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HomeMy WebLinkAbout06 ADOPT RESO 21-33 TO APPROVE FINAL AS-BUILT FOR SCHOOLSFIRST FEDERAL CREDIT UNION DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 vld m �sAGENDA Reewe -M 5W ' City Manager DS Finance Director za MEETING DATE: MAY 18, 2021 TO: MATTHEW S. WEST, CITY MANAGER FROM: DOUGLAS S. STACK, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER SUBJECT: ADOPT RESOLUTION NO. 21-33 TO APPROVE FINAL AS-BUILT/RECORD PLANS AND SPECIFICATIONS AND ACCEPT PUBLIC IMPROVEMENTS FOR THE SCHOOLSFIRST FEDERAL CREDIT UNION PROJECT AND AUTHORIZE THE DIRECTOR OF PUBLIC WORKS TO EXECUTE REIMBURSEMENT AGREEMENT CLOSE-OUT DOCUMENTS SUMMARY Construction of the public improvements for the SchoolsFirst Federal Credit Union (SchoolsFirst) Project have been completed to the satisfaction of the City Engineer and are now ready for City Council acceptance. Staff is requesting City Council approve the final as-built/record plans and specifications, including all contract change orders authorized by the City Engineer to complete the work and authorize the Director of Public Works to execute close-out documents and issue reimbursement to SchoolsFirst pursuant to the Reimbursement Agreement. RECOMMENDATION It is recommended that the City Council adopt Resolution No. 21-33 to: 1. Approve the final as-built/record plans and specifications, including all contract change orders authorized by the City Engineer to complete the SchoolsFirst Federal Credit Union (SchoolsFirst) Project public improvements; and 2. Accept the project as complete to the satisfaction of the City Engineer; and 3. Authorize the Director of Public Works to execute the Assignment Agreement and Request for Acceptance documents for each Facility; and 4. Approve reimbursement to SchoolsFirst pursuant to the Reimbursement Agreement. FISCAL IMPACT SchoolsFirst Federal Credit Union (SchoolsFirst) constructed the improvements as part of their site development project. The City is to reimburse SchoolsFirst for its share of the costs pursuant to the Reimbursement Agreement. Based on actual construction costs, the City's share is $342,089 for the traffic signal installation and $1,752,108 for the other improvements, totaling $2,094,197, which is lower than the estimated amount of$2,170,257 based on the bids. Savings are due to reduced design and inspection costs. Sufficient funds were budgeted and appropriated in the Capital Improvement Program for the Newport Avenue/SchoolsFirst Traffic Signal Project, CIP No. 40092, and the Del Amo Avenue / Newport Avenue Improvements Project, CIP No. 70249, utilizing Gas Tax (Fund 130) and Measure M2 Fair Share (Fund 139) respectively. DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 Acceptance of SchoolsFirst Public Improvements May 18, 2021 Page 2 Of the City's share, approximately $1.1 M will be attributable to the sale of the City-owned 11-acre parcel on the west side of Newport Avenue across from SchoolsFirst and $328,873 will be attributable to the sale of the City-owned 6.5-acre parcel on the east side of Newport Avenue adjacent to Micro Center. CORRELATION TO THE STRATEGIC PLAN The project contributes to the fulfillment of the City's Strategic Plan Goal A: Economic and Neighborhood Development and Goal B: Public Safety and Protection of Assets. DISCUSSION AND BACKGROUND On July 2, 2019, the City Council authorized approval of the Disposition and Development Agreement (DDA) with SchoolsFirst Federal Credit Union for conveyance of the City owned 1.8- acre parcel adjacent to the existing SchoolsFirst campus, located in Pacific Center East on the east side of Newport Avenue and Del Amo Avenue between Edinger Avenue and Valencia Avenue, and development of SchoolsFirst's corporate headquarters at the existing campus. As part of the DDA, SchoolsFirst constructed a number of off-site improvements in the public right- of-way, some of which are to be reimbursed in full or in part (50%) by the City pursuant to the Reimbursement Agreement. Underground utility work to provide services to the site were fully paid for by SchoolsFirst. Improvements subject to reimbursement by the City include the following: • Construction of a driveway into the 11-acre City-owned parcel across from the existing SchoolsFirst driveway on Newport Avenue (100%); • Catch basin /storm drain relocation out of the proposed driveway (100%); • Installation of a traffic signal (50%); • Median modifications on Newport Avenue to accommodate a dual left-turn pocket into the 11-acre City owned parcel (50%); • Median landscape / irrigation improvements on Newport Avenue and Del Amo Avenue adjacent to the SchoolsFirst site (50%); • Median landscape / irrigation improvements on Newport Avenue between Del Amo Avenue and Edinger Avenue (100%); and • Construction of sidewalk and landscaping/ irrigation along Newport Avenue and Del Amo Avenue along the SchoolsFirst property frontage (50%). The improvements were separated into four bid packages based on type of work and were competitively bid by SchoolsFirst. Three bids were received for each of the four bid packages, as well as three bids for construction survey services. All bids include the payment of prevailing wages, as determined by the California Department of Industrial Relations. Design services, soft construction costs, construction surrey services, and temporary traffic control costs were proportionately distributed among the improvements and were added to the hard construction costs with the applicable reimbursement ratio applied to determine the City's share for each. Based on actual final construction costs, the City's total share is $342,089 for the traffic signal installation and $1,752,108 for the other improvements. SchoolsFirst is contributing 50% towards the costs of the traffic signal installation and median reconstruction / landscape / irrigation improvements on Newport Avenue in front of SchoolsFirst. The balance of the costs, totaling $671,699, along with 100% of the costs of the driveway construction and catch basin /storm drain relocation, totaling $431,371, will be attributable to the DocuSign Envelope ID:94A192EF-2FOB-44B3-BD22-B505582FD997 Acceptance of SchoolsFirst Public Improvements May 18, 2021 Page 3 sale of the City-owned 11-acre parcel on the west side of Newport Avenue between Valencia Avenue and the freeway offramp. SchoolsFirst is contributing 50% towards the costs of the median landscape / irrigation improvements on Del Amo Avenue. The balance of the costs, totaling $65,097, along with half the cost of the median landscape / irrigation improvements on Newport Avenue, north of Del Amo Avenue in front of the hotels, $263,776, will be attributable to the sale of the City-owned 6.5-acre parcel on the east side of Newport Avenue adjacent to Micro Center. Lastly, the City is sharing in 50% of the costs of the sidewalk / landscape / irrigation improvements along Newport Avenue and Del Amo Avenue in front of SchoolsFirst, in the amount of $398,477. Construction of the public improvements have been completed to the satisfaction of the City Engineer and are now ready for City Council acceptance. Staff is requesting City Council approve the final as-built/record plans and specifications, including all contract change orders authorized by the City Engineer to complete the work. In accordance with the Reimbursement Agreement, SchoolsFirst has submitted an Assignment Agreement (Exhibit D) and corresponding Request for Acceptance (Exhibit E) for each facility listed in the Agreement. Staff is requesting authorization for the Director of Public Works to execute the documents on behalf of the City and issue reimbursement to SchoolsFirst. i u s S Stack, P.E. r c r Public Works/City Engineer Attachment(s) 1. Resolution No. 21-33 2. Location Map—CIP No. 40092 3. Location Map—CIP No. 70249 4. Assignment Agreements/ Requests for Acceptance ATTACHMENT 1 Resolution No. 21-33 RESOLUTION NO. 21-33 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA APPROVING FINAL AS-BUILT/RECORD PLANS AND SPECIFICATIONS, INCLUDING ALL CONTRACT CHANGE ORDERS AUTHORIZED BY THE CITY ENGINEER TO COMPLETE THE WORK; TO FORMALLY ACCEPT THE PROJECT AS COMPLETE TO THE SATISFACTION OF THE CITY ENGINEER; TO AUTHORIZE EXECUTION OF REIMBURSEMENT AGREEMENT CLOSE-OUT DOCUMENTS; AND TO APPROVE REIMBURSEMENT FOR THE SCHOOLSFIRST FEDERAL CREDIT UNION (SCHOOLSFIRST) PROJECT PUBLIC IMPROVEMENTS WHEREAS, on July 2, 2019, the City Council authorized approval of the Disposition and Development Agreement (DDA) with SchoolsFirst Federal Credit Union (SchoolsFirst) for conveyance of the City owned 1.8-acre parcel adjacent to the existing SchoolsFirst campus, located in Pacific Center East on the east side of Newport Avenue and Del Amo Avenue between Edinger Avenue and Valencia Avenue, and development of SchoolsFirst's corporate headquarters at the existing campus, including construction of off-site improvements in the public right-of-way pursuant to the Reimbursement Agreement; and WHEREAS, the City Engineer has duly certified to the construction and completion of said public improvements in a manner satisfactory to the City Council of the City of Tustin; and WHEREAS, it is the intention of the City Council of the City of Tustin, California to approve the final design and completed construction improvements for the SchoolsFirst Project public improvements; and WHEREAS, the City Engineer approved all plans and specifications, including all change orders for the construction of said work; and WHEREAS, the design and construction of the improvements were fully funded by SchoolsFirst, subject to reimbursement by the City in full or in part (50%), pursuant to the Reimbursement Agreement; and NOW, THEREFORE, BE IT RESOLVED that the final as-built/record plans and specifications, including all change orders authorized by the City Engineer are hereby approved for the: SchoolsFirst Federal Credit Union Project Public Improvements BE IT FURTHER RESOLVED that the City Council accepts the improvements as complete to the satisfaction of the City Engineer; and BE IT FURTHER RESOLVED that the City Council authorizes execution of the Assignment Agreement and Request for Acceptance documents by the Director of Public Works pursuant to the Reimbursement Agreement; and BE IT FURTHER RESOLVED that the City Council approves reimbursement to SchoolsFirst pursuant to the Reimbursement Agreement. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin held on the 18th day of May, 2021. LETITIA CLARK, Mayor ATTEST: ERICA N. YASUDA City Clerk STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Erica N. Yasuda, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council is five; that the above and foregoing Resolution No. 21-33 was duly and regularly passed and adopted at a regular meeting of the City Council held on the 18th day of May, 2021 by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: Erica N. Yasuda, City Clerk ATTACHMENT 2 Location Map — CIP No. 40092 CITY OF TUSTIN NO SCALE 9�F J� 4 P F�`�P Pio c�P PROJECT LOCATION 1 � nM-N—w A—.—SCIwgN'Yet M„s1a1.Ep PROJECT NAME:NEWPORT AVENUE/SCHOOLSFIRST TRAFFIC 804AL INSTALLATION(CIP NO.40092) ATTACHMENT 3 Location Map — CIP No. 70249 CITY OF TUSTIN NO SOME PROJECT 9�F � P P W LOCATION ,? FlIE DN Nno Y Nwport ImpowmmL.Mg PROJECT NAME:DEL AMO AVENUE/NEWPORT AVENUE ROADWAY IMPROVEMENTS(CP NO.70249) ATTACHMENT 4 Assignment Agreements / Requests for Acceptance DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility #1 — Traffic signal at intersection of*Property driveway and Newport Ave. with associated apparatus ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract'). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSigned by: By: Name: Bill Cheney Title: President and Chief Executive Officer DocuSigned by: By FV'Ad s(h- MW Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#1 Reimbursement Agreement Federal Credit Union 5 DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNION OFFSITE STREET IMPROVEMENT WORK C. V. Driver Construction Contract FaVor) pil is - f CGW Driver SCHOOLSFIRST �E DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNION OFFSITE STREET IMPROVEMENT WORK Table of Contents ■ AIA-A102 ■ AIA-A201 • AIA-A 102 Exhibit A • Exhibit B — Travel Policy • Exhibit D --- Stipulated Labor Rates • Exhibit H — Clarifications ■ Exhibit I — Document Listing • Exhibit J — Additional Agreements - r i-- .r. rr TII, l"at; r ILE k C.W. DriverFWF SCH00LS FJ : Mkir -EDERRL CRE3IT do 7f. G#&,Va&j DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNION OFFSITE STREET IMPROVEMENT WORK AIA-A102 �. cJLWDi•ivei- SCHOOLSFIRST IIi 1{F �Iti['! k'11.1 %,j Fz]E3A,CRE!)lT Ul4i.1+ DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE �AY JAIA Document A102' - 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment Is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the 51h day of November in the year 2019 (In wards,indicate day,month acrd year:) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name,legal status,address and other information) completion.The author may also have revised the text of the original SchoolsFirst Federal Credit Union AIA standard form.An Adair7ions and 1200 Edinger Ave. Deletions Report that nates added Tustin,CA.92780 information as wall as revisions to the standard form text is available from and the Contractor: the author and should be reviewed.A (Name,legal status, address a i i d other irifiarmatiorr} vertical line In the left margin of this document indicates where the author C.W.Driver,LLC has added necessary information 2 Technology Dr. and where the author has added to or Suite 1.00 deleted from the origirml AIA text Irvine,CA 92518 This document has Important legal consequences.Consultation with an for the following Project: attorney is encouraged with respect (Name,location and detailed description) to its completion or modification. The parties should New SchoolsFirst Headquarters Offsite Work A112T2D17,Exhibit A.insurance 15332 Newport Avenge and Bonds,contemporaneously with Tustin,CA 92780 this Agreement.AIA Document 15336 Newport Avenue A201 TME 017,General Conditions of Tustin.CA 92780 the Contract for Construction,Is 15432 Newport Avenue adopted in this document by Tustin,CA 92780 reference.Do not use with other general conditions unless this The Architect: document is modified. (N=4 legal status,address and other infornration) Walden&Associates 2552 White Road Shite B Irvine,CA 92,614 SmithGroup]]R 550 South Hope St. suite 1950 Los Angeles,CA 90071 The Construction Manager: Griffin Structures,Incorporated 2 Technology Drive Suite 150 AlA Documant A1U2r"—2017.Copyfight a 1924.1925,1951,1958,1961,1963,1967,1974,1978.1987,1997,2007 and 2017 by Tire Am ;ken institute of [nit. Architects.All rights reserved.WARN[NG'.This AIAe Document is protected by U-S.Copyright Law and international Treaties.Unauthorized reproduction ar distribution of this AIAe Document,or any portion of it,may result in severe civil and cHminai penalties,and will be prosecuted to the maximum 1 extant posslble under the law.This document waa predtnoed by AIA software at 10:45:16 Pr on f 1146!2019 under Order No.0736545398 xAlircr expires on 01AXLdd2o,and Is not for resale. Us"Hates: (1702115439) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE Irvine,California 92618 The Owner and Contractor agree as follows. ................. .. ................................................. ............................................................... ................. .. ................................................. ............................................................... AIA Document A102Ts—21117.Copyright 01920,1925.1951.1956.1951,1963,1967,1974,1978,1987,1997,2007 and 2017 by The American Institute of Irltt. Architects,All rights nsarved.WARNIM This AIAe 13onument Is protected by U.S.Copyright Law and International Treaties.Unauthodzad reproduction 2 or distribution of this AIA*Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum f extent possible under the law.This document was produced by AIA software at 10:4516 PT on 11!)612019 under Order No.0736545M which esphes on )110912020,and is not far resale. User Notes, [1702115439] DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 RELATIONSHIP OF THE PARTIES 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 5 CONTRACT SUM 5 CHANGES IN THE WORK 7 COSTS TO BE REIMBURSED 8 COSTS NOT TO BE REIMBURSED 9 DISCOUNTS,REBATES AND REFUNDS 10 SUBCONTRACTS AND OTHER AGREEMENTS 11 ACCOUNTING RECORDS 12 PAYMENTS 13 DISPUTE RESOLUTION 14 TERMINATION OR SUSPENSION 15 MISCELLANEOUS PROVISIONS 16 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement;as modified by the parries,General Conditions of the Contract,as modified by the parties,Drawings,Specifications,Addenda(if only)issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement,all of which form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations,or agreements,either written or oral.If anything in the other Contract Documents,other than a Modification,is inconsistent with this Agreement,this Agreement shall govern.An enumeration of the Contract Documents,other than a Modification,appears in Article 16. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents,except as indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 RELATIONSHIP OF THE PARTIES The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and the Construction Manager and exercise the Contractor's skill and judgment in furthering the interests of the Owner;to furnish efficient business administration and supervision;to furnish at all times an adequate supply of workers and materials;and to perforin the Work in an expeditious and economical manner consistent with the Owner's interests.The Owner agrees to furnish and approve,in a timely manner,information AIA Dooumunt A102T"—2017.Copyright d 1920,1925F 11351.9956,1961,1963,1997,1974,1979,1987,1997.2007 and 2017 by The American institute of Mit. Architects.All rights reserved.WARNING:This AIAm Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction 3 or distribution of this AIAe Document,or any portion of It,may result in severe civil and criminal penalties,and will he prosecuted to the maximum f extent possible under the law.This document was produced by AIA software at 10.45:16 PT on 11!06!2019 under Order No.0736545396 wNch expires on 01MI M0,and 1s not for resale. User Notes: [1702115435] Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.The Owner and Contractor shall endeavor to promote harmony and cooperation among the Owner,Architect,Contractor,Construction Manager and other persons or entities employed by the Owner for the Project. ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION §4.1 The date of commencement of the Work shall l be: (Check one of the following boxes.) [ ] The date of this Agreement. [ X ] A date set forth in a notice to proceed issued by the Owner,provided that Owner has obtained and provided Contractor with copies of all permits and approvals required to be obtained by the Owner,and which are necessary to allow the construction Work to proceed. [ ] Established as follows: (Insert a date or a means to determine the dale of commencement of the Work.) If a date of commencement of the Work is not selected,then the date of commencement shall be the date of this Agreement. §4.2 The Contract Time shall be measured from the date of commencement of the Work, §4.3 Substantlal Completion §4.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents,the Contractor shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete thenecessary information) ( X ] Not later than the final Substantial Completion Date for the separate SchoolsFirst Federal Credit Union RH2 Headquarters Project Contract between the parties as established therein. [ ] By the following date: NIA §4.3.2 NOT USED. (Table deleted) §4.3.3 If the Contractor fails to achieve Substantial Completion of the entire Work by the time set forth in Section 4.3.1,liquidated damages,if any,shall be assessed as set forth in Section 5.I.6. ARTICLE 5 CONTRACT SUM §5.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract.The Contract Stun is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. §5.1.1 The Contractor's Fee: (State a lump sum,percentage of Cost of the Work, or•other provision jar determining the Contractor's Fee.) The Contractor's Fee shall he computed at 2.125%of the Cost of the Work. §3.1.2 The method of adjustment of the Contractor's Fee for changes in the Work: Contractor's Fee for changes in the Work shaU be computed at 2.125%of the cost of the changes in the Work. §5.1.3 Limitations,if any,on a Subcontractor's overhead and profit for increases in the cast of its portion ofthe Work: A Subcontractor's overhead and profit for Changes in the Work shall not exceed 10%and 5%,respectively. AIA Document A10211—2017.Copyd9ht+a 1920,1925,1951,1958.1961, 1963,1967,1974,1978,1987,1997,2007 and 2817 by The Arnericat Institute of Init. Arahilects.All tights reserved.WARNING:This AWO Document is protected by U.S.Copyright Law and International Treatises.Unauthariaedreproduction 4 c distribution a1 this AIAe Docuinent,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum t exte n possible under the law.This document was produced by AIA software at 10:46:16 PT on 11r86r2819 under Order No.0736545398 which explres on 0110912020,and is not for resale. User Notes: (1782115439) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE §5.'1.4 Rental rates for Contractor-awned equipment shall not exceed one hundred percent(100%)of the standard rental rate paid at the place of the Project. §5.1.5 Unit prices,if any: (Idenrify the item and state the unit price and quantity limitations, if any, to which rhe unit price will be applicable.) Item Units and Limitations Price Per Unit($0,00) NIA NIA NIA §5.1.5 Liquidated damages,if any: (Insert ret ms and conditions for Liquidated damages. if any.) If Contractor fails without cause or excuse to complete the entire Work by the Substantial Completion date set forth in Section 4,3.1,subject to adjustments of the Contract Time as provided in the Contract Documents, Contractor acknowledges that Owner will suffer,as a result of Contractor's failure,damages which are both extremely difficult and impracticable to ascertain. Therefore,in the event Contractor shall fail to achieve Substantial Completion of the entire Work within the Contract Time(as such may be extended in accordance with the Contract Documents),Contractor agrees to pay Owner,As liquidated damages(and not as a penalty)and as a reasonable estimate of the amount of damages that Owner will suffer for such delay the following amounts: (a)the liquidated damages shall be deemed included in that amount set forth in the separate SchoolsFirst Federal Credit Union RH2 Headquarters Project Contract between the parties. The liquidated damages set forth herein shall be Owner's sale and exclusive remedy for all damages related to any failure by Contractor to complete the Work,or any portion thereof,within the Contract Time or by the Substantial Completion date. §5.1.7 Other: (Inseii provisions for bonies,cosi savings or other Incentives,if any; that might tlesult in a change to the Contract Sum) The Guaranteed Maximum Price shall include a Contingency in the amount of$[172,082]far the exclusive use of Contractor as necessary during the course of construction. The Contingency maybe used to cover costs including,but not limited to,those associated with items inferred or intended by the Contract Documents,miscellaneous coordination,unanticipated local market labor or material conditions,lass or damage to the Work not otherwise payable as a Cost of the Work and to the extent not paid for by insurance,Subcontractor defaults,scope omissions,etc. In no event shall the Contingency funds be required to be used to pay fur the following:(l)costs due to a change in the scope of the Work by Owner which are properly the subject of a Change Order or Construction Change Directive. Nothing in the Contract Documents shall constitute.a"line item"Guaranteed Maximum Price as to any individual line item,and Contractor shall be entitled to reallocate any unused amounts under a particular line item to any other line item. Contingency shall be applied to each additive Change Order and shall not be reduced for deductive Change Orders. Furthermore,Contractor shall prepare as part of the monthly billing a Contingency Allocation summary delineating how the Contingency was spent in the previous periods. Contractor allocation of Contingency is subject to the Owner's review and approval of the distribution,which will not be unreasonably withheld,delayed or conditioned. Buyout savings after Subcontractor scope review will revert to Contingency. Upon final completion of the Work,if the final Cost of the Work plus the Contractor's Fee is less than the Guaranteed Maximum Price as finally adjusted,then the resulting difference shall be defined as the"Savings"on the Project. Forty percent(400%)of such Savings shall accrue to Contractor and shall be paid to Contractor at the time of final payment. The remainder of any such Savings shall be retained by the Owner. §5.2 Guaranteed Maximum Price $5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed [Three Million Eight Hundred Ten Thousand Nine Hundred and Four Dollars]- ($ [3,810,904]- ),subject to additions and deductions by Change Order as provided in the Contract Documents.This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price.Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. AIA document A1021—2017.Copyright 01924.1825,1951,1958,1967,1953,1987,1974,1978,1987,1997,2oD7 and 2017 by The American Institute of Inst. Achllects All rights reserved.WARNING'This AlAO Document is protected by U.S.Copyright Law and International Treaties,unauthorized reproduction r, or distribution of this AIA"document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum ! extent possible under this law.This document was produced by AIA software at 10:45,16 PT on 11117612019 under Order No.0736545398 which expires an 01012020,and Is not for resale. User Notes: (1742115439) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE §6.2.2 Alternates §5.2.2.1 Alternates,if any,included in the Guaranteed Maximum Price: Item Price f [NIA] [N/A] $5.2.2.2 Subject to the conditions noted below,the following alternates may be accepted by the Owner following execution of this Agreement.Upon acceptance,the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alter nate.) Item Price Conditions for Acceptance I [NIA] [NIA] [NIA] §5.2.3 Allowances,if any,included in the Guaranteed Maximum Price: (Identify each allowance.) Item Price (NIA] [NIA] §5.2A Assumptions,if any,upon which the Guaranteed Maximum Price is based: (Identjy each assumption) See Exhibit"H"--Contractors Qualifications&Exclusions §5.2.5 To the extent that the Contract Documents are anticipated to require further development,the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom.Such further development does not include changes in scope,systems,kinds and quality of materials,finishes or equipment,all of which,if required,shall be incorporated by Change Order. (Paragraph deleted) ARTICLE 6 CHANGES IN THE WORK §6.1 Adjustments to the Guaranteed.Maximum Price on account of changes in the Work may be determined by any of the methods Iisted in Article 7 of AIA Document A20ITt't--2017,General Conditions of the Contract for Construction. §6.2 Adjustments to subcontracts awarded on the basis of stipulated sum shall be determined in accordance with Article 7 of A201-2017,as they refer to"cost"and"fee,"and not by Articles 5,7 and$of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terns of those subcontracts_ §6.3 In calculating adjustments to the Guaranteed Maximum Price,the terms"cost"and"costs"as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee"shall mean the Contractor's Fee as defined in Section 5.1.1 of this Agreement. §6A[NOT USED] ARTICLE 7 COSTS TO BE REIMBURSED §7.1 Cost of the Work §7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work,The Cost of the Work shall include only the items set forth in this Article 7. §7.1.2 Where,pursuant to the Contract Documents,any cost is subject to the Owner's prior approval,the Contractor shall obtain such approval in writing prior to incurring the cost. §7.1.3 Costs shall be at rates not higher than the standard paid at the place of the Project,except with prior approval of the owner. AIA Document A102"m—2017.CopyrightO 1924,5925.1951,1959,1961,1963,1967,1974,1976,1987,1997,2407 and 2017 by7heAmerican Institute or Intt. Architects.All rights reserved.WARNING;This A101 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction 6 or distribution of this AIA"Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum t extent passible under the law.This document was produced by AIA software at 10:45:16 FT on 11!0612019 under Order No.0736545398 which expires on 0110812020,and Is not for resale. User Notes: (1702115439) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE §7.2 Labor Costs §7.2.1 Subject to the terms of Exhibit"D"—Stipulated Labor Rate Schedule,wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops. §7,2.2 Subject to the tetras of Exhibit"D"—Stipulated Labor Rate Schedule,wages or salaries of tate Contractor's supervisory and administrative personnel when stationed at the site and performing Work. §7.2,2.1 Subject to the berms of Exhibit"D"—Stipulated Labor Rate Schedule,wages or salaries of the Contractor's supervisory and administrative personnel when performing Work and stationed at a location other than the site,but only for that portion of time required for the (Paragraphs deleted) Work. §7.2.3 Subject to the terms of Exhibit"D"—Stipulated Labor Rate Schedule,wages or salaries of the Contractor's supervisory or administrative personnel engaged at factories,workshops or while traveling,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required far the Work. §7.2.4 Subject to the terms of Exhibit"D"—Stipulated Labor Rate Schedule,and as included in the rates therein,costs paid or incurred by the Contractor-,as required by law or collective bargaining agreements,for taxes,insurance, contributions,assessments,and benefits and,for personnel not covered by collective bargaining agreements, customary benefits such as sick leave,medical and health benefits,holidays,vacations and pensions,provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. §7.2.5 If agreed rates for labor costs,in lieu of actual costs,are provided in this Agreement,the rates shall be subject to the annual increases shown in Exhibit"D"—Stipulated Labor Rate Schedule. §7.3 Subcontract Costs Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. §7.4 Costs of Materials and Equipment Incorporated in the Completed Construction §7.4.1 Costs,including transportation and storage at the site,of materials and equipment incorporated,or to be incorporated,in the completed construction. §7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage.Unused excess materials,if any,shall become the Owner's property at the completion of the Work or,at the Owner's option,shall be sold by the Contractor.Any amounts realized from such sales net of Contractor's costs of sale,shall be credited to the Owner as a deduction from the Cost of the Work. §7.5 Costs of Other Materials and Equipment,Temporary Facilities and Related Items §7.5.1 Costs of transportation,storage,installation,dismantling,maintenance,and removal of materials,supplies, temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work.Costs of materials,supplies, temporary facilities,machinery,equipment,and tools,that are not fully consumed,shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.Costs for items not fully consumed by the Contractor shall mean fair market value. §7.5.2 Rental charges for temporary facilities,machinery,equipment,and hand tools not customarily owned by construction workers that are provided by the Contractor at the site,and the costs of transportation,installation, dismantling,minor repairs,and removal of such temporary facilities,machinery,equipment,and hand tools.Rates and quantities of equipment owned by the Contractor,or a related parry as defined in Section 7.8,shall be subject to the Owner's prior approval. §7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. ALA Document A1021m—2017.Copyright®1920,1925,1851,1958.1901,1983,1997,1974,1978,19$7,1997,2007 and 2017 by The American Institute of Init. Architects.All rights roe arved.WARRING:This AIAa Document is prote cIed by U,$.Copyright Law and InlernationA Treaties.Unauthorized reproduction 7 or distribution of this AIM Document,or any portion of it,may res uit in severe civil and criminal penalties,and wr11 be prosecuted to the maximum 1 extent possible under the law.This document was produced by A1A solhYare at 10:45:16 PT on 11/06/2019 under order No.0736545398 which expires on 0110913020,and Is not for resale. User Notes: (1702115439) bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §7.5.4 Costs of the Contractor's site office,including general office equipment and supplies. §7.3.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location,subject to the Owner's prior approval,which approval will not be unreasonably withheld,delayed or conditioned. 7.6 Miscellaneous Costs §7.6.1 Contractor's costs for the liability insurance required by this Agreement shall be calculated and paid at a fixed rate of.91%of the Cost of the Work,including on all Changes on the Work. In addition,Contractor's subcontractor default insurance costs shall be calculated and reimbursed at the fixed rate of 1.4011/o of the cost of the enrolled subcontracted work. With respect to subcontracted work not enrolled in the Contractor's subcontractor default insurance program,the actual premiums for such Subcontractors payment and performance bonds shall be a Cost of the Work.In addition,the Contractor provided builder's risk insurance will be a Cost of the Work,as will the cost of any City required bonds. §7.5.1.1 Costs for self-insurance,for either full or partial amounts of the;coverages required by the:Contract Documents,with the Owner's prior approval,which approval will not be unreasonably withheld,delayed or conditioned. f §7.6.1,2 Costs for insurance through a captive insurer owned or controlled by the Contractor,with the Owner's prior approval,which approval will not be unreasonably withheld,delayed or conditioned. §7.6.2 Sales,use,or similar taxes,imposed by a governmental authority,that are related to the Work and for which the Contractor is liable. §7.6.3 Fees and assessments for the building permit,and for other permits,licenses,and inspections,for which the Contractor is required by the Contract Documents to pay. §7.6.4 Fees of laboratories for tests required by the Contract Documents;except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of ATA Document A20I-2417 or by other provisions of the Contract Documents,and which do not fail within the scope of Section 7.7.3. §7.5.5 Royalties and license fees paid for the use of a particular design,process,or product,required by the Contract Documents. §7.6,5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents,payments made in accordance with legal judgments against the Contractor resulting from such suits or claims,and payments of settlements made with the Owner's consent,unless the Contractor had actual knowledge that the required design,process or product was an infringement of a copyright or a patent,and the Contractor failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017.The costs of legal defenses,judgments,and settlements shall not be included in the Cost of the Work used to calculate the Contractor's Fee or subject to the Guaranteed Maximum Price. §7.8.6 Costs for BIM coordination,communications services,electronic equipment,and software,related to the Work with the Owner's prior approval,which approval will not be unreasonably withheld,delayed or conditioned. In addition,data processing costs,which are defined as Contractor's costs to support its work related computer systems shall be a Cost of the Work,and billed at a fixed agreed rate of S 165 per man month. §7.6.7 Costs of document reproductions,postage and delivery charges. §7.6.8 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in the Contract Documents. §7.6.9 Legal,mediation and arbitration costs,including attomeys'fees,other than those arising from disputes between the Owner and Contractor,reasonably incurred by the Contractor after the execution of this Agreement in the performance of the Work and with the Owner's prior approval,which shall not be unreasonably withheld,delayed or conditioned. AIA document A1027m—2017.Copyright®1920,1925,1851,1958,1961.1963.1967,1974,1978,1987,1997,2007 and 2017 by The American Instilula of Init. Architects.All rights reserved.WARNING:This AIAe document is pro lac lad by U.S.Copyright Law and Intemalional Treaties.Unauthorized reproduction S or distribution of this AIAe document,or any portion of ll,may result in sevens civil and criminal penalties,and will be prosecuted to the maxlmum 1 extent possible under the law.This document was produced by AFA software at 10:45:16 PT on 11!0612019 under order No.0736545398 which expires on 01109M20,and fs not for resale. User Notes: (1702115439) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §7.6.10 Expenses incurred in accordance with the Contractor's standard written personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work,with the Owner's prior approval, which approval will not be unreasonably withheld,delayed or conditioned. §7.6.11 That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work and which are in compliance with Owner's Travel Policy attached as Exhibit°B" §7,7 Other Costs and Emergencies §7.7.1 Other costs incurred in the performance of the Work,with the Owner's prior approval. §7.7.2 Costs incurred in taking action to prevent threatened damage,injury,or loss,in case of an emergency affecting the safety of persons and property,as provided in Article 10 of AIA Document A201-2017. §7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor,Subcontractors, or suppliers,to the extent that such damaged or nonconforming Work was not caused by the negligence of,or failure to fulfill a specific responsibility by,the Contractor,and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance,sureties,Subcontractors,suppliers,or others. §7.8 Related Party Transactions §7.8.1 For purposes of this Section 7.8,the term"related party"shall mean(1)a parent,subsidiary,affiliate,or other entity having common ownership of,or sharing common management with,the Contractor;(2)any entity in which any stockholder in,or management employee of,the Contractor holds an equity interest in excess of ten percent in the aggregate;(3)any entity which has the right to control the business or affairs of the Contractor;or(4)any person,or any member of the immediate family of any person,who has the right to control the business or affairs of the Contractor. The term"related entity"for purposes of this Section 7.8.1 shall not include Elite Equipment Rentals OF Driver Consulting Group. §7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party,the Contractor shall notify the Owner of the specific nature of the contemplated transaction,including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred.If the Owner,after such notification,authorizes the proposed transaction in writing,then the cost incurred shall be included as a cost to be reimbursed,and the Contractor shall procure the Work,equipment,goods,or service,from the related party,as a Subcontractor,according to the terms of Article 14.If the Owner fails to authorize the transaction in writing,the Contractor shall procure the Work,equipment,goods,or service from some person or entity other than a related party according to the terms of Article IQ. ARTICLE 8 COSTS NOT TO BE REIMBURSED §8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office,except as specifically provided in Section 7.2,or as may be provided in Article 15; 2 Bonuses,profit sharing,incentive compensation,and any other discretionary payments,paid to anyone hired by the Contractor or paid to any Subcontractor or vendor,unless the Owner has provided written approval; .3 Expenses of the Contractor's principal office and offices other than the site office; .4 Overhead and general expenses,except as may be expressly included in Article 7; .5 The Contractor's capital expenses,including interest on the Contractor's capital employed for the Work-, .6 Except as provided in Section 7.7.3 of this Agreement,costs to the extent due to the negligence of,or failure to fulfill a specific responsibility of the Contract by,the Contractor,Subcontractors,and suppliers,or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not described in Article 7;and .8 Costs,other than costs included in Change Orders and Construction Change Directives approved by the Owner,that would cause the Guaranteed Maximum Price to be exceeded, AIA Document A102TM—2017.CopyrightO 1920,1925,1951,1958,1961,19&3,1987,1974,19'78,1987,1997,2007 and 2017 by The American Institute of Inst• Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyrlght Law and international Treaties,Unauthorized reproduction or distribution of this AlA®Document,or any portion of H.may result In severe civil and criminal penalties,and will be prosecuted 10 the maximum 1 extent passible under the law.Phis document was produced by AIA software at 10:45:16 PT on 11!8612019 under Carder No.0736545398 which expires on 0110@11020,and Is not for resale. User Notes: (1702115439) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE ARTICLE 9 DISCOUNTS,REBATES AND REFUNDS §9.1 Cash discounts obtained on payments made by the Contractor shalt accrue to the Owner if(i)before making the payment,the Contractor included the amount to be paid, less such discount,in an Application for Payment and received payment from the Owner,or(2)the Owner has deposited funds with the Contractor with which to make payments;otherwise,cash discounts shall accrue to the Contractor.Trade discounts,rebates,refunds,and amounts received from sales of surplus materials and equipment,net of the costs of such sates,shall accrue to the Owner,and the Contractor shall make provisions so that they can be obtained. §9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS §10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or other appropriate agreements with the Contractor.The Owner may designate specific persons from whom,or entities from which,the Contractor shall obtain bids.The Contractor shall obtain bids from Subcontractors,and from suppliers of materials or equipment fabricated especially for the Work,who are qualified to perform thatportion of the Work in accordance with the requirements of the Contract Documents.The Contractor shall deliver such bids to the Construction Manager and Owner with an indication as to which bids the Contractor intends to accept.The Owner then has the right to review the Contractor's Iist of proposed subcontractors and suppliers in consultation with the Construction Manager and,subject to Section 10.1.1,to object to any subcontractor or supplier-Any advice of the Construction Manager,or approval or objection by the Owner,shall not relieve the Contractor of its responsibility to perform the Work in accordance with the Contract Documents,The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. §10.1.1 When a specific subcontractor or supplier(1)is recommended to the Owner by the Contractor;(2)is qualified to perform that portion of the Worst;and(3)has submitted a bid that materially conforms to the requirements of the Contract Documents,but the Owner requires that another bid be accepted,then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. §'10.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval.If a subcontract is awarded on the basis of cost plus a fee,the Contractor shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11. ARTICLE 11 ACCOUNTING RECORDS The Contractor shalt keep full and detailed records and accounts related to the Cost of the Work,and exercise such controls,as may be necessary for proper f riancial management under this Contract and to substantiate all costs incurred.The accounting and control systems shall be reasonably satisfactory to the Owner and shall be kept in accordance with generally accepted accounting principles consistently applied-The Owner and the Owner's auditors shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Contractor's records and accounts,including complete documentation supporting accounting entries, books,job cast reports,correspondence,instructions,drawings,receipts,subcontracts,Subcontractor's proposals, Subcontractor's invoices,purchase orders,vouchers,memoranda,and other data relating to this Contract.The Contractor shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law.As Contractor's labor costs set forth in Section 7.2,and the insurance costs set forth in Section 7.6.1 are based on stipulated rates,the scope of Owner's audit rights with respect to such costs are limited as required to confirm that the correct stipulated rate was applied to the correct Cost of the Work or portion thereof ARTICLE 12 PAYMENTS §92.1 Progress Payments §12.1.1 Based upon Applications for Payment submitted to the Construction Manager by the Contractor,and Certificates for Payment issued by the Construction Manager,the Owner shall make progress payments on account of the Contract Sum,to the Contractor,as provided below and elsewhere in the Contract Documents. AIA 04xummt Al 02^'—2017.Copyright 01926,1925,1951,1958,1961,1953,1967,1874,1878,1987,1997.2007 and 2017 by The American Institute or Inst. ArchRouts.All rlghtsreserved.WARN IN G.Th!s AIAm Document is protected by U,S.CopyrightLaw and IntemationaI TreaIies.Unauthorized reproduction 10 ordistribulion of this AIAQ Document,or any portion of it,may resuit in severe civil and criminal penalties,and will be prosecuted to the maximum 1 extent posslble under the law.This document was produced by AIA software at 10:45,16 PT on 11/0612019 under order No.0736545393 which expires on 01109ff020,and is not for resale. user Notes., (1702115439) bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. §12.1.3 Provided that an Application for Payment is received by the Construction Manager not later than the last day of a month,the Owner shall make payment of the amount certified to the Contractor not later than the last day of the following month.If an Application for Payment is received by the Construction Manager after the application date fixed above,payment of the amount certified shall be made by the Owner not later than thirty(30)days after the Construction Manager receives the Application for Payment. (Federal,slate or local laws may require payment wilhin a cerialrr period of ame) §12.1.4 With each Application for Payment,the Contractor shall submit payrolls,petty cash accounts,receipted invoices or invoices with check vouchers attached,and any other evidence required by the Owner,Construction Manager or Architect to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment,less that portion of the progress payments attributable to the Contractor's Fee. §12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents.The schedule of values shall allocate the entire Guaranteed Maximum Price among:(1)the various portions of the Work;(2)any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order;and(3)the Contractor's Fee. §12.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect or Construction Manager may reasonably require.The schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. §12.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 12.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. f §12.1.5.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values,the Contractor shall submit supporting documentation to the Construction Manager. §12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.The percentage of completion shall be the lesser of(1)the percentage of that portion of the Work which has actually been completed;or(2)the percentage obtained by dividing (a)the expense that has actually been incurred by the Contractor on account of that portion of the Work and for which the Contractor has made payment or intends to make payment prior to the next Application for Payment,by(b)the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. §12.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: §12.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the:share of the,Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner,suitably stored off the site at a location agreed upon in writing; 3 That portion of Construction Change Directives that the Construction Manager determines,in the Construction Manager's good faith professional judgment,to be reasonably justified;and .4 The Contractor's Fee computed upon the Cost of the Work described in the preceding Sections 12.1.7-1.1 and 12.1.7.1.2 at the rate stated in Section 5.1.1. §12.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; AIA Document A102TM—2017.Copyright 01920,1925,1951,1958.1981,1963.1967,1974.197&,1987,5997,2007 and 2017 by The American Institute of inIt. Archiiects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or ar.y portion of it,may result in severe civil and criminal penalties,and will he prosecuted to the maximum 1 extent possible under the law.This document was produced by AIA software at 10.45:16 PT on 11106r2a19 under Order No.0736545398 which expires on 0110912020,and is not for resale. User Notes: (t7M115439) DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE .2 The amount,if any,for Work that remains uncorrected and for which the Construction Manager has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application,any amount for which the Architect may withhold payment,or nullify a Certi ficate of Payment in whole or in part,as provided in Article 9 of AIA Document A201-2017; .5 The shortfall,if any,indicated by the Contractor in the documentation required by Section 12.1 A to substantiate prior Applications for Payment,or resulting from errors subsequently discovered by the Owner's auditors in such documentation;and .6 Retainage withheld pursuant to Section 12.1.8. §12.1.8 Retainage §12.1:6.1 For each progress payment made prior to Substantial Completion of the Work,the Owner may withhold the following amount,as retainage,from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage f+•om each Applicationfor Paymernt. The amount of retainage may be limited by governing law.) Ten(10%)percent §12.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage,such as general conditions,insurance,etc) Contractor's Costs of the Work for general conditions,general requirements,bonds and insurance. §12.1.8.2 Reduction or limitation of retainage,if any,shall be as follows: (Ifthe retainage established in Section 12.1.8.1 is to be modified prior to Substantial Completion of the entire Work insert prlovislons far such mod#7cation) Once Contractor has completed fifty percent(50%)of the Work,no further retention shall be withheld in connection with any additional Applications for Payment made once the overall retainage being held by Owner is five percent (5%)of the Guaranteed Maximum Price. Owner may reinstate ten percent(10%)retention only due to Contractor's or its Subcontractors'uncured material failure to perform the Work in accordance with the Contract Documents,or should the cost to complete the outstanding Work exceed the unpaid portion of the Guaranteed Maximum Price. §12.1.8.3 Except as set forth in this Section 12.1.8.3,upon Substantial Completion of the Work,the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 12,1.8.The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage,such as upon completion of the Owner's audit and reconciliation, upon Substantial Completion) NIA §12.1.9 If final completion of the Work is materially delayed through no fault of the Contractor,the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201--2017. §12.1.14 Except with the Owner's prior written approval,the Contractor shall not wake advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. §12.1.11 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors(not to exceed ten percent(101/6)),and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements.With respect to select early trade Subcontractors,Contractor and Owner agree that with Owner's written approval,which approval will not be unreasonably withheld,delayed or conditioned,the Owner shall release such Subcontractors'final retention payments within sixty(60)days of the completion and acceptance of each such Subcontractors'work,and Owner's receipt of each such Subcontractors'required close-out documentation. AIA Document A1621—2017.copyright O 4920,1925,1951.1958,1961,1983,1967.1974,1978,1987.1997,21307 and 2917 by The Amarican Institute of Init. Arch€tacts.All rights reserved,WARNING:This AIAe Document is protected by Ms.Copyright Law and Intamallonal Treaties.Unauthorized reproduction 12 or distribution of this AIA*Document,or any portion of it.may result In severe civil and criminal penall€es,and will he prosecuted to the maximum t extent posslbte under the law.This document was produced by AIA software at 14:45:16 PT on 11106MI9 under Order hio.0736545n8 which expires on 0110912020,and Is not for resale. Maar Notes: (1702115439) DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE §12.1.12 In taking action on the Contractor's Applications for Payment the Construction Manager shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor,and such action shall not be deemed to be a representation that(1)the Construction Manager has made a detailed examination,audit,or arithmetic verification,of the documentation submitted in accordance with Section 12.€.4 or other supporting data;(2)that the Construction Manager has made exhaustive or continuous on-site inspections;or(3)that the Construction Manager has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract.Such examinations,audits,and verifications,if required by the Owner,will be performed by the Owner's auditors acting in the sole interest of the Owner. §12.2 Final Payment §12.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract,except for the Contractor's responsibility to correct Work as provided in Article I2 of AIA Document A201-2017,and to satisfy other requirements,if any, which extend beyond final payment, .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment;and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 12.2.2. §12.2.2 Within 30 days of the Owner's receipt of the Contractor's fins I accounting for the Cost of the Work,the Owner shall conduct an audit of the Cost of the Work or notify the Construction Manager that it will not conduct an audit. §12.2.2.1 If the Owner conducts an audit of the Cost of the Work,the Owner shall,within 30 days after completion of the audit,submit a written report based upon the auditors'findings to the Construction Manager.Any such audit by Owner shall be completed within thirty(30)days of Owner's notice of intent to conduct an audit. §12.2.2.2 Within seven days atter receipt of the written report described in Section 12.2.2.1,or receipt of notice that the Owner will not conduct an audit,and provided that the other conditions of Section 12.2.1 have been met,the Construction Manager will either issue to the Owner a final Certificate for Payment with a copy to the Contractor,or notify the Contractor and Owner in writing of the Construction Manager's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017.The time periods stated in this Section 12.2.2 supersede those stater!in Article 4 of AIA Document A201-2017.The Construction Manager is not responsible for verifying the accuracy of the Contractor's final accounting. §12.2.2.3 If the Owner's auditors'report concludes that the Cost of the Work,as substantiated by the Contractor's final accounting,is less than claimed by the Contractor,the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201-2017.A request for mediation shall be made by the Contractor within 60 days after the Contractor's receipt of a copy of the Construction Manager's final Certificate for Payment.Failure to request mediation within this 60-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor.Pending a final resolution of the disputed amount,the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment. §12.2.3 The Owner's final payment to the Contractor shall he made no later than 30 days after the issuance of the Architect's final Certificate for Payment. §12.2.4 If,subsequent to final payment,and at the Owner's request,the Contractor incurs costs,described in Article 7 and not excluded by Article 8,to correct defective or nonconforming Work,the Owner shall reimburse the Contractor for such costs,and the Contractor's Fee applicable thereto,on the same basis as if such costs had been incurred prior to final payment,but not in excess of the Guaranteed Maximum Price.if adjustments to the Contract Sum are provided for in Section 5.1.7,the amount of those adjustments shall be recalculated,taking into account any reimbursements made pursuant to this Section 12,2,4 in determining the net amount to be paid by the:Owner to the Contractor. §12.3 Interest AIA Document A102T°—2017.Copyright®192A.T825,185i,!959,1951,1953.19fiT,1974.T978,1987,1997,2007 and 2017 by The Amwican Institute ai Inst. Architects,All rights re8atved.WARNING.This AIAe Document Is protected by tr,S.Copyright Law and InlernationalTreaties.Unauthorized reproduction 13 or distribution ofthis AIAa Document,or any portion of It,may result in severe civil and criminal pena[lies.and will be prosecuted W the maximum extent possible under the law.This document was produced by ATA software at 10:45:16 PT on I1MJ2019 under order No.0736545398 which expires on 01I09r2020.and is not for resale. dear Hates: (1702115439] DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon,if any.) Bank of America Prime Rate plus Three Percent % Bank of America Prime Rate plus Three Percent ARTICLE 13 DISPUTE RESOLUTION §13.1 Initial Decision Maker The Construction Manager will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017, unless the parties appoint below another individual,not a party to the Agreement,to serve as Initial Decision Maker. (Paragraphs deleted) §13.2 Binding Dispute Resolution For any Claim subject to,but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017,the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [X ] Arbitration pursuant to Section 15 of AIA Document A201-2017 [ ] Litigation in a court of competent jurisdiction ( ] Other(Spec) (Paragraphs deleted) ARTICLE 14 TERMINATION OR SUSPENSION §14.1 Termination §14.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A2❑1-2017. §14.1.2 Terminatlon by the Owner for Cause §14.1.2.1 if the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201--2017,the amount,if any,to be paid to the Contractor under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded,nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee,computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.1;and .3 Subtract the aggregate of previous payments made by the Owner. §14.1.2.2 To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Contractor shall,as a condition ofreceiving the payments referred to in this Article 14,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contrachlal rights of the Contractor,as the Owner may reasonably require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. §114.1.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of or method jar determining the fee, if airy,payable to the Cmarractor following a tei7nination for the Owner's convenfence) None §94.2 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017;in such case,the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017,except that the term"profit"shall be understood to mean the Contractor's Fee as described in Article 5 and Section 6.4 of this Agreement. AIA Document A1021—2017.CoWghl*1920.1925,1951,1958,1961,1963,1967,1974,1978,1987,1997,2007 and 2017 try The American Inslltute of Init. ArchRocts.All rightsmsenred.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction 74 or distribution of this AIA®❑ocurnent,ar any portion of it,may result in severe clvlt and crlmInal pen allies,and will be prosecuted to the maximum t ex.ant posslbI*undar the law.This document was produced by AIA software at 10:45:16 PT on 1I10WO19 under Order No.0736545398 which expires on 01/0912020,and Is not for resale. User Notes: (1702115439) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE ARTICLE 15 MISCELLANEOUS PROVISIONS §15.1 Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document,the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. §15.2 The Owner's representative: (Name, address,email address and other information) Christina Quintero,Vice President—Facilities Services SchoolsFirst Federal Credit Union 2115 N.Broadway Santa Ana,CA 92706 §15.3 The Contractor's representative: (Name,address, email address azzd other information) Karl Kreutziger,President CW.Driver,LLC 2 Technology Dr. Suite 100 Irvine,CA 92618 §15A Neither the Owner's nor the Contractor's representative shall be changed without ten days'prior notice to the other parry. §15.5 Insurance and Bonds §15,5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A102T�&-2017,Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price,Exhibit A,insurance and Bonds,and elsewhere in the Contract Documents. f §15.5.2 The Contractor shall provide bonds(if any)as set forth in AIA Document At 02' 2017 Exhibit A,and elsewhere in the Contract Documents. §15.6 (Paragraphs deleted) [NOT USED] §15.7 Other provisions: A CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS'STATE LICENSE BOARD WHICH HAS JURISDICTION TO 1NVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR(4)YEARS OF THE DATE OF THE ALLEGED VIOLATION.A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN TEN (10)YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR,CONTRACTORS'STATE LICENSE BOARD, P.O.BOX 26000,SACRAMENTO,CALIFORNIA 95826. ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS §16.1 This Agreement is comprised of the following documents: .1 AIA Document A1021K 2017,Standard Foran of Agreement Between Owner and Contractor,as modified by the parties. .2 AIA Document A 102Trt-2017,Exhibit A,Insurance and Bonds,as modified by the parties. .3 AIA Document A201 Tx--2017,General Conditions of the Contract for (Paragraphs deleted) AIA document A1021-2017.Copyright 01920,1925,1951,1958,1961,1963,1957,1974,1978,1987.1997,2007 and 2017 by The Amatican Institute of hitt• Arch left.All rights reserved.VIA RNWG:This AIA*Document is protected by U,S.Copyright Law and International Treaties.Un authorizedrep roduetion 16 or distribution of this AIAr+Document,or any pattion of it,may result in severe Civil and Criminal penalties,and wiIFbe prosecuted to the maximum l extent possible under the law.This document was produced by AIA software at 10:45:18 PT on 1 1/0 8128 1 9 under Ordar 11n.0738545398 which expires on 01199r2020,and is not for resale. User Hates: (1702115439) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE f Construction,as modified by the parties_ .5 Drawings Number Title date [See Attached Exhibit 1] .6 Specifications Section Title Date Pages [See Attached Exhibit 1] .7 Addenda,if any: Number Date Pages [See Attached Exhibit I] Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 16. I Other Exhlhi ts: (Paragraphs deleted) Exhibit J--Contractor acknowledges the obligations contained in this exhibit,and that this exhibit and the listed documents continued within it,shall be expressly incorporated into this Agreement. (Table deleted) 9 Other documents,if any,listed below- [NIA] This Agreement entered' as of the day and year first written above. dWNER(Signature) CO TRA MR a reJ Christina Quintero ICarI> u Vice President—Facilities Services Pres ent (Printed game and title) (Printed name and title) AIA Document A7021—2017.CoWght®1920,1925,1951,1958,1961,1953,1967,1974,1978,M7.107.2007 and 2017 by The American Institute of Init. Architects.All rights reserved.WARNING:ThiSAIA®Document is protected by U.S.Copyright taw and Internatianal Treaties.Unauthorized reproduction 16 or distribution of this AIA®Documont,erany portion of it,may result In severe civil and criminal penalties,and wilf be prosecuted to the maximum 1 extent possIbIa un dor the law.This document was produced by AIA software at 10A5:16 PT on 11/0/2019 under Order No.0736545399 which expires on 0710912029,and Is not for resale. User Notes: (9742115439) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNION OFFSITE STREET IMPROVEMENT WORK AIA-A201 1N L .114 C.W. Driver SCHOOMFIRST _ (j�GGI�G'I��LJ DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE et? -: Document A201 -- 2017 Genera! Conditions of the Contract for Construction for the following PROJECT: New SchoolsFirst Headquarters Offsite 15332 Newport Avenue,Tustin,CA 92784 The author AND document has 15336 Newport Avelrue,Tustin,CA 92780 The author of This document has added information needed for its 15432 Newport Avenue,Tustin,CA 92780 completion.The author may also THE OWNER: have revised the text of the original AIA standard term.An Addidons era! Deletions Report that notes added SchoolsFirst Federal Credit Union information as watt as revisions to the 1240 Edinger Ave.Tustin CA.92780 standard form text Is available from the author and should be reviewed.A THE ARCHITECT: vertical line in the left margin of this document indicates where the author Walden&Associates has added necessary Information 2.552 White Road and where the author has added to or Suite B deleted frnrn the original ATA text. Irvine,CA 92614 This document has important legal consequences.Consultation with an & attorney is encouraged with respect to Its completion or modification. SmithGroup]]R 550 South Hope 5t,Suite 1950 For guidance in modifying this Los Angeles,CA 90071 document to include supplementary conditions,see AIA Document THE CONSTRUCTION MANAGER: A5031m,Guide for Supplementary Conditions. Griffin Structures,Incorporated 2 Technology Drive Suite 150 Irvine,California 92618 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR +4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME AIA Document A2011—2017.Copyright®1911.1815,1918,1925,1937.1951,1958,1961,1963,1986,1970.1978,1987.1&97,2407 and 2417 by The Init. American Institute ofArchitecls.All rights nsamod.WARNING.,This AIAe Document is protected by U.S.Copyright Law and International Treaties. .1 Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be ! prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 10:16:44 PT on 11/06=9 under Order No.0738545398 which expires on 01!0912420,and Is oat for resale. User Notes: (1264931157) DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS i4 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A201 TO—2617.CopyNht 01911.1915,1918.1925,1937,1951,1958,Mi.1963,1966,1970.1978,1981,1897,2007 and 2017 by The Init. American Insfitute of Architects.All rights reserved.WARNING:This AlAB nocumenl Is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AIA°Document,or arty portion of it,may result In severe civil and criminal penalties,and will be 1 prosecuted to the maximum extent possible under the law.This documentwas produced by AIA software at 14:16:44 Pion 1110612019 underprder No.0736545398 which expires on 011=020.and Is not for resale. User Notes, (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE INDEX Architect's.Authority to Reject Work (Topics and numbers in bold are Section headings.) 3.5,4.2.6, 12.1.2, 12.2.1 Architect's Copyright L1.7, 1.5 Acceptance orNonconforming Work Architect's Decisions 9.6.6,9.9.3,12.3 3.7.4,4.2-6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, Acceptance of Work 7.3.4,7.3.9,8-1.3,8.3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, I2.3 13.4.2,15.2 Access to Work Architect's Inspections 3.16,6.2.1,12-1 3.7.4,4.2.2,4.2.9,9-4.2,9.8.3,9.9.2,9.10.1,13.4 Accident Prevention Architect's Instructions 10 3.2.4,3.3.1,4.2-6,4.2-7, 13A.2 Acts and Omissions Architect's Interpretations 3.2,3.3.2,3.12.8,3.18,4.2.3,8-3.1,9.5.1. 10.2.5, 4.2.11,4.2.12 10.2.8, 13.3.2, 14.1, I5.1.2,15.2 Architect's Project Representative Addenda 4.2.10 1.1.1 Architect's Relationship with Contractor Additional Costs,Claims for 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3,4.2, 3.7A,3.7.5, 10.3.2, 15.1.5 3.5,3.7.4,3.7.5,3.9.2,3.9-3,3.14,3.11,3.12,3.16, Additional Inspections and Testing 3.18,4.1.2,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, 9.4.2,9.8.3, 12.2.1,13.4 93,9.8,9,9,10.2.6, 10.3, 11.3, 12, 13.3.2,13.4, 15.2 Additional Time,Claims for Architect's Relationship with Subcontractors 3.2A,3.7.4,3.7.5,3.10.2,83.2,15.1.6 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.3 Administration of the Contract Architect's Representations 3.1.3,41,9.4,9.5 9.4.2,9.5.1,9.10.1 Advertisement or Invitation to Bid Architect's Site Visits 1.1.1 3.7,4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1,13A Aesthetic Effect Asbestos 4,2.13 10.3.1 Allowances Attorneys'Fees 3.8 3.18.1,9.6.8,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.5.4,9.6.3,9.7,9-10 6.1.1,6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.3.1,2.5,3.13,3.14.2,3.12.8,3.12.9, Portions of the Work 3.12.10.1,4.23,9.3.2, 13.4.1 5.2 Arbitration Basic Definitions 8.3.1, 15.12,15A 1.1 ARCHITECT Binding Requirements 4 1.1.1 Architect,Definition of Binding Dispute Resolution 4.1.1 8.3.1,9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, Architect,Extent of Authority 15.2.6.1,15-3.1, 15.3.2, 15.3.3, 15.4.1 2.5,3.12.7,4.1.2,42,5-2,6-3,7.1.2,7.3.4,7.4,9.2, Bonds,Lien 9.3-1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 7.3.4.4,9.6.8,9.10.2,9,10.3 13.4.1,13.4.2,I4.2.2, 14.2A, 15.1.4, 15.2.1 Bonds,Performance,and Payment Architect,Limitations of Authority and Responsibility 7.3.4.4,9.6.7,9-10-3,11.1.2, 11.1.3,11.5 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,41.2,4.2.3, Building Information Models Use and Reliance 4.2.6,4.2-7,4.2.1x,4.2.12,4.2.13,5.2.1,7-4,9.4.2, 1.8 9.5.4,9.6A, 15.1.4, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Capitalization Architect's Administration of the Contract 1.3 3.1.3,3.7.4, 15.2,9.4.1,9.5 Certificate of Substantial Completion Architect's Approvals 9.8.3,9.8.4,9.8.5 2.5,3.1.3,3.5,3.10.2,4.2.7 AIA Document A201 TM—2017.Copyright®1911,3915,1918,1925.1937.1951,1958,1951,1863,1966,1970,1976,1897,1997,2007 and 2017 by The [nit. American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and Internacional Treaties. 3 Ilnautharized reproduction or distribution of this AtAe Document,a any portion of It.may result In severe civil and criminal penalties,and will be 1 prosecuted to the maxlmum extent posstble under the law.This document was produced by ALA software at 10:18:44 FT on 11106MI9 under Order N0.0736545398 which expires on 0110 912 02 D.and is not for resale. User Notes: (1254931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE Certificates for Payment Concealed or Unknown Conditions 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, 3.7.4,4.2.8,8.3.1, 10.3 9.10.1,9.14.3, 14.1.1.3, 14.2.4, 15.1.4 Conditions of the Contract Certificates of Inspection,Testing or Approval 1.1.1,6.1.1,6.1.4 13.4.4 Consent,Written Certificates of Insurance 3.4.2,3.14.2,4.1.2,9.8.5,9.9.1,9.10.2,9.10.3, 13.2, 9.10.2 15.4.4.2 Change Orders Consolidation or Joinder 1.L 1,3.4.2,3.7.4,3.8.2.3,3.11,3.12.8,4.2.8,5.2.3, I SAA 7.1-2,7.1.3,7.2,7.3.2,7.3.7,7.3.9,7.3.10,8.3.1, CONSTRUCTION BY OWNER OR BY 9.3.1.1,9.10-3, 10.3.2,11.2, 11.5, 12.1.2 SEPARA'T'E CONTRACTORS Change Orders,Definition of 1.1.4,6 7.2.1 Construction Change Directive,Definition of CHANGES IN THE WORK 7.3.1 2.2-2,3.11,4.2.8,7,7.2.1,7.3.1,7.4,8.3.1,9.3.1,1, Construction Change Directives 11-5 1.1.1,3.4.2,3.11,3.12.8,4.2.8,7.1.1,7.1.2,7.1.3,7.3, Claims,Definition of 9.3.1.1 15.1.1 Construction Schedules,Contractor's Claims,Notice of 3.10,3.11,3.12.1,3.12.2,6.1.3, 15.1.6.2 1.6.2,15.1.3 Contingent Assignment of Subcontracts CLAIMS AND DISPUTES 5.4, 14.2.2.2 3.2.4,6.1.1,6.3,7-3.9,93.3,9-10.4, 10.3.3,15, 15.4 Continuing Contract Performance Claims and Timely Assertion of Claims 15.1.4 15.4.1 Contract,Definition of Claims for Additional Cost 1.1.2 3.2A,3.3.1,3.7.4,7.3-9,9.5.2, 14.2.5, 10.3.2, 15.1.5 CONTRACT,TERMINATION OR Claims for Additional Time SUSPENSION OF THE 3.2.4,3.3.1,3.7.4,6.1.1,8.3.2,9.5.2, 10.3.2,15.1.6 5.4.1.1,5.4.2, 11-5,14 Concealed or Unknown Conditions,Claims for Contract Administration 3.7.4 3.1.3,4,9.4,9.5 Claims for Damages Contract Award and Execution,Conditions Relating 3.2A,3.18,8.3.3,9.5.1,9.6.7, 10.2.5, 10.3.3, 11.3, to 11.3.2, 14.2.4, 15.1-7 3,7.1,3.10,5.2,6.1 Claims Subject to Arbitration Contract Documents,Copies Furnished and Use of 15.4-1 1.5.2,2.3.6,5.3 Cleaning Up Contract Documents,Definition of 3.15,6.3 1.1.1 Commencement of the Work,Conditions Relating to Contract Sulu 2.2.1,3.2.2,3.4.1,3.7-1,3.10,1,3.12,6,5.2.1,5.2.3, 2.2.2,2.2.4,333,3.7.5,3.8,3.10,2,5.2.3,7.3,7.4, 6.2.2,8.1,2,8.2.2,8.3.1, 11-1, 11.2,15.1.5 9.1,9.2,9.4.2,9.5.1.4,9.6.7,9.7, 10.3.2, 11.5,12.1.2, Commencement of the Work,Definition of 12-3. 14.2.4, 14.3.2, 15.1.4.2,15.1.5,15.25 8.1.2 Contract Sum,Definition of Communications 9.1 3.9.1,4.2.4 Contract Time Completion,Conditions Relating to 1.1.4,2.2.1,2.2.2,3.7.4,3.7.5,3.14.2,5.2.3,6.1.5, 3.4,1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 7.2.1.3,7.3.1,7.3.5,7.3.6,7,7,7.3.10,7A,8.1.1, 9.10, 12.2, 14.1.2,15.1.2 8.2.1,8.2.3,8.3.1,9.5.1,9.7, 14.3.2, 12.1.1, 12.1.2, COMPLETION,PAYMENTS AND 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 9 Contract Time,Definition of Completion,Substantial 8.1.1 3.10.1,4.2.9,8.1.1,8.1.3,8.2.35 9.4,2,9.8,9.9.1, CONTRACTOR 9.10.3, 12.2, 15.1.2 3 Compliance with Laws Contractor,Definition of 2.3.2,3.2.3,3.6,3-7,3.12.10,3.13,9.6.4, 10.2.2, 13.1. 3.1,6.1.2 13,3, 13.4.1, I3.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, Contractor's Construction and Submittal 15.4.2, 15.4.3 Schedules 3.10,3.12.1,3.12.2,4.2.3,6.1.3, 15-1.6.2 AW Document A201 T"—2017.Copyright®1911,1915,1918,1935,1937,1951,1959,1961,]983,191 ,1970,197G,]987.7997,2007 and 2017 by The Inst. American Institute of Architects.All rights reserved.WARNING:This AIAa Document is protected by U.3.Copyright Law and International Treaties. 4 Unauthorized reproduction at distribution of this Alfa'Document,or any postlon of it,may result In severe civil and criminal penalties,and will be 7 prosr:cL:cd to the rnaxirnurn ex tont passible under tha Iow.This document was produced by AIA software at 10.16.44 PT on 11M61201g under Order No.0735545398 which expires on oVD=020,and Is not for resale. User Notes: (1 254 93 1 1 57) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor's Employees Damage to Construction of Owner or Separate 2.2.4,3.3.2,3.4.3,3-8.1,3-9,3.18.2,4.2.3,4.2.6, 10.2, Contractors 10.3, 11.3, 14.1, 14.2.1.1 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Liability Insurance Damage to the Work 11.1 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.24 Contractor's Relationship with Separate Contractors Damages,Claims for and Owner's Forces 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 14.3.3, 11.3.2, 3.12.5,3.14.2,4.2A,6, 11.3, 12.2.4 11.3, 14.2.4, 15.1.7 Contractor's Relationship with Subcontractors Damages for Delay I.2.2,2.2.4,3.3.2,3.18.1,3.18.2,4.2.4,5,9.6.2,9.6.7, 6.2.3,8.3.3,9.5.1.6,9.7, 10.3.2, 14.3.2 9.10.2, 11.2, 11.3,11.4 Date of Commencement of the Work,Definition of Contractor's Relationship with the Architect 8.1.2 1.1.2, 1.5,2.3.3,3.1.3,3-12,123,3.2.4,3.3.1,3.4-2, Date of Substantial Completion,Definition of 3.5.1,3.7.4,3.10,3.11,3.12,3.16,3.18,4.2,5.2,6.2.2, 8.1.3 7,8.3.1,9.2,9.3,9.4,9.5,9.7,9.8,9.9, 10.2.6, 10.3, Day,Definition of 11.3, 12, 13.4,15.1.3, 15.2.1 8.1.4 Contractor's Representations Decisions of the Architect 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,6.3,7.3.4, Contractor's Responsibility for Those Performing the 7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 13.4.2, Work 14.2.2, 14.2.4, 15.1, 15.2 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1, 10.2.8 Decisions to Withhold Certification Contractor's Review of Contract Documents 9.4.1,9.5,9.7, 14.1.1.3 3,2 Defective or Nonconforming Work,Acceptance, Contractor's Right to Stop the Work Rejection►and Correction of 2.2.x,9.7 2.5,3.5,4.2.6,6.2-3,9.5.I,9.5.3,9.6.6,9.8.2,9.9.3, Contractor's Right to Terminate the Contract 9.10.4, 12.2.1 14.1 Definitions Contractor's Submittals 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, 3.10,3.11,3.12,4.2.7,5.2.1,5-2.3,9.2,9.3,9.8.2, 6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1, 15.1.1 9.8.3,9.9.1,9.10.2,9.10.3 Delays and Extensions of Time Contractor's Superintendent 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 3.9, 10.2.6 10.3.2,10.4, 14-3-2,15.1.6,15 2.5 Contractor's Supervision and Construction Digital Data Use and Transmission Procedures 1.7 1.2.2,3.3,3A,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, Disputes 7.3.4,7.3.6,8.2, 10,12, 14, 15.1.4 6.3,7.3.9, 15.1, 15.2 Coordination and Correlation Docttments and Samples at the Site 1.2,3.2.1,3.3.1,3.10,3.12.6,6.1.3,6.2.1 3.11 Copies Furnished of Drawings and Specifications Drawings,Definition of 1.5,2.3.6,3.11 1.1.5 Copyrights Drawings and Specifications,Use and Ownership of 1.5,3.17 3.11 Correction of Work Effective Date of Insurance 2.5,3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2,12.2, 12.3, 8.2.2 15.1.3.1, 15.1.3.2,15.2.1 Emergencies Correlation and Intent of the Contract Documents 14.4, 14.1.1.2,15.1.5 1.2 Employees,Contractor's Cast,Definition of 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 7.3A 10.3.3, 11.3, 14.1, 14.2.1.1 Costs Equipment,Labor,or Materials 2.5,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3, 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 7.3.3.3,7.3.4,7.3.8,7.3.9,9.10.2, 10-3.2,10-3.6, 11.2, 4.2.6,4.2.7,5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 9.10.2, 14.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Cutting and Patching Execution and Progress of the Work 3.14,6.2.5 1.1.3, 1.2,1, 1.2.2,2.3.4,2.3.6,3.1,3.3.1,3A.1,3.7.1, 3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.6,8.2,9.5.1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1A AIA Dam mant A201 rr—2017.Copyright®1911,1915,1918,1925.1937,1951,1958.1951,1963,1968,'1970.1976,1987.1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNIM Th Is AIAA Docurnvnt is prot acted by U.S.Copyright Lay.and Intarriaiional Treaties. 5 Unauthorized reprodL,ct1on or distribution of this AIAs Oocurnent,or any portion of it.may result in severe civic and criminal penalties,and will ba prosecuted to the maximum extent possibla under the law.This dowment was produced by AIA software at 10:16:44 PT on 11106!2019 under Order No.0738545398 which expires on 4117912028,and is not for resale. User Notes: (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE Extensions of Time Insurance,Stored Materials 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 9.3.2 10.4, 14.3, 15.1.6,15.2.5 INSURANCE AND BONDS Failure of Payment 11 9.5.1.3,9.7,9.10.2, 13.5,14.1.1.3,14.2.1.2 Insurance Companies,Consent to Partial Occupancy Faulty Work 9.9.l (See Defective or Nonconforming Work) Insured loss,Adjustment and Settlement of Final Completion and Final Payment 11.5 4.2.1,4.2.9,9.8.2,9.10, 12.3,14.2.4, 14.4.3 Intent of the Contract Documents Financial Arrangements,Owner's 1.2,1,4-2,7,4.2.12,4.2.13 2.2.1, 13.2.2, 14-1.1A Interest GENERAL PROVISIONS 13.5 1 Interpretation Governing Law 1.1-8, 1.2.3,1A,4.1.1,5.1,6.1.2, 15.1.1 13.1 Interpretations,Written Guarantees(See Warranty) 4.2.11,4.2.12 Hazardous Materials and Substances Judgment on Final Award 10.2.4,10.3 15.4.2 Identification of Subcontractors and Suppliers Labor and Materials,Equipment 5.2.1 1.1.3,1.1.6,3A,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Indemnification 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 10.2.1, 3.17,3.18,9.6.8,9.10.2, 10.3.3, 11.3 10.2.4, 14.2.1.1, 14.2.I.2 Information and Services Required of the Owner Labor Disputes 2.1.2,2.2,2.3,3.2.2,3.12.10.1,6.1.3,6.1.4,6.2.5, 8.3.1 9.6.1,9.9.2,9,10.3, 10.3.3, 11.2, 13A.1, 13.4.2, Laws and Regulations 14.1.1.4, 14.1.4, 15.1.4 1.5,2.3.2,3.2.3,3.2.4,3.6,3.7,3.12.10,3.13,9-6-4, Initial Decision 99.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14,15.2.8, 15.2 15.4 Initial Decision Maker,Definition of Liens 1.1.8 2.1.2,9.3.1,9-3.3,9-6.8,9.10.2,9.10.4, I5.2.8 Initial Decision Maker,Decisions Limitations,Statutes of 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 12.2.5,15.1.2, 15.4.1.1 Initial Decision Makes,Extent of Authority Limitations of Liability 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 3.2.2,3.5,3.12.10,3.12.10,1,3.17,3.18.1,4.2.6, Injury or Damage to Person or Property 4.2.7,6.2-2,9.4.2,9.6.4,9.6.7,9.6.8, 10.2.5, 10.3.3, 10.2.8, 10,4 11.3, 12.2-5, 13.3.1 Inspections Limitations of Time 3.1.3,3.3.3,3.7.1,4.2.2,4.2,6,4,2.9,9.4.2,9.8.3, 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, 9.9.2,9.10.1,12.2.1, 13.4 5.2,5.3,5.4.1,6.2.4,7.3,7A,8.2,9.2,9.3.1,9.3.3, Instructions to Bidders 9.4.1,9.5.9.6,9-7.9-8,9-9,9-10, 12.2, 13.4, l4, 15, 1.1.1 15.1.2, 15.1.3, 15.1.5 Instructions to the Contractor Materials,Hazardous 3.2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.4.2 10.2A,10.3 Instruments of Service,Definition of Materials,Labor,Equipment and 1.1.7 1.1.3, 1.1.6,3.4.1,3.5,3-8-2,3.8.3,3.12,3.13,3-15.1, Insurance 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 6-1A,7.3.4,8.2.2,9.3.2,9.8.4,9.9.1,9,10.2, 10.2.5,11 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Insurance,Notice of Cancellation or Expiration Means,Methods,Techniques,Sequences and 11.1.4, 11.2.3 Procedures of Construction Insurance,Contractor's Liability 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 11.1 Mechanic's Lien Insurance,Effective Date of 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 8.2.2, 14.4.2 Mediation Insurance,Owner's Liability 8.3.1, 15.1.3.2, 15.2.1, 15.2,5, 15.2.6,15.3. 15.4.1, 11.2 15.4.1-1 Insurance,Property Minor Changes in the Work 10.2.5, 11.2, I1.4, 11.5 1.1.1,3.4.2,3.12.8,4.2.8,7.1,7.4 AIA document A2011—2017.Copyright 01911,1915,1918,1925,1937,1951,1958,1961,1983,1966,1970.1976,1987,1997,2007 and 2017 by The Inft. American Institute or Architects.All tights reservad-WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties. S Unauthorized reproduction or distribution of this AIAB Document,or any portion of it,may result in severe civil and criminal penalfles,and will be ! prozecuted to the maximum extent possible under the law.This document was produced byAlAsoftwam at 10,16:44 PT on 1 11=01D under Order No.0735545398 wNch expires on 01f09r2O20,and Is not for resale. User Notes, (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE MISCELLANEOUS PROVISIONS Owner's Right to Clean Up 13 63 Modifications,Definition of Owner's Right to Perform Construction and to 1.1.1 Award Separate Contracts Modifications to the Contract 6.1 1.I.1, 1.1.2,2.5,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, Owner's Right to Stop the Work 10.3.2 2.4 Mutual Responsibility Owner's Right to Suspend the Work 6.2 14.3 Nonconforming Work,Acceptance of Owner's Right to Terminate the Contract 9.6.6,9.9.3,12.3 14.2, 14.4 Nonconforming Work,Rejection and Correction of Ownership and Use of Drawings,Specifications 2.4,2.5,3.5,4.2.6, 6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, and Other Instruments of Service 12.2 1.1.1, 1.1.6, 1.1.7,1.5,2.3.6,3.2.2,3.11,3.17,4-2.12, Notice 5.3 1.6, 1.6.1, 1..6.2,2.1.2,2.2.2.,2.2.3,2.2.4,2.5,3.2.4, Partial Occupancy or Use 3.3.1,3.7.4,3.7.5,3.9.2,3.12.9, 3.12.10,5.2.1,7.4, 9.6.6,9.9 8.2.2 9.6.8,9.7,9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, Patching,Cutting and 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 3.I4,6.2.5 15.1.6, 15.4.1 Patents Notice of Cancellation or Expiration of Insurance 3.17 11.1.4, 11.2.3 Payment,Applications for Notice of Claims 4.2.5,7.3.9,9.2,9.3,9.4,9.5,9.6-3,9.7,9-8.5,9.10.1, 1.6.2,2.1.2,3.7.4,9.6.8, 10.2.8,15.1.3, 15.15,15.1-6, 14.2.3, 14.2.4, 14.4.3 15.2.8, 15.3.2, 15.4.1 Payment,Certificates for Notice of Testing and Inspections 4.2.5,4.2.9,9.3-3,9.4,9.5,9-6-1,9.6.6,9.7,9.10.1, 13.4.1, 13.4.2 9.10.3, 14.1.1.3, 14.2.4 Observations,Contractor's Payment,Failure of 3.2,3.7.4 9.5.1.3,9.7,9.10.2, 13-5, 14.1.1.3, 14.2.1.2 Occupancy Payment,Final 2.3.1,9.6.6,9.8 4.2.1,4.2.9,9.14, 12.3, 14.2.4, 14.4.3 Orders,Written Payment Bond,Performance Bond and 1.I.1,2.4,3.9.2,7,8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 7.3.4.4,9.6.7,9.10-3, 11.1.2 I4.3.1 Payments,Progress OWNER 9.3,9.6,9.8.5,9.10.3, I4.2.3, 15.1.4 2 PAYMENTS AND COMPLETION Owner,Definition of 9 2.1.1 Payments to Subcontractors Owner,Evidence of Financinl Arrangements 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7,14.2.1.2 2.2, 13.2.2, 14.1.1.4 PCH Owner,Information and Services Required of the 10.3.1 2.1.2,2.2,2.3,3.2.2,3.12.10,6.1.3,6.1.4,6.2.5,9.3.2, Performance Bond and Payment Bond 9.6.1,9.6.4,9.9.2,9.10.3,10.3.3, 11.2, 13.4.1, 13.4.2, 7.3.4.4,9.6.7,9.14.3,11.1.2 14-1.1.4, 14.1.4, 15.1.4 Permits,Fees,Notices and Compliance with Laws Owner's Authority 2.3.1,3.7,3.13,7.3.4.4, 10.2.2 1.5,2.1.1,2.3.32.4,2.5,3.4.2,3.8.1,3.12.10,3.14.2, PERSONS AND PROPERTY,PROTECTTON OF 4.1.2,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,6.3,7.2.1, 10 7.3.1,8.2.2,8.3.1,9.3.2,9.5.1,9.6.4,9.9.1,9.10.2, Polychlorinated Biphenyl 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 1D.3.1 15.2.7 Product Data,Definition of Owner's Insurance 3.12.2 11..2 Product Data and Samples,Shop Drawings Owner's Relationship with Subcontractors 3.11,3.12,4.2.7 1.1.2,5.2,5.3,5.4,9.6.4,9.10,2, 14.2.2 Progress and Completion Owner's Right t4 Carry Out the Work 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15.1.4 2.5, 14.2,2 Progress Payments 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 AIA Document A201 T"—2017.Copyright 91911,1915,1918,1925,1937,1951,1958,1961,1963.1 M.1970,1978,1987,1997,2007 and 2017 by The Init. American Institute of ArcHteats.All rights rasanrad.WARNING:This AIAa Document is protected by U.S.Copyright taw and InIernationaITreatlas. 7 Unautharized reproduction or distribution of this AfAa Document,or any portion or it,may result in severe civil and criminal penalties,and will be 1 prosecuted to the maximum extent possible under the law.This document was produced by AiA software at 10:15:44 PT on I IM612019 under Order No.0736545399 which expires on 0110912020,and Is not for resale. User Notes: (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE Project,Definition of Separate Contracts and Contractors 1.1.4 1.1A,3.I2.5,3.14.2,4.2.4,4.2.7,6,8.3.1,12.1.2 Project Representatives Separate Contractors,Definition of 4.2.14 6.1.1 Property Insurance Shop Drawings,Definition of 10.2.5,11.2 3.12.1 Proposal Requirements Shop Drawings,Product Data and Samples 1.1.1 3.11,3.1x,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1.5,2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4,9.9.1, 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.9.2,9.4.2,9.10.1, 13.4 10.2.2,13.1,13.3,13.4.1,13.4.2,13.5,14,15.2.8, 15A Site Visits,Architect's Rejection of Work 3.7.4,4.2.2,4.2.9,9-4.2,9.5.1,9.9.2,9.14.1,13.4 4.2.6, 12.2.1 Special Inspections and Testing Releases and Waivers of Liens 4.2.6,12.2.1, 13.4 9.3,1,9.10.2 Specifications,Definition of Representations 1.1.6 3.2.1,3.5,3.12.6,8.2.1,9.3.3,9.4.2,9,5-1,9.10.1 Specifications Representatives 1.1.1,1.1.6, 1.2.2. 1.5,3.12.10,3.17,4-2.14 2.1.1,3.1.1,3.9,4.1.1,4.2.10,13.2.1 Statute of Limitations Responsibility for Those Performing the Waris 15.1.2, 15.4.1.1 3.3.2,3.18,4.2.2,4.2.3,5.3,6.1.3,6.2,6.3,9.5-1, 10 Stopping the Work Retainage 2.2.2,2.4,9.7,I0.3, 14.1 9.3.1,9.5.2,9.8.5,9.9.1,9.14.2,9.10.3 Stored Materials Review of Contract Documents and Field 6.2.1,9.32, 10.2.1.2, I0.2.4 Conditions by Contractor Subcontractor,Definition of 3.2,3.12.7,6.1.3 5.1.1 Review of Contractor's Submittals by Owner and SUBCONTRACTORS Architect 5 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Subcontractors,Work by Review of Shop Drawings,Product Data and Samples 1.2.2,3.3.2,3.12.1,3.18,4-2.3,5.2.3,5.3,5.4,9.3.1.2, by Contractor 9.6.7 3,12 Suhcontractual Relations Rights and Remedies 5.3,5.4,9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, Submittals 6.3,7.3.1,8.3,9.5.1,9.7, 14.2.5, 14.3, 12.2.1, 12.2.2, 3.10,3.11,3.12,4-2.7,5.2.1,5.2.3,7.3.4,9.2,9.3,9.8, 12.2-4,13,3,14, 15.4 9.9.1,9.10.2,9.10.3 Royalties,Patents and Copyrights Submittal Schedule 3.17 3.10.2,3.I 2.5,4.2.7 Rules and Notices for Arbitration Subrogation,Waivers of 15A4 l 6.1.1,11.3 Safety of Persons and Property Substances,Hazardous 10.2, 10.4 103 Safety Precautions and Programs Substantial Completion 3.3.1,4.2.2,4.2.7,5.3,10.1, 10.2, 10.4 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10-3, 12.2, Samples,Definition of 15.1.2 3,12.3 Substantial Completion,Definition of Samples,Shop Drawings,Product Data and 9.8.1 3.11,3.12,4.2.7 Substitution of Subcontractors Samples at the Site,Documents and 5.2.3,5.2.4 3,11 Substitution of Architect Schedule of Values 2.3.3 9.2,9.3.1 Substitutions of Materials Schedules,Construction 3.4.2,3.5,7.3.8 3.10,3.12.1,3.12.2,6.1.3, 15.1.6.2 Sub-subcontractor,Definition of 5.1.2 Inst. AIA Document A201 r"—2017.Copyright(D 4911.1915,1918,1925,1937,1951,1938,1981,1963,1966,1970,1976,1997,1997,2007 and 2017 by The American Institute at Architects.All rights reserved.WARNING:This AIA` Document is protected by U.S.Copyright Law and International Treaties. 8 Unauthorized reproduction or distribution of this AlA6 Document,or any punion of it,may result in severe civil and criminal penalties,and will be I prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 10:M44 PT on 1 I MM019 under Order ND.0736546398 which expires on 0110912020,and Is not for resale. UserNobs: (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE Subsurface Conditions Time Limits 3.7.4 2.1.2,2.2,2.5,3.2.2,3.14,3.11,3.12.5,3.15.1,4.2, Successors and Assigns 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3,9.4.1, 13.2 9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15.1-2, Superintendent 15.1.3,15.4 3.9, 10.2.6 Time Limits on Claims Supervision and Construction Procedures 3.7.4, 10.2.8, 15,1.2, 15.1.3 1.2.2,33,3.4,3.12.14,4.2-2,4.2.7,6.1.3,6.2.4,7.1.3, Title to Work 7.3.4,8.2,8.3.1,9.4.2, 10, 12, 14, 15.1A 9.3.2,9.3.3 Suppliers UNCOVERING AND CORRECTION OF WORT{ 1.5,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.5.4,9.6, 12 9.10.5,14.2.1 Uncovering of Work Surety 12.1 5.4.1.2,9.6.8,9.8.5,9.10.2,9.10.3, 11.1.2, 14.2.2, Unforeseen Conditions,Concealed or Unknown 15.2.7 333,8.3.1, 10.3 Surety,Consent of Unit Prices 9.8.5,9.14.2,9.10.3 7.3.3.2,9-1.2 Surveys Use of Documents 1.1.7,2.3.4 1.1.1, 1.5,23-6,112.6,53 Suspension by the Owner for Convenience Use of Site 14.3 3.13,6.1.1,6.2.1 Suspension of the Work Values,Schedule of 3.7.5,5.4.2, 14.3 9.2,9.3.1 Suspension or Termination of the Contract Waiver of Claims by the Architect 5.4.1.1,14 13.3.2 Taxes Waiver of Claims by the Contractor 3-6,3.8.2.1,7.14A 9.10.5, 13.3.2,15.1.7 Termination by the Contractor Waiver of Claims by the Owner 14.1, 15.1.7 9.9.3,9.14.3,9.10.4, 12.2.2.1, 13.3.2, 14.2.4,15.1.7 Termination by the Owner for Cause Waiver of Consequential Damages 5A.1.1,14,2, 15.1.7 14.2.4, 15.1.7 Termination by the Owner for Convenience Waiver of Liens 14.4 9.3,9.10.2,9.10.4 Termination of the Architect Waivers of Subrogation 2.3.3 6.1.1, 11.3 Termination of the Contractor Employment Warranty 14.2.2 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9.10.2,9.10.4,12.2.2, 15.1.2 TERMINATION OR SUSPENSION OF THE Weather Delays CONTRACT 8.3, 15.1.6.2 14 Work,Definition of Tests and Inspections 1.1.3 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4-2,9.8.3, Written Consent 9.9.2,9.10.1, 10.3.2, 12.2.1,13.4 1.5.2,3.4.2,3.7.4,3.12-8,3.14.2,4.1.2,9.3.2,9.10.3, T1117E 13.2, 13.3.2, 15:4.4,2 8 Written Interpretations Time,Delays and Extensions of 4.2.11,4.2.12 3.2.4,3.7.4,5.2.3,7-2.1,7.3.1,7.4,8.3,9.5.1,9.7, Written Orders 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 1.1.1,2.4,3.9,7,8.2.2, 12.1, 12.2, 13.4.2,14.3-1 AIA Document A201 Y8—2017.Copyright®1911,1915,1918,1925.1937.1951,1958,1961,1963,1956,1970,1976,1987,1997,2007 and 2417 by The Init. American Inslltute of Architeus.All rights reserved.WARNING-This AIAe Document is protected by U.S.Copyright Law and International Treaties. 9 Unauthor4ed reproduction or dlstrtbution of this AIAe Document,or any portion of it,may result In severe civil and criminal penalties,and will be 1 prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 10:16:44 PT on 11/06/2818 under Order No.0736545398 which expires on 6110912020,and is not for resale. User Notes: {1264931157] Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE ARTICLE 1 GENERAL PROVISIONS §1.1 Basic Definitions §1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,General Conditions of the Contract,Drawings,Specifications,Addenda(if any)issued prior to execution of the Contract,other documents listed in the Agreement,and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(Z)a Change Order,(3)a Construction Change Directive,or(4)a written order for a minor change in the Work issued by the Construction Manager or the Architect.Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid,Instructions to Bidders,sample fortes,other information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding or proposal requirements- §1.1.2 The Contract The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4)between any persons or entities other than the Owner and the Contractor. §1.1.3 The Work The term"Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment,and services provided or to be provided by the Contractor to fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. §1.1A The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. §1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations,sections,details,schedules,and diagrams. §1.1.8 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,systems,standards and workmanship for the Work,and performance of related services. §1.1.7 Instruments of Service Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements.Instruments of Service may include,without limitation,studies,surreys,models, sketches,drawings,specifications,and other similar materials. §1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2.The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. §1.2 Correlation and Intent of the Contract Documents §1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. AIA Document A20i T"—2097.Copyright®1911,19'15,1918,1925.7937,1951,1958,1961,1963,1 96 61 1 970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIAe Document Is protectad by U.S.Copyright Law and International Treaties. 10 Unauthorized reproduction or distrihutian of this ALAI Document,or any portion of It,may re suit in severe civil and criminal penalties,and wilt be 1 prosecuted to the maximum extent possible under the law.This document was produced by AIA soRware at 10:16:44 PT an i 1M6=19 under Order No.0736545398 which expires on 0111}912020,and Is not for resale. [User Notes: (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE §1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions.if it is determined that any provision of the Contract Documents violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Contract Documents shall be construed,to the fullest extent permitted by law,to give effect to the parties'intentions and purposes in executing the Contract. §'1.2.2 Organization of the Specifications into divisions,sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. §1.2.3 Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. §1.3 Capitalization Terms capitalized in these General Conditions include those that are(1)specifically defined,(2)the titles of numbered articles,or(3)the titles of other documents published by the American Institute of Architects. §1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as"all"and"any"and articles such as"the"and"an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. §1.5 Ownership and Use of Drawings,Specifications,and Other Instruments of Service §1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and retain all common law,statutory,and other reserved rights in their Instruments of Service, including copyrights.The Contractor,Subcontractors, Sub-subcontractors,and suppliers shall not own or claim a copyright in the Instruments of Service.Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. §142 The Contractor,Subcontractors,Sub-subcontractors,and suppliers are authorized to use and reproduce the Instruments of Service provided to them,subject to any protocols established pursuant to Sections 1.7 and 1.8,solely and exclusively for execution of the Work.All copies made under this authorization shall bear the copyright notice,if any,shown on the Instruments of Service.The Contractor,Subcontractors,Sub-subcontractors,and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner,Architect,and the Architect's consultants. §1.6 Notice §1.6.1 Except as otherwise provided in Section 1.6.2,where the Contract Documents require one party to notify or give notice to the other party,such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. §1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail,or by courier providing proof of dclivery. §1.7 Digital Data Use and Transmisslon f The parties may agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. §1.6 Bullding Information Models Use and Reliance Any use of,or reliance on,all or a portion of a building information model without agreement to protocols governing the use of,and reliance on,the information contained in the model shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants,the authors of,or contributors to,the building information model,and each of their agents and employees. AIA Document A2011--2017.Copyright 01$11,1915,191 B,1925,1$37.1951,1958,1981,]efi3,196fi,]970,]97fi,1987,7897,2007 and 2017 by The Wt. Amerfoan Inslilute at Arch flecks.All rights rose rvad.WARNING;This AIAe Document Is protected by U.S.copyright Law and InternallonaI Treaties. Unauthorized reproduction or distribution of this AfA*l Document,or any portion or it,may result In severe civil and criminal penalties,and will be 1 prosecuted to the maximum extent possible under the law.This document was produced by AIA soften at 10:16:44 PT on 1110612019 under Order No.0736545398 which expires on 0110912020,and Is not for resale. User Notes: (1264931157) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE ARTICLE 2 OWNER §2.1 General §2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization.Except as otherwise provided in Section 4.2.1,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. §2.1.2 The Owner shall furnish to the Contractor,within fifteen days after receipt of a written request,information necessary and relevant for the Contractor to evacuate,give notice of,or enforce mechanic's lien rights.Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site,and the Owner's interest therein. §2.2 Evidence of the Owner's Financial Arrangements §2.2.1 [NOT USED] §2.2.2 Following commencement of the Work and upon written request by the Contractor,the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract only if(1)the Owner fails to make payments to the Contractor as the Contract Documents require; (2)the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due; or(3)a change in the Work materially changes the Contract Sum.If the Owner fails to provide such evidence,as required,within fourteen days of the Contractor's request,the Contractor may immediately stop the Work and,in that event,shall notify the Owner that the Work has stopped.However,if the request is made because a change in the Work materially changes the Contract Sum under(3)above,the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided.If the Work is stopped under this Section 2.2.2,the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start-up,plus interest as provided in the Contract Documents. §2.2.3[NOT USEI31 §2.2.4 Where the Owner has designated information furnished under this Section 2.2 as"confidential,"the Contractor shall keep the information confidential and shall not disclose it to any other person.However,the Contractor may disclose"confidential"information,after seven(7)days'notice to the Owner,where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or by court or arbitrator(s)order.The Contractor may also disclose"confidential"information to its employees,consultants, sureties,Subcontractors and their employees,Sub-subcontractors,and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. §2.3 Information and Services Required of the Owner §2.3.1 Except for permits and fees that are the express responsibility of the Contractor tinder the Contract Documents, including those required under Section 3.7.1,the Owner shall secure and pay for necessary approvals,easements, assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing facilities. §2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture,or an entity lawfully practicing architecture,in the jurisdiction where the Project is located.That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. §2.3.3 If the employment of the Architect terminates,the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. §2.3.4 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site.The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. AlA Document A201 r"—x097.Copyright O 1911,1915,1918,1925.1937,1951,1958,1961,1963,1966,1970,1976,1987.1997,2007 and 2017 by The blit. American Institute orArchitects.All rights resetvad.WARNING:This AIA1 Document is protected by U.S.Copyright Law and International Treaties. 12 Unauthorized reproduction or d€stribution of this AIA*Document,or any portion of it,may result in severe civil and criminal penalties,and will be 1 prosecuted to the maxirnurn extent possihIs under the law.This document was produced by AIA soawara at 10:16:44 PT on 1 1 10=1119 under Order No.0736545396 wtdch expires on D110912020.and Is r.oi for resale. User Note a: (1264931157) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. §2.3.$Unless otherwise provided in the Contract Documents,the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. §2.4 Owner's Right to Stop the Work If the Contractor fails to convect Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents,the Owner may issue a written order to the Contractor to stop the Work,or any portion thereof,until the cause for such order has been eliminated;however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,except to the extent required by Section 6.1.3. §2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies the Owner may have, correct such default or neglect.Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may,pursuant to Section 9.5.1,withhold or nullify a Certificate for Payment in whole or in part,to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect,or failure.If current and future payments are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner.If the Contractor disagrees with the actions of the Owner or the Architect,or the amounts claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR §3.1 General §3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Contractor shall be lawfully licensed,if required in the jurisdiction where the Project is located.The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract.The terra"Contractor"means the Contractor or the Contractor's authorized representative. §3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. §3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. §3.2 Review of Contract Documents and Meld Conditions by Contractor §3.2.7 Execution of the Contract by the Contractor is a represemation that the Contractor has visited the site,become generally familiar with local conditions under which the Work is to be performed,and correlated personal observations with requirements of the Contract Documents. §3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.3.4,shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any above-ground and non-concealed conditions at the site affecting it.These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents; however,the Contractor shall promptly report to the Construction Manager and the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form AIA Document A201""--2017,Copyright Q 1911,1915,1918,7925,1937,1951,1955,19$1,1963.1966.1979.1976,1987,1997,2007 and 2017 by The [nit. American Instllute of Architects.All rights reserved.WARNING.This APAP Document Is protected by U.S.Copyright Law and International Treati a%. 43 Unauthorized reproduction or distribution of this AIAO nocument,or any portion of i%may result in severe 60 and criminal penalties,end will he 1 prosecuted to the m:x i m u m extent possible under the law.This document was produced by AIA software at 10.16:44 PT on 11106@019 under Order No.073e545398 whirh empires on 91R}912020,and Is not for resale. User Notes, (126493 1 1 67) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE as the Construction Manager and the Architect may reasonably require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional. §3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may reasonably require. §3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7,as would have been avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconformities of the Contract Documents to applicable laws,statutes, ordinances,codes,rules and regulations,and lawful orders of public authorities. §3.3 Supervision and Construction Procedures §3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor shall be solely responsible for,and have control over,construction means,methods,techniques,sequences, and procedures,and for coordinating all portions of the Work under the Contract.If the Contract Documents give specific instructions concerning construction paeans,methods,techniques,sequences,or procedures,the Contractor shall evaluate the jobsite safety thereof and shat I be solely responsible for the jobsite safety of such means,methods, techniques,sequences,or procedures.If the Contractor determines that such means,methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely notice to the Owner and Architect,and shall propose alternative means,methods,techniques,sequences,or procedures.The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction.Unless the Architect objects to the Contractor's proposed alternative,the Contractor shall perform the Work using its alternative means,methods, techniques,sequences,or procedures. §3.3.2 Tl1e Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors. §3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. §3.4 Labor and Materials §3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay,as a Cast of the Work,for labor,materials,equipment,tools,construction equipment and machinery,and temporary water,heat, utilities(including connections),transportation,and other facilities and services necessary for proper execution and completion of the Work.. §3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4,the Contractor may make substitutions only with the consent of the Owner,after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. §3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work.The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. §3.5 Warranty §3.5.1 The Contractor warrants to the Owner,Construction Manager,and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents AIA Document A201'—2017.copyrtght®1911,1915.1918,1925,1937,1951,1958.1961.1963,1%5.1070.1976,1997,1997,2W7 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AlA*aocumenl is protected by U.5.Copyright Law and Intemation al Treaties. 14 Unauthorized reproduction or distribution of this AIAa Document,ar any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent passible under the law.This document was produced by AIA software at 10:16:44 PT on 11!0612019 under prde► No.073a545398 which expires on 0110912020,and Is not for resale. User Notew (1 264431 1 57) DocuSig n Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE and will be free from defects,except for those inherent in the quality of the Work the Contract Documents require or permit.Work,materials,or equipment not conforming to these requirements may be considered defective.The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor,improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage. If required by the Architect,the Contractor shall furnish satisfactory evidence as to the kind and qualityofmaterials and equipment. §3.5.7 All material,equipment,or other special warranties required by the Contract Documents shall be issued in the name of the Owner,or shall be transferable to the Owner,and shall commence in accordance with Section 9.8.4. §3.6 Taxes The Contractor shall pay,as a Cost of the Work,sales,consumer,use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded,whether or not yet effective or merely scheduled to go into effect. §3.7 Permits,Fees,Notices and Compliance with Laws §3.7.1 Unless otherwise provided in the Contract Documents,the Owner shall secure and the Owner shall directly pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured atter execution of the Contract and legally required at the time bids are received or negotiations concluded. §3.7.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities applicable to performance of the Work. §3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. §3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions.The Construction Manager will promptly investigate such conditions and,if the Construction Manager determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for,performance of any part of the Work,will recommend that an equitable adjustment be made in the Contract Sum,Guaranteed Maximum Price,Contract Time,or any of there.If the Construction Manager determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that:no change in the terms of the Contract is justified,the Construction Manager shall promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. §3.7.5 If,in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect.Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum,Guaranteed Maximum Price,and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. §3.8 Allowances §3.8.1 The Contractor shall include in the Contract Sura all allowances stated in the Contract Documents.Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. AIA Document A201 T »2017.Copyright C 5911,1915,1918,1925,1837, 1957.1858,1989,1963,19M 1970.1976,1987,1997,2007 and 2017 by The lnit Amerkum inafltute of Amhaacts.All rights reserved.WARNING:This AIA*Document is protected by U.S.Copp fight Law and International Traatles. Unauthorized reproduction or distribution of this AIA*Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent passible under tha law.This document was produced by AIAsoftwae at 10:18:44 PT on 11 10 61201 9 Linder Order No.0738545398 rvh[dl expires on 01!4912020,and Is not for resale. User Notes: (7264931157) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE 3.8.2 If and when established by a Phased GMP Amendment(s), .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site,labor,installation costs,overhead,profit,and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;and .3 whenever costs are more than or less than allowances,the Contract Sum and Guaranteed Maximum Price shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1) the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. §3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness so as J not to delay the Work. §3.9 Superintendent §3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. §3.9.2 The Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Construction Manager of the name and qualifications of a proposed superintendent.Within 14 days of receipt ofthe information,the Construction Manager may notify the Contractor,stating whether the Owner or the Construction Manager(1)has reasonable objection to the proposed superintendent or(2)requires additional time for review.Failure of the Construction Manager to provide notice within the 14-day period shall constitute notice of no reasonable objection. §3.9.3 The Contractor dull not employ a proposed superintendent to whom the Owner or Construction Manager has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent,which shall not unreasonably be withheld or delayed. §3.10 Contractor's Construction and Submittal Schedules §3.10.1 The Contractor,promptly after being awarded the Contract,shall submit for the Owner's,Construction Manager's,and Architect's information a Contractor's construction schedule for the Work.The schedule shall contain detail appropriate for the Project,including(1)the date of commencement of the Work,and the date.of Substantial Completion;(2)an apportionment of the Work by construction activity;and(3)the time required for completion of each portion of the Work.The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents.The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. §3.10.2 The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,shall submit a submittal schedule for the Construction Manager's approval.The Construction Manager's approval shall not be unreasonably delayed,withheld or conditioned.The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect and Construction Manager reasonable time to review submittals.If the Contractor fails to submit a submittal schedule,or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. §3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. §3.11 Documents and Samples at the Site The Contractor shall make available,at the Project site,the Contract Documents,including Change Orders, Construction Change Directives,and other Modifications,in good order and marked currently to indicate field changes and selections made during construction,and the approved Shop Drawings,Product Data,Samples,and similar required submittals.These shall be in electronic form or paper copy,available to the Architect and Owner,and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. AIA Document A201111—2017.Copyright a 1911.1915.1918,1925,1937.1951,1958.1961.1963,IM,1976,1976,1987,1997,2007 and 2017 by The Ink. American Institule of Architects.All rights reserved.WARNING:This AIA*Documant is protected by 13.5.Copyright taw and International Traalies, 1� Unauthorized reproduction or distributlon of this AIA*Dot umenI,or any portion of it,may result in severe elviI and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 10:16:44 PT an 1 IAXS12019 under Order No.0736645398 which expires on 01n1912D20,and Is not for resale. User Notes: (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE §3.12 Shop Drawings,Product Data and Samples §3.12.1 Shop Drawings are drawings,diagrams,schedules,and other data specially prepared for the Work by the Contractor or a Subcontractor,Sub-subcontractor,manufacturer,supplier,or distributor to illustrate some portion of the Work. §3.12.2 Product Data are illustrations,standard schedules,performance charts,instructions,brochures,diagrams,and other information famished by the Contractor to illustrate materials or equipment for some portion of the Work. §3.12.3 Samples are physical examples that illustrate materials,equipment,or workmanship,and establish standards by which the Work will he judged. §3.12.4 Shop Drawings,Product Data,Samples,and similar submittals are not Contract Documents.Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review by the Architect is subject to the limitations of Section 4.2.7.informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents.Submittals that are not required by the Contract Documents may be returned by the Architect without action. §3.12.5 The Contractor shall review for compliance with the Contract Documents,approve,and submit to the Construction Manager and Architect,Shop Drawings,Product Data,Samples,and similar submittals required by the Contract Documents,in accordance with the submittal schedule approved by the Construction Manager and Architect or,in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. §3.12.6 By submitting Shop Drawings,Product Data,Sarnples,and similar subtn itta Is,the Contractor represents to the Owner,Construction Manager,and Architect that the Contractor has(1)reviewed and approved there,(2)determined and verified materials,field measurements and field construction criteria related thereto,or will do so,and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. §3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,Product Data,Samples,or similar submittals,until the respective submittal has been approved by the Architect and Construction Manager. §3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's or Construction Manager's approval of Shop Drawings,Product Data,Samples,or similar submittals,unless the Contractor has specifically notified the Architect and Construction Manager of such deviation at the time of submittal and(1)the Architect or Construction Manager has given written approval to the specific deviation as a minor change in the Work, or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data,Samples,or similar submittals,by the Architect's or Construction Manager's approval thereof. §3.12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples,or similar submittals,to revisions other than those requested by the Architect or the Construction Manager on previous submittals-In the absence of such notice,the Architect's or Construction Manager's approval of a resubmission shall not apply to such revisions. §3.12.18 The Contractor shall not be required to provide professional services that:constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work.The Contractor shall not be required to provide professional services in violation of applicable law. §3.12.10.1 If professional design services or certifications by a design professional related to design-build systems, materials,or equipment are specifically required of the Contractor by the Contract Documents,the Owner,the Architect,or the Construction Manager will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the:Contract Documents,The Contractor shall cause such services or certifications to be provided by an AIA Document A21)1 Tv—2017.Copyright 01911,1615,1918,1925,1937,1951,1958.1981,1963,19M.1970.1976,1987,1997,2007 and 2017 by The Init. Amerl=n Institute of Architects.All rights reserved.WARNING:This AIAd Document Is protected by 0.5.Copyright Law and in:ernalionaI Treaties. 17 Unauthorized reproduction or distribution of this AIAO Document,or any portion of it,may result in severe civil and criminal penalties,and will be ! prosecuted to the maximum extent possible under the law.This dowment was produced by AIA software at 10:16.44 PT on I IXR 12019 under Order Nc.0735M5398 which axpies an 0110912020,and Is not tar resale. User Rotas., (1254931157) DoruSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE appropriately licensed design professional,whose signature and seal shall appear on all drawings,calculations, specifications,certifications,Shop Drawings,and other submittals prepared by such professional.Shop Drawings,and other submittals related to the Work,designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect or the Construction Manager.The Owner,the Construction Manager,and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications,and approvals performed or provided by such design professionals,provided the Owner,the Construction Manager,or the Architect have specified to the Contractor the performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10,the Architect or the Construction Manager will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. §3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been perfortned in accordance with the design criteria,the Contractor shall furnish such certifications to the Construction Manager and the Architect at the time and in the form reasonably specified by the Construction Manager or the Architect. §3.13 Use of Site The Contractor shalt confine operations at the site to areas permitted by applicable laws,statutes,ordinances,codes, rules and regulations,lawful orders of public authorities,and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. §3.14 Cutting and Patching §3.94.1 The Contractor shall be responsible for cutting,fitting,or patching required to complete the Work or to make its parts fit together properly.All areas requiring cutting,fitting,or patching shall be restored to the condition existing prior to the cutting,fitting,or patching,unless otherwise required by the Contract Documents. §3.14,2 The Contractor shall not damage or endanger a portion of the Work or frilly or partially completed construction of the Owner or Separate.Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld, delayed or conditioned,The Contractor shall not unreasonably withhold,from the Owner or a Separate Contractor,its consent to cutting or otherwise altering the Work. §3.95 Cleaning Up §3.1 M The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery,and surplus materials from and about the Project. §3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so,and the Owner shall be entitled to reimbursement from the Contractor. §3.16 Access to Work The Contractor shall provide the Owner,Construction Manager,and Architect with reasonable access to the Work in preparation and progress wherever located. §3.17 Royalties,Patents and Copyrights The Contractor shall pay all royalties and license fees as a Cost of the Work.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for defense or loss when a particular design,process,or product of a particular manufacturer or manufacturers is required by the Contract Documents,or where the copyright violations are contained in Drawings,Specifications,or other documents prepared by the Owner or Architect.However,if an infringement of a copyright or patent is discovered by,or made known to,the Contractor,the Contractor shall be responsible for the loss uniess the information is promptly furnished to the Construction Manager and Architect. AIA Document A201' —20117.Copyright 01911,1915.1919,1925,1937,1951.1958,1381,1963,1956,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING.This AIA*1)ocument Is protected by U.S.Copyright Ldvr and Intamational Treaties. 18 Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.Thls document was produced by AIA software at 10:16:44 PT on 11IM2019 under Order No.073654$398 which expires on 0110912020,and is not for resale. User Notes: (1264931167) DocuSign Envelope ID:F3A4D509-9E76-4165-B92F-1255E98$AAEE §3.18 Indemnification §3.18.1 To the fullest extent permitted by Iaw,the Contractor shall defend,indemnify and hold harmless the Owner Construction Manager,and its employees from and against claims,damages,losses,and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work,provided that such claim,damage, loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itself),but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable, regardless of whether or not such claim,damage,lass,or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. Contractor shall not be required to defend, indemnify or hold Architect,other design professionals,consultants or separate contractors harmless hereunder. §3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable,the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation,or benefits payable by or for the Contractor or a Subcontractor under workers'compensation acts, disability benefit acts,or other employee benefit acts. ARTICLE 4 ARCHITECT §4A General §4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. §4.1.2 Duties,responsibilities,and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified,or extended without written consent of the Owner,Construction Manager, Contractor,and Architect.Consent shall not be unreasonably withheld,delayed or conditioned. §4.2 Administration of the Contract §4.2.1 The Architect and Construction Manager will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment.The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. §4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of,or responsibility for the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents. §4.2.3 On the basis of the site visits,the Architect and Construction Manager will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and promptly report to the Owner(1) known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor,and(3)defects and deficiencies observed in the Work The Construction Manger and Architect will not be responsible for the Contractor's failure to perforin the Work in accordance with the requirements of the Contract Documents.The Architect and Construction Manager will not have control over or charge of,and will not be responsible for acts or omissions of,the Contractor,Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. §4.2.4 Communications The Owner,Construction Manager,and Contractor shall include the Architect in all communications that directly affect the Architect's services or professional responsibilities.The Owner shall promptly noti fy the Architect of the substance of any direct communications between the;Owner and the Contractor otherwise relating to the Project.Communications by and with the Architect's consultants shall be through the Architect.Communications by AIA Document A201 w—2017.Copyright 01911,1915,1918,1925,1937,1951,1958,1981.1963,1986,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All Aphis reserved.WARNING:This MAP Document IS protected by US.Copyright t.aw and International Treaties. 19 Unauthorized reproduction u distribution of this AW1 Document,or any partion of it,may result in severe civil and crimin81 penalties,and wi11 be 1 prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 10:15:44 PT on 11/06/2019 under Order No.0135545398 which expires on 0110912020,and Is not for resale. User Notes: (1264931157) DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE and with Subcontractors and suppliers shall be through the Contractor.Communications by and with Separate Contractors shall be through the Owner.The Contract Documents may specify other communication protocols. §U.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. §4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3,whether or not the Work is fabricated,installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,suppliers, their agents or employees,or other persons or entities performing portions of the Work. §4.2.7 The Architect will review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data,and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3,3.5,and 3.12.The Architect's review shall not constitute approval of safety precautions or of any construction means,methods,techniques,sequences,or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §4.2.8 The Architect will prepare Change Orders and Construction Change Directives and may order minor changes in the Work as provided in Section 7.4.The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. §4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion pursuant to Section 9.8,receive and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10. §4.2.10 If the Owner and Architect agree,the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site.The Owner shall notify the Contractor of any change in the duties,responsibilities and limitations of authority of the Project representatives. §4.2.11 The Architect will initially interpret and decide matters concerning performance under,and requirements of, the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §4,2,12 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from,the Contract Documents and will be in writing or in the form of drawings.When making such interpretations and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either,and will not be liable for results of interpretations or decisions rendered in good faith. §4.2.13[NOT USED] §4.2.14 The Architect will review and respond to requests for information about the Contract Documents.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. AIA Document 1A201 n —2017.Copyright b 1911,1915,1918,1925,1937.1951,1955,1961,1953,1986,1970,1978,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIAa' Doc4rYient is protected by U.S.Copyright Law and International Treaties. 20 Unauthorized reproduction or dishibu Hen of this AIA*Document,or any portion of It,may result In severe civil and criminal penalties,and will be f prosecuted to tha maximum extant possible under the law.T4l9 document was produced by AIA software at 10:16:44 PT on 11!0512019 under Order No.0738545398 which expires on 41109120211,and is not for resale. User Notes, (126493i157) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE ARTICLE 5 SUBCONTRACTORS §5.1 llefinitlons §5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.The terra"Subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.The term"Subcontractor'does not include a Separate Contractor or the subcontractors of a Separate Contractor. §5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site.The term"Sub-subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. §5.2 Award of Subcontracts and Other Contracts for Portions of the Work §5.2.1 Unless otherwise stated in the Contract Documents,the Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work,including those who are to furnish materials or equipment fabricated to a special design.Within seven(7)days of receipt of the information,the Architect may notify the Contractor whether the Owner or the Architect(1)has reasonable objection to any such proposed person or entity or(2)requires additional time for review.Failure of the Architect to provide notice within the(seven)7-day period shall constitute notice of no reasonable objection. §5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not be required to contract with anyone to whole the Contractor has made reasonable objection. §5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection.If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum,Contract Time and Guaranteed Maximum Price shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.However, no increase in the Contract Sum,Guaranteed Maximum Price or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. §5.2.4 Except for the reasons beyond Contractor's control,the Contractor shall not substitute a Subcontractor,person, or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. §5.3 Subcontracttral Relations By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities,including the responsibility for safety of the Subcontractor's Work that the Contractor,by these Contract Documents,assumes toward the Owner and Architect_ Each subcontract agreement shall preserve and protect the rights of the Owner and Construction Manager under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights.Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors.The Contractor shall make available to each proposed Subcontractor,prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will be bound. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors.Notwithstanding the foregoing,Subcontractors shall only be required to maintain those limits(and types)of insurance as specified in Exhibit A of the Agreement and in each Subcontractor's subcontract agreement with Contractor. §5.4 Contingent Assignment of Subcontracts §5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor;and .2 assignment is subject to the prior rights of the surety,if any,obligated Under bond relating to the Contract. AIA Document A201"'—2017.Copyright 01911,1915,1916,1925,1937,1951,1958,1961,1963,1966,1970,1978,1987,1997,2007 end 2017 by The Init. American Inslilute of Architects.All rights reserved.WARNING.This AIAs Document is protectad by U.S.Copyright.Law and Internationat Treaties. 21 Unauthorised reproduction or distribution of this AIA*Document,or any portion of it,may result In severe civil and criminal penalties,and will he prosecuted to the maximum extent possible under the law.This document was produced by AlAsofiware at 10:16.44 PT on 1 110 61201 9 under Order No.0736545398 which expires on 0110912020,and Is net for resale. User Notes: (1264931151) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. §55.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. §5.4.3 Upon assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity,the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS §6.1 Owner's Right to Perform Construction and to Award Separate Contracts §6.1.1 The term"Separate Contractor(s)"shall mean other contractors retained by the Owner under separate agreements.The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract,including those,provisions of the Conditions of the Contract related to insurance and waiver of subrogation. §6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. §6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Contractor,who shall cooperate with them.The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules.The Contractor shall make any reasonable revisions to its construction schedule deemed necessary after a joint review and mutual agreement.The construction schedules shall then constitute the schedules to be used by die Contractor,Separate Contractors,and the Owner until subsequently revised. §6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors,the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract,including, without excluding others,those stated in Article 3,this Article 6,and Articles 10,11,and 12. In addition,each Owner separate contractor shall comply with Contractor's safety rules,work hours,and shall be solely responsible for, including the cost thereof,of their own safety,housekeeping/trash off haul,material deliveries/staging and parking. §6.2 Mutual Responsibility §6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. §6.2,2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the Construction Manager and the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work.Failure of the Contractor to notify the Architect of known discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work.The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not known. §6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays,improperly timed activities or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays,improperly timed activities,damage to the Work or defective construction. AIA Document A20116—2017.CopylightO 1911,1915,1918,1925.1937,11351.1M.11961,1963,1966,1970,1976,1987,1987,20137 and 2017 by The Inst. Arnodcen Institute ofArchkeots.All rights resarved.WARNING:This A1Ae Document is protested by U.S.Copyright Law and IntemationaI Treaties. 22 Unauthorized reproduction or distribution of thls AIAe Roeurnent,or any portion of lt,may result In severe civil and criminal penalties,and will be 1 pmseculed to the maximum extent possible under the law.This docum Brit was produced by AIA software at 10:16:44 PT on 11106/2019 under Order No.0730M5398 which expires on 0110912020,and Is not for resale. User Notes: [12649311571 bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-T255E988AAEE §5,2,4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. §6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. §5.3 Owner's Right to Clean Up If dispute arises among the Contractor,Separate Contractors,and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and the Architect will fairly allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK §7,1 General §7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work,subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. §7.1.2 A Change Order shall be based upon agreement among the Owner,Construction Manager,Contractor,and Architect.A Construction Change Directive requires agreement by the Owner,Construction Manager and Architect and may or may not be agreed to by the Contractor.An order for a minor change in the Work may be issued by the Construction Manager or Architect alone. §7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents.The Contractor shall proceed promptly with changes in the Work,unless otherwise provided in the Change Order, Construction Change Directive,or order for a minor change in the Work. §7,2 Change Orders §7.2.1 A Change Order is a written instrument prepared by the Contractor or the Architect and signed by the Owner,or Construction Manager,Contractor,and Architect stating their agreement upon all of the following-. .1 The change in the Work-, .2 The amount of the adjustment,if any,in the Contract Sum and Guaranteed.Maximum Price;and .3 The extent of the adjustment,if any,in the Contract Time. §7.3 Construction Change Directives §7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner, Construction Manager,and Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum,Guaranteed Maximum Price,Contract Time,or any of them.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions,or other revisions,the Contract Sum,Guaranteed Maximum Price and Contract Time being adjusted accordingly. §7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. §7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; 2 Unit prices expressly stated as such in the Contract Documents(if any)or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties,plus the Contractor's Fee set forth in Section 5.1.1 of the Agreement;or .4 As provided in Section 7.3.4. §7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Construction Manager shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including, in case of an increase in the Contract Sura,an amount for overhead and profit as set forth in Section 5.1.1 of the Agreement.In such case,and also under Section 7.3.3.3,the AIA Document A201 Se—2617.Copyright®191 i,1915,1818,1925,1937,1951,T958,T9ii1,7963,1968,1970,1976,WST,1997,2007 and 2017 by Tho Alit. American Institute of Arrhit din.All rights reserved.WARM NG.-This ACAs document is protected by tl_S.Copyright Livv and International Treaties. 23 unauthorTzed reproduction or distribution of this AlAe`Document,or any portion of it,may result in savere civil and Criminal penalties,and will he 1 prosecuted to the maximum extent possible under the law.This document was produced by AJA software al 10:16:44 PT on 1 T106120r9 under4rder No-073654 5398 which expires on 9110912020,and is not far resale. User Notew (1264931457) DocuSign Envelope ID:F3A4D509-9E76-4165-B92F-1255E9B8AAEE Contractor shall keep and present,in such form as the Construction Manager may reasonably prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor,including applicable payroll taxes,fringe benefits required by agreement or custom, workers'compensation insurance,and other employee costs approved by the Architect; .2 Costs of materials,supplies,and equipment,including cost of transportation,whether incorporated or consumed-, .3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance,permit fees,and sales,use,or similar taxes,directly related to the change;and .5 Costs of supervision and field office personnel directly attributable to the change;and .6 Any additional costs allowed by Article 7 of the Agreement. 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time,the Contractor may make a Claim in accordance with applicable provisions of Article 15. §7.3.5 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the Work involved and advise the Construction Manager ofthe Contractor's agreement or disagreement with the method, if any,provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum, Guaranteed Maximum Price or Contract Time of any of therm- §7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum,Guaranteed Maximum Price and Contract Time or the method for determining them.Such agreement shall be effective immediately and shall be recorded as a Change Order. §7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Construction Manager.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any,with respect to that change. §7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment.The Construction Manager will make an interim determination for purposes of monthly certification for payment for those costs and ccr*for payment the amount that the Architect determines,in the Architect's professional judgment,to be reasonably justified.The Architect's interim determination of cost shall adjust the Contract Sum and Guaranteed Maximum Price on the same basis as a Change Order,subject to the right ofeither party to disagree and assert a Claim in accordance with Article 15. §7.3.1 d When the Owner and Contractor agree with a determination made by time Architect concerning the adjustments in the Contract Sum,Guaranteed Maximum Price and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Architect will prepare a Change Order,Change Orders may be issued for all or any part of a Construction Change Directive. §7.4 Minor Changes In the Work The Construction Manager or Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum,Guaranteed Maximum Price or an extension of the Contract Time.The Architect's Construction Manager's order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Construction Manager and Architect and shall not proceed to implement the change in the Work.If the Contractor performs the Work set forth in the Construction Manager's or Architect's order for a minor change without prior notice to the Construction Manager and the Architect that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. AIA Document ATOS"' 2017,Copyright 01911,1815,1918,1925,1937,1951,1958,1961,1963,1988.1970,1878,18137,1997,21307 and 2017 by The Init. Amerman Instituto of Architects.All rights reserved,WARNING:This AIAe pacument is protected by U.S.Copyright Law and International Treaties, 24 Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be 1 prosecuted to the maximum extent possible under the law.This document was produced by AJA software at 10:16;44 PT on 1110612019 under Order No.0736545398 which expires on 011=020,and is not for resale. User Notes., (1284931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE ARTICLE 8 TIME §8.1 Definitions §8.7.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. §8.1.2 The date of commencement of the Work is the date established in the Agreement. §8.1.3 The date of Substantial Completion is the date certified by the Construction Manager in accordance with Section 9.8. §8.1.4 The germ"day"as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. §8.2 Progress and Completion §8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement, the Contractor confirms that the Contract Time,subject to adjustments as provided for in the Contract Documents,is a reasonable period for performing the Work. §8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. §8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time,subject to adjustments as provided for in the Contract Documents. §8.3 Delays and Extensions of Time §8.3.1 If the Contractor is delayed during the progress of the Work not through its own fault by an event or events enumerated below,and such delay causes an actual delay to the Work's then current critical path,and provided the Contractor provides notice of such delay within 10 days after the occurrence of such delay(hereinafter"Excusable Delay").the contractor shall be entitled to an extension to the Contract Time for each day of Excusable Delay due to: 1)Acts of God;2)Fire or other casualty;3)Domestic material delivery delays;4)Labor related disputes that impact productivity not caused by Contractor's conduct;5)Inclement weather less than or equal to the number of days set forth in Section 5.16 of the Agreement;or 6)Other causes reasonably determined to have been beyond the control of Contractor. (Paragraph deleted) §8.3.2 If the Contractor is delayed during the progress of the Work not through its own fault by an event or events enumerated below,and such delay causes an actual delay to the Work's then current critical path,and provided the Contractor provides notice of such delay within 10 days after the occurrence of such delay(hereinafter"Compensable Delay"),the Contractor shall be entitled to reasonable compensation,in addition to an extension ofthe Contract Time, for each day of Compensable Delay limited to Contractor's increased Costs of the Work due to the days of Compensable Delay,not to exceed$5,800 per day of Compensable Delay(hereinafter"Compensation").Subject to the provisions herein,the following events shall entitle the Contractor to Compensation and for a commensurate increase to the Contract Sum and Guaranteed Maximum Price: 1)acts or omissions by Owner or its Consultants, including the Construction Manager,Architect,inspectors or its other agents;2)Work by others not the responsibility of the Contractor;3)Rain and weather impacts greater than the number of such days set forth in Section 5.1.6 of the Agreement;4)Foreign material deliveries or defects in foreign material;and 5)Action or inaction by utility, governmental or quasi-governmental bodies. §8.3.3 Claims relating to time shall be made in accordance with applicable provisions of Article 15. §8.3A This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION §9.7 Contract Burn §9.1.1 The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. AIA Document A2011°'—2017.Copyright 01911,1915,1918,1925,1937,1951,1958,1961,1983,19afi,1$70,1978,1987,1997,21767 and 2017 by The— Init. American Institute of Arthus.All rights reserved.WARNING;This AIA* Document is protected by U.S.Copyri ry ht Laand International Treaties. 25 Unauthorized reproduction or distribution of this AIAa Document,or any portion of it,may re suit in severe civil and criminal penalties,and will he J pros Etculcd to the maximum extent possihle unde r the law.Tta documant was produced by AIA software at 10:16:44 PT on 11/0612019 under Order NoM36545399 which expires an 0110912920,and is not for resale. User Notes: (9264931157) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §9.1.2 If unit prices are expressly stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted §9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit a schedule of values to the Architect before the first Application for Payment,allocating the entire Contract Sum to the various portions of the Work.The schedule of values shall be prepared in tlae form,and supported by the data to substantiate its accuracy,reasonably required by the Architect.This schedule,unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment.Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require,and unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment.The schedule of the values shall not constitute,or be construed as,a line item Guaranteed Maximum Price. Contractor shall not be required to provide a cost loaded schedule. §9.3 Applicatlons for Payment §9.3.1 At least ten days before the date established for each progress payment,the Contractor shah submit to the Construction Manager an itemized Application for Payment prepared in accordance with the schedule of values,if required under Section 9.2,for completed portions of the Work.The application shall be notarized,if required,and supported by all data substantiating the Contractor's right to payment that the Owner,Construction Manager,or Architect reasonably require,such as copies of requisitions,and releases and waivers of liens from Subcontractors and suppliers,and sWI reflect retainage if provided for in the Contract Documents. §9.3.1.1 As provided in Section 7.3.9,such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,but not yet included in Change Orders. §9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. §9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work.If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures reasonably satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage,and transportation to the site,for such materials and equipment stored off the site. §9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the gest of the Contractor's knowledge,information,and belief,be free and clear of liens,claims,security interests,or encumbrances,in favor of the Contractor,Subcontractors,suppliers,or other persons or entities that provided labor, materials,and equipment relating to the Work. §9.4 Certificates for Payment §9.4.9 The Construction Manager will,within seven days after receipt of the Contractor's Application for Payment, either(1)issue to the Owner a Certificate for Payment in the full amount of the Application for Payment,with a copy to the Contractor;or(2)issue to the Owner a Certificate for Payment for such amount as the Construction Manager determines is properly due,and notify the Contractor and Owner of the Construction Manager's reasons for withholding certification in part as provided in Section 9.5.1;or(3)withhold certification of the entire Application for Payment,and notify the Contractor and Owner of the Architect's Construction Manager's reason for withholding certification in whole as provided in Section 9.5.1. AIA Document A20i T"—2017.Copyright O 1911,1915,1918,1925,1937.1981,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 20]7 by The Init. American Insillule of Architects-All rights reserved.WARNING:This AIAa ❑ocu.r.emt is protected by U.S.Copyright.Law and International Treaties. 26 Unauthorized reproduction or distribution of this AIAe document,or any portion of it,may result in severe civil and crirninal penalties.and will be 1 prosecuted to the maxim.,m extent possible under the law.This document was produced by AIA software at 10.16:44 PT on 11/0612019 under Order No.0736545398 which expires on 0110912020,and Is not for resale. user Notes: (1294931157) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §9.4.2 The issuance of Certificate for Payment will constitute a representation by the Architect to the Owner,based an the Architect's evaluation of the Work and the data in the Application for Payment,that,to the best of the Architect's knowledge,information,and belief,the Work has progressed to the point indicated,the quality of the Work is in accordance with the Contract Documents,and that the Contractor is entitled to payment in the amount certified.The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion,and to specific qualifications expressed by the Architect. However,the issuance of Certificate for Payment will not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work;(2)reviewed construction means,methods,techniques,sequences,or procedures;(3)reviewed copies of requisitions received from Subcontractors and suppliers and other data requested lay the Owner to substantiate the Contractor's right to payment; or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §9.5 Decisions to Withhold Certification §9.5.1 The Construction Manager may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Construction Manager's opinion the representations to the Owner required by Section 9.4.2 cannot be made.If the Construction Manager is unable to certify payment in the amount of the Application,the Construction Manager will notify the Contractor and Owner as provided in Section 9A.1.If the Contractor and Construction Manager cannot agree on a revised amount,the Architect will promptly issue a Certificate for Payment for the amount far which the Architect Construction Manager is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's good faith opinion to protect the Owner from loss for which the Contractor is responsible,including loss resulting from acts and omissions described in Section 3.3.2,because of .1 defective Work not remedied; .2 third parry claims filed or reasonable evidence indicating probable filing of such claims,unless security reasonably acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor,materials or equipment, .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or .7 repeated failure to carry out the:Work in accordance with the Contract Documents- §9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1,in whole or in part,that party may submit a Claim in accordance with Article 15. §9.5.3 When the reasons for withholding certification are removed,certification will be trade for amounts previously withheld.All non-disputed amounts shall be paid to the Contractor within the time requirements of the Contract Documents. In no event will Owner withhold more than 150%of any disputed amount or of the amount reasonably necessary to correct or address the reason for withholding. §9.5.4Ifthe Construction Manager withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option,issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. §9.6 Progress Payments §9.6.1 After the Construction Manager has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Construction Manager Architect. §9.5.2 The Contractor shall pay each Subcontractor,no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to the AIA Documant A201T"—2017.Copyright C 1911,1915,1918,1925,1937,1951,1958.1961.1963,1965.1970.1976,1987,1997,7007 and 2017 by The lnit. American Institute of Architects.All rights reserved.WARNING:This AIAs document Is protected by U.S.Copyright Law and International Treaties. 27 Unauthorized reproduction or distribution of this A1Ae Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted io the max imum exter.t possible under the law.This document was produced by AIA software at 10:16:44 PT on 11/06/2019 under Order No.0736545398 which expires on 0110912020,and Is not for resale. User Notes: (1264931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor on account of the Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. §9.5.3 The Construction Manager will,on request,furnish to a Subcontractor,if practicable,information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. §9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers'amounts paid by the Owner to the Contractor for subcontracted Work.If the Contractor fails to famish such evidence within seven days,the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay,or to see to the payment of money to,a Subcontractor or supplier,except as may otherwise be required by law. §9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. §9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. §9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials,or both, under contract with the Contractor for which payment was made by the Owner.Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor,create any fiduciary liability or tort liability on the part of the Contractor for breach of trust,or entitle any person or entity to an award of punitive damages against the Contractor for broach of the requirements of this provision. §9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall defend and indemnify the Owner from all loss, liability,damage or expense,including reasonable attomey's fees and litigation expenses,arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor. Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. §9.7 Failure of Payment If the Construction Manager does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days'notice to the Owner and Architect, stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum and Guaranteed Maximum Price shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start-tap,plus interest as provided for in the Contract Documents. §9.8 Substantial Completion §9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. §9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately, is substantially complete,the Contractor shall prepare and submit to the Construction Manager a comprehensive list of items to be completed or corrected prior to final payment.Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. §9.8.3 Upon receipt of the Contractor's list,the Construction Manager will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Construction Manager's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended AIA Document A201 TM—2017.eopyrighl 01911,1915,1918,1925,19037,1951,1958.1961.1963,1M.1970,197&,f 987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved,WARNING:This AIA0 Document Is protected by U.S.Copyright Law and international Treaties. 28 Unauthorized reproduction or distribution of this AIA'Docurrment,or any portion of it,may result in severe civil and criminal penalties,and will be 1 pro secuted to the maxim a rn extent possible under the law.This document was produced by AIA softeare at 10:16:94 PT on 11106=19 under Order No.0736545398 which expires on 0110912020,and Is not for resale. User Notes: (12$4931157) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE use,the Contractor shall,before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the.In such case,the Contractor shall then submit a request for another inspection by the Construction Manager to determine Substantial Completion. §5.11A When the Work or designated portion thereof is substantially complete,the Construction Manager will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion;establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance;and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. §9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate.Upon such acceptance,and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof.Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. §9.9 Partial Occupancy or Use §9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project_Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,retainage,if any,security,maintenance, heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Construction Manager as provided under Section 9.8.2.Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or,if no agreement is reached,by decision of the Architect_ §9.9.2 Immediately prior to such partial occupancy or use,the Owner,Construction Manager,Contractor,and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. §9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. §9.10 Final Completion and Final Payment §9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Construction Manager will promptly make such inspection.When the Construction Manager finds the Work acceptable under the Contract Documents and the Contract fully performed,the Construction Manager will promptly issue a final Certificate for Payment stating that to the best of the Construction Manager's knowledge,information and belief,and on the basis of the Construction Manager's on-site visits and inspections,the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable.The Construction Manager's final Certificate for Payment will constitute a farther representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. §9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Construction Manager(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect,(3)a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety,if any,to final payment, (5)documentation of any special warranties,such as manufacturers'warranties or specific Subcontractor warranties,and(h)if required by the Owner,other reasonably required data establishing payment or satisfaction of obligations,such as receipts and releases and waivers of liens, claims,security interests,or encumbrances arising out of the Contract,to the extent and in such four;as may be AIA Document A2011—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1851,1963,1988,1971!,1975,4987,1997,2007 and 2017 by The Init. American Institute or Architects.All rights reserved,WARNING:This AIA' Document is proteeted by U.S.Copyright Law and international Treaties. 29 Unauthorized reproduction or distribution of this AIAe Doc umenE or any portion of it,may result in severe civil and criminal penalties,and will be i prose cutad to the maximum exton I possibly under the lave.This document was produced by AKsottware at 10:18:44 PT on 11/0612019 under Order No.073W5398 which expires on 01105!2020,and is not for resete. War Notes: (1264931157) DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE designated by the Owner.If Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien,claim,security interest,or encumbrance.If a lien,claim,security interest,or encumbrance remains unsatisfied after payments are trade,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien,claim,security interest,or encumbrance,including all costs and reasonable attorneys'fees.Contractor's obligations hereunder w i th respect to liens shall not apply if the Owner's breach of any payment obligations under the Contract Documents has resulted in such lien. §3.10.3 If,after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion,and the Construction Manager so confirms, the Owner shall,upon application by the Contractor and certification by the Construction Manager,and without terminating the Contract,make payment of the balance due for that portion of the Work fully completed,corrected, and accepted.Ifthe remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of the surety to payment ofthe balance due for that portion of the Work fatly completed and accepted shall be submitted by the Contractor to the Construction Manager prior to certification of such payment.Such payment shall be made under terms and conditions governing final payment,except that it shall not constitute a waiver of Claims. §9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens,Claims,security interests,or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents;or .4 audits perforated by the Owner,if permitted by the Contract Documents,after final payment. §9.10.5 Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment- ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY §10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating,maintaining,and supervising all safety precautions and programs in connection with the performance of the Contract. §10.2 Safety of Persons and Property §10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury,or loss to .1 employees on the Work and other persons who may be affected.thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody,or control of the Contractor,a Subcontractor,or a Sub-subcontractor;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures,and utilities not designated for removal,relocation,or replacement in the course of construction. §10.2.2 The Contractor shall comply with,and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities,bearing on safety of persons or property or their protection from damage,injury,or loss. §10.2.3 The Contractor shall implement,erect,and maintain,as required by existing conditions and performance of the Contract,reasonable safeguards for safety and protection,including posting danger signs and other wamings against haaards;promulgating safety regulations;and notifying the owners and users of adjacent sites and utilities of the safeguards. §14.2.4 When use or storage of explosives or other hazardous materials or equipment,or unusual methods are necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. AIA Document A2011—2017.Copyright®1911,1815,1818,1'926.1937, 1951.1958.1961.1963,7966,1970,1976.1887,1997,2007 and 21117 by The Init. American Institute of Architects_Att rights reserved.WARNING.This AIAe Decurrent is protected by U.S.Copyright Law and International Treaties. 30 Unaurhorized reproduction or distribution of this AIAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be 1 proserurtcd to the maximum extent possible under the law.This doraxnentwas produced by AIA software at 70:16:44 PT on 11/0612419 under0rder No.0736545398 which expires an 0110912020,and is not for resets. User Notes: (1264931157) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss required to be insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3.The Contractor may make a Claim for the cost to remedy the damage or loss(1)to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable and(2)for damage or loss required to be insured by Owner under Contract Documents-The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. §10.2.8 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner,Construction Manager,and Architect. §10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. §101.8 Injury or Damage to Person or Property If either party su ffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,notice of the injury or damage,whether or not insured,shall be given to the other party within a reasonable time not exceeding 21 days after discovery.The notice shall provide sufficient detail to enable the other party to investigate the matter. §10.3 Hazardous Materials and Substances §10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl(PCB),encountered on the site by the Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner,Construction Manager,and Architect of the condition. §10.3.2 Upon receipt of the Contractor's notice,the Owner shall obtain and pay for the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless-Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either the Contractor or Architect has an objection to a person or entity proposed by the Owner,the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner,Construction Manager,and Contractor.By Change Order,the Contract Time shall be extended appropriately,and the Contract Sum and Guaranteed Maximum Price shall be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. §10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims, damages,Iosses,and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself),except to the extent that such damage,loss,or expense is due to the fault or negligence of the party seeking indemnity- §14.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.The Owner AIA Document A201I—2017.Copyright O 1411,1915,1918,1925,1887.19$1.1958,1961.1983,1966,19T0,i9T$,1987,1997,2007 and 2017 by The Inst. American Institute of Arch flects.All rights mesarvad.WARNING;Th Is AIAe Document Is protected by U.S.Copyright Law and Intemallonal Treaties. 31 Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be I prosecuted to the M zxi-nuM exirni possible under the law.This document was produced by AIA software at 10:16:44 PT on 1110612019 under Order No.0736546398 which expires an 0110912020,and is not for resale. User Notes: (1284931157) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE shall be responsible for hazardous materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. §10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs(1)for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles,or(2)where the Contractor fails to perform its obligations under Section 10.3.1,except to the extent that the cost and expense are due to the Owner's fault or negligence. §10.3.6 If,without negligence on the part of the Contractor,the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance by reason of performing Work as required by the Contract Documents,the Owner shall reimburse the Contractor for all cost and expense thereby incurred. §10.4 Emergencies In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury,or loss.Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS §11.1 Contractor's Insurance and Bonds §19.1.1 The Contractor shalt purchase and maintain insurance of the types and limits of liability,containing the endorsements,and subject to the terms and conditions,as described in the Agreement or elsewhere in the Contract Documents.The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located.The Owner shall be named as an additional insured under the Contractor's commercial general liability policy,including any excess or umbrella policy,or as otherwise described in the Contract Documents. §11.1.2 The Contractor shall provide surety bonds,as an addition to the Cost of Work and Guaranteed Maximum Price of the types,for such penal sums,and subject to such terms and conditions(if any)as expressly required by the Contract Documents.The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. §11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. §11.1.4 Notice of Cancellation or Expiratfon of Contractor's Required Insurance.Within three(3)business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents,the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration.Upon receipt ofnotice from the Contractor,the Owner shall,unless the lapse in coverage arises from an act or omission of the Owner,have the right to stop the Werk until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor.The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. §11.2 Owner's Insurance §11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability,containing the endorsements,and subject to the terms and conditions,as described in the Agreement or elsewhere in the Contract Documents.The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies Iawfully authorized to issue insurance in the jurisdiction where the Project is located. §11.2.2 Failure to purchase Required Property Insurance.If the Owner fails to purchase and maintain the required property insurance,with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents,the Owner shall inform the Contractor in writing prior to commencement of the Work.Upon receipt of notice from the Owner,the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor,Subcontractors,and Sub-Subcontractors in the Work.When the failure to provide coverage has been cured or resolved,the Contract Sum,Guaranteed Maximum Price and Contract Time shall be equitably adjusted.In the event the Owner fails to procure coverage,the Owner waives all rights against the Contractor,Subcontractors,and Sub-subcontractors to the extent the loss to the Owner would have been covered by AIA Document A201" —2017.Copyright 01911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,19T0,1967,1997,2007 mid 7517 by The Wt. American Institute v1 ArOAects.All rights reserved.WARNING:Tris AIAe Document is protected by U.S.copyright taw and International Treaties. 32 Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may result In severe civil and criminal penalties,and will be f prosecuted to the maximum extent passible under the law.This document was produced by AIA software at 10:16:44 PT on 11IM019under Order No.07315W398 wtrch expires on 01109I202O,and Is not for resale. User Notes: (Q649311 157) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE the insurance to have been procured by the Owner.The cost of the insurance shall be charged to the Owner by a Change Order.Ifthe Owner does not provide written notice,and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance,the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. §11.2.3 Notice of Cancellation or Expiration of Owner's Required property Insurance.Within three(3)business days of the elate the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents,the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration.Unless the lapse in coverage arises from an act or omission of the Contractor:(1)the Contractor,upon receipt of notice from the Owner,shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor;(2)the Contract Time, Contract Sum and Guaranteed Maximum Price shall be equitably adjusted;and(3)the Owner waives all rights against the Contractor,Subcontractors,and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled.If the Contractor purchases replacement coverage,the cost of the insurance shall be charged to the Owner by an appropriate Change Order.The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. §11.3 Waivers of Subrogation §11.3.1 The Owner and Contractor waive all rights against(1)each other and any of their subcontractors, sub subcontractors,agents,and employees,each of the other;(2)the Construction Manager;(3)the Architect and Architect's consultants;and(4)Separate Contractors,if any,and any of their subcontractors,sub-subcontractors, agents,and employees,for damages caused by fire,or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance.The Owner or Contractor,as appropriate,shall require similar written waivers in favor of the individuals and entities identified above from the Construction Manager,Architect,Architect's consultants,Separate Contractors,subcontractors,and sub-subcontractors.The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation.This waiver of subrogation shall be effective as to a person or entity(1)even though that person or entity would otherwise have a duty of indemnification,contractual or otherwise,(2)even though that person or entity did not pay the insurance premium directly or indirectly,or(3)whether or not the person or entity had an insurable interest in the damaged property. §11.3.2 If during the Project construction period the Owner insures properties,real or personal or bath,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period,to the extent permissible by such policies,the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. §IIA Loss of Use,Business Interruption,and Delay in Completion insurance The Owner,at the Owner's option,may purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property,or the inability to conduct normal operations,due to fire or other causes of loss.The Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner's property,due to fire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss §111.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds,as their interests may appear,subject to requirements of any applicable mortgagee clause and of Section 11.5.2.The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner,and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. §11.5.2 Prior to settlement of an insured toss,the Owner shall notify the Contractor of the terns of the proposed settlement as well as the proposed allocation of the insurance proceeds.The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds.If the Contractor does not object,the Owner shall settle the Ioss and the Contractor shall be bound by the settlement and allocation.Upon receipt,the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions.'Thereafter,if no AIA Document A201 r"—201T.Copyright 01911,1915,1918,1925,1937,1951,1958,1881.1963,7968,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved,WARNING-,This AIAe Document is protec led by U.S.copyright Law and Intemational Trealias. 33 Unauthorfxed raproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be 1 prosecuted to the maximum extent possible under Ilse law.This document was produced by AIA software at 90:16.44 AT on 11AWO19 under Order No.0736545398 which expires on 0110912020,and is not for resale. User Nates: (1264931157) DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE other agreement is made or the Owner does not terminate the Contract for convenience,the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose.If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to settle the insured loss,and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15.Pending resolution of any dispute,the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING ANC CORRECTION OF WORK §'12.1 Uncovering of Work §'12.1.'1 If a portion of the Work is covered contrary to the Construction Manager or Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Construction Manager and Architect,be uncovered for the Construction Manager and Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. §12.1.2 If a portion of the Work has been covered that the Construction Manager has not specifically requested to examine prior to its being covered,the Construction Manager may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to the Contract Sum, Contract Time and Guaranteed Maximum Price as may be appropriate.If such Work is not in accordance with the Contract Documents,the costs of uncovering the Work,and the cost of correction,shall be at the Contractor's expense. §12.2 Correction of Work §12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Construction Manager or Architect or failing to conform to the requirements of the Contract Documents,discovered before Substantial Completion and whether or not Fabricated,installed or completed.Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and reasonable compensation for the Architect's and Construction Manager's services and expenses made necessary thereby,shall be at the Contractor's expense. §12.2.2 After Substantial Completion §12.2.2.1 In addition to the Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of any applicable special warranty required by the Contract Documents,any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of notice from the Owner to do so,unless the Owner has previously given the Contractor a written acceptance of such condition.The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require corrcction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner,Construction Manager,or Architect,the Owner may correct it in accordance with Section 2.5. §12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. §12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. §12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. §12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors,whether completed or partially completed,caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. AIA Document A201 m—2017.Copyright O f 911,119115,11918,1192S,1937.119511,1195%1881,19&3,1966.1970,1976.1987,1997,2007 and 2017 by The lnik American institute of Architects.All rights reserved,WARNING:This AIA4'Document is protected by U.S.copyright tarn and Ir!ernationaI Treaties. 34 unauthorized reproduction or distribution of this AIA*Document,or any portion of it,may result in severe civii acid criminal penalties,and will be 1 prosecuted to the maximum extent possible under rhe law.This document was produced by AIA saftwate at 10:16:44 PT on 1110612019 under Order No.07 36 54 5398 which expires an 0110912020,and is not for resale. UserNotee: (12649311571 DocuSign Envelope ID' F3A4D5o9-9E76-4165-B92F-1255E988AAEE §12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be comrnenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. §12.3 Acceptance of('Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as appropriate and equitable.Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS §13.1 Governing Law The Contract shall be governed by the law of the State of California. §13.2 Successors and Assigns §13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors,assigns,and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 13,2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,ifthe lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate the assignment. §13,3 Rights and Remedies §13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights,and remedies otherwise imposed or available by law. §13.3.2 No action or failure to act by the Owner,Construction Manager,Architect,or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder,except as may be specifically agreed upon in writing. §13.4 Tests and Inspections §13.41 Tests,inspections,and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws,statutes,ordinances,codes,rules,and regulations or lawful orders of public authorities.Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections,and approvals with an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public authority. The Owner shall bear all related costs of tests,inspections,and approvals,as a Cost of the Work.The Contractor shall give the Construction Manager and Architect timely notice of when and where tests and inspections are to be made so that the Construction Manager or Architect may be present for such procedures.The Owner shall bear costs of tests,inspections,or approvals that do not become requirements until after bids are received or negotiations concluded.The Owner shall directly arrange and pay for tests,inspections,or approvals where building codes or applicable laws or regulations so require. §13.4.2 If the Construction Manager,Architect,Owner,or public authorities having jurisdiction determine that portions of the Work require additional testing,inspection,or approval not included under Section 13.4.1,the Construction Manager or Architect will,upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection,or approval,by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Construction Manager and Architect of when and where tests and inspections are to be trade so that the Construction Manager and Architect may be present for such procedures.Such costs,except as provided in Section 13.4.3,shall be at the Owner's expense. AIA D*cument A201°"—2017.Copyright E11911,1915,1918.1925,1937,1951.1958,1961,1963,1966.1970,1876.1987.1997,2007 and 2017 by The [nit. American Institute of Architects.Alt rights reserved.WARNING:This AIAB pocumenI is protected by U.S.Copyright Law and International Treaties. 35 Unauthorized reproduction or distribution of this AIAe Document,or any portion of ii,tray result in severe civil and crlmlnal penalties,and will be 1 prosecuted to the rnaximunl extant possible under the law-This doeurnentwas produced by ALA software at 10:16:44 PT on 11/06/2019 under Order No.0736545398 which exptres on 0110912020,and Is not for resale. Cher Hotel (1264931157) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §13.4,3 If procedures for testing,inspection,or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work m comply with requirements established by the Contract Documents,ail costs made necessary by such failure,ineluding those of repeated procedures and compensation for the Architect's services and expenses,shall be at the Contractor's expense. §13.4.4 Required certificates of testing,inspection,or approval shall,unless otherwise required by the Contract Documents,be secured by the Contractor and promptly delivered to the Construction Manager,Owner and Architect- This shall include testing and certification of compliance with AE-244 prior to final acceptance of the Work. §13.4.5 If the Architect or Construction Manager is to observe tests,inspections,or approvals required by the Contract Documents,the Construction Manager and Architect will do so promptly and,where practicable,at the normal place of testing. §13.4.5 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. §13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or,in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. §13.6 Publicity The Contractor,its Subcontractors,and its Suppliers shall not use in advertising,publicity,or otherwise,including in any form on the intemet,the name of the Owner,including any of its subsidiaries,or any trademark,trade name, services mark,symbol,or any abbreviation or contraction thereof owned by or referring to Owner without the prior, express,written consent of the Owner,which may be withheld or withdrawn iru Owner's absolute discretion.This restriction shall not apply for such internal purposes which relate to the fulfillment of the Contractor's obligations under this Agreement. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT §14.1 Termination by the Contractor 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities.performing portions of the Work,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Worts to be stopped; .2 An act of government,such as a declaration of national emergency,that requires all Work to be stopped; .3 Because the Construction Manager has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents;or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. §14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work, repeated suspensions,delays,or interruptions of the entire Work by the Owner as described in Section 14.3,constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. §14.1.3 if one of the reasons described in Section 14.1.1 or 14.L2 exists,the Contractor may,upon seven days'notice to the Owner,Construction Manager,and Architect,terminate the Contract and recover from the Owner payment for Work executed,as well as Contractor's Fee on such work,and costs incurred by reason of such termination. §14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor,a Subcontractor,a Su"ubcontractor,or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents AIA t7ocument A201 n`—2017.Copyrlghl O 1911,1915,1918,19F5,1837,T951,T95a,1981,1983,1966,1970,1976,1987,7997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIAP Documant is protected by U.S.Copyright Law and International Treaties. 36 Unauthorized reproduction or distribution of this AIAa Document,or any portion of it,may result in severe civil and crlminaI penalties,and will be t prosecuted to the maximum extent possible undcrtha law.This docurnenI was produced by AIA software at 10:16:44 PT on 11106f2419under Order No.0735545398 which expires an 0110912024,and is not for resale. User Rotas, (1264931157) bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days'notice to the Owner,Construction Manager,and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. §14.2 Termination by the Owner for Cause §14.2.1 The Owner may terminate the Contract if the Contractor ,1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or Suppliers; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority;or .4 otherwise is guilty of substantial breach of a material provision of the Contract Documents. §14.2.2 When any of the reasons described in Section 14.2.1 exist,and upon certification by the Construction Manager that sufficient cause exists to justify such action,the Owner may,after seven(7)days written notice,and a reasonable opportunity to cure,and without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven{7)days'notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials,thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4;and .3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. §14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished,unless Owner abandons the Project. §14.2.4 If the unpaid balance of the Contract Sum exceeds the reasonable cost of finishing the Work,including reasonable compensation for the Construction Manager's and Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance,the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker, upon application,and this obligation for payment shall survive termination of the Contract. §14.3 Suspension by the Owner for Convenlence §94.3.1 The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work,in whole or in part for such period of time as the Owner may determine. §14.3.2 The Contract Sum,Guaranteed Maximum Price and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay,or interruption under Section 14.3.1.Adjustment of the Contract Sum and Guaranteed Maximum Price shall include profit.No adjustment shall be made to the extent .1 that performance is,was,or would have been,so suspended,delayed,or interrupted,by another cause for which the Contractor is responsible;or .2 that an equitable adjustment is made or denied under another provision of the Contract. §14A Termination by the Owner for Convenience §101.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. §14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. AIA Pacutnent A201 m—2017.Copy4ght O 1911,1915,1918,1925,1937.1951.1058,1961,JIM.1966,1970,1976,1987.1997,2007 end 2017 by The [nit American Institute of Architects.All rights reserved.WARNING-This AIAB Document is protected by U.S.Copyright taw and International Treaties. 37 tlnevlhorixed reproduction or distribution of this AIAe vocument,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent puss I bie under the law,This document was produced by AIA software at 14:16:44 PT on 11/0612[.119 under Order No.0736W398 which expires on 01109!2920,and is not for resale. User Notes: (1264931157) DocuSign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed;costs incurred by reason of the termination,including Contractor's Fee on the Work not executed, costs attributable to termination of Subcontracts;and the termination fee,if any,set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES §15.1 Claims §15.1.1 Definition A Claims is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,a change in the Contract Time,or other relief with respect to the terns of the Contract.The term"Claim"also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the parry making the Claim.This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. §15.1.2 TIme Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract,whether in contract,tort,breach of warranty or otherwise,in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15,1.2. §15.1.3 Notice of Claims §15.1.3.1 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to file Architect,if the Architect is not serving as the Initial Decision Maker.Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giv=ing rise to the Claim,whichever is later. §15,1.3.2 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12,2.2,shall be initiated by notice to the other party_In such event,no decision by the Initial Decision Maker is required. §15.1.4 Continuing Contract Performance §15.1.4.4 Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7 and Article 14,the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. §15.'1:4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision,subject to the right of either party to proceed in accordance with this Article 15.'Me Construction Manager will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. §15.1.5 Claims forAddltional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum and/or the Guaranteed Maximum Price, notice as provided in Section 15.13 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim.Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 14.4. §15.1.6 Claims for Additional Time §15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,notice as provided in Section 15.1.3 shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.In the case of a continuing delay,only one Claim is necessary. §15.1.8.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,and had an adverse effect on the scheduled construction. AIA Document A201 w—2017.Copyright 01911,1915,191$,1925.1937,i 9S#,1958,1981,1983,7986,1970,1975,1987,1997,2007 and 2017 by The Inst. American instltuis of Architects.All rights reserved.WARNING-This AW Document is pratociad by U.S.Copyright Law and International Treaties. 38 Unauthorized reproduction or distribution of ibis AIAd Document,or any portion of it,may result in severe civil and criminal penalties,and will be l prosecuted to tha maximum extent possible under the law.This document was produced by ALA software at 10,16:44 PT on 11!0812019 under Order No.0736545398 which expires on 0110$!2020,and is not ror resale. User Notes: (126493115T) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE §15.1.7 Waiver of Claims for Consequential damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract.This mutual waiver includes,without limitation, .1 damages incurred by the Owner for rental expenses,for losses of use,income,profit,financing, business and reputation,and for loss of management or a rnployee productivity or of the services of such persons;and 2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there(except as expressly permitted by Article 7.2 of the Agreement),for losses of financing,business and reputation,and for loss of profit,except anticipated profit arising directly from the Work. This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with Article I4.Nothing contained in this Section 15.1,7 shall be deemed to preclude assessment of liquidated damages,when applicable,in accordance with the requirements of the Contract Documents. §15.2 Initial Decision §15.2.1 Claims,excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4,and 11.5,shall be referred to the Initial Decision Maker for initial decision.The Construction Manager will serve as the Initial Decision Maker,unless otherwise indicated in the Agreement.Except for those Claims excluded by this Section 15.2.1,an initial decision shall be required as a condition precedent to mediation of any Claim.If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker,the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered.Unless the Initial Decision Maker and all affected parties agree,the Initial Recision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. §15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions:(1)request additional supporting data from the claimant or a response with supporting data from the other party,(2)reject the Claim in whole or in part,(3)approve the Claim,(4)suggest a compromise,or(5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim. §15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering it decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. §15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of the request,and shall either(1)provide a response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished,or(3)advise the Initial Decision Maker that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Initial Recision Maker wiII either reject or approve the Claim in whole or in part. §15.2.5 The Initial Decision Maker will render au initial decision approving or rejecting the Claim,or indicating that the Initial Decision Maker is unable to resolve the Claim.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect,if the Architect is not serving as the Initial Decision Maker,of any change in the Contract Sum or Contract Time or both.The initial decision shall be final and binding on the parties but subject to mediation and,if the parties fail to resolve their dispute through mediation,to binding dispute resolution. §15.2.11 Either party may file for mediation of an initial decision at any time,subject to the terms of Section 15.2.6.1- §15.2.6.1 Either party may,within 30 days from the date of receipt of an initial decision,demand in writing that the other party file for mediation.If such a demand is made and the party receiving the demand fails to file for mediation AIA Document A201 rr—2017.Copyright CI 1911,1915,1918,1925,1937,1951,1458,1851,1983,1968,1970,1976,1987,1997,2x67 and 2017 by The lett• Amerkan 1nafilula of Architects.All rights reserved.WARNING:This AIA" Document is protected by D.S.Copyright Law and Intemational Treaties. 39 Unauthorized reproduction or distribution of this AIAP Document,or arty portion of it,may result in severe Civil and criminal penalties,and will be Prosecuted to the maximum extent posslbie Under the law.This document was produced by AIA software at 10:16:44 PT an 1IM2019 under r)rder No.073WA539a which expires an 61!0912020,and Is not for resale. User Notes: (1264831157) Docu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE within 30 days after receipt thereof,then both parties waive their rights to mediate or pursue minding dispute resolution proceedings with respect to the initial decision. §15.2.7 In the event of a Claim against the Contractor,the Owner may,but is not obligated to,notify the surety,if any, of the nature and amount of the Claim.If the Claim relates to a possibility of a Contractor's default,the Owner may, but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. §15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. §15.3 Medlation §15.3.1 Claims,disputes,or other matters in controversy arising out of or related to the Contract,except those waived as provided for in Sections 9.10.4,9.10.5,and 15.1,7,shall be subject to mediation as a condition precedent to binding dispute resolution. §'15.3.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree othenvise,shalt be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing, delivered to the other party to the Contract,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of binding dispute resolution proceedings but,in such event, mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order.if an arbitration is stayed pursuant to this Section 153.2,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. §15.3.3 Either party may,within 30 days from the date that mediation has been concluded without resolution of the dispute or 50 days after mediation has been demanded without resolution of the dispute,demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. §15.3.4 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. §15.4 Arbltratlo In §15.41 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement,any Claim subject to,but not resolved by,mediation shall be subject to arbitration which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement.The Arbitration shall be conducted in the place where the Project is located,unless another location is mutually agreed upon.A demand for arbitration shall be made in writing, delivered to the other party to the Contract,and filed with the person or entity administering the arbitration.The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. §15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations.For statute of limitations purposes,receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. §15.4.2 The award rendered by the arbitrator or arbitrators shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. §15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement,shall be specifically enforceable under applicable law in any court having jurisdiction thereof. AIA Document A201 T"—2017.Copyright®1911,1915,1918,1925.1937,Mill.1958,196'1,1963,1988,1970,1978,1987,1997,21707 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING.This AIAe Documant is protected by U.S.Copyright I_ew and Intomatlonal Treaties. 40 Unauthorized reproduction or distribution of this AIAe Document,a any portion of It,may result in severe civil and criminal penalties,and will be 1 prosecuted to the maxlmurn extent possible under the law.This document was produced by AIA software at 10:15.44 PT on 11/0612019 under Order No.073 654 539 8 whirh expires on 014=020,and is not for resale. User Notes: (1264931157) bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §15.4.4 Consolidation or Joinder 15.4.4.4 Subject to the rules of the American Arbitration Association or other applicable arbitration rules,either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that(1)the arbitration agreement governing the other arbitration permits consolidation,(2)the arbitrations to be consolidated substantially involve common questions of law or fact,and(3)the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s), §15.4.4.2 Subject to the rules of the American Arbitration Association or other appli cable arbitration rules,eiIherparty may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration,provided that the party sought to be joined consents in writing to such joinder.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim,dispute or other matter in question not described in the written consent. §15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4,whether by joinder or consolidation,the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. AIA r}ocument A2011—2017.Copyright®1911,1915,1918,1925,1937,1951,1958.1381,1963,1966,1970.1976.1987,1997,2007 and 2017 by The Init. American Institute or Architects.All rights ras*rved.OJARNNG.This AIA6 Document is protected by U.S.Copyright Law and International Treaties. 41 Unauthorized reproduction or distdbutio .of this AIA6 Docurnant or any portions of it,may result In severe civil and criminal penalties,and will be 1 prosecuted to the maximum exlenI possihis under the law.This document was produced by AIA Software at 10:16:44 PT on 11/06/2019 under Order No.0736545398 whiCh expires on 01109x2020,and Is not for resale. UserNotas: (1264931137) DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIR.ST FEDERALDIT UNION OFFSITE STREET IMPROVEMENT WORD. AIA-A 102 Exhibit A WF r - - 4 C f EL— iCVllDriver SCHQQLSFIRST � y `j rVIC4a:.CP EDIT Ul-01. L.! DocuSign Envelope la' F3A4C509-9E76-4165-B92F-1255E988AAEE AIA Document A102" 2017 Exhibit A Insurance and Bands This Insurance and Bonds Exhibit is part of the Agreement,between the Owner and the Contractor,dated the 5th day of November in the year 2019 (In words, indicate day,month and year.) ADDITIONS AND DELETIONS., for the following PROJECT_ The author of this document has added Information needed for its New SchoolsFirst Headquarters completion.The author may also q have revised the text of the original 15332 Newport Avenue,Tustin,CA 92790 AIA standard farm.An Additions and 15336 Newport Avenue,Tustin,CA 9278G Deletions Rapod that notes added 15432 Newport Avenue,'Fastin,CA 92780 information as well as revisions to the standard fora text is available from THE OWNER: the author and should be reviewed.A vertical line in the left margin of this document indicates where the author SchoolsFirst Federal Credit[inion has added necessary information 1 1204 Edinger Avenue,Tustin,CA 92780 and where the author has added to or deleted from the original AIA text. THE CONTRACTOR: This document has Important legal C.W.Driver LLC consequences.Consultation with an attorney is encouraged with respect 468N.Rosemead Blvd. to its completion or modification. Pasadena.CA 91107 This document is intended to be used TABLE OF ARTICLES in conjunction with AIA Document A2017m-2017,General Conditions of AA GENERAL the Contract for Construction.Article 11 of A201 rn-2077 contains A.2 OWNER'S INSURANCE additional insurance provisions. A.3 CONTRACTOR'S INSURANCE ANIS BONDS A.4 SPECIAL TERMS ANIS CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance,and provide bonds,as set forth in this Exhibit.As used in this Exhibit,the term General Conditions refers to AIA Document A201 Tm-2017,General Conditions of the Contract for Construction. ARTICLE A.2 OWNER'S INSURANCE §A.2.4 General Prior to wrrimencement of the Work,the Owner shall secure the insurance,and provide evidence of the coverage,required under this Article A.2 and,upon the Contractor's request,provide a copy of the property insurance policy or policies required by Section A.2.3.The copy of the policy or policies provided shall contain all applicable conditions, definitions,exclusions,and endorsements. §A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual general liability insurance. AIA Document AWZIO—8017 Exhibit A.Copyright 0 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document Is Init. protocted by U.S,copyright Law and Inta►naoonal Treaties.unauthorized reproduction or distribution of this AIAe Document,or any portion or it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extant possible under the law.This documentwas produmd by AW ! software at 10.460 PT on 11108/2019 under Ordar No.0736545398 which expires on 0110f3f2020,and Is not for resale. User Notes: (1717786735) bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §A.2.3 Required Property Insurance §A.2.3.1 The Owner shall purchase and maintain,from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located,property insurance written on a builder's risk"all-risks"or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis without optional deductibles.The Owner's property insurance coverage shall be no less than the amount of the initial Contract Sum,plus the value of subsequent Modifications and cost of labor performed and materials or equipment supplied by others.The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3,unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement.This insurance shall include the interests of the Owner,Contractor,Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. §A.2.3.1.1 Causes of Loss.The insurance required by this Section A.2.3.1 shall be on an"all-risk"or equivalent policy form and shall include,without limitation,coverage for physical loss or damage including,without duplication of coverage, the risks of fire(with extended coverage),explosion,theft,vandalism,malicious mischief,collapse, earthquake,flood,or windstorm.The insurance shall also provide coverage for ensuing loss or resulting damage from error,omission,or deficiency in construction methods,design,specifications,workmanship,or materials. (Paragraphs deleted) §A.211.2 Specific Required Coverages.The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to falsework and other temporary strictures,and to building systems from testing and startup_The insurance shall also cover debris removal,including demolition occasioned by enforcement of any applicable legal requirements,and reasonable compensation for the Architect's and Contractor's services and expenses required as a result of such insured loss,including claim preparation expenses. (Paragraphs deleted) §A.2.3.1.3 Unless the parties agree otherwise,upon Substantial Completion,the Owner shall continue the insurance required by Section A.2.3.1 or,if necessary,replace the insurance policy required under Section A.23.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions.The total value of the Project shall be the amount of the initial Contract Sum,plus the value of subsequent Modifications and cost of labor performed and materials or equipment supplied by others. §A.2.3.1.4 Deductibles and Self-Insured Retentions.If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions,the Owner shall be responsible for all loss not covered because of such deductibles or retentions. The Contractor shall pay such deductibles to the extent such costs were caused by the Contractor or its Subcontractors of any tier. The maximum deductible required to be paid by Contractor or its Subcontractor of any tier shall be$25,000 per occurrence. §A.2.3.2 Occupancy or Use Prior to Substantial Completion.The Owner's occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage.The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation,lapse,or reduction of insurance,unless they agree otherwise in writing. §A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure,the Owner shall purchase and maintain,until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions,"all-risks"property insurance,on a replacement cost basis,protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1,notwithstanding the undertaking of the Work.The Owner shall be responsible for all co-insurance penalties. §A.2.3A Failure to Purchase Required Property insurance if the Owner fails to purchase and maintain the required property insurance,with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents,the Owner shall inform the Contractor in writing prior to commencement of the Work.Upon receipt of notice from the Owner,the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor,Subcontractors,and Sub-Subcontractors in the Work.When the failure to provide coverage has been cured or resolved,the Contract Stun,Guaranteed Maximum Price and Contract Time AIA Documerit All 02m—2017 Exhibit A.Copftht 0 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*document is Init protected by U.S.Copyright Low and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 2 result in severe civic and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA I software at 10:46:00 PT on 11/06/2019 under Order No.0736545398 which expires on 01=12020,and is not for resale. User Notes: {171778$735} DocuSig n Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE shall be equitably adjusted In the event the Owner fails to procure coverage,the Owner waives all rights against the Contractor,Subcontractors,and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner.The cost of the insurance shall be charged to the Owner by a Change Order.If the Owner does not provide written notice,and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance,the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. §A.2.3.5 Notice of Cancellation or Expiration of Owner's Required Property Insurance Within three(3)business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents,the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor:(1)the Contractor,upon receipt of notice from the Owner,shall have the tight to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor;(2)the Contract Time,Contract Sum.and Guaranteed Maximum Price shall be equitably adjusted;and (3)the Owner waives all rights against the Contractor,Subcontractors,and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled.If the Contractor purchases replacement coverage,the cost of the insurance shall be charged to the Owner by an appropriate Change Order.The furnishing of notice by the Owner shall not relieve the O%vner of any contractual obligation to provide requited insurance. §A.2-3.5 Waivers of Subrogation The Owner and Contractor waive all rights against(1)each other and any of their subcontractors,sub-subcontractors, agents,and employees,each of the other;(2)the Architect and Architect's consultants;and(3)Separate Contractors,if any,and any of their subcontractors,sub-subcontractors,agents,and employees,for damages caused by fire,or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance.The Owner or Contractor,as appropriate,shall require similar written waivers in favor of the individuals and entities identified above from the Architect,Architect's consultants,Separate Contractors,subcontractors,and sub-subcontractors.The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section A.2.3.6 shall not prohibit this waiver of subrogation.This waiver of subrogation shall be effective as to a person or entity(1)even though that person or entity would otherwise have a duty of indemnification,contractual or otherwise,(2)even though that person or entity did not pay the insurance premium directly or indirectly,or(3) whether or not the person or entity had an insurable interest in the damaged property. If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period.to the extent permissible by such policies,the Owner waives all rights in accordance with the terms of this Section A.2.3.6 for damages caused by fire or other causes of loss covered by this separate property insurance. §A.2.3.7 Adjustment and Settlement of Insured Lass A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds,as their interests may appear,subject to requirements of any applicable mortgagee clause and of this Section A.2.3.7. Prior to settlement of an insured loss,the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds.If the Contractor does not object,the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation.upon receipt,the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions.Thereafter,if no other agreement is made or the Owner does not terminate the Contract for convenience,the Owner and.Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose.If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to settle the insured loss,and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15.Pending resolution of any dispute,the Owner may issue a Construction Change Directive for AJA Document All 02TO--2017 Exhlblt A CopyrightO 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is Init. protected by U.S.Copyright Law and Intern ntional Treaties.Unauthorized reproduction or distribution of this AIAe document,or any pardon of it,may 3 result in severe Civil and criminal penalties,and will he prosecuted to the maximum extent possible under the law.This document was produced by AIA l software at 1046:00 PT on 1110EQ019 under Order No.0736W398 which expires an 0110912020.and Is not for resale. User Notes: (1717756735) bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE the reconstruction of the damaged or destroyed Work.The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner,and by appropriate agreements the Architect and Contractor shall mike payments to their consultants and Subcontractors in similar manner. §A2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es)next to the descriptions)ofselected insurance.For each type of insurance selected, indicate applicable limits of coverage or other conditions in the f ll point below rhe selected item) [ ] §A,2A.1 Loss of Use.Business Interruption,and Delay In,Completion Insurance,to reimburse the The Owner,at the Owner's option,may purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property,or the inability to conduct normal operations,due to fire or other causes of loss.The Owner waives all rights of action against the Contractor and Architect for toss of use of the Owner's property,due to fire or other hazards however caused. [ ] §A.2A.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition,construction, repair,replacement or use of the Project. ( ] §A.2A,3 Expediting Cost Insurance,for the reasonable and necessary costs for the temporary repair of damage to insured property,and to expedite the permanent repair or replacement of the damaged property. [ ] §A.2.4.4 Extra Expense Insurance,to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. [ ] §A2.4.5 Civil Authority Insurance,for losses or costs arising from an order of a civil authority prohibiting access to the Project,provided such order is the direct result of physical damage covered under the required property insurance, j ] §A,2A.6 ingressfEgress Insurance,for loss due to the necessary interruption of the insured's business due to physical prevention of ingress to,or egress from,the Project as a direct result of physical damage. [ ] §A,2.4.7 Soft Costs Insurance,to reimburse the Owner for costs due to the delay of completion of the Work,arising out of physical loss or damage covered by the required property insurance:including construction loan fees;leasing and marketing expenses;additional fees,including those of architects, engineers,consultants,attorneys and accountants,needed for the completion of the construction, repairs,or reconstruction;and carrying costs such as property taxes,building permits,additional interest on loans,realty taxes,and insurance premiums over and above normal expenses. AIA Document Al 02"—2017 Exhibit A.capyridht 0 2017 by The American Institute arArchltects.All rights reserved.WARNING:This AIAe Document Is lnit. protected by U.S.Copyright Lawand International Treaties.Unauthorized rep roduct;on or distribution otthis AIAa Document,or any portion of Ilk may 4 result in severe civil and criminal penalties,and will be prosecuted to tha niaximum extent possible under the law.This dowmeni was produced by AIA software at 10:46:00 PT on 11/0612019 under Order No.0736545398 which expires on 01I0M20,and is not for resale. User Notes: (1717788735) bocu5ign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE §X2.5 Other Optional insurance. The Owner shall purchase and maintain the insurance selected below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the bax(es)next to the description(s)ofselected insurance) [ ] §A.2.5.4 Cyber Security insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable ltnrits of cover age or other conditions in the fill point below) [ ] §A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits) Coverage Limits ARTICLE A.3 CONTRACTOR'S INSURANCE AND BONDS §A.3.1 General §A.3.1.1 Certificates of Insurance.The Contractor shall provide certificates of insurance reasonably acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times:(1)prior to commencement of the Work;(2)upon renewal or replacement of each required policy of insurance;and(3)upon the Owner's written request-An additional certificate evidencing continuation of commercial liability coverage,including coverage for completed operations,shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1.The certificates will show the Owner as an additional insured on the Contractor's Commercial General Liability policy. §A.3.1.2 Deductibles and Self-Insured Retentions.The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. §A.3.1.3 Additional Insured Obligations.To the fullest extent permitted by law,the Contractor shall cause the commercial general liability coverage to include(1)the Owner,as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations;and(2)time Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions for which loss occurs during completed operations.The additional insured coverage shall be primary and non-contributory to any of the Owner's general liability insurance policies and shall apply to both ongoing and completed operations.To the extent commercially available,the additional insured coverage shall he no less than that provided by Insurance Services Office,Inc.(ISO)forms CG 20 10 04 13,CG 20 37 04 13,or their equivalent. The Architect,the Architect's consultants,Owner's design professionals,separate contractors and related or lower tier parties of any of them,shall not be additional insureds. §A.3.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance Within three(3)business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by herein,the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration.Upon receipt of notice from the Contractor,the Owner shall,unless the lapse in coverage arises from an act or omission of the Owner,have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage:by the Contractor.The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. §A.3.2 Contractor's Required Insurance Coverage §A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is AIA Document A102n`—2017 r xhlbll A.Coppfighl m 2017 by The Arneriean Institute of Architects.All rights reserved.WARN ING:This AIAs Document Is Inft. protected by U.S.Copyright Law and:inlernational Treaties.Unauthorized reproduction or distribution of this MAD Document,or any portfon of it,may 5 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA t software at 10;46:00 PT on 111OW2019 under Order No.0736545396 which expires on 01/0912020.and is not for resale. User Notes: (17177136735) DocuSign Envelope ID' F3A4D509-9E76-4165-B92F-1255E988AAEE located.The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section I2.2.2 of the General Conditions,unless a different duration is stated below: (Paragirrph delved) §A.3.2.2 Commercial General Liability §A.3.2.2.1 Commercial General Liability insurance for the Project shall be written on an occurrence form with policy limits of not less than Two Million Dollars (S 2,000,000.00)each occurrence,Five Millions Dollars (S 5,000,000.00)general aggregate,and Two Millions Doliws ($2,000,000 )aggregate for products-completed operations hazard,as to Contractor,and One Million Dollars (S 1,000.000.00)each occurrence,Two Millions Dollars ($2,000,000.00)general aggregate,and Two Millions Dollars ($2,000,000 )aggregate for products-completed operations hazard as to Subcontractors,providing coverage for claims including. .1 damages because of bodily injury,sickness or disease,including occupational sickness or disease,and death of any person; .2 personal injury and advertising injury; .3 damages,other than to the Work itself,because of physical damage to or destruction of tangible property,including the loss of use of such property; A bodily injury or property damage arising out of completed operations;and .5 the Contractor's indemnity obligations under Section 3.18 of the General Conditions. §A.3.2.2,2 The Contractor's Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured,if the exclusion or restriction is based solely on the fact that the claimant is an insured,and there would otherwise be coverage for the claim_ .2 Claims for properly damage to the Contractor's Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .B Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential,multi-family,or other habitational projects,ifthe Work is to be performed on such a project. .8 Claims related to roofing,if the Work involves roofing. .9 .10 Claims related to earth subsidence or movement,where the Work involves such hazards. .11 Claims related to explosion,collapse and underground hazards,where the Work involves such hazards. §A.3.2.3 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Contractor,with policy limits of not less than Two Million Dollars ($2,000,000.00 )per accident,as to Contractor,and One Million Dollars ($ 1,000,000A4 )per accident as to Subcontractors,for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. §A.3.2,4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. §A.3.2.5 Workers'Compensation at statutory limits. ALA Document A102° —2097 Exhibit A.Copyright Q 2017 by The American Institute of Architects.All rights reserved.WARNING.This AIA&Document Is Inst. protected by U.S.copyright Law and Intemational Treaties.Unauthorized reproduction or disirihution of this AIAe Document,or any portion of it,may 6 result in severe civ;l and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA t softwnre at IOA:00 PT on 11/06/2019 under Order No.073WS398 whitb expires on o1109f2020,and is not for resale. User Notes, (1717786735) bocu5ign Envelope la' F3A4D509-9E76-4165-B92F-1255E988AAEE §A.3.2.6 Employers'Liability with policy limits not less than One Million Dollars ($ 1,000,0000 )each accident, One Million Dollars ($ 1,000,0000 )each employee,and One Million Dollars ($ 1,000,0000 )policy limit §A.3,2.7]ones Act,and the Longshore&Harbor Workers'Compensation Act,as required,if the Work involves hazards arising from work on or near navigable waterways,including vessels and docks §A.3.2.$If the Contractor is required to famish professional services as part of the Work,the Contractor shall procure Professional Liability insurance covering performance of the professional services,with policy limits of not less than One Million Dollars (5 I,000,0000 )per claim and Two Million Dollars ($2,040,000 )in the aggregate. §A.3.2,9 If the Work involves the transport,dissemination,use,or release of pollutants,the Contractor shall procure Pollution Liability insurance,with policy limits of not less than One Million Dollars ($1,000,000 )per claim and Two Million Dollars ($2,000,000 )in the aggregate. §A.3.210 Coverage under Sections A.3.2.$and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy. (Paragraphs deleted)(Table deleted)(Paragraphs deleted) AIA Document Al D2T"—2017 Exhibit A.0apyri9ht C 2017 by The Americen Institute of Architects.All rights reserved.WARNING.,This AIA*Document is Init. protected by U.S.Copyright Law and into mationaI Treaties.Unauthorized reproduction or distribution of this AIAP Document,or any portion of it.may 7 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possibte under the law.This dacumentwas produced by AIA t software at 16:46:00 PT on 1110612019 under Ord or No.07365dt M which expires an 0110912020,and is not for resa7e. User Notes: (1717766735) DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNION OFFSITE STREET IMPROVEMENT WORD Exhibit A — Travel Policy i, I pp�� 77r,*,4L; � f A C. I %41 ver %1 kti 11111 SCHOOLSFSR�IT _I HI it 111 ]•al•a " �� ERaL CP.E71T U^! •t r14f A zw"&LL/ DpcuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE SchoolsFirst Federal Credit Union Offsite Street Improvements Exhibit B SchooIsFirst FCU Travel Polis Transportation:Air travel,standard class and other transportation expenses(e.g.,taxi,bus fare,shuttle service,car rental(compact car or smaller car class)and airport parking).Mileage is reimbursed at current IRS rates,for travel to and from the airport,in CW Driver's or their Sub-contractor's employee's personal car,or for travel to and from SchoolsFirst FCU's site,if CW Driver's or their Sub-con#actor's employee is Local to Southern California. - Lodging:Fairfield Marriott:SchoolsFirst FCU has negotiated a corporate rate with the Fairfield Marriott in Tustin,CA.SchoolsFirst FCU will reimburse CW Driver's or their Sub-contractor's at SchoolsFirst FCU's then prevailing rate for the Fairfield Marriott in Tustin,CA("Room Rate").The Fairfield Marriott online booking code is 553,which can be input on the Fairfield Marriot Tustin,CA website,under the special rate —corporate/promotional rate.Rooms can also be booked by calling the Marriott Reservations line at 1-800- 321-2211,state SchoolsFirst and the hooking code--5S3.If CW Driver's or their Sub-contractor's fails to use the provided code to book ledging,then CW Driver's or their Sub-contractor's will be required to pay for any and all additional costs over the Room Rate.Exceptions to the Room Rate can be made on a case- by-case basis CW Driver's or their Sub-contractor's must have SchoolsFirst FCU's prior written approval for all Room Rate exceptions.Lodging will not be reimbursed if CW Driver's or their Sub-contractor's employee is Local to Southern California. - Meals:The reimbursable cost of meats is a daily maximum,based on the following table: 1. Travel Police+ 2. Travel 3. Travel Policy 4. Travel pollisy Polis Local to Southern California $0.00 $25.00 for lunch only) $0.00 Not Local to Southern California $50.00 $75.00 $75.00 The daily maximum for meals includes meal tips and food items purchased outside of an eating establishment,including but not limited to grocery stores,convenience stores,food trucks and/or airport food. The allotted amount for meals is not a per diem. - Miscellaneous,Cost to cover internet access for CW Driver's or their Sub-contractor's to perform Services for SchooisFirst FCU,either while at the hotel or during travel. - Expenses not Reimbursable:First class air fare;flight change fees(that is not at the express prior written consent of SchoolsFirst FCU);dry cleaning services while CW Driver's or their Sub-contractor's employee is on-site;limousine service to and from airport;rental cars larger than compact;rental car extras,e.g., satellite radio,GPS;valet parking(airport,hotel,restaurants,etc.);alcoholic beverages;or Southern CA toll road fees. All travel expense reimbursement requests must be accompanied by original itemized receipts and submitted for reimbursement within sixty(50)days of incurring the expense. Expenses not submitted within 50 days will be paid at SchoolsFirst FCU's sale discretion.All references to employee under this Travel Policy,includes consultants,independent contractors,or any other person(s)who provides Services for CW Driver or their Sub- contractor.Under this Travel Policy,"Local to Southern California"means within 50 miles of SchoolsFirst FCU's site. DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Out of State Travel Polic Transportation:Air travel is reimbursed for standard class. Other transportation expenses are reimbursed as follows:taxi,Uber,Ly ft,bus fare,shuttle service,car rental(compact car class and gas)and airport parking.Mileage is rel rnbursed at current IRS rates,for travel to and from the airport,in CW Driver's employee's personal car. - Lodging:Lodging shall be reimbursed for the following hotels,or hotels of a comparable cost level: Marriott--Springfield Suites,Marriott—Fairfield Inn,Marriott--Town&Country,Hilton--Hampton inn &Suites,Hilton—DoubleTree,Hilton—Embassy Suites. CW Driver must have SchoolsFirst FCU's prior written approval for all Room Rate exceptions. - Meals:The reimbursable cost of meals is a daily maximum of$140 ger day. The daily maximum for meals includes meal tips and food items purchased outside of an eating establishment,including but not limited to grocery stores,convenience stores,food trucks and/or airport food. The allotted amount for meals is not a per diem. SchoolsFirst does not reimburse for alcoholic beverages. - Miscellaneous=Cost to cover internet access for CW Driver to perform Services for SchoolsFirst FCU, either while at the hotel or during travel. Expenses not Reimbursable:First class air fare;flight change fees(that is not at the express prior written consent of SchoolsFirst FCU);dry cleaning services while CW Driver's employee is traveling;limousine service to and from airport;rental cars larger than compact;rental car extras,e.g.,satellite radio,GPS;valet parking(airport,hotel,restaurants,etc.)—unless valet is mandatory;alcoholic beverages;or Southern CA toll road fees. All travel expense reimbursement requests must he accompanied by original itemized receipts and submitted for reimbursement within sixty(60)days of incurring the expense. Expenses not submitted within 60 days will be paid at SchoolsFirst FCU's sole discretion,All references to employee under this Travel Policy,includes consultants,independent contractors,or any other person(s)who provides Services for CW Driver. DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNIO OFFSITE STREET IMPROVEMENT WORK Exhibit D -- Stipulated Labor Rates - .�w.■. T Tl L... r. _ •'�Y ar a aW�.II-.�.r�"�jR i7 s7t r-•` 17► _ r C.W. Driver SCHOOLS FIRST _J JL %wY GEDCgAL CREAT U.11:02. alsw"_- .q DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE CONTRACT EXHIBIT D STIPULATED AGREED LABOR RATE SCHEDULE per Article 7.2 through 7.2.5 in AIA A102 SchoolsFirst Federal Credit Union RH 2 headquarters AGREED RATES per Article 7.2.5 for construction Services Phase Hourly Rates Below will Adjust Annually Each July 1st and be Charged According[ Labor Classification 7/1/2019-6/30/2020 7/1/2020-6/30/2021 7/1/2021-6/30/2022 Assistant Project Engineer $38 $44 $43 Assistant Estimator $61 $65 $69 Assistant Project Manager $87 $92 $98 Assistant Superintendent $93 $99 $105 BIM Manager $81 $85 $91 Chief Estimator $156 $165 $175 Constructability Reviewer $83 $88 $93 Director of BIM Services $126 $134 $142 Director of Project Planning $122 $129 $137 Estimator $81 $85 $91 Estimating Administrator $78 $83 $88 Field Engineer $67 $71 $75 Field Safety Manager $96 $102 $108 Intern $30 $31 $33 IT Technician $125 $133 $141 Laborer $fib $72 $75 Laborer Foreman $71 $75 $84 Carpenter $80 $85 $90 Carpenter Foreman $83 $88 $93 Legal Services $530 $562 $596 Project Accountant $58 $fit $66 Project Coordinator $59 $63 $67 Project Engineer $58 $62 $66 Project Executive $183 $194 $206 Project Director $154 $163 $173 Project Manager Silo $117 $124 Project Planner(Scheduler) $95 $101 $107 Project Superintendent $121 $128 $136 Safety Director $137 $145 $154 Senior Estimator $138 $146 $155 Vice President of Estimating $167 $178 $188 Vice President of Field Operations $180 $191 $202 Senior Project Engineer $67 $71 $75 Senior Project Manager $139 $147 $156 Senior Superintendent $153 $162 $172 Trucking/Deliveries $71 $75 $80 Quality Control Manager $98 $104 $110 cart acatio S o the Con ctors Heurly,131111no Rates: The above stated rates apply to a standard 94 hour work week Additional costs will apply to Union Workmen and Hourly Based Employees such as Project Coordinators,Accountants,ITSuppart,Trucking,Etc.The above rates exclude the cost of:Monthly Auto Allowances,Monthly Cost of Company Cars,mileage reimbursement at IRS published rates,toll road expenses,Monthly IT costs per Employee,Etc.,which will be invoiced separately at current rates on a monthly basis. Monthly ITcosts will be Fnvolcedat a standard rate of$ms.oa a month/per employee,prorated for their time spent working on the Project DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL, CREDIT UNION OFFSITE STREET IMPROVEMENT WORK. Exhibit H — Clarifications and Exclusions :r_ .rte-�-�� AL F-4 L Arm 1• ] K I } IC.1�V. Driver SCHOOLS FIRST 1%./ FEDCRAL CR_CD1Y U1kGt. 04* bpcu5ign Envelope Ib: F3A4D509-9E76-4165-B92F-1255E988AAEE rn o ° U o Q 0If iN +� u cd Do o a o O C Ts cd E y � L 40 �i D 5 ro C f N C y C L x `o C Q L Q w , u n Q v C aci $- �?, L Z = O N m Q 3 o E V y v n o E o E �. IV a o T $ 0 3 -17 p V i' �yyJ m Q c q -20 a O Q C CL Cr_ ID CIO -VU• C N n r�rp1 •0 V v C d m w Ire i� M 1» .p, as `d r4V in un - •.tl'3 •� w 1-2 vii M 'S D .n u � � L s v m E `� .Q E c a u c `�° ❑ N a m d y '13 TI V -a v b 0 i L ❑ C m N �"� N U b /z Z m H pl Lb � m a b 3 a e u A Er LL w m L �° y cx"3 a -fiv "0 % m c d �a C O C3 A A E N i 4u w ,� N 0 Q r- > 0 m V m '04c � u' .+ n u u - o 'a u d � � V � � o .Q p IV p cn O C2 e3 0 o 3 m F H Q p a LD Z u a Q Q L7 m H 4 = 3 5 m — ev M •r Ln a n m o, 4 ��' DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNION OFFSITE STREET IMPROVEMENT WORK Exhibit T - GMP Document Listing f, in i r 'r CW. DriveIWF r ��f `4F --EDEaALCREDIT Ul;-Z4. r�dalt-j bocu5ign Envelope Ib: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT A Version 1.0 August 27, 2019 PROJECT DOCUMENTS LIST SCHOOLSFIRST CREDIT UNION — RH2 HEADQUARTERS- OFFSITE THE LISTING BELOW COMPRISES ALL OF THE DOCUMENTS INCLUDED UNDER THIS CONTRACT. UNLESS OTHERWISE NOTED,ALL DOCUMENTS HAVE BEEN PREPARED BY CO ARCHITECTS. Author List Title Date Sladden Geotechnical Investigation Report Engineering Sladden Supplemental Geotechnical Investigation Report No. 1111!2618 Engineering 17-04-667 City of Tustin Standard Plans and Design Standards—For Public 2012 Edition Works Construction (or more recent version if applicable)_ Walden& 05/14/2819 Associates Sheet I of 26 Street,Sewer, Storm Drain and Water Improvements Walden& 05114/2019 Associates Sheet 2 of 26 Public Benefit Improvements Facility index Ma Walden& Details,Sections,Profiles, Construction Notes& 0511412019 Associates Sheet 3 of 26 Quantities Walden& 05114/2019 Associates Sheet 4 of 26 Street Improvement Plan Walden& 05114/2019 Associates Sheet 5 of 26 Street Improvement Plan Walden & 05/14/2019 Associates Sheet 6 of 26 Street Improvement Plan Walden& 05/1412019 Associates Sheet 7 of 26 Sewer, Storm Drain and Water Improvement Plan Walden & 05/14/2419 Associates Sheet 8 of 26 Demolition Plan Walden& 05114/2019 Associates Sheet 9 of 26 Striping Plan SmithGroup Sheet 10 of 26 Streetsca a Improvements 48/06/2019 SmithGroup Sheet I I of 26 Streetsca a Improvements 08/66/2019 SmithGroup Sheet 12 of 26 Streetsca a Improvements 48/06/2019 SmithGroup Sheet 13 of 26 Streetsca a Improvements 08106/2019 SmithGroup Sheet 14 of 26 Streetsca a Improvements 08/05/2019 SmithGroup Sheet 15 of 26 Streetsca a Improvements 0810612019 SmithGroup Sheet 16 of 26 Streetsca a Improvements 08/06/2019 SmithGroup Sheet 17 of 26 Streetsca a Improvements Irri tion Plan- Overall 08/44/2019 Page 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT A C.W.DRIVER PROJECT DOCUMENTS LIST SCHOOLSFIRST CREDIT UNION—RH2 HEADQUARTERS SmithGroup Sheet 18 of 26 Streetsca a Improvements Irrigation Plan—Area A 08106/2019 SmithGroup Sheet 19 of 26 Streetsca a Improvements Irrigation Plan—Area B 0810612019 SmithGroup Sheet 20 of 26 Streetsca a Improvements Irrigation Plan—Area C 08/0612019 SmithGroup Sheet 21 of 26 Streetsca a Improvements Irrigation Pian--Area D 08/06/2019 SmithGroup Sheet 22 of 26 Streetsca a Improvements Irrigation Plan--Area E 08106!2019 SmithGroup Streetscape Improvements Irrigation Legend and 0810612019 Sheet 23 of 26 Notes SmithGroup Sheet 24 of 26 Streetsca a lm rovements Irrigation Details 08/06/2019 SmithGroup Sheet 25 of 26 Streetsca a Improvements Irri tion Details 08/06/2419 SmithGroup Sheet 26 of 26 Streetsca a Improvements Irrigation Details 08/06/2019 RK 07/2912019 Engineering Group Inc. Sheet I of 5 Traffic Signal Plan RK 07/2912019 Engineering Group Inc. Sheet 2 of 5 Traffic Signal Plan RK 07/29/2019 Engineering Group Inc- Sheet 3 of 5 Traffic Signal Plan Special Provisions I of 3 RK 07129/2019 Engineering Group Inc. Sheet 4 of 5 Traffic Signal Plan Special Provisions 2 of 3 RK 07/29/2019 Engineering Group Inc. Sheet 5 of 5 Traffic Signal Plan Special Provisions 3 of 3 Walden& 06/03/2019 Associates SWPPP Storm Water Pollution Prevention Pian Walden & Drainage Study Drainage Study for 5choolsFirst Federal Credit Union 05131/2019 Associates Office Building 15332 Newport Ave Water Quality 06/03/2019 Walden & Mgmt.Plan Associates Water Quality Management Plan QMP SmithGroup GMP Phase I -- 07/24/2019 Grading& Grading and Underground—City Submission Package Underground *FOR REFERNCE ONLY* SmithGroup GMP Phase 3-- Core& Shelf—City Submission Package*FOR 0711012019 Core&Shell REFERNCE ONLY* C.W. Driver Add. No. 2 Addendum No. 2 08/2312019 C.W. Driver Add. No. 3 Addendum No. 3 08/27/2019 SmithGroup Spec. 32 14 00 Unit Paving 05/31/2019 SmithGroup Spec. 32 84 00 Landscape Irrigation 05131/2019 SmithGroup Spec. 32 91 00 Sol] Preparation 05131/2019 SmithGroup Spec. 32 93 40 Exterior Planting 05/31/2019 End of Exhibit A Page 2 DoeuSign Envelope ID:F3A4©509-9E76-4165-B92F-1255E988AAEE SCHOOLSFIRST FEDERAL CREDIT UNION OFFSITE STREET IMPROVEMENT WORK Exhibit J — Additional Agreements C,W. Driver SCHOQLSFZRST 'tom �E:PERAI.Co_71T U'4101, bocu5ign Envelope Ib: F3A4D509-9E76-4165-B92F-1255E988AAEE SchoolsFirst Federal Credit Union: Offsite Street Improvements EXMBIT J ADDITIONAL AGREEMENTS Contractor agrees to perform or comply(and,where applicable,to cause each of its subcontractors to perform and comply) with each of the obligations set forth in the Infrastructure Construction and Reimbursement Agreement (the "Reimbursement Agreement") that Contractor is contemplated to undertake or that SchoolsFirst is permitted to cause Contractor to undertake under the Reimbursement Agreement(and,in each case,SchoolsFirst hereby intends to cause Contractor to undertake such obligations), which obligations are set forth in the sections, attachments, and exhibits identified below (collectively, the "Contractor Reimbursement Agreement Obligations"). Each of the Contractor Reimbursement Agreement Obligations is hereby incorporated by reference as if fully set forth herein, and the City shall be an express third party beneficiary under this Agreement with rights to enforce such Contractor Reimbursement Agreement Obligations to the extent the Reimbursement Agreement and Contract Documents provide for such rights in favor of the City in the sections, attachments, and exhibits identified with third party beneficiary rights below (identified as "3PB"). The Contractor Reimbursement Agreement Obligations are set forth in the following sections, attachments, and exhibits of the Reimbursement Agreement: 1. Section 2.2.1 General Contractor(with Exhibit P(below)and 3PB) 2. Section 2.2.2 Quality and Care 3, Section 2.2.3 Construction Schedule(with Exhibit F(below)) 4. Section 2.3 Contract Requirements (with Exhibit G(below)and 3PB) 5. Section 2.3.1 Bidding Requirements 6. Section 2.3.2 Bid Process 7. Section 2.3.3 Award of Contract 8. Section 2.3.4 Public Works Contract Requirements;Prevailing Wages 9. Section 2.3.5 Compliance with Law 10. Section 2.3.6 Contract Requirements; City Rights 11. Section 2.3.7 Contractor Insurance 12. Section 2.3.8 Compliance with City Requirements 13. Section 2.4.3 Constructability Review 14. Section 2.5.1 Provisions of Bonds;Terms(with Exhibits M and N(below)) 15. Section 2.5.2 Additional Requirements 16. Section 2.5.3 Increase in Security 17. Section 2.7.2 Request for Acceptance of Public Improvements (with Exhibit D(below) and 3PB) 18. Section 2.8.1 Insurance Types and Levels of Coverage(with Exhibit J(below)) 19. Section 2.8.2 Subcontractors' Insurance Requirements 20. Section 2.8.3 City Rights to Procure Insurance 21, Section 2.8.4 No Limitation 22. Section 2.9.1 No Liens(with Exhibit L (below)) bocu5ign Envelope Ib: F3A4D509-9E76-4165-B92F-1255E988AAEE 23. Section 2.I 1 Encroachment Permit Access 24. Section 2.12 Warranties Guarantees for Public Improvements(with Exhibit J(below)) 25. Section 5.1.2 Representations and Warranties of SchoolsFirst(3PB) 26. Section 5.2 Covenants of SchoolsFirst and Contractor(with Exhibit D(below)and 3PB) 27. Exhibit B(Development Agreement Facilities) 28. Exhibit D(Assignment Agreement) 29. Exhibit F(Construction Schedule) 30. Exhibit G(Bid and Award Procedures) (3PB) 31. Exhibit I (Construction Contract Terrns) (3PB) 32. Exhibit J(Contractor Insurance Requirements) (3PB) 33. Exhibit L(Lien Release Requirements) (3PB) 34. Exhibit M(Payment Bond) 35. Exhibit N(Performance Bond) 36. Exhibit 0(Covenants of Contractor) (3PB) 37. Exhibit P (Construction Contract) 1457226.3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#1 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #1 - Traffic signal at intersection of*Property driveway and Newport Ave. with associated apparatus. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#1 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#1 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSigned by: By: ba ( L"1 Name:� i fieney Title: President and Chief Executive Officer Date: 4/26/2021 DocuSignedb . By: �VaIa so MW Name: rancIsco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#1 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#1 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #1 - Traffic signal at intersection of Property driveway and Newport Ave. with associated apparatus Actual Cost Incurred by SchoolsFirst. $342,089 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#1 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility #2 — Left turn pocket on Newport Ave. into Property ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union ��'OO�--yDocuSiig�ned'by: v`(t / . ,. By: Name: Bill Cheney Title: President and Chief Executive Officer Lrr. ocuSigned by: By: Adn.USo M,Wo Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of*Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#2 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#2 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #2—Left turn pocket on Newport Ave. into Property. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set f Orth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of*the Reimbursable Improvement.] 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#2 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances,regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#2 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSigned by- 1w By: Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 DocuSigned by: By: Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#2 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#2 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #2—Left turn pocket on Newport Ave. into Property Actual Cost Incurred by SchoolsFirst. $0 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#2 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility #3 — Double left turn pocket on Newport Ave. into APN 430-251-23 ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSJiig'n'�ed 1by:,�,-J ✓`� 1 By: Name: Bill Cheney Title: President and Chief Executive Officer Lrr. cuSigned by: By: A,U.US(h M,Wo Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#3 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#3 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #3-Double left turn pocket on Newport Ave. into APN 430- 251-23. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#3 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#3 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union By:F�Doc Signed by: tt 0 Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 DocuSigned by: By: Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#3 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#3 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #3-Double left turn pocket on Newport Ave. into APN 430-251-23 Actual Cost Incurred by SchoolsFirst. $36,437 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#3 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 231 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility #4 — Driveway improvements on APN 430-251-23 ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 231 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union �yDocuSiigned'by:. ,. U`tt r By: 1 Name: Bill Cheney Title: President and Chief Executive Officer DocuSigned by: By: lrr.S(h M,Wo Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of*Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility #4 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility #4 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 2411, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility#4-Driveway improvements on APN 430-251-23. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set f Orth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verify the cost of*each Reimbursable Improvement for which Final Acceptance is requested. In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of*the Reimbursable Improvement.] 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility #4 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances,regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and(c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst s knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility #4 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSigned by: By: Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 EDOCUSIgned by: By: V aU.LtSCb M fib{" Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility #4 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of*same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility #4 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility#4-Driveway improvements on APN 430-251-23 Actual Cost Incurred by SchoolsFirst: $315,157 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility #4 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility#5—Relocation of catch basin on Newport Ave., installation of*new 24" RCP storm drain line ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union �yDocuSiigned'by:. ,. U`tt r By: 1 Name: Bill Cheney Title: President and Chief Executive Officer Lrr. ocuSigned by: By: Adn.USo M,Wo Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#5 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#5 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #5-Relocation of*catch basin on Newport Ave., installation of*new 24"RCP storm drain line. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#5 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#5 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union By: r�Doc Signed by: (t 0 Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 [DocuSigned by: By: V aU.LtSCb M fib{" Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#5 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#5 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #5-Relocation of catch basin on Newport Ave., installation of*new 24"RCP storm drain line Actual Cost Incurred by SchoolsFirst. $116,214 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#5 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility #6—Re-design of existing medians on Newport Ave. due to signal and turning enhancements ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union ��'OO�--yDocuSiig�ned'by: v`(t / . ,. By: Name: Bill Cheney Title: President and Chief Executive Officer DocuSigned by: By: Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of*Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#6 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#6 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #6- Re-design of existing medians on Newport Ave. due to signal and turning enhancements. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#6 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#6 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSigned by- 1w By: Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 Lr Signed by: Er By: ,,S(h kWf 47 Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#6 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#6 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #6-Re-design of existing medians on Newport Ave. due to signal and turning enhancements Actual Cost Incurred by SchoolsFirst. $78,529 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#6 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility#7—Landscaping(incl. irrigation and laterals) of*NewportAve. medians adjacent to Property(2 total)("Public Improvement")by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union �yDocuSiigned'by:. ,. U`(t r By: 1 Name: Bill Cheney Title: President and Chief Executive Officer DocuSigned by: FrA "Slh M'.Wf By: Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of*Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#7 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#7 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #7—Landscaping (incl. irrigation and laterals) of Newport Ave. medians adjacent to Property (2 total). 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#7 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#7 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSigned 'by: . ,. By: tt Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 [DocuSigned by: By: V aU.LtSCb M fib{" Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#7 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#7 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #7—Landscaping (incl, irrigation and laterals) of Newport Ave. medians adjacent to Property (2 total) Actual Cost Incurred by SchoolsFirst. $214,644 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#7 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility#8—Landscaping(incl. irrigation and laterals) of*NewportAve. medians adjacent to APN 430-251-25 (2 total) ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract'). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union �yDocuSiigned'by:. ,. U`tt r By: 1 Name: Bill Cheney Title: President and Chief Executive Officer Lrr. ocuSigned by: By: Adn.USo M,Wo Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of*Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#8 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#8 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #8—Landscaping (incl. irrigation and laterals) of*Newport Ave. medians adjacent to APN 430-251-25 (2 total). 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#8 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#8 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union Doc Signed by: By: Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 D ed by: By: L:Fiocu MV Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#8 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#8 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #8—Landscaping (incl, irrigation and laterals) of Newport Ave. medians adjacent to APN 430-251-25 (2 total) Actual Cost Incurred by SchoolsFirst. $527,552 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#8 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility#9—Landscaping(incl. irrigation and laterals) of*Del Amo Ave. median (I total) ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union �yDocuSiigned'by:. ,. U`tt r By: 1 Name: Bill Cheney Title: President and Chief Executive Officer Lrr. ocuSigned by: By: Adn.USo M,Wo Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#9 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#9 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #9—Landscaping (incl. irrigation and laterals) of*Del Amo Ave. median (I total). 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#9 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#9 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union D oc Signed by: By: Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 DocuSigned by: By: V'mtiscb kbf LF Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFi st -Facility#9 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#9 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #9—Landscaping (incl, irrigation and laterals) of*Del Amo Ave. median (I total) Actual Cost Incurred by SchoolsFirst. $65,097 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#9 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility#10—New sidewalk and landscaping on Newport Ave.from Valencia to Del Amo("Public Improvement")by and between Assignor and C.W. Driver("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union Doc u Signed j .�.�b/y::�.� By: Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 LDOGUSIgned by: By: Vaan USCb k6f Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#10 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#10 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #10—New sidewalk and landscaping on Newport Ave.from Valencia to Del Amo. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#10 Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#10 Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union DocuSigned by:: By: 1 Name: Bill Cheney Title: President and Chief Executive Officer Date: 4/26/2021 Lrr. cuSigned by: By: Adn.USo kk Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#10 Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#10 Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #10—New sidewalk and landscaping on Newport Ave.from Valencia to Del Amo Actual Cost Incurred by SchoolsFirst. $284,369 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#10 Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT D Assignment Agreement This ASSIGNMENT AGREEMENT is made as of April 23'd 2021, by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("Assignor"), to the CITY OF TUSTIN, a California municipal corporation ("Assignee")based upon the following recitals: A. Assignor and Assignee have previously entered into that certain Infrastructure Construction and Reimbursement Agreement by and between SchoolsFirst Federal Credit Union and the City of Tustin dated as of September 240, 2019 ("Reimbursement Agreement"). B. Assignor has previously entered into that certain construction contract relating to construction of Facility #11 — New sidewalk on Del Amo from Newport Ave. to existing SchoolsFirst driveway ("Public Improvement") by and between Assignor and C.W. Driver ("Contractor"), a copy of which contract is attached hereto as Attachment 1 ("Construction Contract"). C. Assignee desires to acquire (i)Assignor's right, title and interest in and to the Public Improvement constructed under the Construction Contract, and(ii)}the Warranty rights of Assignor as to the Public Improvement under the Construction Contract, and Assignor desires to assign such rights to Assignee. NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT. Effective upon the date specified in Section 2 hereof ("Assignment Date"), Assignor assigns and transfers to Assignee all of Assignor's right, title, claim and interest in and to (a) the Public Improvement constructed pursuant to the Construction Contract, and(b)} subject to the following sentence, the warranties and guarantees of Contractor and all of Contractor's Subcontractors,vendors, and material manufacturers and suppliers as to the Public Improvement constructed pursuant to the Construction Contract. The assignment of warranties and guarantees set forth herein is non-exclusive and shall not preclude Assignor from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. This Assignment is made by Assignor pursuant to the provisions of Section 2.7.2 of the Reimbursement Agreement. 2. ASSIGNMENT EFFECTIVE DATE. The Assignment Date shall be April 23rd 2021, which is the date that the City has entered as the "Acceptance Date" on the Request for Acceptance referenced in Section 3.2.1(c) of the Reimbursement Agreement. {signatures follow on next page} DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment Agreement as of the day and year first hereinabove written. ASSIGNOR: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union �yDocuSiigned'by:. ,. U`tt r By: 1 Name: Bill Cheney Title: President and Chief Executive Officer Lrr. cuSigned by: By: .L�. sch kV Name: Francisco Nebot Title: Chief Financial Officer ACCEPTED BY ASSIGNEE: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Contractor Acknowledgment: By its signature below, C.W. Driver,a California Corporation, the"Contractor"under the above referenced Reimbursement Agreement acknowledges receipt of notice of this Assignment Agreement, and agrees that all warranties and guarantees provided by Contractor and Subcontractors,vendors and material manufacturers and suppliers under the Construction Contract with respect to the Public Improvements covered by this Assignment Agreement shall be deemed assigned to, and enforceable by, the City of Tustin, effective on the Effective Date of this Assignment. Notwithstanding the foregoing, Contractor acknowledges that the assignment of warranties and guarantees pursuant to the Assignment Agreement is not exclusive and that such assignment shall not preclude SchooIsFirst from pursuing its own claims against Contractor and/or any of Contractor's subcontractors, vendors, material manufacturers and suppliers with respect to the Public Improvement. "Contractor" C.W. Driver By: Name: Title- Date: JL., 2414 Contractor Address and Contact Information: CA Ut? Telephone: f - Mc Contractor's License No. 16016 0 o� DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment 1 to Assignment Agreement [Attach Copy of Construction Contract] Tustin SchoolsFirst Assignment Agreement Exhibit D to City of Tustin/SchoolsFirst -Facility#I I Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT [Attached] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#I I Reimbursement Agreement Federal Credit Union 1 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE EXHIBIT E REQUEST FOR ACCEPTANCE OF PUBLIC IMPROVEMENT SchoolsFirst Federal Credit Union ("SchoolsFirst") hereby requests that the City of Tustin ("City")accept the Public Improvements described in Attachment A attached hereto in accordance with the procedures contained in Section 3.2 of the Infrastructure Construction and Reimbursement Agreement by and between the City and SchoolsFirst and dated September 240, 2021 ("Agreement"). Capitalized undefined terms contained in this Request shall have the meanings ascribed thereto in the Agreement. In connection with this Request for Acceptance, the undersigned hereby represents and warrants to the City as follows: 1. SchoolsFirst Representative. The undersigned is a SchoolsFirst Representative, qualified to execute this request for payment on behalf of SchoolsFirst and knowledgeable as to the matters set forth herein. 2. Identification of Public Improvement. The Public Improvement for which Final Acceptance is requested is Facility #11 — New sidewalk on Del Amo from Newport Ave. to existing SchoolsFirst driveway. 3. As-Built Plans. SchoolsFirst has submitted or submits herewith to the Director as- built drawings or similar plans for the Public Improvement for which Final Acceptance is requested, and, to the undersigned's actual knowledge, such drawings or plans and specifications, as applicable, are true, correct and complete. 4. Public Improvement Construction Per Approved Project Plans. To the undersigned's actual knowledge, each of the Public Improvements described in Attachment A to this Request is "Complete", has been constructed substantially in accordance with the Approved Project Plans therefor, and in compliance with all applicable City standards, and all applicable federal, State and local laws and the requirements of the Agreement, and the as-built drawings or other plans and specifications referenced in paragraph 2 above. 5. The true and correct Actual Cost of*each Reimbursable Improvement for which Final Acceptance is requested is set forth in Attachment A. 6. Actual Cost Backup Documentation. In connection with prior Requests, or with this request, SchoolsFirst has submitted to the Director invoices, receipts, worksheets and other evidence of*costs that are in sufficient detail to allow the Director to verb the cost of.each Reimbursable Improvement for which Final Acceptance is requested In addition to the maintenance costs reflected in such information, SchoolsFirst estimates (based on prior maintenance costs or the quoted monthly maintenance cost charge contained in its maintenance contract for such Reimbursable Improvement) that the ongoing maintenance costs for the Reimbursable Improvement described herein will cost $0.00 per month until the date of City's Final Acceptance of the Reimbursable Improvement.] Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#I I Reimbursement Agreement Federal Credit Union 2 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE 7. No Liens. There has not been filed with or served upon SchoolsFirst notice of any lien, right to lien or attachment upon, or claim affecting the Public Improvement or the acceptance thereof by the City that has not been released or will not be released simultaneously with the payment of such obligation or has not been bonded for in accordance with the requirements of the Agreement, and all lien releases required pursuant to Exhibit L of the Agreement have been provided to the City. 8. No Event of Termination. No event listed in the Agreement that would trigger a default by SchoolsFirst or a right to termination for Cause by the City has occurred and is continuing or will occur upon the making of this Request by SchoolsFirst to City. 9. Accuracy of Representations and Warranties. The representations and warranties of SchoolsFirst set forth in Section 5.1.1 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 10. Hazardous Materials. SchoolsFirst represents and warrants that, prior to the date of this Request for Acceptance: (a) neither SchoolsFirst, Contractor nor any of the SchoolsFirst Parties in connection with the Work on any Public Improvement covered by this Request or any portion thereof, has (i)used, generated, treated, manufactured, procured, stored, transported or Released any Hazardous Materials (in each case, whether accidentally or intentionally) on, under or in such Public Improvement or the Site upon which such Public Improvement is located or any other property, other than for any Hazardous Materials that may be contained in the materials or components of the Public Improvement as required by the Approved Project Plans or incidental uses of Hazardous Materials by SchoolsFirst, Contractor and SchoolsFirst Parties that are in full compliance with all applicable laws, or(ii)transported(whether accidentally or intentionally) any Hazardous Materials to or from such Public Improvement the Site or any other property, in violation of federal, State or local laws governing Hazardous Materials; (b)there is not present on, under or in such Public Improvement or the Site upon which such Public Improvement is located, or any portion thereof, or any other property, any Hazardous Materials Released by SchoolsFirst, Contractor or any of the SchoolsFirst Parties in connection with construction, installation or maintenance of the Public Improvement or any portion thereof, except for(x)any types or amounts that do not require remediation or mitigation under federal, State or local laws, ordinances, regulations, rules or decisions, (y)those that have been remediated or mitigated in full compliance with applicable federal, State or local laws, ordinances, regulations, rules or decisions, or(z)those contained in materials or components of the completed Public Improvement per the requirements specified in the Approved Project Plans, and (c) SchoolsFirst has not received notice of, and to the best of SchoolsFirst's knowledge there is not, any proceeding or formal inquiry by any Governmental Authority with respect to the presence of Hazardous Materials on, under or in the Site, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#I I Reimbursement Agreement Federal Credit Union 3 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE or to other property, arising out of the Work, except as follows: No exceptions By signing below, the undersigned certifies that all information provided in this Request for Acceptance is true, complete and correct. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union By: r�Doc Signed by: (t 0 Name: it heney Title: President and Chief Executive Officer Date: 4/26/2021 DocuSigned by: By: V ALS Usch fib{_ Name: Francisco Nebot Title: Chief Financial Officer Date: 4/26/2021 Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#I I Reimbursement Agreement Federal Credit Union 4 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE (Information to be completed by the City upon approval by the Director) The Final Approved Cost of*each Reimbursable Improvement listed on Attachment A, as well as the Acceptance Date of same, is as follows: Final Approved Cost of Reimbursable Improvement: DIRECTOR OF THE CITY OF TUSTIN Date: By: Name: Title: Tustin SchoolsFirst Assignment Agreement Exhibit E to City of Tustin/SchoolsFirst -Facility#I I Reimbursement Agreement Federal Credit Union 5 DocuSign Envelope ID: F3A4D509-9E76-4165-B92F-1255E988AAEE Attachment A to Form of Request for Acceptance (Information to be completed by SchoolsFirst prior to submittal to the Director) Description of Completed Reimbursable Improvement: Facility #11 —New sidewalk on Del Amo from Newport Ave. to existing SchoolsFirst driveway Actual Cost Incurred by SchoolsFirst. $114,108 Tustin SchoolsFirst Assignment Agreement Exhibit P to City of Tustin /SchoolsFirst -Facility#I I Reimbursement Agreement Federal Credit Union 1