Insurance 2.5.2 "Business Day" means all Days, except weekends and official federal or state holidays where the Project is located. 2.5.3 A"Change Order" is a written order signed by the Parties after execution of this Agreement, indicating changes in the scope of the Work, the GMP and Date of Substantial Completion or Date of Final Completion, including substitutions proposed by CM/GC and accepted by Owner. 2.5.4 The"Contract Documents" consist of(a)this Agreement; (b)documents listed in §15.1 as existing contract documents; (c)drawings, specifications, addenda issued and acknowledged before execution of this Agreement; (d) information furnished by Owner pursuant to §3.15.4, and (e) Change Orders, Interim Directives, and amendments issued in accordance with this Agreement. 2.5.5 "Contract Time" is the period between the Date of Commencement and the total time authorized to achieve Substantial Completion. 2.5.6 "Cost of the Work" means the costs and discounts specified in ARTICLE 8. 2.5.7 The"CM/GC" is the person or entity identified in ARTICLE 1 and includes CM/GC's Representative. 3 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 2.5.8 "Date of Commencement" is as set forth in §6.1. 2.5.9 "Day" means a calendar day. 2.5.10 "Defective Work" is any portion of the Work that that does not conform with the requirements of the Contract Documents. 2.5.11 "Design Professional" means the licensed architect or engineer, and its consultants, retained by Owner to perform design services for the Project. 2.5.12 "Final Completion" occurs on the date when CM/GC's obligations under this Agreement are complete and accepted by Owner and final payment becomes due and payable. This date shall be confirmed by a Certificate of Final Completion signed by the Parties. 2.5.13 "Force Majeure Events" are those events that are beyond the control of both CM/GC and Owner, including but not necessarily limited to the events of war, floods, labor disputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God. 2.5.14 "Hazardous Material" is any substance or material identified now or in the future as hazardous under the Law, or any other substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or cleanup. 2.5.15 "Interim Directive" is a written order containing change to the Work directed by Owner pursuant to§9.2 and that is signed by Owner after execution of this Agreement and before Substantial Completion. 2.5.16 "Law" means federal, state, or local laws, ordinances, codes, rules, and regulations applicable to the Work with which CM/GC must comply that are enacted as of the Agreement date. 2.5.17 "Others" means Owner's other: (a) contractors/constructors, (b) suppliers, (c) subcontractors, subsubcontractors, or suppliers of(a) and (b); and others employed directly or indirectly by (a), (b), or (c)or any by any of them or for whose acts any of them may be liable. 2.5.18 "Overhead" means (a) payroll costs, burden, and other compensation of CM/GC's employees in CM/GC's principal and branch offices; (b) general and administrative expenses of CM/GC's principal and branch offices including charges against CM/GC for delinquent payments; and (c) CM/GC's capital expenses, including interest on capital used for the Work. 2.5.19 "Owner" is the person or entity identified in ARTICLE 1. 2.5.20 The "Owner's Notice To Proceed"with the Construction shall mean the written notification(s) supplied by Owner to the CM/GC to commence with the Construction Phase Work pursuant to §6.1. 2.5.21 The "Owner's Program" is an initial description of Owner's objectives, including budgetary and time criteria, space requirements and relationships, flexibility and expandability requirements, special equipment and systems, site requirements, and any requirements for phased occupancy. 2.5.22 The "Parties" are collectively Owner and CM/GC. 2.5.23 The "Project," as identified in ARTICLE 1, is the building, facility, or other improvements for which CM/GC is to perform Work under this Agreement. It may also include construction by Owner or Others. 4 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 2.5.24 The "Schedule of the Work" is the document prepared by CM/GC that specifies the dates on which CM/GC plans to begin and complete various parts of the Work, including dates on which information and approvals are required from Owner. 2.5.25 "Subcontractor" is a person or entity retained by CM/GC as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The term Subcontractor does not include Design Professional or Others. 2.5.26 "Substantial Completion" of the Work, or of a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that Owner may occupy or utilize the Work, or a designated portion, for the use for which it is intended, without unapproved disruption. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the certificate of occupancy cannot be obtained due to factors beyond CM/GC's control. This date shall be confirmed by a certificate of Substantial Completion signed by the Parties. 2.5.27 A"Subsubcontractor" is a person or entity who has an agreement with a Subcontractor or another subsubcontractor or Supplier to perform a portion of the Subcontractor's Work or supply material or equipment. 2.5.28 A"Supplier" is a person or entity retained by CM/GC to provide material or equipment for the Work. 2.5.29 "Terrorism" means a violent act, or an act that is dangerous to human life, property, or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States government as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended. 2.5.30 "Work" means the construction and administrative and management services necessary or incidental to fulfill CM/GC's obligations for the Project in accordance with and reasonably inferable from the Contract Documents. The Work may refer to the whole Project or only a part of the Project if work is also being performed by Owner or Others. 2.5.31 "Worksite" means the area of the Project location as identified in ARTICLE 1 where the Work is to be performed. ARTICLE 3 CM/GC'S RESPONSIBILITIES 3.1 GENERAL RESPONSIBILITIES 3.1.1 CM/GC shall provide all labor, materials, equipment, and services necessary to complete the Work, all of which shall be provided in full accord with the Contract Documents and reasonably inferable from the Contract Documents. 3.1.2 CM/GC represents that it is an independent contractor and that it is familiar with the type of work required by this Agreement. 3.1.3 Unless the Contract Documents instruct otherwise, CM/GC shall be responsible for the supervision and coordination of the Work, including the construction means, methods, techniques, sequences, and procedures utilized. When following construction means, methods, techniques, sequences, or procedures instructed by the Contract Documents, CM/GC is not liable to Owner for damages resulting from compliance with such instructions, unless (a) CM/GC recognized and (b) 5 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 failed to timely report to Owner any error, inconsistency, omission, or unsafe practice that it discovered in such requirements. 3.1.4 CM/GC shall perform Work only within locations allowed by the Contract Documents, Law, and applicable permits. 3.2 CONSTRUCTION PERSONNEL AND SUPERVISION 3.2.1 CM/GC shall provide competent supervision for the performance of the Work. Before commencing the Work, CM/GC shall notify Owner in writing of the name and qualifications of its proposed superintendent(s) and project manager, so Owner may review the individual's qualifications. If, for reasonable cause, Owner refuses to approve the individual, or withdraws its approval after once giving it, CM/GC shall name a different superintendent for Owner's review. 3.2.2 CM/GC shall be responsible to Owner for acts or omissions of Parties or entities performing portions of the Work for or on behalf of CM/GC or any of its Subcontractors. 3.2.3 CM/GC shall permit only fit and skilled persons to perform the Work. CM/GC shall enforce safety procedures, strict discipline and good order among persons performing the Work. If Owner determines that a particular person does not follow safety procedures, or is unfit or unskilled for the assigned work, CM/GC shall immediately reassign the person on receipt of Owner's written notice to do so. 3.2.4 CM/GC'S REPRESENTATIVE CM/GC's authorized representative is Todd Steffen, President. CM/GC's Representative shall possess full authority to receive instructions from Owner and to act on those instructions. If CM/GC changes its representative or their authority, CM/GC shall immediately notify Owner in writing. 3.3 PRECONSTRUCTION SERVICES The Preconstruction Services under this section are included in CM/GC's work. 3.3.1 PRELIMINARY EVALUATION CM/GC shall provide a preliminary evaluation of Owner's Program and report such findings to Owner and Design Professional. 3.3.2 CONSULTATION CM/GC shall schedule and attend regular meetings with Owner and Design Professional. CM/GC shall consult with Owner and Design Professional regarding site use and improvements and the selection of materials, building systems, and equipment. CM/GC shall provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation, and construction completion; and factors related to construction cost, including estimates of alternative designs or materials. 3.3.3 SCHEDULE OF THE WORK When Project requirements have been sufficiently identified, CM/GC shall prepare a preliminary Schedule of the Work for Design Professional's review and Owner's approval. CM/GC shall coordinate and integrate the Schedule of the Work with the services and activities of Owner, CM/GC, Design Professional, and the requirements of governmental entities. As design proceeds, CM/GC shall update the Schedule of the Work to indicate proposed activity sequences, durations, or milestone dates for such activities as receipt and approval of pertinent information, issuance of the drawings and specifications, the preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-time procurement, Owner's occupancy requirements and estimated date of Substantial Completion of the Project. If Schedule of the Work updates indicate that milestone dates contained in prior Schedules of the Work will not be met, CM/GC shall notify and make recommendations to Owner. If the Project is to be 6 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 completed in phases, CM/GC shall make recommendations to Owner and Design Professional regarding the phased issuance of the drawings and specifications. 3.3.4 ESTIMATES 3.3.4.1 When Owner has sufficiently identified Owner's Program and other Project requirements and Design Professional has prepared other basic design criteria, CM/GC shall prepare, for the review of Design Professional and approval of Owner, an initial estimate for the Project, utilizing area, volume, or similar conceptual estimating techniques. 3.3.4.2 When schematic or preliminary design documents have been completed by Design Professional and approved by Owner, CM/GC shall prepare for the review of Design Professional and approval of Owner, a more detailed budget with supporting data. During the preparation of the design development documents or documents of comparable detail, CM/GC shall update and refine this estimate at appropriate intervals agreed upon by The Parties. 3.3.4.3 When design development documents or documents of comparable detail have been completed by Design Professional and approved by Owner, CM/GC shall prepare a further detailed estimate with supporting data for review by Design Professional and approval by Owner. During the preparation of the drawings and specifications, CM/GC shall update and refine this estimate at appropriate intervals agreed upon by the Parties. 3.3.4.4 If any estimate submitted to Owner exceeds previously approved estimates, CM/GC shall notify and make recommendations to Owner. 3.3.5 CONSTRUCTION DOCUMENT REVIEW CM/GC shall review the drawings and specifications in an effort to identify potential constructability problems that could impact CM/GC's ability to perform the Work in an expeditious and economical manner. CM/GC shall issue a report to Design Professional and Owner for their review and action as appropriate. In addition, CM/GC shall promptly report to Owner and Design Professional any errors or omissions which it discovers in the drawings and specifications. 3.3.6 TEMPORARY FACILITIES CM/GC shall make recommendations regarding temporary construction facilities, equipment, materials, and services for common use by CM/GC, its Subcontractors, Subsubcontractors, and Suppliers. 3.3.7 LONG-LEAD-TIME ITEMS CM/GC shall recommend to Owner and Design Professional a schedule for procurement of long-lead-time items which will constitute part of the Work as required to meet the Schedule of the Work. CM/GC shall help expedite the delivery of long-lead-time items. 3.3.8 SOLICITATION OF SUBCONTRACTORS AND SUPPLIERS CM/GC shall seek to develop Subcontractor interest in the Project and shall furnish to Owner and Design Professional a list of possible subcontractors from whom proposals may be requested for each principal portion of the Work. Owner shall promptly reply in writing to CM/GC if Owner or Design Professional know of any objection to a subcontractor. Owner may designate specific persons or entities from whom CM/GC shall solicit bids. 3.3.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION CM/GC shall consult with Owner regarding equal employment opportunity and affirmative action programs. 3.3.10 CONSULTANTS CM/GC shall assist Owner in selecting, retaining, and coordinating the professional services of a surveyor, testing laboratories, and special consultants as needed. 7 �^ ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.3.11 PERMITS CM/GC shall assist Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by CM/GC. 3.3.12 OTHER PRECONSTRUCTION SERVICES CM/GC shall provide such other preconstruction services as are agreed upon by the Parties and identified in an attached exhibit to this Agreement. 3.4 GUARANTEED MAXIMUM PRICE (GMP) 3.4.1 At such time as the Parties agree the drawings and specifications are sufficiently complete, CM/GC shall prepare and submit to Owner in writing a GMP. The GMP proposal shall include the sum of the estimated cost of the Work, CM/GC's Fee, the clarifications and assumptions upon which it is based, allowances, and reasonable contingencies, but shall not include compensation for Preconstruction Services. CM/GC does not guarantee any specific line item provided as part of the GMP but agrees that it will be responsible for paying all costs of completing the Work which exceed the GMP, as adjusted in accordance with this Agreement. 3.4.2 BASIS OF GUARANTEED MAXIMUM PRICE CM/GC shall include with the GMP proposal a written statement of its basis, which shall include: 3.4.2.1 a list of the drawings and specifications, including all addenda, which were used in preparation of the GMP Proposal; 3.4.2.2 a list of allowances and a statement of their basis; 3.4.2.3 a list of the assumptions and clarifications made by CM/GC in the preparation of the GMP Proposal to supplement the information contained in the drawings and specifications; 3.4.2.4 the Date of Substantial Completion or the Date of Final Completion upon which the proposed GMP is based, and the Schedule of Work upon which the Date of Substantial Completion or the Date of Final Completion is based; 3.4.2.5 a schedule of applicable alternate prices; 3.4.2.6 a schedule of applicable unit prices; 3.4.2.7 a statement of any work to be self-performed by CM/GC. 3.4.3 CM/GC shall meet with Owner and Design Professional to review the GMP. If Owner or Design Professional discovers any inconsistencies, inaccuracies, or omissions in the information presented, they shall promptly notify CM/GC, who shall make appropriate adjustments to the GMP. Owner shall then give prompt written approval of the GMP. 3.4.4 Owner shall cause Design Professional to revise the drawings and specifications to the extent necessary to reflect the clarifications, assumptions, and allowances on which the GMP is based. Revised drawings and specifications shall be furnished to CM/GC in accordance with the current Schedule of the Work, unless otherwise agreed by Owner, CM/GC, and Design Professional. CM/GC shall promptly notify Owner and Design Professional if the revised drawings and specifications are inconsistent with the GMP's clarifications, assumptions, and allowances. 3.4.5 If the Contract Documents are not complete at the time the GMP proposal is submitted to Owner, CM/GC shall provide in the GMP for further development of the Contract Documents. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Document. s �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.4.6 If this Agreement is executed before establishment of the Guaranteed Maximum Price and its acceptance by Owner, then the GMP and its basis shall be set forth in Amendment 1. 3.4.7 Allowances shall include the costs of materials, supplies, and equipment delivered to the Worksite less applicable trade discounts and including requisite taxes, unloading and handling at the Worksite, and labor and installation, unless specifically stated otherwise. CM/GC's overhead and profit for the allowances shall be included in the GMP, but not in the allowances. The Owner receives the savings for any amount under the allocation and is responsible for any amount over the allocation. The GMP shall be adjusted by Change Order to reflect the actual costs when they are greater than or less than the allowances. 3.4.7.1 Escalation Allowance for potentially price-impacted material. The parties acknowledge certain markets providing essential materials to the Project are experiencing or are expected to experience significant, industry-wide economic fluctuation during the performance of this Contract that may impact price increases due to escalation of materials, equipment, or products costs. The Contractor shall give the Owner written notice and documentation of the increased costs. 3.4.8 FAILURE TO ACCEPT THE GMP PROPOSAL Unless Owner accepts the GMP Proposal in writing on or before the date specified in the GMP Proposal for such acceptance and so notifies CM/GC, the GMP Proposal shall not be effective. If Owner fails to accept the GMP Proposal, or rejects the GMP Proposal, Owner shall have the right to: 3.4.8.1 suggest modifications to the GMP Proposal. If such modifications are accepted in writing by CM/GC, the GMP Proposal shall be deemed accepted in accordance with §3.4.6; 3.4.8.2 direct CM/GC to proceed on the basis of reimbursement as provided in ARTICLE 7 and ARTICLE 8 without a GMP, in which case all references in this Agreement to the GMP shall not be applicable; or 3.4.8.3 terminate the Agreement for convenience in accordance with §12.3. In the absence of a GMP the Parties may establish a Date of Substantial Completion or a Date of Final Completion. 3.4.9 PRE-GMP WORK Before Owner's acceptance of the GMP Proposal, CM/GC shall not incur any cost to be reimbursed as part of the Cost of the Work, except as provided in this Agreement or as Owner may specifically authorize in writing. 3.5 WORKMANSHIP 3.5.1 The Work shall be executed in accordance with the Contract Documents in a workmanlike manner. All materials used in the Work shall be furnished in sufficient quantities to facilitate the proper and expeditious execution of the Work and shall be new except as otherwise provided in the Contract Documents. 3.6 COOPERATION WITH WORK OF OWNER AND OTHERS 3.6.1 Owner may perform work at the Worksite directly or by Others. Any agreements with Others to perform construction or operations related to the Project shall include provisions pertaining to insurance, indemnification, waiver of subrogation, consequential damages, coordination, interference, cleanup, and safety that are substantively the same as the corresponding provisions of this Agreement. 9 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.6.2 If Owner elects to perform work at the Worksite directly or by Others, the Parties shall coordinate the activities of all forces at the Worksite and agree upon fair and reasonable schedules and operational procedures for Worksite activities. Owner shall require each separate contractor to cooperate with CM/GC and assist with the coordination of activities and the review of construction schedules and operations. The GMP or the Date of Substantial Completion or the Date of Final Completion may be equitably adjusted in accordance with this Agreement, for changes resulting from the coordination of construction activities, and the Schedule of the Work shall be revised accordingly. 3.6.3 With regard to the work of Owner and Others, CM/GC shall (a) proceed with the Work in a manner that does not hinder, delay, or interfere with the work of Owner or Others or cause the work of Owner or Others to become defective; (b) afford Owner or Others reasonable access for introduction and storage of their materials and equipment and performance of their activities; and (c) coordinate CM/GC's Work with theirs. 3.6.4 Before proceeding with any portion of the Work affected by the construction or operations of Owner or Others, CM/GC shall give Owner prompt, written notification of any defects CM/GC discovers in their work which will prevent the proper execution of the Work. CM/GC's obligations in this subsection do not create a responsibility for the work of Owner or Others but are for the purpose of facilitating the Work. If CM/GC does not notify Owner of defects interfering with the performance of the Work, CM/GC acknowledges that the work of Owner or Others is not defective and is acceptable for the proper execution of the Work. Following receipt of written notice from CM/GC of defects, Owner shall promptly issue an Interim Directive informing CM/GC what action, if any, CM/GC shall take with regard to the defects. 3.7 CONTRACT DOCUMENT REVIEW AND ADMINISTRATION 3.7.1 Before commencing the Work, CM/GC shall examine and compare the drawings and specifications with information furnished by Owner that are considered Contract Documents, relevant field measurements made by CM/GC, and any visible conditions at the Worksite affecting the Work. 3.7.2 Should CM/GC discover any errors, omissions, or inconsistencies in the Contract Documents, CM/GC shall promptly report them to Owner. It is recognized, however, that CM/GC is not acting in the capacity of a licensed design professional, and that CM/GC's examination is to facilitate construction and does not create an affirmative responsibility to detect defects or to ascertain compliance with a Law. Following receipt of written notice from CM/GC of defects, Owner shall promptly inform CM/GC what action, if any, CM/GC shall take with regard to the defect. 3.7.3 CM/GC shall have no liability for errors, omissions, or inconsistencies discovered under this section, unless CM/GC knowingly fails to report a recognized problem to Owner. 3.7.4 CM/GC may be entitled to additional costs or time because of clarifications or instructions growing out of CM/GC's reports described in this §3.7. 3.7.5 Nothing in §3.7 shall relieve CM/GC of responsibility for its own errors, inconsistencies, or omissions. 3.7.6 COST REPORTING CM/GC shall maintain complete, accurate, and current records that comply with generally accepted accounting principles and calculate the proper financial management under this Agreement. CM/GC shall maintain a complete set of all books and records prepared or used by CM/GC with respect to the Project. Owner shall be afforded access to all of CM/GC's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to this Agreement. CM/GC shall preserve all such records for a period of three years after Substantial Completion. 10 �^ ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.7.6.1 CM/GC agrees to use reasonable skill and judgment in the preparation of cost estimates and Schedule of the Work but does not warrant or guarantee their accuracy. 3.8 MATERIALS FURNISHED BY OWNER OR OTHERS 3.8.1 If the Work includes installation of materials or equipment furnished by Owner or Others, it shall be the responsibility of CM/GC to examine the items so provided and thereupon handle, store, and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of CM/GC shall be the responsibility of CM/GC and may be deducted from any amounts due or to become due CM/GC. Any defects discovered in such materials or equipment shall be reported at once to Owner. Following receipt of written notice from CM/GC of defects, Owner shall promptly inform CM/GC what action, if any, CM/GC shall take with regard to the defects. 3.9 TESTS AND INSPECTIONS 3.9.1 CM/GC shall schedule all required tests, approvals, and inspections of the Work or portions thereof at appropriate times so as not to delay the progress of the Work or other work related to the Project. CM/GC shall give proper notice to all required Parties of such tests, approvals, and inspections. If feasible, Owner and Others may timely observe the tests at the normal place of testing. Except as provided in §3.9.3, Owner shall bear all expenses associated with tests, inspections, and approvals required by the Contract Documents which, unless otherwise agreed to, shall be conducted by an independent testing laboratory or entity retained by Owner. Unless otherwise required by the Contract Documents, required certificates of testing, approval, or inspection shall be secured by CM/GC and promptly delivered to Owner. 3.9.2 If Owner or appropriate authorities determine that tests, inspections, or approvals in addition to those required by the Contract Documents will be necessary, CM/GC shall arrange for the procedures and give timely notice to Owner and Others who may observe the procedures. Costs of the additional tests, inspections, or approvals are at Owner's expense except as provided in the subsection below. 3.9.3 If the procedures described in the two subsections immediately above indicate that portions of the Work fail to comply with the Contract Documents due to the negligence of CM/GC, CM/GC shall be responsible for costs of correction and retesting. 3.10 WARRANTY 3.10.1 CM/GC warrants that all materials and equipment furnished under the Construction Phase of this Agreement will be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from defective workmanship and materials. At Owner's request, CM/GC shall furnish satisfactory evidence of the quality and type of materials and equipment furnished. CM/GC further warrants that the Work shall be free from material defects not intrinsic in the design or materials required in the Contract Documents. CM/GC's warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use for a purpose for which the Project was not intended, improper or insufficient maintenance, modifications performed by Owner or others, or abuse. CM/GC's warranty shall commence on the Date of Substantial Completion of the Work, or of a designated portion. 3.10.2 With respect to any portion of Work first performed after Substantial Completion, CM/GC's warranty obligation shall be extended by the period of time between Substantial Completion and the actual performance of the later Work. 11 �^ ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.10.3 To the extent products, equipment, systems, or materials incorporated in the Work are specified and purchased by Owner, they shall be covered exclusively by the warranty of the manufacturer. There are no warranties which extend beyond the description on the face of any such warranty. For such incorporated items, ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. 3.10.4 CM/GC shall obtain from its Subcontractors and Suppliers any special or extended warranties required by the Contract Documents. CM/GC's liability for such warranties shall be limited to the one-year correction period referred to in the section immediately below. After that period CM/GC shall provide reasonable assistance to Owner in enforcing the obligations of Subcontractors or Suppliers for such extended warranties. 3.11 CORRECTION OF WORK WITHIN ONE YEAR 3.11.1 If before Substantial Completion or within one year after the date of Substantial Completion of the Work any Defective Work is found, Owner shall promptly notify CM/GC in writing. Unless Owner provides written acceptance of the condition, CM/GC shall promptly correct the Defective Work at its own cost and time and bear the expense of additional services required for correction of any Defective Work for which it is responsible. If within the one-year correction period Owner discovers and does not promptly notify CM/GC or give CM/GC an opportunity to test or correct Defective Work as reasonably requested by CM/GC, Owner waives CM/GC's obligation to correct that Defective Work as well as Owner's right to claim a breach of the warranty with respect to that Defective Work. 3.11.2 With respect to any portion of Work first performed after Substantial Completion, the one-year correction period shall commence when that portion of the Work is substantially complete. Correction periods shall not be extended by corrective work performed by CM/GC. 3.11.3 If CM/GC fails to correct Defective Work within a reasonable time after receipt of written notice from Owner before final payment, Owner may correct it in accordance with Owner's right to carry out the Work. In such case, an appropriate Change Order shall be issued deducting the cost of correcting the Defective Work from payments then or thereafter due CM/GC. If payments then or thereafter due CM/GC are not sufficient to cover such amounts, CM/GC shall pay the difference to Owner. 3.11.4 CM/GC's obligations and liability, if any, with respect to any Defective Work discovered after the one-year correction period shall be determined by the Law. If, after the one-year correction period but before the applicable limitation period has expired, Owner discovers any Work which Owner considers Defective Work, Owner shall, unless the Defective Work requires emergency correction, promptly notify CM/GC and allow CM/GC an opportunity to correct the Work if CM/GC elects to do so. If CM/GC elects to correct the Work, it shall provide written notice of such intent within fourteen (14) Days of its receipt of notice from Owner and shall complete the correction of Work within a mutually agreed timeframe. If CM/GC does not elect to correct the Work, Owner may have the Work corrected by itself or Others, and, if Owner intends to seek recovery of those costs from CM/GC, Owner shall promptly provide CM/GC with an accounting of the actual correction costs. 3.11.5 If CM/GC's correction or removal of Defective Work causes damage to or destroys other completed or partially completed work or existing building, CM/GC shall be responsible for the cost of correcting the destroyed or damaged property. 12 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.11.6 The one-year period for correction of Defective Work does not constitute a limitation period with respect to the enforcement of CM/GC's other obligations under the Contract Documents. 3.11.7 Before final payment, at Owner's option and with CM/GC's agreement, Owner may elect to accept Defective Work rather than require its removal and correction. In such cases the GMP shall be equitably adjusted for any diminution in the value of the Project caused by such Defective Work. 3.12 CORRECTION OF COVERED WORK 3.12.1 Upon issuance of an Interim Directive, Work that has been covered without a requirement that it be inspected before being covered may be uncovered for Owner's inspection. Owner shall pay for the costs of uncovering and replacement if the Work proves to be in conformance with the Contract Documents, or if the defective condition was caused by Owner or Others. If the uncovered Work proves to be defective, CM/GC shall pay the costs of uncovering and replacement. 3.12.2 If any Work is covered contrary to requirements in the Contract Documents, Owner may issue an Interim Directive to uncover the Work for Owner's observation and recover the Work all at CM/GC's expense. In this circumstance the Work shall be replaced at CM/GC's expense and with no adjustment to the Dates of Substantial or Final Completion. 3.13 SAFETY OF PERSONS AND PROPERTY 3.13.1 SAFETY PROGRAMS CM/GC holds overall responsibility for safety programs. However, such obligation does not relieve Subcontractors of their safety responsibilities and to comply with the Law. CM/GC shall prevent against injury, loss, or damage to persons or property by taking reasonable steps to protect: (a) its employees and other persons at the Worksite; (b) materials and equipment stored at onsite or offsite locations for use in performing the Work; and (c) property located at the Worksite and adjacent to work areas, whether or not the property is part of the Worksite. 3.13.2 CM/GC'S SAFETY REPRESENTATIVE CM/GC shall designate an individual at the Worksite in its employ as its safety representative. Unless otherwise identified by CM/GC in writing to Owner, CM/GC's project superintendent shall serve as its safety representative. CM/GC shall report promptly in writing all recordable accidents and injuries occurring at the Worksite. When CM/GC is required to file an accident report with a public authority, CM/GC shall furnish a copy of the report to Owner. 3.13.3 CM/GC shall provide Owner with copies of all notices required of CM/GC by the Law. CM/GC's safety program shall comply with the requirements of governmental and quasi- governmental authorities having jurisdiction. Damage or loss not insured under property insurance that may arise from the Work, to the extent caused by negligent or intentionally wrongful acts or omissions of CM/GC, or anyone for whose acts CM/GC may be liable, shall be promptly remedied by CM/GC. 3.13.4 If Owner deems any part of the Work or Worksite unsafe, Owner, without assuming responsibility for CM/GC's safety program, may require by Interim Directive CM/GC to stop performance of the Work, take corrective measures satisfactory to Owner, or both. If CM/GC does not adopt corrective measures, Owner may perform them and deduct their cost from the GMP. CM/GC agrees to make no claim for damages, or an increase in the GMP, or for a change in the Dates of Substantial or Final Completion based on CM/GC's compliance with Owner's reasonable request. 13 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.14 EMERGENCIES In an emergency affecting the safety of persons or property, CM/GC shall act in a reasonable manner to prevent threatened damage, injury, or loss. If appropriate, an equitable adjustment in GMP or Date of Substantial Completion or Date of Final Completion shall be determined as provided for in ARTICLE 9. 3.15 HAZARDOUS MATERIALS 3.15.1 CM/GC shall not be obligated to commence or continue Work until any Hazardous Material discovered at the Worksite has been removed, rendered or determined to be harmless by Owner as certified by an independent testing laboratory, and approved by the appropriate governmental agency. 3.15.2 If after commencing the Work, Hazardous Material is discovered at the Worksite, CM/GC shall be entitled to immediately stop Work in the affected area. CM/GC shall promptly report the condition to Owner, Design Professional, and, if required, the governmental agency with jurisdiction. 3.15.3 CM/GC shall not resume nor be required to continue any Work affected by any Hazardous Material without written mutual agreement between the Parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the governmental agency with jurisdiction. 3.15.4 Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether the material requires corrective measures or remedial action. Such measures shall be the sole responsibility of Owner and shall be performed in a manner minimizing any adverse effect upon the Work. 3.15.5 If CM/GC incurs additional costs or is delayed due to the presence or remediation of Hazardous Material, CM/GC may be entitled to an equitable adjustment in the GMP or the Dates of Substantial or Final Completion in accordance with this Agreement. 3.15.6 To the extent permitted by§6.7 and to the extent not caused by the negligent or intentionally wrongful acts or omissions of CM/GC, its Subcontractors and Subsubcontractors, and the agents, officers, directors, and employees of each of them, Owner shall defend, indemnify, and hold harmless CM/GC, its Subcontractors and Subsubcontractors, and the agents, officers, directors, and employees of each of them, from and against all claims, damages, losses, costs, and expenses, including but not limited to reasonable attorneys'fees, costs, and expenses incurred in connection with any dispute resolution procedure arising out of or relating to the performance of the Work in any area affected by Hazardous Material. 3.15.7 MATERIALS BROUGHT TO THE WORKSITE 3.15.7.1 Safety Data Sheets (SDS) as required by law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by CM/GC, Subcontractors, Owner or Others, shall be maintained at the Worksite by CM/GC and made available to Owner, Subcontractors, and Others. 3.15.7.2 CM/GC shall be responsible for the proper delivery, handling, application, storage, removal, and disposal of all materials and substances brought to the Worksite by CM/GC in accordance with the Contract Documents and used or consumed in the performance of the Work. Upon the issuance of the Certificate of Substantial Completion, Owner shall be responsible for materials and substances brought to the Worksite by CM/GC if such materials or substances are required by the Contract Documents. 14 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 3.15.7.3 To the extent permitted under§6.7 and to the extent caused by the negligent or intentionally wrongful acts or omissions of CM/GC, its agents, officers, directors, and employees, CM/GC shall defend, indemnify, and hold harmless Owner, its agents, officers, directors, and employees, from and against claims, damages, losses, costs, and expenses, including but not limited to reasonable attorneys'fees, costs and expenses incurred in connection with any dispute resolution procedure, arising out of or relating to delivery, handling, application, storage, removal, and disposal of all materials and substances brought to the Worksite by CM/GC 3.15.7.4 §3.15 shall survive the completion of the Work or Agreement termination. 3.16 SUBMITTALS 3.16.1 CM/GC shall submit to Owner and Design Professional all shop drawings, samples, product data, and similar submittals required by the Contract Documents for review and approval. Submittals shall be submitted in electronic form if required in accordance with §4.6.1. CM/GC shall be responsible for the accuracy and conformity of its submittals to the Contract Documents. At no additional cost, CM/GC shall prepare and deliver its submittals in such time and sequence so as not to delay the performance of the Work or the work of Owner and Others. CM/GC's submittals shall identify in writing for each submittal all changes, deviations, or substitutions from the requirements of the Contract Documents. The approval of any CM/GC submittal shall not be deemed to authorize changes, deviations, or substitutions from the requirements of the Contract Documents unless a Change Order or Interim Directive specifically authorizes such deviation, substitution, or change. To the extent a change, deviation, or substitution causes an impact to the Contract Price or Contract Time, such approval shall be memorialized in a Change Order no later than seven (7) Days following approval by Owner. Neither Design Professional nor Owner shall make any change, deviation, or substitution through the submittal process without specifically identifying and authorizing such deviation to CM/GC. If the Contract Documents do not contain submittal requirements pertaining to the Work, CM/GC agrees upon request to submit in a timely fashion to Design Professional and Owner for review any shop drawings, samples, product data, manufacturers' literature, or similar submittals as may reasonably be required by Owner. 3.16.2 Owner shall be responsible for review and approval of submittals with reasonable promptness to avoid causing delay. 3.16.3 CM/GC shall perform all Work strictly in accordance with approved submittals. Approval of shop drawings is not an authorization to perform changed work, unless the procedures of ARTICLE 9 are followed. Approval does not relieve CM/GC from responsibility for Defective Work resulting from errors or omissions on the approved shop drawings. 3.16.4 Record copies of the following, incorporating field changes and selections made during construction, shall be maintained at the Worksite and available to Owner upon request: drawings, specifications, addenda and other modifications, and required submittals including product data, samples, and shop drawings. 3.16.5 CM/GC shall prepare and submit to Owner final marked-up as-built drawings. 3.17 DESIGN DELEGATION If the Contract Documents require CM/GC to specify that CM/GC is responsible for the design of a particular system or component to be incorporated into the Project, then Owner shall specify all required performance and design criteria. CM/GC shall not be responsible for the adequacy of such performance and design criteria. As required by the Law, CM/GC shall procure design services and certifications necessary to satisfactorily complete the Work from a licensed design professional. The signature and seal of CM/GC's design professional shall appear on all drawings, 15 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 calculations, specifications, certifications, shop drawings, and other submittals related to the Work designed or certified by CM/GC's design professional. 3.18 WORKSITE CONDITIONS 3.18.1 WORKSITE VISIT CM/GC acknowledges that it has visited, or has had the opportunity to visit, the Worksite to visually inspect the general and local conditions which could affect the Work. 3.18.2 CONCEALED OR UNKNOWN SITE CONDITIONS If a condition encountered at the Worksite is (a) a subsurface or other physical condition materially different from those indicated in the Contract Documents, or(b) an unusual and unknown physical condition materially different from conditions ordinarily encountered and generally recognized as inherent in Work provided for in the Contract Documents, CM/GC shall stop affected Work after the condition is first observed and give prompt written notice of the condition to Owner and Design Professional. Owner shall investigate and then issue an Interim Directive specifying the extent to which Owner agrees that a concealed or unknown condition exists and directing how CM/GC is to proceed. CM/GC shall not be required to perform any Work relating to the condition without the written mutual agreement of the Parties. Any change in the GMP, estimated Cost of the Work, CM/GC's Fee, Date of Substantial Completion or Date of Final Completion, and, if appropriate, the Compensation for Preconstruction Services as a result of the condition, including any dispute about its existence or nature shall be determined as provided in ARTICLE 9. 3.19 PERMITS AND TAXES 3.19.1 CM/GC shall give public authorities all notices required by law and, except for permits and fees that are the responsibility of Owner pursuant to §4.4, shall obtain and pay for all necessary permits, licenses, and renewals pertaining to the Work. CM/GC shall provide to Owner copies of all notices, permits, licenses, and renewals required under this Agreement. 3.19.2 CM/GC shall pay applicable taxes for the Work provided by CM/GC. However, if tariffs not accounted for in the GMP, no matter when effective, increase the cost and/or time of the Work, Owner hereby agrees to enter into a Change Order with said escalation in the price of materials and/or time for the Work. 3.19.3 If, in accordance with Owner's direction, CM/GC claims an exemption for taxes, Owner shall indemnify and hold CM/GC harmless from any liability, penalty, interest, fine, tax assessment, attorneys' fees, or other expense or cost incurred by CM/GC as a result of any such claim. 3.20 CUTTING, FITTING, AND PATCHING 3.20.1 CM/GC shall perform cutting, fitting, and patching necessary to coordinate the various parts of the Work and to prepare its Work for the work of Owner or Others. 3.20.2 Cutting, patching, or altering the work of Owner or Others shall be done with the prior written approval of Owner. Such approval shall not be unreasonably withheld. 3.21 CLEAN UP 3.21.1 CM/GC shall regularly remove debris and waste materials at the Worksite resulting from the Work. Before discontinuing Work in an area, CM/GC shall clean the area and remove all rubbish and its construction equipment, tools, machinery, waste, and surplus materials. CM/GC shall minimize and confine dust and debris resulting from construction activities. At the completion of the Work, 16 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 CM/GC shall remove from the Worksite all construction equipment, tools, surplus materials, waste materials, and debris. 3.21.2 If CM/GC fails to commence compliance with cleanup duties within two (2) Business Days after written notification from Owner of non-compliance, Owner may implement appropriate cleanup measures without further notice and the cost shall be deducted from any amounts due or to become due to CM/GC in the next payment period. 3.22 ACCESS TO WORK CM/GC shall facilitate the access of Owner, its Design Professional, and Others to Work in progress. CM/GC recognizes the importance of performing the Work in a safe manner; to assist with preventing damage, injury, or loss to, all individuals at the Site, whether working or visiting, shall report to the CM/GC's field office and sign in before entering the Project Site. 3.23 COMPLIANCE WITH LAWS CM/GC shall comply with all the Law at its own cost. CM/GC shall be liable to Owner for all loss, cost, or expense attributable to any acts or omissions by CM/GC, its employees, subcontractors, suppliers, and agents for failure to comply with Laws, including fines, penalties, or corrective measures. However, liability under this subsection shall not apply if prior approval by appropriate authorities and Owner is received. 3.23.1 CHANGES IN THE LAW The GMP, estimated Cost of the Work, CM/GC's Fee, Date of Substantial Completion or Date of Final Completion, and, if appropriate, the Compensation for Preconstruction Services shall be equitably adjusted in accordance with ARTICLE 9 for additional costs or time needed resulting from Laws enacted after the date of this Agreement, including taxes and/or tariffs. 3.24 CONFIDENTIALITY CM/GC shall treat as confidential and not disclose to third persons, nor use for its own benefit ("Treat as Confidential"), any of Owner's confidential information, know-how, discoveries, production methods, and the like disclosed to CM/GC or which CM/GC may acquire in performing the Work. To the extent necessary to perform the Work, CM/GC's confidentiality obligations do not apply to disclosures to Subcontractors, Subsubcontractors, and Suppliers. Owner shall Treat as Confidential information all of CM/GC's estimating systems and historical and parameter cost data disclosed to Owner in performing the Work. Each Party shall specify and mark confidential items as "Confidential." Confidentiality obligations do not supersede compulsion by Law, a governmental agency or authority, an order of a court of competent jurisdiction, or a validly issued subpoena. In such event, a Party shall promptly notify the other Party to permit that Party's legal objection. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 INFORMATION AND SERVICES Owner's responsibilities under this Article shall be fulfilled with reasonable detail and in a timely manner. 4.2 FINANCIAL INFORMATION Before commencement of the Work and thereafter at the written request of CM/GC, Owner shall provide CM/GC with evidence of Project financing. Evidence of such financing shall be a condition precedent to CM/GC's commencing or continuing the Work. CM/GC shall be notified before any material change in Project financing. 4.3 WORKSITE INFORMATION To the extent Owner has obtained, or is required to obtain the following Worksite information, then Owner shall provide CM/GC the following: 4.3.1 information describing the physical characteristics of the Worksite, including surveys, Worksite evaluations, legal descriptions, data, or drawings depicting existing conditions, subsurface conditions, and environmental studies, reports, and investigations; 17 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 4.3.2 tests, inspections, and other reports dealing with environmental matters, Hazardous Material, and other existing conditions, including structural, mechanical, and chemical tests, required by the Contract Documents or Law; 4.3.3 the limits of Pollution Liability Insurance covering the Worksite held by Owner; and 4.3.4 any other information or services requested in writing by CM/GC which are required for CM/GC's performance of the Work and under Owner's control. 4.4 BUILDING PERMIT, FEES, AND APPROVALS Except for those permits and fees related to the Work which are the responsibility of CM/GC pursuant to§3.19.1, Owner shall secure and pay for all other permits, approvals, easements, assessments, and fees required for the development, construction, use, or occupancy of permanent structures or for permanent changes in existing facilities, including the building permit. 4.5 MECHANICS AND CONSTRUCTION LIEN INFORMATION Within seven (7) Days after receiving CM/GC's written request, Owner shall provide CM/GC with the information necessary to give notice of or enforce mechanics lien rights and, where applicable, stop notices. This information shall include Owner's real property interests in the Worksite and the record legal title. 4.6 CONTRACT DOCUMENTS Unless otherwise specified, Owner shall provide a reasonable number of hard copies of the Contract Documents to CM/GC without cost. 4.6.1 ELECTRONIC DOCUMENTS If Owner requires that Owner, Design Professional, and CM/GC exchange documents and data in electronic or digital form, before any such exchange, Owner, Design Professional, and CM/GC shall agree on and follow a written protocol governing all exchanges in ConsensusDocs 200.2 or a separate addendum, which, at a minimum, shall specify: (a) the definition of documents and data to be accepted in electronic or digital form or to be transmitted electronically or digitally; (b) management and coordination responsibilities; (c) necessary equipment, software, and services; (d)acceptable formats, transmission methods, and verification procedures; (e) methods for maintaining version control; (f) privacy and security requirements; and (g) storage and retrieval requirements. Except as otherwise agreed upon by the Parties in writing, each Party shall each bear its own costs as identified in the protocol. In the absence of a written protocol, use of documents and data in electronic or digital form shall be at the sole risk of the recipient. 4.7 OWNER'S REPRESENTATIVE Owner's Representative is Mitch Humble, Deputy City Manager. Owner's Representative shall be fully acquainted with the Project and shall have authority to bind Owner in all matters requiring Owner's approval, authorization, or written notice. If Owner changes its Representative or the Representative's authority, Owner shall immediately notify CM/GC in writing. 4.8 OWNER'S CUTTING AND PATCHING Cutting, patching, or altering the Work by Owner or Others shall be done with the prior written approval of CM/GC, which approval shall not be unreasonably withheld. 4.9 OWNER'S RIGHT TO CLEAN UP In case of a dispute between CM/GC and Others with regard to respective responsibilities for cleanup at the Worksite, Owner may implement appropriate cleanup measures after two (2) Business Days' notice and allocate the cost among those responsible during the following pay period. 4.10 COST OF CORRECTING DAMAGED OR DESTROYED WORK With regard to damage or loss attributable to the acts or omissions of Owner or Others and not to CM/GC, Owner may either(a) promptly remedy the damage or loss and assume affected warranty responsibilities, (b) accept the damage or loss, or(c) issue an Interim Directive or Change Order to remedy the damage or loss. If 18 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 CM/GC incurs costs or is delayed due to such loss or damage, CM/GC may seek an equitable adjustment in the GMP, estimated Cost of the Work, CM/GC's Fee, Date of Substantial Completion or Date of Final Completion, and, if appropriate, the Compensation for Preconstruction Services under this Agreement. ARTICLE 5 SUBCONTRACTS 5.1 SUBCONTRACTORS Subcontracts shall be issued on a lump sum basis unless Owner has given prior written approval of a different method of payment to the Subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Promptly after the execution of this Agreement, CM/GC shall provide Owner, and, if directed, Design Professional with a written list of the proposed subcontractors and significant Suppliers. If Owner has a reasonable objection to any proposed subcontractor or material supplier, Owner shall notify CM/GC in writing. Failure to promptly object shall constitute acceptance. 5.2.2 If Owner has reasonably and promptly objected, CM/GC shall not contract with the proposed Subcontractor or Supplier, and CM/GC shall propose another acceptable Subcontractor or Supplier to Owner. An appropriate Change Order shall reflect any increase or decrease in the GMP or Dates of Substantial or Final Completion because of the substitution. 5.3 BINDING OF SUBCONTRACTORS AND SUPPLIERS CM/GC agrees to bind every Subcontractor and Supplier(and require every Subcontractor to so bind its subcontractors and significant suppliers)to the Contract Documents as they apply to the Subcontractor's or Supplier's applicable provisions to that portion of the Work. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 If this Agreement is terminated, each subcontract and supply agreement shall be assigned by CM/GC to Owner, subject to the prior rights of any surety, provided that: 5.4.1.1 this Agreement is terminated by Owner pursuant to §12.4 or§12.5; and 5.4.1.2 Owner accepts such assignment after termination by notifying the CM/GC and Subcontractor or CM/GC and Supplier in writing, and assumes all rights and obligations of CM/GC pursuant to each subcontract or supply agreement. 5.4.2 If Owner accepts such an assignment, and the Work has been suspended for more than thirty (30) consecutive Days, following termination, the Subcontractor's or Supplier's compensation shall be equitably adjusted as a result of the suspension. ARTICLE 6 TIME 6.1 DATE OF COMMENCEMENT The Date of Commencement shall be fifteen (15) days after CM/GC's receipt of the latter of the following: 1. Fully executed Agreement including the GMP Amendment. 2. Evidence of funding satisfactory to CM/GC (i.e., Owner's PO). 3. Issuance of Site Permit, Building Permit, and any other permits required to commence the Work and maintain unhindered progress. 4. Owner's Notice to Proceed with Construction. 5. Unhindered access to property, including any off-site Work 19 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 6.1.1 SUBSTANTIAL/FINAL COMPLETION Unless the Parties agree otherwise, the Date of Substantial Completion or the Date of Final Completion shall be established in Amendment 1 to this Agreement subject to adjustments as provided for in the Contract Documents. Owner and CM/GC may agree not to establish such dates, or in the alternative, to establish one but not the other of the two dates. If such dates are not established upon the execution of this Agreement, at such time as GMP is accepted a Date of Substantial Completion or Date of Final Completion of the Work shall be established in Amendment 1. If a GMP is not established and the Parties desire to establish a Date of Substantial Completion or Date of Final Completion, it shall be set forth in Amendment 1. The dates for Substantial and Final Completion are subject to adjustments as provided for in the Contract Documents. 6.1.2 Time is of the essence with regard to the obligations of the Contract Documents. 6.1.3 Unless instructed by Owner in writing, CM/GC shall not knowingly commence the Work before the effective date of CM/GC's required insurance. 6.2 SCHEDULE OF THE WORK 6.2.1 Before submitting its first application for payment, CM/GC shall submit to Owner and, if directed, Design Professional a Schedule of the Work showing the dates on which CM/GC plans to begin and complete various parts of the Work, including dates on which information and approvals are required from Owner. Except as otherwise directed by Owner, CM/GC shall comply with the approved Schedule of the Work or CM/GC. Unless otherwise agreed, the Schedule of the Work shall be formatted in a detailed precedence-style critical path method that (a) provides a graphic representation of all activities and events, including float values that will affect the critical path of the Work, and (b) identifies dates that are critical to ensure timely and orderly completion of the Work. CM/GC shall update the Schedule of the Work on a monthly basis or as mutually agreed by the Parties. 6.2.2 Owner may determine the sequence in which the Work shall be performed, provided it does not unreasonably interfere with the approved project schedule. Owner may require CM/GC to make reasonable changes in the sequence at any time during the performance of the Work in order to facilitate the performance of work by Owner or Others. If CM/GC consequently incurs costs or is delayed, the GMP or the Dates of Substantial or Final Completion, or both, CM/GC may seek equitable adjustment under ARTICLE 9. 6.3 DELAYS AND EXTENSIONS OF TIME 6.3.1 If CM/GC is delayed at any time in the commencement or progress of the Work by any cause beyond the control of CM/GC, CM/GC shall be entitled to an equitable extension of the Date of Substantial Completion or Date of Final Completion, and related Overhead and expenses. Examples of causes beyond the control of CM/GC include, but are not limited to, the following: (a) acts or omissions of Owner, Design Professional, or Others; (b) changes in the Work or the sequencing of the Work ordered by Owner, or arising from decisions of Owner that impact the time of performance of the Work; (c) encountering Hazardous Materials, or concealed or unknown conditions; (d)delay authorized by Owner pending dispute resolution or suspension by Owner under§12.1; 1 transportation delays not reasonably foreseeable; (f) labor disputes not involving CM/GC; (g) general labor disputes impacting the Project but not specifically related to the Worksite; (h)fire; (i)Terrorism; 0)disruptions in labor or materials resulting from a health crisis regardless of whether epidemic, pandemic or isolated to areas from which such labor and materials are supplied; (k) adverse governmental actions; (1) unavoidable accidents or circumstances; (m) adverse weather conditions not reasonably anticipated; or(n) Force Majeure Events. CM/GC shall submit any requests for equitable extensions of Contract Time in accordance with the provisions of ARTICLE 9. 20 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 Any time gained by the CM/GC on the Schedule of Work shall not be offset against any delays as described herein. 6.3.1.1 When adverse weather conditions occur, and delay critical path activities, Contractor shall be entitled to an extension of the Critical Path Schedule, determined on a per building basis, for each day the adverse weather condition occurs along with each subsequent day that construction is delayed due to such adverse condition. Such request shall be specific as to each building. Once approved by Owner, such weather delays shall increase the schedule for the affected building(s)on a day for day basis. 6.3.1.2 If CM/GC is delayed in the performance of the Work due to Wood-frame construction having microbial growth present as milled wood is a natural, nutrient-rich product and it is not practical to eliminate naturally occurring microbial growth during construction, CM/GC shall not be liable for natural microbial growth during the course of construction, other than to clean materials consistent with industry standards and shall be responsible for same through Substantial Completion. If Owner decides to remediate naturally occurring microbial growth beyond industry standards prior to Substantial Completion, Owner agrees to do so at Owner's own expense and any delay to CM/GC as a result of same shall entitle Design-Builder to additional Contract Time and General Conditions costs. 6.3.2 In addition, if CM/GC incurs additional costs as a result of a delay that is caused by items (a) through (n) immediately above, CM/GC shall be entitled to an equitable adjustment in the GMP subject to §6.7. 6.3.3 NOTICE OF DELAYS If delays to the Work are encountered for any reason, CM/GC shall provide prompt written notice to Owner of the cause of such delays after CM/GC first recognizes the delay. The Parties each agree to take reasonable steps to mitigate the effect of such delays. 6.4 NOTICE OF DELAY CLAIMS If CM/GC requests an equitable extension of the Contract Time or an equitable adjustment in the Contract Price as a result of a delay described in §6.3, CM/GC shall give Owner written notice of the claim in accordance with §9.4. If CM/GC causes delay in the completion of the Work, Owner shall be entitled to recover its additional costs subject to §6.7. Owner shall process any such claim against CM/GC in accordance with ARTICLE 9. 6.5 MONITORING PROGRESS AND COSTS Following acceptance by Owner of the GMP, CM/GC shall establish a process for monitoring actual costs against the GMP and actual progress against the Schedule of Work. CM/GC will provide written reports to Owner at intervals as agreed to by the Parties on the status of the Work, showing variances between actual costs and the GMP and actual progress as compared to the Schedule of Work, including estimates of future costs and recovery programs if actual progress indicates that the Dates of Substantial Completion or Final Completion may not be met. 6.6 LIQUIDATED DAMAGES 6.6.1 SUBSTANTIAL COMPLETION Liquidated damages based on the Substantial Completion date shall apply. 6.6.1.1 Owner will suffer damages which are difficult to determine and accurately specify if the Substantial Completion date, which may be amended by Change Order, is not attained. CM/GC shall pay Owner Two Hundred Dollars ($200) as liquidated damages and not as a penalty for each Day that Substantial Completion extends beyond the Substantial Completion date. Parties expressly acknowledge and agree that it would be difficult or impossible to determine with absolute precision the amount of damages that would be 21 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 incurred by Owner as a result of CM/GC's failure to perform the Work in accordance with and within the time specified in this Contract. The Parties accordingly agree, having taken into account all factors that they deem appropriate, including all of the respective rights and obligations under this Contract, that liquidated damages are in lieu of actual damages and are the Parties' reasonable estimate of fair compensation for the losses that are reasonably anticipated to be incurred by Owner from CM/GC's failure to timely perform in accordance with the Contract, and do not constitute a penalty. The payment of liquidated damages (and, to the extent applicable, termination of the Contract by Owner for default in accordance with the terms hereof) shall be CM/GC's sole and exclusive obligation and Owner's sole and exclusive remedy with respect to the failure to timely perform in accordance with the guaranteed dates set forth in this Contract. 6.6.2 ACTUAL DAMAGES In the event that the provisions for the payment of liquidated damages in this Contract are held to be unenforceable as a matter of law, CM/GC agrees to pay to Owner all actual damages suffered by Owner due to the circumstances giving rise to the liability to pay liquidated damages (had they been enforceable). Any such actual damages shall be subject to the waiver of consequential damages in Section 6.7 but in no event, shall the amount paid to Owner as actual damages exceed the amount that would have been calculated and paid as Liquidated Damages. 6.7 LIMITED MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES Except for damages mutually agreed upon by the Parties as liquidated damages in §6.6 and excluding losses covered by insurance required by the Contract Documents, the Parties agree to waive all claims against each other for any consequential damages that may arise out of or relate to this Agreement. Owner agrees to waive damages including but not limited to Owner's loss of use of the Project, any rental expenses incurred, loss of income, increased financing costs, profit, or financing related to the Project, as well as the loss of business, loss of financing, loss of profits not related to this Project, loss of reputation, or insolvency. CM/GC agrees to waive damages including but not limited to loss of business, loss of financing, loss of profits not related to this Project, loss of bonding capacity, loss of reputation, or insolvency. The provisions of this section shall also apply to the termination of this Agreement and shall survive such termination. ARTICLE 7 COMPENSATION AND GUARANTEED MAXIMUM PRICE 7.1 The CM/GC guarantees that the contract sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the CM/GC shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. To the extent the Cost of the Work is less than the Guaranteed Maximum Price, the CM/GC and Owner shall share in such savings: (Insert specific provisions if the Construction Manager(CM)is to participate in any savings.) Percentage Split of GMP Savings: 100% to Owner/0%to CM/GC. 7.2 Owner shall compensate CM/GC for Work performed on the following basis: 7.2.1 the Cost of the Work as allowed in ARTICLE 8; and 7.2.2 CM/GC's Fee paid in proportion to the Work performed subject to adjustment as provided in §7.5. 7.3 The compensation to be paid shall be limited to the GMP established in Amendment 1, as the GMP may be adjusted under ARTICLE 9. 22 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 7.3.1 Payment for Work performed shall be as set forth in ARTICLE 10. 7.4 CM/GC'S FEE CM/GC's Fee shall be as follows, subject to adjustment as provided in §7.5: equal to Five percent (5.0%) of the GMP. 7.5 FEE ADJUSTMENTS: 7.5.1 Changes in the Work as provided in ARTICLE 9, shall adjust CM/GC's Fee as follows: Five percent(5%). 7.5.2 except as provided for in §6.3, delays in the Work not caused by CM/GC shall adjust CM/GC's Fee to compensate for increased expenses as provided for in ARTICLE 9; and 7.5.3 managing the replacement of an insured or uninsured loss shall increase CM/GC's fee in the same proportion that CM/GC's Fee bears to the estimated Cost of the Work for the replacement. 7.6 PRECONSTRUCTION SERVICES COMPENSATION CM/GC shall be compensated for Preconstruction Services as follows: Twelve Thousand, Seven Hundred Sixty-Four and NO/100 Dollars ($12,764.00). ARTICLE 8 COST OF THE WORK 8.1 Owner agrees to pay CM/GC for the Cost of the Work as defined in this article. This payment shall be in addition to CM/GC's Fee stipulated in §7.4. 8.2 COST ITEMS 8.2.1 General Conditions Costs—The General Conditions Costs shall be a stipulated lump sum as defined in the GMP. The General Conditions Costs shall consist of the General Requirements; Warranty, Premiums for Insurance and Bonds; and all applicable taxes. 8.2.1.1 The General Requirements shall include, but is not limited to, the following types of costs incurred during the performance of the construction phase: 8.2.1.1.1 payroll costs for the project manager; payroll costs for the superintendent and full-time general foremen; payroll costs for administrative and management personnel resident and working on or off the site; 8.2.1.1.2 cost for employee benefits, premiums, taxes, insurance contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by CM/GC; 8.2.1.1.3 cost of workers not included as direct labor costs engaged in support functions (e.g., loading/unloading, clean-up); 8.2.1.1.4 cost of offices and temporary facilities including office materials, office supplies, office equipment, minor expenses, utilities, fuel, sanitary facilities and telephone services at the site; 8.2.1.1.5 cost of consultants not in the direct employ of the CM/GC or subcontractors; 8.2.1.1.6 The reasonable cost of travel, accommodations and meals for CM/GC's personnel necessarily and directly incurred in connection with the performance of the Work.CM/GC 23 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 8.2.1.2 The direct cost and management required to provide the Warranty required by this Agreement or the performance of the Work. 8.2.1.3 Insurance and Bond Premiums required by this Agreement or the performance of the Work. 8.2.1.4 The cost of sales, use, privilege or similar taxes or duties incurred in the performance of the Work. 8.2.2 Reasonable transportation, travel, hotel, and moving expenses of CM/GC's personnel incurred in connection with the Work. 8.2.3 Cost of all materials, supplies, and equipment incorporated in the Work, including costs of inspection and testing if not provided by Owner, transportation, storage, and handling. 8.2.4 Payments made by CM/GC to Subcontractors for work performed under this Agreement. 8.2.5 Cost, including transportation and maintenance of all materials, supplies, equipment, temporary facilities, and hand tools not owned by the workers that are used or consumed in the performance of the Work, less salvage value or residual value; and cost less salvage value on such items used, but not consumed that remain the property of CM/GC. 8.2.6 Rental charges of all necessary machinery and equipment, exclusive of hand tools owned by workers, used at the Worksite, whether rented from CM/GC or others, including installation, repair, and replacement, dismantling, removal, maintenance, transportation, and delivery costs. Rental from unrelated third parties shall be reimbursed at actual cost. Rentals from CM/GC or its affiliates, subsidiaries, or related parties shall be reimbursed at the prevailing rates in the locality of the Worksite up to eighty-five percent(85%) of the value of the piece of equipment. 8.2.7 Tariffs, or duties related to the Work for which CM/GC is liable. 8.2.8 Permits, fees, licenses, tests, royalties. 8.2.9 Losses, expenses, or damages to the extent not compensated by insurance or otherwise, and the cost of corrective work during the Construction Phase and for a one-year period following the Date of Substantial Completion, provided that such losses, expenses, damages, or corrective work did not arise from CM/GC's negligence. 8.2.10 Costs associated with establishing, equipping, operating, maintaining, and demobilizing the field office. 8.2.11 Water, power, and fuel costs necessary for the Work. 8.2.12 Cost of removal of all nonhazardous substances, debris, and waste materials. 8.2.13 Costs incurred due to an emergency affecting the safety of persons or property. 8.2.14 Legal, mediation, and arbitration fees and costs, other than those arising from disputes between Owner and CM/GC, reasonably and properly resulting from CM/GC's performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. 24 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 8.2.15 Costs directly incurred in the performance of the Work or in connection with the Project, and not included in CM/GC's Fee as set forth in ARTICLE 7, which are reasonably inferable from the Contract Documents. 8.3 DISCOUNTS All discounts for prompt payment shall accrue to Owner to the extent such payments are made directly by Owner. To the extent payments are made with funds of CM/GC, all cash discounts shall accrue to CM/GC. All trade discounts, rebates, and refunds, and all returns from sale of surplus materials and equipment, shall be credited to the Cost of the Work. ARTICLE 9 CHANGES Changes in the Work that are within the general scope of this Agreement shall be accomplished, without invalidating this Agreement, by Change Order and Interim Directive. 9.1 CHANGE ORDER 9.1.1 CM/GC may request, or Owner may order changes in the Work or the timing or sequencing of the Work that impacts the GMP or the estimated Cost of the Work, CM/GC's Fee, Date of Substantial Completion or Date of Final Completion and, if appropriate, the Compensation for Preconstruction Services. All such changes in the Work shall be formalized in a Change Order. Any such requests for changes in the Work shall be processed in accordance with this article. 9.1.2 For changes in the Work, the Parties shall negotiate an equitable adjustment to the GMP or the Date of Substantial Completion or Date of Final Completion in good faith and conclude negotiations as expeditiously as possible. Acceptance of the Change Order and any equitable adjustment in the GMP or Date of Substantial Completion or Date of Final Completion shall not be unreasonably withheld. 9.1.3 NO OBLIGATION TO PERFORM CM/GC shall not be obligated to perform changes in the Work that impact the GMP or the estimated Cost of the Work, CM/GC's Fee, Date of Substantial Completion or Date of Final Completion without a Change Order or Interim Directive. 9.2 INTERIM DIRECTIVES 9.2.1 Owner may issue an Interim Directive directing a change in the Work before reaching agreement with CM/GC on the adjustment, if any, in the GMP, CM/GC's Fee, Date of Substantial Completion or Date of Final Completion, or directing CM/GC to perform Work that Owner believes is not a change. If the Parties disagree that the Interim Directed work is within the scope of the Work, CM/GC shall perform the disputed Work and furnish Owner with an estimate of the costs to perform the disputed work in accordance with Owner's interpretations. 9.2.2 The Parties shall negotiate expeditiously and in good faith for appropriate adjustments, as applicable, to the GMP or the Date of Substantial Completion or Date of Final Completion arising out of an Interim Directive. As the directed Work is performed, CM/GC shall submit its costs for such Work with its application for payment beginning with the next application for payment within thirty (30) Days of the issuance of the Interim Directive. If there is a dispute as to the cost to Owner, Owner shall pay CM/GC fifty percent (50%) of its actual (incurred or committed) cost to perform the Work. In such event, the Parties reserve their rights as to the disputed amount, subject to the requirements of ARTICLE 13. Owner's payment does not prejudice its right to be reimbursed should it be determined that the disputed work was within the scope of the Work. CM/GC's receipt of payment for the disputed work does not prejudice its right to receive full payment for the disputed work should it be determined that the disputed work is not within the scope of the Work. Undisputed amounts may be included in applications for payment and shall be paid by Owner in accordance with this Agreement. 25 �^ ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 9.2.3 When the Parties agree upon the adjustments in the GMP or the Date of Substantial Completion or Date of Final Completion, for a change in the Work directed by an Interim Directive, such agreement shall be the subject of an appropriate Change Order. The Change Order shall include all outstanding Interim Directives on which the Parties have reached agreement on GMP, or the Date of Substantial Completion or Date of Final Completion issued since the last Change Order. 9.3 DETERMINATION OF COST 9.3.1 An increase in the GMP or the Date of Substantial Completion or Date of Final Completion resulting from a change in the Work shall be determined by one or more of the following methods: 9.3.1.1 unit prices set forth in this Agreement or as subsequently agreed, plus applicable Overhead and Five percent (5.0%) profit; 9.3.1.2 a mutually accepted, itemized lump sum including applicable Overhead and Five percent (5.0%) profit; 9.3.1.3 Cost of the Work as defined by ARTICLE 8 and determined as a net savings from the change in the work; plus applicable Overhead and Five percent(5.0%)for profit. 9.3.1.4 If there is a net increase in the GMP, CM/GC's Fee shall be adjusted accordingly. In case of a net decrease in the GMP, CM/GC's Overhead and Fee shall not be adjusted. CM/GC shall maintain a documented, itemized accounting evidencing the expenses and savings. 9.3.2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the Parties, but the character or quantity of such unit items as originally contemplated is so different in a proposed Change Order that the original unit prices will cause substantial inequity to either Party, such unit prices shall be equitably adjusted. 9.3.3 If the Parties disagree as to whether work required by Owner is within the scope of the Work, CM/GC shall furnish Owner with an estimate of the costs to perform the disputed work in accordance with Owner's interpretations. 9.4 CHANGES NOTICE Except as provided in §6.3.2 and §6.4 for any claim for an increase in the GMP or the Date of Substantial Completion or Date of Final Completion, CM/GC shall give Owner written notice of the claim within fourteen (14) Days after the occurrence giving rise to the claim or within fourteen (14) Days after CM/GC first recognizes the condition giving rise to the claim, whichever is later. Owner's failure to so respond shall be deemed a denial of CM/GC's claim. Except in an emergency, notice shall be given before proceeding with the Work. Thereafter, CM/GC shall submit written documentation of its claim, including appropriate supporting documentation, within twenty-one (21) Days after giving notice, unless the Parties mutually agree upon a longer period of time. No later than fourteen (14) Days after receipt, Owner shall respond in writing denying or approving the claim. Owner's failure to so respond shall be deemed a denial of the claim. Any change in the GMP or the Date of Substantial Completion or Date of Final Completion resulting from such claim shall be authorized by Change Order. 9.5 INCIDENTAL CHANGES Owner may direct CM/GC to perform incidental changes in the Work, upon concurrence with CM/GC that such changes do not involve adjustments in the Contract Price or the Contract Time. Incidental changes shall be consistent with the scope and intent of the Contract Documents. Owner shall initiate an incidental change in the Work by issuing a written order to CM/GC. Such written notice shall be carried out promptly and is binding on the Parties. 26 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 ARTICLE 10 PAYMENT 10.1 SCHEDULE OF VALUES Within twenty-one (21) Days from the date of execution of this Agreement, CM/GC shall prepare and submit to Owner and Design Professional a schedule of values apportioned to the various divisions or phases of the Work. Each line item contained in the schedule of values shall be assigned a value such that the total of all items shall equal the GMP. 10.2 PROGRESS PAYMENTS 10.2.1 APPLICATIONS CM/GC shall submit to Owner and, if directed, Design Professional a monthly application for payment no later than the last Day of the calendar month for the preceding calendar month. CM/GC's applications for payment shall be itemized and supported by CM/GC's schedule of values based on a percentage of completion and shall include any other substantiating data as required by this Agreement. Applications for payment shall include payment requests on account of properly authorized Change Orders or Interim Directives. Owner shall pay the amount otherwise due on any payment application, as certified by Design Professional, no later than thirty (30) Days after accepting such application. Owner may deduct from any progress payment amounts that may be retained pursuant to §10.2.4. 10.2.2 STORED MATERIALS AND EQUIPMENT Applications for payment may include materials and equipment not yet incorporated into the Work but delivered to and suitably stored onsite or offsite including applicable insurance, storage, and costs incurred transporting the materials to an offsite storage facility. Approval of payment applications for stored materials and equipment stored offsite shall be conditioned on a submission by CM/GC of bills of sale and proof of required insurance, or such other documentation satisfactory to Owner to establish the proper valuation of the stored materials and equipment, Owner's title to such materials and equipment, and to otherwise protect Owner's interests therein, including transportation to the Worksite. 10.2.3 LIEN WAIVERS AND LIENS 10.2.3.1 PARTIAL LIEN WAIVERS AND AFFIDAVITS If required by Owner, as a prerequisite for payment, CM/GC shall provide a partial lien and claim waiver in the amount of the application for payment and affidavits from its Subcontractors and Suppliers for the completed Work. Such waivers shall be conditional upon payment. In no event shall CM/GC be required to sign an unconditional waiver of lien or claim, before receiving payment or in an amount in excess of what it has been paid. 10.2.3.2 RESPONSIBILITY FOR LIENS If Owner has made payments in the time required by this article, CM/GC shall, within thirty (30) Days after filing, remove any liens filed against the premises or public improvement fund by any party or parties performing labor or services or supplying materials in connection with the Work. If CM/GC fails to take such action on a lien, Owner may cause the lien to be removed at CM/GC's expense, including bond costs and reasonable attorneys'fees. This subsection shall not apply if there is a dispute pursuant to ARTICLE 13 relating to the subject matter of the lien. 10.2.4 RETAINAGE From each progress payment made before Substantial Completion, Owner may retain Five percent(5%)of the Work, exclusive of the CM/GC's Fee and General Conditions costs, of the amount otherwise due after deduction of any amounts as provided in §10.3, provided such percentage doesn't exceed the Law. If Owner chooses to use this retainage provision: 10.2.4.1 after the Work is fifty percent(50%) complete, one-half(1/2)of the amount retained shall be paid to the CM/GC on the CM/GC's request provided the CM/GC is making satisfactory progress on the contract and there is no specific cause or claim requiring a 27 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 greater amount to be retained, except that if any time the Owner determines satisfactory progress is not being made, five percent (5%) retention shall be reinstated for all progress payments made under the contract after the determination; 10.2.4.2 Owner may, in its sole discretion, reduce the amount to be retained at any time; 10.2.4.3 Owner may release retainage on that portion of the Work a Subcontractor has completed in whole or in part, and which Owner has accepted. In lieu of retainage, CM/GC may furnish a retention bond or other security interest acceptable to Owner, to be held by Owner. 10.3 ADJUSTMENT OF CM/GC'S PAYMENT APPLICATION Owner may adjust or reject a payment application or nullify a previously approved payment application, in whole or in part, as may reasonably be necessary to protect Owner from loss or damage based upon the following, to the extent that CM/GC is responsible under this Agreement: 10.3.1 CM/GC's repeated failure to perform the Work as required by the Contract Documents; 10.3.2 except as accepted by the insurer providing builder's risk or other property insurance covering the Project, loss or damage arising out of or relating to this Agreement and caused by CM/GC to Owner or others to whom Owner may be liable; 10.3.3 CM/GC's failure to properly pay Subcontractors and Suppliers following receipt of such payment from Owner for that portion of the Work or for supplies, provided that Owner is making payments to CM/GC in accordance with this Agreement; 10.3.4 rejected or Defective Work not corrected in a timely fashion; 10.3.5 reasonable evidence of delay in performance of the Work such that the Work will not be completed by the Dates of Substantial or Final Completion; 10.3.6 reasonable evidence demonstrating that the unpaid balance of the GMP is insufficient to fund the cost to complete the Work; and 10.3.7 uninsured third-party claims involving CM/GC or reasonable evidence demonstrating that third-party claims are likely to be filed unless and until CM/GC furnishes Owner with adequate security in the form of a surety bond, letter of credit, or other collateral or commitment sufficient to discharge such claims if established. No later than seven (7) Days after receipt of an application for payment, Owner shall give written notice to CM/GC, at the time of disapproving or nullifying all or part of an application for payment, stating its specific reasons for such disapproval or nullification, and the remedial actions to be taken by CM/GC in order to receive payment. When the above reasons for disapproving or nullifying an application for payment are removed, payment will be promptly made for the amount previously withheld. 10.4 ACCEPTANCE OF WORK Neither Owner's payment of progress payments nor its partial or full use or occupancy of the Project constitutes acceptance of Work not complying with the Contract Documents. 10.5 PAYMENT DELAY If for any reason not the fault of CM/GC, CM/GC does not receive a progress payment from Owner within seven (7) Days after the time such payment is due, then CM/GC, upon giving seven (7) Days'written notice to Owner, and without prejudice to and in addition to any other legal remedies, may stop Work until payment of the full amount owing to CM/GC has been received, including 28 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 interest for late payment. If CM/GC incurs costs or is delayed resulting from shutdown, delay, and start- up, CM/GC may seek an equitable adjustment in the GMP and Dates of Substantial or Final Completion may be equitably adjusted by a Change Order in accordance with ARTICLE 9. 10.6 SUBSTANTIAL COMPLETION 10.6.1 CM/GC shall notify Owner and, if directed, Design Professional when it considers Substantial Completion of the Work or a designated portion to have been achieved. Owner, with the assistance of its Design Professional, shall promptly conduct an inspection to determine whether the Work or designated portion can be occupied or used for its intended use by Owner without excessive interference in completing any remaining unfinished Work. If Owner determines that the Work or designated portion has not reached Substantial Completion, Owner, with the assistance of its Design Professional, shall promptly compile a list of items to be completed or corrected so Owner may occupy or use the Work or designated portion for its intended use. CM/GC shall promptly complete all items on the list. 10.6.2 When Substantial Completion of the Work or a designated portion is achieved, CM/GC shall prepare a Certificate of Substantial Completion establishing the date of Substantial Completion and the respective responsibilities of each Party for interim items such as security, maintenance, utilities, insurance, and damage to the Work, and fixing the time for completion of all items on the list accompanying the Certificate. The Certificate of Substantial Completion shall be submitted by CM/GC to Owner and, if directed, to Design Professional for written acceptance of responsibilities assigned in the Certificate of Substantial Completion. 10.6.3 Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or a designated portion. 10.6.4 Upon Owner's written acceptance of the Certificate of Substantial Completion, Owner shall pay to CM/GC the remaining retainage held by Owner for the Work described in the Certificate of Substantial Completion less a sum equal to one hundred and fifty percent(150%) of the estimated cost of completing or correcting remaining items on that part of the Work, as agreed to by the Parties as necessary to achieve Final Completion. Uncompleted items shall be completed by CM/GC in a mutually agreed upon timeframe. Owner shall pay CM/GC monthly the amount retained for unfinished items as each item is completed. 10.7 PARTIAL OCCUPANCY OR USE 10.7.1 Owner may occupy or use completed or partially completed portions of the Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b)appropriate insurer(s) consent to the occupancy or use, and (c) public authorities authorize the occupancy or use. CM/GC shall not unreasonably withhold consent to partial occupancy or use. Owner shall not unreasonably refuse to accept partial occupancy. 10.8 FINAL COMPLETION AND FINAL PAYMENT 10.8.1 Upon notification from CM/GC that the Work is complete and ready for final inspection and acceptance, Owner, with the assistance of its Design Professional shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. 29 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 10.8.2 When the Work is complete, CM/GC shall prepare for Owner's written acceptance a final application for payment stating that to the best of CM/GC's knowledge, and based on Owner's inspections, the Work has reached Final Completion in accordance with the Contract Documents. 10.8.3 Final payment of the balance of the GMP shall be made to CM/GC within twenty (20) Days after CM/GC has submitted an application for final payment, including submissions required under §10.8.4, and a Certificate of Final Completion has been executed by the Parties. 10.8.4 Final payment shall be due on CM/GC's submission of the following to Owner: 10.8.4.1 an affidavit declaring any indebtedness connected with the Work, to have been paid, satisfied, or to be paid with the proceeds of final payment, so as not to encumber Owner's property; 10.8.4.2 as-built drawings, manuals, copies of warranties, and all other close-out documents required by the Contract Documents; 10.8.4.3 release of any liens, conditioned on final payment being received; 10.8.4.4 consent of any surety; and 10.8.4.5 any outstanding known and unreported accidents or injuries experienced by CM/GC or its Subcontractors at the Worksite. 10.8.5 If, after Substantial Completion of the Work, the Final Completion of a portion of the Work is materially delayed through no fault of CM/GC, Owner shall pay the balance due for any portion of the Work fully completed and accepted. If the remaining contract balance for Work not fully completed and accepted is less than the retained amount before payment, CM/GC shall submit to Owner and, if directed, Design Professional the written consent of any surety to payment of the balance due for portions of the Work that are fully completed and accepted. Such payment shall not constitute a waiver of claims but otherwise shall be governed by this §10.8. 10.8.6 OWNER RESERVATION OF CLAIMS Owner's claims not reserved in writing with final payment are waived, except for claims relating to liens or similar encumbrances, warranties, Defective Work, and latent defects. 10.8.7 ACCEPTANCE OF FINAL PAYMENT Unless CM/GC provides written identification of unsettled claims with an application for final payment, its acceptance of final payment constitutes a waiver of such claims. 10.9 LATE PAYMENT Payments due but unpaid shall bear interest from the date payment is due at the statutory rate at the place of the Project. ARTICLE 11 INDEMNITY, INSURANCE, AND BONDS 11.1 INDEMNITY 11.1.1 To the fullest extent permitted by law, CM/GC shall indemnify and hold harmless Owner, Owner's officers, directors, members, consultants, agents, and employees, Design Professional, and Others (the "Indemnitees")from all claims for bodily injury and property damage, other than to the Work itself and other property insured, including reasonable attorneys'fees, costs, and expenses, that may arise from the performance of the Work, but only to the extent caused by the negligent or intentionally wrongful acts or omissions of CM/GC, Subcontractors, Suppliers, Subsubcontractors, or 30 �^ ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. CM/GC shall be entitled to reimbursement of any defense costs paid above CM/GC's percentage of liability for the underlying claim to the extent provided for by§11.1.2. Notwithstanding anything to the contrary in this Section, CM/GC's obligations hereunder do not extend to any claims, damages, losses, and expenses arising out of or resulting from the sole negligence or willful misconduct of an Indemnitee. 11.1.2 To the fullest extent permitted by law, Owner shall indemnify and hold harmless CM/GC, its officers, directors, members, consultants, agents, and employees, Subcontractors, Suppliers, or anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable from all claims for bodily injury and property damage, other than property insured, including reasonable attorneys'fees, costs, and expenses, that may arise from the performance of work by Owner, Design Professional, or Others, but only to the extent caused by the negligent or intentionally wrongful acts or omissions by Owner, Design Professional, or Others. Owner shall be entitled to reimbursement of any defense costs paid above Owner's percentage of liability for the underlying claim to the extent provided for by§11.1.1. Notwithstanding anything to the contrary in this Section, Owner's obligations hereunder do not extend to any claims, damages, losses, and expenses arising out of or resulting from the sole negligence or willful misconduct of an Indemnitee. 11.1.3 NO LIMITATION ON LIABILITY In any and all claims against the Indemnitees by any employee of CM/GC, anyone directly or indirectly employed by CM/GC, or anyone for whose acts CM/GC may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for CM/GC under workers' compensation acts, disability benefit acts, or other employment benefit acts. 11.2 INSURANCE 11.2.1 Before starting the Work and as a condition precedent to payment, CM/GC shall procure and maintain in force Workers' Compensation Insurance, Employers' Liability Insurance, Business Automobile Liability Insurance, and Commercial General Liability Insurance ("CGL"). The CGL policy shall include coverage for liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, contractual liability, and broad form property damage. CM/GC shall maintain completed operations liability insurance for one year after Substantial Completion, or as required by the Contract Documents, whichever is longer. CM/GC's Employers' Liability, Business Automobile Liability and CGL policies shall be written with at least the following limits of liability: 11.2.1.1 As per the attached Exhibit B. 11.2.2 Employers' Liability, Business Automobile Liability, and CGL coverages required under §11.2.1 may be provided by a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella liability policies. 11.2.3 CM/GC shall maintain in effect all insurance coverage required under§11.2.1 with insurance companies lawfully authorized to do business in the jurisdiction in which the Project is located. If CM/GC fails to obtain or maintain any insurance coverage required under this Agreement, Owner may purchase such coverage and charge the expense to CM/GC or terminate this Agreement. 11.2.4 To the extent commercially available to CM/GC from its current insurance company, insurance policies required under§11.2.1 shall contain a provision that the insurance company or its designee must give Owner written notice transmitted in paper or electronic format: (a) 30 Days before coverage is nonrenewed by the insurance company and (b)within 10 Business Days after cancelation of coverage by the insurance company. Before commencing the Work and upon renewal 31 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 or replacement of the insurance policies, CM/GC shall furnish Owner with certificates of insurance until one year after Substantial Completion or longer if required by the Contract Documents. In addition, if any insurance policy required under§11.2.1 is not to be immediately replaced without lapse in coverage when it expires, exhausts its limits, or is to be cancelled, CM/GC shall give Owner prompt written notice upon actual or constructive knowledge of such condition. 11.3 PROPERTY INSURANCE 11.3.1 Unless otherwise directed in writing by Owner, before starting the Work, CM/GC shall obtain and maintain a Builder's Risk Policy upon the entire Project for the full cost of replacement at the time of loss. This insurance shall also (a) name CM/GC, the Owner, Subcontractors, Subsubcontractors, and Design Professional as named insureds; (b) be written in such form to cover all risks of physical loss except those specifically excluded by the policy; and (c) insure at least against and not exclude: 11.3.1.1 the perils of fire, lightning, explosion, windstorm, hail, smoke, aircraft(except aircraft, including helicopter, operated by or on behalf of CM/GC) and vehicles, riot and civil commotion, theft, vandalism, malicious mischief, debris removal, flood, earthquake, earth movement, water damage, wind damage, testing if applicable, collapse, however caused; 11.3.1.2 damage resulting from defective design, workmanship, or material; 11.3.1.3 equipment breakdown, including mechanical breakdown, electrical injury to electrical devices, explosion of steam equipment, and damage to steam equipment caused by a condition within the equipment; 11.3.1.4 testing coverage for running newly installed machinery and equipment at or beyond the specified limits of their capacity to determine whether they are fit for their intended use; and 11.3.1.5 physical loss resulting from Terrorism. 11.3.2 The Party that is the primary cause of a Builder's Risk Policy claim shall be responsible for any deductible amounts or coinsurance payments. If no Party is the primary cause of a claim, then the Party obtaining and maintaining the Builder's Risk Policy pursuant to §11.3.1 shall be responsible for the deductible amounts or coinsurance payments. This policy shall provide for a waiver of subrogation. This insurance shall remain in effect until a written notice of Substantial Completion has been provided by the Owner. Partial occupancy or use of the Work shall not commence until CM/GC has secured the consent of the insurance company or companies providing the coverage required in this subsection. Before commencing the Work, the CM/GC shall provide a copy of the property policy or policies obtained in compliance with this §11.3. 11.3.3 The Parties each waive all rights against each other and their respective employees, agents, contractors, subcontractors, suppliers, subsubcontractors, and design professionals for damages caused by risks covered by the property insurance provided under§11.3.1, except such rights as they may have to the proceeds of the insurance. To the extent of the limits of CM/GC's Commercial General Liability Insurance specified in §11.2.1, CM/GC shall indemnify and hold harmless Owner against any and all liability, claims, demands, damages, losses, and expenses, including attorneys' fees, in connection with or arising out of any damage or alleged damage to any of Owner's existing adjacent property that may arise from the performance of the Work, to the extent caused by the negligent or intentionally wrongful acts or omissions of CM/GC, Subcontractor, Supplier, Subsubcontractor, or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. The Owner or CM/GC, as appropriate, shall require of the Architect, 32 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 Architect's consultants, separate contractors, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. 11.3.4 RISK OF LOSS Except to the extent a loss is covered by applicable insurance, risk of loss from damage to the Work shall be upon the Party obtaining and maintaining the Builder's Risk Policy pursuant to §11.3.1 until the Date of Final Completion. 11.3.5 POLLUTION LIABILITY INSURANCE As per the attached Exhibit B. 11.4 ADDITIONAL GENERAL LIABILITY COVERAGE The additional liability coverage required of the CM/GC shall be: 11.4.1 Additional Insured. The Owner and Architect shall be named as an additional insured on the CM/GC's CGL specified, for operations and completed operations, but only with respect to liability for bodily injury, property damage, or personal and advertising injury to the extent caused by the negligent acts or omissions of CM/GC, or those acting on the CM/GC's behalf, in the performance of the CM/GC's work for the Owner at the Worksite. 11.4.2 Any documented additional cost in the form of a surcharge associated with procuring the additional liability coverage in accordance with this subsection shall be paid by the Owner the costs may be reimbursed by the Owner to the CM/GC by increasing the Contract Price to correspond to the actual cost required to purchase and maintain the coverage. Before commencing the Work, CM/GC shall provide a certificate and endorsement evidencing that Owner has been named as an additional insured, as applicable. 11.4.3 ROYALTIES, PATENTS, AND COPYRIGHTS CM/GC shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods, or systems selected by CM/GC and incorporated in the Work. CM/GC shall defend, indemnify, and hold Owner harmless from all suits or claims for infringement of any patent rights or copyrights arising out of such selection. Owner agrees to defend, indemnify, and hold CM/GC harmless from any suits or claims of infringement of any patent rights or copyrights arising out of any patented or copyrighted materials, methods, or systems specified by Owner or Design Professional. 11.5 BONDS Performance and Payment Bonds ® are/ ❑ are not required of CM/GC. Such bonds shall be issued by a surety admitted in the state in which the Project is located and must be acceptable to Owner. Owner's acceptance shall not be withheld without a reasonable cause. The penal sum of the bonds shall each be one hundred percent(100%) of the GMP. CM/GC shall endeavor to keep its surety advised of changes potentially impacting the GMP and Contract Time, though CM/GC shall require that its surety waives any requirement to be notified of any alteration or extension of time. 11.6 PROFESSIONAL LIABILITY INSURANCE To the extent CM/GC is required to procure design services in accordance with §3.17, CM/GC shall require its design professionals to obtain professional liability insurance for claims arising from the negligent performance of professional services under this Agreement, with a company reasonably satisfactory to Owner, including coverage for all professional liability caused by any consultants to CM/GC's design professional, written for not less than One Million dollars ($1,000,000) per claim and in the aggregate with the deductible not to exceed Fifty Thousand dollars ($50,000). CM/GC's design professional shall pay the deductible. 33 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 ARTICLE 12 SUSPENSION, NOTICE TO CURE, AND TERMINATION 12.1 SUSPENSION BY OWNER FOR CONVENIENCE 12.1.1 OWNER SUSPENSION Should Owner order CM/GC in writing to suspend, delay, or interrupt the performance of the Work for the convenience of Owner and not due to any act or omission of CM/GC or any person or entity for whose acts or omissions CM/GC may be liable, then CM/GC shall immediately suspend, delay, or interrupt that portion of the Work for the time period ordered by Owner. 12.1.2 Any action taken by Owner that is permitted by any other provision of the Contract Documents and that results in a suspension of part, or all of the Work does not constitute a suspension of Work under this section. 12.2 NOTICE TO CURE A DEFAULT If CM/GC persistently fails to supply enough properly qualified workers, proper materials, or equipment to maintain the approved Schedule of the Work or fails to make prompt payment to its workers, Subcontractors, or Suppliers, disregards a Law or orders of any public authority having jurisdiction, or is otherwise guilty of a material breach of a provision of this Agreement, CM/GC may be deemed in default. 12.2.1 After receiving Owner's written notice, if CM/GC fails within seven (7) Days after receipt of written notice to commence and continue satisfactory correction of such default with diligence and promptness, then Owner shall give CM/GC a second notice to correct the default within three (3) Business Days after receipt. The second notice to CM/GC, and if applicable, the surety, may include, that Owner intends to terminate this Agreement for default absent appropriate corrective action. 12.2.2 If CM/GC fails to promptly commence and continue satisfactory correction of the default following receipt of such second notice, Owner without prejudice to any other rights or remedies may: (a)take possession of the Worksite; (b) complete the Work utilizing reasonable means; (c) withhold payment due to CM/GC; and (d) as Owner deems necessary, supply workers and materials, equipment, and other facilities for the satisfactory correction of the default, and charge CM/GC, the costs and expenses, including reasonable Overhead, profit, and attorneys'fees. 12.2.3 In the event of an emergency affecting the safety of persons or property, Owner may immediately commence and continue satisfactory correction of such default without first giving written notice to CM/GC but shall give CM/GC prompt written notice. 12.3 OWNER'S RIGHT TO TERMINATE FOR DEFAULT 12.3.1 Upon expiration of the second notice to cure pursuant to§12.2, and absent appropriate corrective action, Owner may terminate this Agreement by written notice. Termination for default is in addition to any other remedies available to Owner under§12.2.. If Owner's costs arising out of CM/GC's failure to cure, including the costs of completing the Work and reasonable attorneys' fees, exceed the unpaid GMP, CM/GC shall be liable to Owner for such excess costs. If Owner's costs are less than the unpaid GMP, Owner shall pay the difference to CM/GC. If Owner exercises its rights under this section, upon the request of CM/GC, Owner shall furnish to CM/GC a detailed accounting of the costs incurred by Owner. 12.3.2 If Owner or Others perform work under this section, Owner shall have the right to take and use any materials and supplies for which Owner has paid and located at the Worksite for the purpose of completing any remaining Work. Immediately upon completion of the Work, any remaining materials, and supplies not consumed or incorporated in the Work shall be returned to 34 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 CM/GC in substantially the same condition as when they were taken, reasonable wear and tear excepted. 12.3.3 If CM/GC files a petition under the Bankruptcy Code, this Agreement shall terminate if: (a) CM/GC or CM/GC's trustee rejects the Agreement; (b) a default occurred and CM/GC is unable to give adequate assurance of required performance; (c) CM/GC is otherwise unable to comply with the requirements for assuming this Agreement under the applicable provisions of the Bankruptcy Code. 12.3.4 Owner shall make reasonable efforts to mitigate damages arising from CM/GC's default, and shall promptly invoice CM/GC for all amounts due pursuant to §12.2 and §12.3. 12.4 TERMINATION BY OWNER FOR CONVENIENCE 12.4.1 Upon CM/GC's receipt of written notice from Owner, Owner may, without cause, terminate this Agreement. CM/GC shall immediately stop the Work, follow Owner's instructions regarding shutdown and termination procedures, and strive to minimize any further costs. 12.4.2 If Owner terminates this Agreement for convenience, CM/GC shall be paid (a)for the Work performed to date including Overhead and profit; (b)for all demobilization costs and costs incurred resulting from termination, but not including Overhead or profit on Work not performed; and (c) reasonable attorneys' fees and costs related to termination. 12.4.3 If Owner terminates this Agreement, CM/GC shall: 12.4.3.1 execute and deliver to Owner all papers and take all action required to assign, transfer, and vest in Owner the rights of CM/GC to all materials, supplies, and equipment for which payment has been or will be made in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents; 12.4.3.2 exert reasonable effort to reduce to a minimum Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; 12.4.3.3 cancel any subcontracts, orders, and commitments as Owner directs; and 12.4.3.4 sell at prices approved by Owner any materials, supplies, and equipment as Owner directs, with all proceeds paid or credited to Owner. 12.5 CM/GC'S RIGHT TO TERMINATE 12.5.1 Seven (7) Days after Owner's receipt of written notice from CM/GC, CM/GC may terminate this Agreement if the Work has been stopped for a thirty (30) Day period through no fault of CM/GC for any of the following reasons: 12.5.1.1 under court order or order of other governmental authorities having jurisdiction; 12.5.1.2 as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of CM/GC, materials are not available; or 12.5.1.3 suspension by Owner for convenience pursuant to §12.1. 35 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 12.5.2 In addition, upon seven (7) Days'written notice to Owner and an opportunity to cure within three (3) Days, CM/GC may terminate this Agreement if Owner: 12.5.2.1 fails to furnish reasonable evidence pursuant to §4.2 that sufficient funds are available and committed for Project financing, or 12.5.2.2 assigns this Agreement over CM/GC's reasonable objection, or 12.5.2.3 fails to pay CM/GC in accordance with this Agreement and CM/GC has stopped Work in compliance with §10.5, or 12.5.2.4 otherwise materially breaches this Agreement. 12.5.3 Upon termination by CM/GC in accordance with this section, CM/GC shall be entitled to recover from Owner payment for all Work executed and for any proven loss, cost, or expense in connection with the Work, including all demobilization costs plus reasonable Overhead and profit on Work not performed. 12.6 OBLIGATIONS ARISING BEFORE TERMINATION Even after termination, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred, or obligations arising before the termination date. ARTICLE 13 DISPUTE AND RESOLUTION 13.1 WORK CONTINUANCE AND PAYMENT Unless otherwise agreed in writing, CM/GC shall continue the Work and maintain the Schedule of the Work during any dispute resolution proceedings. If CM/GC continues to perform, Owner shall continue to make payments in accordance with this Agreement. 13.2 DIRECT DISCUSSIONS If the Parties cannot reach resolution on a matter relating to or arising out of this Agreement, the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties' representatives, who shall possess the necessary authority to resolve such matter and who shall record the date of first discussions. If the Parties' representatives are not able to resolve such matter within five (5) Business Days from the date of first discussion, the Parties' representatives shall immediately inform senior executives of the Parties in writing that a resolution could not be reached. Upon receipt of such notice, the senior executives of the Parties shall meet within five (5) Business Days to endeavor to reach resolution. If the dispute remains unresolved after fifteen (15) Days from the date of first discussion, the Parties shall submit such matter to the dispute mitigation and dispute resolution procedures selected below. 13.3 MEDIATION If direct discussions pursuant to§13.2 do not result in resolution of the matter, the Parties shall endeavor to resolve the matter by mediation through the current Construction Industry Mediation Rules of the American Arbitration Association, or the Parties may mutually agree to select another set of mediation rules. The administration of the mediation shall be as mutually agreed by the Parties. The mediation shall be convened within thirty (30) Days of the matter first being discussed and shall conclude within forty-five (45) Business Days of the matter first being discussed. Either Party may terminate the mediation at any time after the first session by written notice to the non-terminating Party and mediator. The costs of the mediation shall be shared equally by the Parties. 36 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 13.4 BINDING DISPUTE RESOLUTION If the matter is unresolved after submission of the matter to mediation, the Parties shall submit the matter to the binding dispute resolution procedure selected below: ® Arbitration using: ®the current Construction Industry Arbitration Rules of the AAA and administered by the AAA; or the current JAMS Engineering and Construction Arbitration Rules and Procedures and administered by JAMS. Unless the Parties mutually agree otherwise in writing, the administration of the arbitration shall be as mutually agreed by the Parties. In order to preserve the quality of the proceedings, unless it is agreed to otherwise by the parties, the Arbitrator(s) selected shall have Construction Litigation experience of at least fifteen (15)years. 13.5 COSTS The costs of any binding dispute resolution procedures and reasonable attorneys'fees shall be borne by the non-prevailing Party, as determined by the adjudicator of the dispute. 13.6 VENUE To the extent permitted by Law, the venue of any binding dispute resolution procedure shall be the location of the Project. 13.7 MULTIPARTY PROCEEDING All parties necessary to resolve a matter agree to be parties to the same dispute resolution proceeding, if possible. Appropriate provisions shall be included in all other contracts relating to the Work to provide for the joinder or consolidation of such dispute resolution procedures. 13.8 LIEN RIGHTS Nothing in this article shall limit any rights or remedies not expressly waived by CM/GC which CM/GC may have under lien laws. ARTICLE 14 MISCELLANEOUS 14.1 EXTENT OF AGREEMENT Except as expressly provided, this Agreement is for the exclusive benefit of the Parties, and not the benefit of any third party. This Agreement represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement and each and every provision is for the exclusive benefit of the Parties and not for the benefit of any third party. 14.2 ASSIGNMENT Except as to the assignment of proceeds, neither Party shall assign their interest in this Agreement without the written consent of the other Party. The terms and conditions of this Agreement shall be binding upon both Parties, their partners, successors, assigns, and legal representatives. Neither Party shall assign the Agreement as a whole without written consent of the other except that Owner may assign the Agreement to a wholly owned subsidiary of Owner when Owner has fully indemnified CM/GC or to an institutional lender providing construction financing for the Project as long as the assignment is no less favorable to CM/GC than this Agreement. If such assignment occurs, CM/GC shall execute any consent reasonably required. In such event, the wholly owned subsidiary or lender shall assume Owner's rights and obligations under the Contract Documents. If either Party attempts to make such an assignment, that Party shall nevertheless remain legally responsible for all obligations under this Agreement, unless otherwise agreed by the other Party. 14.3 GOVERNING LAW The law in effect at the location of the Project shall govern this Agreement. 14.4 SEVERABILITY The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 37 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised C 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 14.5 NOTICE Unless changed in writing, a Party's address indicated in Article 1 shall be used when delivering notice to a physical address. Except for Agreement termination and as otherwise specified in the Contract Documents, notice is effective upon transmission by any effective means, including U.S. postal service and overnight delivery service. 14.6 NO WAIVER OF PERFORMANCE Either Party's failure to insist upon any of its rights, in any one or more instances, on the performance of any of the terms, covenants, or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition, or right with respect to further performance or any other term, covenant, condition, or right. 14.7 TITLES The titles given to the articles are for ease of reference only and shall not be relied upon or cited for any other purpose. 14.8 179D ENERGY-EFFICIENT COMMERCIAL BUILDINGS TAX DEDUCTION Unless otherwise agreed to in writing, the Parties hereby agree the CM/GC shall retain all rights to claim any and all tax deductions, refunds, and credits available as a result of the design, engineering, and construction of the proposed building whether available at the time of this Agreement or made available at a future time. Such tax deductions, refunds, and credits may include, but shall not be limited to, the 179D Energy- Efficient Commercial Buildings Tax Deduction, the Research and Development Tax Credit, and similar local, state, or federal incentive programs. 14.9 JOINT DRAFTING The Parties expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms before execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party but shall be construed in a neutral manner. ARTICLE 15 CONTRACT DOCUMENTS 15.1 EXISITING CONTRACT DOCUMENTS The Contract Documents in existence at the time of execution of this Agreement are as follows: a. None. 15.2 INTERPRETATION OF CONTRACT DOCUMENTS 15.2.1 The drawings and specifications are complementary. If Work is shown only on one but not on the other, CM/GC shall perform the Work as though fully described on both. 15.2.2 In case of conflicts between the drawings and specifications, the specifications shall govern. In any case of omissions or errors in figures, drawings, or specifications, CM/GC shall immediately submit the matter to Owner for clarification. Subject to an equitable adjustment in the GMP, Dates of Substantial or Final Completion pursuant to ARTICLE 9 or a dispute mitigation and resolution, Owner's clarifications are final and binding. 15.2.3 Where figures are given, they shall be preferred to scaled dimensions. 15.2.4 Unless otherwise specifically defined in this Agreement, any terms that have well-known technical or trade meanings shall be interpreted in accordance with their well-known meanings. 15.2.5 ORDER OF PRECEDENCE In case of any inconsistency, conflict, or ambiguity among the Contract Documents, the documents shall govern in the following order: (a) Change Orders and written amendments to this Agreement; (b)the Agreement; (c) subject to §15.2.2 the drawings, specifications, and addenda issued before the execution of this Agreement; (d) approved submittals; 38 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 (e) information furnished by Owner pursuant to§3.15.4 or designated as a Contract Document in §15.1; (f)other Contract Documents listed in this Agreement. WHEREFORE, the parties have entered into this Agreement as of the day and year first written above. OWNER: City of Twin Falls DocuSigned by: BY: �XX4 NAME: M-Itci4FHumble TITLE: Deputy City Manager CONSTRUCT MANAGER/GENERAL CONTRACTOR: CORE Construction Management, Inc. BY:5DocuSigned by: 6 Vx Ns"Oat' AD86432D652441C... NAME: Shamayne Rustebakke TITLE: Assistant Secretary/Director of Contracts END OF DOCUMENT. 39 �— ConsensusDocs®500-Standard Agreement and General Conditions Between Owner and CM/GC(CM At-Risk)©2011,Revised 2017.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 CConsensusDocs BUILDING A BETTER WAY Exhibit A — Template AMENDMENT NO. 1 TO ConsensusDocs° 500 STANDARD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONSTRUCTION MANAGER / GENERAL CONTRACTOR ("CM/GC") Dated [_�. Pursuant to Section 3.4 of the Agreement dated [_� between the Owner, and the CM/GC, r for[_ (the Project), the Owner and the CM/GC desire to establish a Guaranteed Maximum Price ("GMP")for the Work. Therefore, the Owner and the Contractor agree as follows: ARTICLE 1 GUARANTEED MAXIMUM PRICE The CM/GC's GMP for the Work, including the Cost of the Work as defined in Article 8 and the CM/GC's Fee as set forth in Section 7.4, is [ ] Dollars ($[ ). Notwithstanding the itemization above, there is one overall Guaranteed Maximum Price and the individual line items are not separate price maximums. The CM/GC shall be permitted to reallocate the individual line items and to provide an updated Schedule of Values to the Owner that reflects any such reallocation at its sole discretion, provided that it does not exceed the Guaranteed Maximum Price. The GMP is for the performance of the Work in accordance with the exhibits listed below, which are part of this Agreement. EXHIBIT A- GMP Sheet, dated EXHIBIT B— Basis of GMP (Allowances, Assumptions and Clarifications on which the GMP is based), dated [ , [ pages. EXHIBIT C— Enumeration of Drawings and Specifications, including Addenda, if any, and information furnished by the Owner under Section 4.3, dated ��, �� pages. EXHIBIT D— Baseline Project Schedule. ARTICLE 2 DATE OF SUBSTANTIAL COMPLETION The Date of Substantial Completion of the Work is ; ( ) calendar days from the Date of Commencement. 1 ConsensusDocs®500.1—Amendment No.1 to ConsensusDocs 500 Standard Agreement and General Conditions Between Owner and CM/GC(GMP with Option for Preconstruction Services)-02007,Revised 2011.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only COD make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 WHEREFORE, the parties have entered into this Amendment as of the day and year first written above. OWNER: BY: NAME: TITLE: DATE: CONSTRUCTION MANAGER/GENERAL CONTRACTOR: BY: NAME: TITLE: DATE: END OF DOCUMENT. 2 ConsensusDocs®500.1—Amendment No.1 to ConsensusDocs 500 Standard Agreement and General Conditions Between Owner and CM/GC(GMP with Option for Preconstruction Services)-02007,Revised 2011.THIS DOCUMENT MAY HAVE BEEN MODIFIED.The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes.Consultation with legal and insurance counsel are strongly encouraged.You may only COD make copies of finalized documents for distribution to parties in direct connection with this contract.Any other uses are strictly prohibited. Docusign Envelope ID:59A1 B4BE-7EB2-42AD-B43E-FC9514F25012 Exhibit B CONSTRUCTION MANAGER / GENERAL CONTRACTOR "CM/GC" PROVIDED INSURANCE Construction Manager/ General Contractor "CM/GC" shall purchase insurance, as indicated below, with carriers licensed to do business in the state in which the Project is located and rated by AM Best with at least an A- rating and a minimum Financial Size Category of VIII. The insurance coverage shall be maintained during the construction phase period and for a minimum of two years following completion of construction. Claims-made coverage, other than for Professional Liability (E & O), will not be acceptable. Coverage for General Liability (GL) must include Additional Insured coverage in favor of the Owner and Architect for both ongoing and completed operations utilizing the combination of forms CG 20 10 12 19 and CG 20 37 12 19 or their equivalents. GL coverage must be on a primary/non-contributory basis and have a per project aggregate endorsement. The following limits and coverages are required: Worker's Compensation Statutory in the state in which the project is located Employer's Liability $1,000,000 Ea. Accident, $1,000,000 Disease $1,000,000 Policy limit General Liability Limits must meet the minimums set forth below, or the policy limit, whichever is greater: $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 products/completed operations aggregate Excess Liability $2,000,000 per occurrence and general aggregate Automobile Liability $1,000,000 Combined Single Limit Professional Liability (E&O Coverage) $1,000,000 per claim and in the aggregate Such insurance shall be evidenced by certificate on an Acord-25 form. CM/GC shall provide evidence of coverage prior to the start of construction. Property Insurance: CM/GC shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builders risk "all-risk" or equivalent policy form in the amount of the initial contract sum, plus value of subsequent contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis. This insurance shall include interests of the Owner, the CM/GC, Subcontractor and its subcontractors in the Project, and shall include insurance against the perils of fire and physical loss or damage including,without duplication of coverage,theft,vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal, including demolition occasioned by enforcement of any applicable legal requirements. Such property insurance shall be maintained until a written notice of Substantial Completion, at which time Owner shall install permanent insurance on the property. Owner and CM/GC waive all rights against each other and against all Subcontractors, Sub-subcontractors, Material Suppliers, and the Architect/Engineer, for damages caused by fire or other perils covered by Builder's Risk or any other property insurance,except such rights as they may have to the proceeds of such insurance. Such insurance may be subject to an amount deductible from the sums otherwise payable thereunder and the burden of such deduction shall be borne by the CM/GC. The Owner or CM/GC as appropriate, shall require of the Architect, Architect's consultants, separate contractors, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. Page 1 of 1