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Agreements/Contracts - Central Services (002)
Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E omft C c. 0SAN Ge. O'NalC1, Document Al 3-2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the day of September in the year Two Thousand Twenty -Five (In words, indicate day, month, and year.) BETWEEN the Owner: (Name, legal status, address, and other information) Grant County, through its Board of Commissioners ? S r' NTUI PO Box 37 Ephrata, Washington 98823 and the Construction Manager: (Name, legal status, address, and other information) Lydig Construction, Inc. 11001 E. Montgomery Drive Spokane Valley, Washington 99206 Washington Contractor's License: LYDIGC*264JC for the following Project: (Name, location, and detailed description) Grant County Coroner's Office Grant County, WA The Architect: (Name, legal status, address, and other information) CRA Architects attn: William D. Rutherford, AIA 2027 Thomasville Rd. Tallahassee, FL 32308 The Owner and Construction Manager agree as follows. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201 TM-2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service„ To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-rB35C3977598E TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B !NSURANGE AND Nat used) ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project, as described in Section 4.1.1: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) The Owner's program is as set forth in the RFP and RFQ documents. The Construction Manager shall work with the Owner and Architect to further develop and comply with the Owner's program. § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc) See the RFP and RFQ documents. § 1.1.3 The Owner's budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown) AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 2 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E See the RFP and RFQ documents. § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: Schematic Design Documents Completion: TBD Design Development Documents Completion: TBD Submit for Permits: TBD 90% Complete Construction Document for GMP TBD 100% Complete Construction Documents: TBD .2 Construction commencement date: Anticipated Subcontractor Bid Opening: TBD Anticipated Commencement of Construction: TBD .3 Substantial Completion date or dates: Anticipated Substantial Completion: TBD .4 Other milestone dates: N/A § 1.1.5 The Owner's requirements for accelerated or fast -track scheduling, or phased construction, are set forth below: (Identify any requirements for fast -track scheduling or phased construction.) See the RFP and RFQ documents. § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any.) N/A • M LYNN . + A . + • +. . . . + ■ ■ . . . ■ Y . 1 . • . ■ a ■ ■ . • S • • • •I i Willi- • • g V li • • • • - • • • • • ■ 0 • .■ . � a + . ■ r■■ A . a a ■ ■ a Y 01111W .. . ■ r • • • • t • • • • • 11 WWI ill • • • I1161IMPT ALM P..FT-MMM a , TWIMMIC11 Pam ApOWALY&VIll a -"A -0000 &W. 5a all gal § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere) See the RFP and RFQ documents. § 1.1.8 The Owner identifies the following Designated representative in accordance with Section 4.2: (List name, address, and other contact information) Tom Gaines, Director of Central Services Grant County 3 5 C Street NW PO Box 37 Ephrata, Washington 98823 t ainesggrantcountywa. gov (509) 754-6085 Direct AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 3 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E (509) 754-2011 Main (509) 237-2920 Mobile All preconstruction communications up until the execution of each GMP Amendment shall also be directed to the Owner's Project Manager at the address below. Notices required by this Agreement must be directed to the Designated Representative above. David Beaudine, CCM, Assoc. DBIA Vice President Turner & Townsend Heer.. 1212 N. Washington St, Suite 210 Spokane, Washington 99201 (509) 714-7167 Mobile David.B eaudinekturntown. com O § 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Construction Manager's submittals to the Owner are as follows: (List name, address and other contact information) Grant County, Grant County PUD, Moses Lake Fire Department, other local authorities havinia jurisdiction, jurisdictional utility providers, and others as required to review the Construction Manager's submittals. The Construction Manager shall participate (at the Owner's request) in presentations to the Owner's Board of Commissioners regardiniz certain submittals, "which could include without limitation the schematic design and design development documents and explanation of the GMP for approval. § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Geotechnical Engineer: N/A; to be retained by the Architect. .2 Civil Engineer: Great West Engineering; to be retained by the Architect .3 Other, if any: (List any other consultants retained by the Owner, such as a Project or Program Manager) Value Engineering: TBD Constructability Review: TBD Owner's Project Manager / GC/CM Advisor: David Beaudine Mechanical & Plumbing Engineer (to be retained by the Architect): Stantec Electrical Engineer (to be retained by the Architect): Coffman Engineers Inc. § 1.1.11 The Architect's representative: (List name, address, and other contact information) William D. Rutherford, AIA CRA Architects 2027 Thomasville Rd. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 4 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E Tallahassee, FL 32308 (850) 545-2208 Mobile § 1.1.12 The Construction Manager identifies the following Designated representative in accordance with Article 3: (List name, address, and other contact information) Andrew Brenner Ly ig Construction, Inc. 11001 E Montgomery Dr Spokane Valley, WA 99206 (509) 534-0451 Main ABrenner@lydig.com .com § 1.1.13 The Owner's requirements for the Construction Manager's staffing plan for Preconstruction Services, as required under Section 3.1.9: (List any Owner -specific requirements to be included in the staffing plan.) See the RFP and RFQ documents, and the personnel identified by the Construction Manager in response thereto. § 1.1.14 The Owner's requirements for subcontractor procurement for the performance of the Work: (List any Owner -specific requirements for subcontractor procurement.) Subcontractor work must be bid in accordance with the requirements of RCW 39.10.380, this Agreement, and the a.re, ed-upon Subcontracting Plan. The Owner and Construction Manager will discuss whether to select certain Subcontractors under the requirements of RCW 39.10.385. § 1.1.15 Other Initial Information on which this Agreement is based: See the RFP and RFQ documents. § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the Project schedule, the Construction Manager's services, and the Construction Manager's compensation. The Owner shall adjust the Owner's budget for the Guaranteed Maximum Price and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 Neither the Owner's nor the Construction Manager's Designated representative shall be changed without ten days' prior notice to the other party. ARTICLE 2 GENERAL PROVISIONS 4 2.0 DEFINITIONS s § 2.0.0 These Definitions are often shorthand references to more formal definitions elsewhere in the Contract Documents. When a defined term is described elsewhere in the Contract Documents, the more descriptive definition shall control over any general description in this Section 2.0. §2.0.1 The Agreement is this revised A133-2019 Agreement between Owner and Construction Manager. All references to the A 133 in the Contract Documents are to this revised document. 2.0.2 An Allowance is a stated amount included in the Guaranteed Maximum Price ("GMP") and approved by the Owner for a stated part of the Work that is not fully defined and/or quantified at the time the GMP is established. When that part of the Work is adequately defined and/or quantified, the GMP will be adjusted to account for the difference between the Allowance and the actual Cost of the Work for that item in an amount that is mutuallyagreeable to the Owner and Construction Manager. Followingthe he adjustment, that part of the Work will no longer be an Allowance item. 4 2.0.3 An Application for Payment is described in Article 9 of the General Conditions and Article 11 of this Agreement. An Application for Payment is generally a document the Construction Manager submits to the Owner and the AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 5 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E Architect itemizing amounts due for and operations completed at the Proi ect site in accordance with the Contract for Construction. § 2.0.4 The Architect, listed above, is the entity with which the Owner has contracted in a separate Owner -Architect agreement; the Architect is described in Section 4.3 of this Agreement and defined in Section 4.1 of the General Conditions. § 2.0.5 A Change Order is defined in Section 7.2.1 of the General Conditions and is generally a written instrument signed by the Owner, the Construction Manager and the Architect that modifies the Contract for Construction and states their agreement upon a Change in the Work, the amount of the adjustment, if any, in the GMP; and the extent of the adjustment, if any, in the Contract Time. § 2.0.6 A Claim is defined in Article 15 of the General Conditions and generally consists of a demand or assertion by one of theparties seeking, as a matter of right, adjustments or interpretations of Contract terms, payment of money, extension of time or other relief. The term "Claim" includes disputes and matters in question between the Owner and the Construction Manager arising out of or relating to the Contract Documents. § 2.0.7 A Construction Change Directive is defined in Section 7.3 of the General Conditions as a written order prepared by the Owner or Architect and signed by the Owner and Architect, with or without the agreement of the Construction Manager, directing the Construction Manager to perform a change in the Work, or perform Work the Construction Manager contends to be a change in the Work, prior to agreement of the basis for adjustment, if any, to the Contract for Construction. 2.0.8 The Construction Manager is the entity identified above as the party to this Agreement responsible for performing the Preconstruction Services and, upon successful negotiation and execution of the GMP Amendment, responsible for construction of the Work through its own services as well as through Subcontractors. The Construction Manager is identified as the "Contractor" in the General Conditions and shall provide the services of a General Contractorlonstruction Manager as defined in RCW 39.10. § 2.0.9 The Construction Manager's Contingency is described in Section 3.2.4. § 2.0.10 The Construction Phase is defined in Section 3.3 of this Agreement and generally consists of the period of the Contract during which the Construction Manager performs construction of the Work after the earlier of execution of the GMP Amendment or the Owner's issuance of a Notice to Proceed. 2.0.11 The Construction Schedule is the schedule defined in Section 3.10 of the General Conditions and prepared, revised and utilized by the Construction Manager for its performance under the Contract for Construction. § 2.0.12 The Contract Documents are defined in Section 1.1.1 of the General Conditions and Section 2.1 of this Agreement. § 2.0.13 The Contract for Construction (sometimes referred to as the Contract) is the agreement between the Owner and the Construction Manager and is formed by the Contract Documents. § 2.0.14 The Contract Sum is defined in Section 6.1 of this Agreement and Section 9.1 of the General Conditions as the amount that the Owner is to pay the Construction Manager for its performance of the Work under the Contract for Construction. The Contract Sum consists of the sum of the reimbursable Cost of the Work (including Negotiated Support Services, the Specified General Conditions and the Construction Manager's Fee), and it shall not exceed the GMP. Neither the Preconstruction Services Cost nor the sales tax is included in the Contract Sum. § 2.0.15 The Contract Time is the time defined in Section 8.1.1 of the General Conditions and specified in the GMP Amendment to achieve Substantial Completion of the Work. § 2.0.16 The term Contractor means the Construction Manager. § 2.0.17 The Cost of the Work is defined in Article 7 of this Agreement. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," [nit. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 2.0.18 Drawings are defined in Section 1.1.5 of the General Conditions and generally are the graphic and pictorial portions of the Contract Documents showing the design and location of the Work, and generally include plans, elevations, sections, details, dimensions, schedules and diagrams. § 2.0.19 The Construction Manager's Fee is the amount specified in the GMP Amendment based on the percentage contained in Section 6.1.2 of this Agreement that the Construction Manager is to receive under this Contract in addition to the Cost of the Work for its performance of the Work. The Fee compensates the Construction Manager for all aspects of its performance other than the Cost of the Work, and it includes the Construction Manager's profit and all overhead expenses _(not otherwise reimbursable under this Agreement or through the Specified General Conditions), including but not limited to all bonds and insurance required by Sections 11.1 of the A201 (but not builder's risk insurance), any bonding of Subcontractors with subcontracts under $300,000, all home office overhead, the cost of the Project Executive, and all taxes except Washington. State Sales Tax on the Contract Sum, and as otherwise described in this Agreement and the Cost Responsibility Matrix. The Fee is applied to all reimbursable Costs of the Work as defined in Article 7, to the Negotiated Support Services, to the Specified General Conditions, and to the use of the Construction Manager's Contingency,but but only as that Contingency upended. The Fee is not applied to any unused amount of the Construction Manager's Contingency or to any other costs except as described above § 2.0.20 Final Completion is defined in Section 9.10 of the General Conditions and _generally occurs when the Owner finds that the Work has been fully concluded, the required occupancy permit has been issued, the commissioning_ process and any validation process have been successfully concluded, incidental corrective or punch list Work and final cleaning have been completed, the Construction Manager has submitted or delivered all specified items, the Construction Manager has submitted a final Application for Payment, and the Owner has approved a final Application for Payment. § 2.0.21 The General Conditions of the Contract are defined in Section 2.3 of this Agreement and are the revised 2017 Edition of AIA Document A201, General Conditions of the Contract for Construction, which is incorporated herein by reference. All references to the A201 or to the General Conditions in the Contract Documents are to the revised document. § 2.0.22 The Guaranteed Maximum Price ("GMP") is defined in Section 3.2, described in Section 6.2 of this Agreement, and established in the GMP Amendment. The GMP consists of the sum that the Owner and the Construction Manager establish in the GMP Amendment as the fixed limit for all Costs of the Work reimbursable under Article 7 of this Agreement, which includes the MACC, the Negotiated Support Services, the Specified General Conditions, the Construction Manager's Fee, and the Construction Manager's Contingency. The GMP does not include the Preconstruction Services Cost or sales tax on progress payments. State and local sales tax on the Contract Sum will be reimbursed by the Owner and paid with progress payments. The Owner is not obligated to pay the Construction Manager more than the GMP for the performance of the Work. The GMP is the equivalent to the "Total Contract Cost" as that latter term is used in RCW 39.10. § 2.0.23 The GMP Amendment is described in Section 3.2 of this Agreement and generally is an amendment to this Agreement setting forth the GMP for all or for an identified portion of the Work, the information and assumptions upon which it is based, the Contract Time, and other information upon which the parties agree. There may be more than one GMP Amendment, such as if the Owner and Construction Manager agree to early Work packages, for securing long lead items, or as otherwise agreed. _ 2.0.24 The Maximum Allowable Construction Cost ("MACC") consists of the sum to which the Owner and the Construction Manager agree in writing as a part of the GMP negotiations, as an estimate of the Cost of the Work reimbursable under Article 7 of this Agreement. The MACC does not include the Negotiated Support Services, the Specified General Conditions, the Construction Manager's Contingency, the Construction Manager's Fee, Preconstruction Services, or sales tax. A final MACC will be established as part of the GMP negotiation in accordance with this Agreement. 2.0.25 Negotiated Support Services are addressed in Section 7.8.3 of this Agreement and further clarified in the Cost Responsibility Matrix and are generally items the Construction Manager normally would manage or perform on such a project, including but not limited to, surveying, laser scanning, hoisting, cleanup and trash removal, street cleaning, dust control, maintenance of traffic on public street and roads, temporary heat, temporary hookups, temporary toilets, temporary fences, enclosures, barriers and barricades, temporary meter installation for water, utilities, natural gas, sewer and storm sewer, and advertisement of subcontract bid packages. Negotiated Support Services include site -specific safety expenses (but general safety administration and staff costs associated with safety are included in the Specified General AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E Conditions). Approved Negotiated Support Services are reimbursable, consistent with the Contract Documents, to the extent they are Costs of the Work within the GMP. The Construction Manager's management of Negotiated Support Service is included within the Specified General Conditions amount. If the Owner requires the Construction Manager to provide the Builder's Risk insurance (see Section 11.6 of the A201), such premiums will be paid as a Negotiated Support Service. § 2.0.26 A Notice to Proceed is generally a written notice the Owner submits to the Construction Manager that generally permits construction or a designated portion thereof to commence upon the Construction Manager's compliance with conditions expressed in the notice. An executed GMP Amendment shall act as a Notice to Proceed with the Work covered by the GMP Amendment, unless stated otherwise therein. § 2.0.27 The Owner is the entity listed on the first page of this Agreement. § 2.0.28 The Owner -Architect Agreement is the separate agreement between the Owner and the Architect relatingto o the design of the Project. 2.0.29 The Owner's Designated Representative, identified above, is a representative of the Owner. The Designated Representative's duties and responsibilities are specified in the Contract Documents. The Owner's Designated Representative itself is not empowered to waive any terms or conditions of the Contract Documents or to commit the Owner to additional costs or time except as explicitly provided in this Agreement. § 2.0.30 The Preconstruction Phase is defined in Section 3.1 and generally consists of the initial portion of the Construction Manager's services and performance under the Contract prior to execution of the GMP Amendment or issuance of the Notice to Proceed. § 2.0.31 The Preconstruction Services generally consist of those services provided by the Construction Manager under Sections 3.1 and 3.2 of this Agreement and any exhibit describing the Preconstruction Services. § 2.0.32 The Preconstruction Services Cost is defined in Section 5.1 of this Agreement and is the compensation payable by the Owner to the Construction Manager for Preconstruction Services. § 2.0.33 The Project is defined on the cover page above and in Section 1.1.4 of the General Conditions § 2.0.34 The Owner's Project Manager, listed herein, is the entity with whom the Owner has contracted in a separate Owner -Project Manager agreement. The Owner's Project Manager reports to the Owner's Designated Representative The Owner's Project Manager will provide project management services during -Preconstruction and will act as the primary point of contact during preconstruction for Owner -Construction Manager communications and for all matters relating to the Preconstruction services and requirements of this Agreement. The Owner's Project Manager will be involved to a lesser extent during construction. The Owner's Project Manager is not empowered to waive any terms or conditions of the Contract Documents or to commit the Owner to additional costs or time except as explicitly provided in this Agreement. § 2.0.35 The Project Team consists of the Construction Manager, the Owner, the Owner's Project Manager, the Architect, and all consultants and Subcontractors of any tier employed or retained by each of them. § 2.0.36 Specifications are defined in Section 1.1.6 of the General Conditions and generally consist of the 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. § 2.0.37 Specified General Conditions are further defined in Article 7 and further clarified in the Cost Responsibility Matrix and generally mean certain selected general conditions Work and services specified in the Contract Documents to be provided by the Construction Manager for the fixed Specified General Conditions price as a part of the Cost of the Work. The Specified General Conditions are to be performed by the Construction Manager with its own forces in most instances. The Specified General Conditions include and pay for any Preconstruction Services that occur after the GMP is established through execution of the GMP Amendment. The Specified General Conditions include but are not limited to all of the Construction Manager's construction administration, management services and supervision of the Project, all costs associated with the subcontractor bidding_ process (except costs of subcontractor bid document reproduction which AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E is a reimbursable Cost of the Work), such as developing solicitations, site tours, responding to questions from bidders, providing a bid opening facility (unless the Owner elects to provide such facilities), bidding in accordance with the requirements of the Contract Documents and RCW 39.10, subcontract award, and general safety administration..Any cost that isnot _specifically identified as a reimbursable Cost of the Work, as a Negotiated Support Service, or as covered by the Fee shall be covered by the amount bid for Specified General Conditions. § 2.0.38 The Subcontracting Plan is defined in Section 3.1.11 and is prepared by the Construction Manager for the Owner's approval prior to conclusion of the Design Development phase. It identifies all proposed subcontract bid packages, any contemplated alternative subcontractor selection process permitted by RCW 39 10, any bid packages for which the Construction Manager expects to compete, all preliminary subcontractor scopes of work, the timing of solicitation of subcontractor bids for the packages to meet the Construction Schedule, major coordination issues with other packages, and means to enhance the opportunity for local businesses to participate in performing the Work § 2.0.39 A Subcontractor is defined in Section 5.1 of the General Conditions and is generally a person or entity that has a direct contract with the Construction Manager. A Subcontractor of any tier is a Subcontractor or a lower tier subcontractor that performs a portion of the Work of the Project at the site or supplies materials or equipment A Design -Build Subcontractor is a Subcontractor that will not only construct discrete portions of the Work but also will participate in the design of such portion, to the extent permitted under Washington law. § 2.0.40 Substantial Completion is defined in Section 9.8 of the General Conditions. The required date of Substantial Completion is established in the GMP Amendment. § 2.0.41 The Work is defined in Section 1.1.3 of the General Conditions and generally means the construction and services performed in the Construction Phase as 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 Construction Manager to falfill its obligations. § 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Owner with the assistance of the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15. § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner to furnish professional, competent and efficient construction administration, management services, and supervision, with sufficient quantities of fully_ qualified, competent and experienced personnel; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an €x..B*�^„� eean^al manner --expeditious, workmanlike and economical manner in compliance with the Contract Documents and consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. The parties shall endeavor to promote harmony, mutual respect, and cooperation among the Owner, Architect, Construction Manager, authorities having jurisdiction, and other persons or entities employed by them for the Project to the fullest extent possible in order to further the interests of the Owner in the Project and to effect prompt and successful completion of the Project within the requirements of the Contract Documents, the Contract Time and the GMP. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-'1 262-4428-8C96-B35C3977598E § 2.3 General Conditions § 2.3.1 For the Preconstruction Phase, AIA Document A201 TM-2017, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13.1, Governing Law. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. § 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2017, which document is incorporated herein by reference. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. 2.3.3 The Construction Manager shall perform the Preconstruction Services, shall be responsible for coordinating the activities of construction during the Construction Phase if the GMP Amendment is signed, shall be fully responsible for discharging all of the Construction Manager's obligations under the Contract Documents, and, during the Preconstruction and Construction Phases, shall advise and work with the Project Team to make recommendations for alternate or substitute products and technologies, construction techniques, methods and practices based on maintainability d durability as well as cost savings, time saving and/or other related efficiencies. The Owner will be responsible for coordinating the activities of the Project Team during the Preconstruction Phase. ARTICLE 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager's Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications prepared by the Architect are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. The Construction Manager shall carefully review upon receipt all Drawings and Specifications submitted to it at each level of design. The Construction Manager shall promptly report to the Owner and the Architect any error, inconsistency or omission that the Construction Manager may discover in them and shall recommend changes and alternatives. The Construction Manager's review shall be made in the Construction Manager's capacity as a contractor and not as a licensed design professional, except to the extent the Construction Manager or a Subcontractor has design -build responsibilities. § 3.1.2 The Construction Manager shall participate as a part of the Project team to provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, and coordinate estimating reconciliation, each in terms of the other. The Construction Manager shall perform the Preconstruction Services described in this A133 Agreement and anplicable provisions of RCW 3 9. 10 as well as the Preconstruction Services described in the Preconstruction Services Scope of Work. § 3.1.3 Consultation § 3.1.3.1 The Construction Manager shall jointly schedule and conduct meetings with the Architect and Owner on average on a weekly basis during the remainder of the Schematic Design Phase, Design Development phase, and the Construction Document Phase to discuss such matters as procedures, progress, design issues, coordination, and scheduling of the Work. § 3.1.3.2 The Construction Manager shall actively and cooperatively advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also actively and collaboratively provide recommendations to the Owner and Architect, consistent with the Project requirements, on AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 10 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; phasing and site work planning; sequencing and scheduling for procurement, installation and construction; traffic planning; occupied site strategies; factors related to construction quality, local market trends, bidding strategies, maintainability and durability factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, value engineering_and possible cost reductions. The Construction Manager shall consult with the Owner and Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. § 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing wfi#en building information modeling and digital data protocols for the Project to establish the protocols for the development, use, transmission, .and exchange of digital data. 3.1.3.4 Design Review. The Construction Manager shall review the Schematic Design Documents, Design Development Documents and Construction Documents, Specifications, and other Contract Documents as they are developed and completed. These documents will include those prepared by any Design -Build Subcontractors and maybe developed at different rates for different components of the Project. The Construction Manager shall also review all other documents provided by the Owner, including but not limited to the associated environmental documents, all record drawings of existing facilities and all documents provided or made available as a part of the GC/CM selection process. The Construction Manager shall promptl;�report in writing to the Owner and the Architect any errors, inconsistencies, incomplete information or other questions or deficiencies that the Construction Manager has discovered and that need to be resolved for the successful completion of the Work, paying_particular attention to coordination issues. Design review activities are to be a cooperative and collaborative effort with the Architect, the Owner, and their consultants. The Construction Manager shall recommend changes and alternatives to the Architect and Owner, without, however, assuming any of the Architect's design responsibilities, except to the extent the Construction Manager or a Subcontractor performs design -build Work. 3.1.3.5 Constructability. The Construction Manager shall work with the Owner and Architect to prepare a constructability plan for the Project to reduce cost, save time, improve quality, reduce risk and improve the overall process of Project delive , . Key objectives of the constructability„program will include creation and maintenance of a well -planned, safe, effective, cooperative and mutually beneficial work environment for all participants. A primarX objective of these efforts will be to assist the Owner to ensure that the final GMP does not exceed the Owner's budget and that the Project is completed on time. The Construction Manager shall perform actions designed to minimize adverse effects of labor or material shortages or delays; time requirements for procurement, installation and construction completion; and factors related to construction cost. As part of this effort, the Construction Manager shall participate in and provide written comments as a part of formal constructability reviews following ompletion of the Design Development Documents and when the Construction Documents are 90% complete and shall confirm prior to solicitation of the first subcontract bid package that a constructability analysis has been performed. 3.1.3.6 Value Engineering. The Construction Manager will participate in value engineering the design documents at the completion of the Schematic Design phase and on a continuing basis with the Architect in subsequent phases up to 90% Construction Documents. At the completion of each of its reviews, the Construction Manager will provide the Owner and Architect with a formal record of its findings and recommendations. The Architect and the Construction Manager will brief the Owner and any value engineers and answer their questions to determine the advisability of changes in the design documents. Value engineering will include selecting building systems, with final selection of systems to occur Drior to the start of the Construction Documents Phase. § 3.1.3.7 Site Investigation. The Construction Manager shall suggest to the Owner and shall perform as agreed with the Owner and as a non -labor cost under Section 5.1, site investigation to assist in development of the design and construction planning § 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, and by no later than 75% of the Design Development phase, the Construction Manager shall prepare and periodically update a Project schedule for the Architect's and the Owner's review and the Owner's acceptance. Regardless of any review, acceptance, or approval of the Construction Manager's schedule, the Owner shall not be responsible for any aspects of the Construction Manager's schedule. The Construction Manager shall obtain the Architect's and Owner's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."°AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 11 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Nantes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities; and identify items that affect the Proj ect's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. The Construction Manager will be responsible for the Construction Schedule, including a plan for phased construction defined in the Contract Documents. § 3.1.5 Phased Construction The Construction Manager, in consultation with the Owner and Architect, shall provide recommendations with regard to accelerated or fast -track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into consideration occupancy needs, site logistics, utilities, safety, cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues. § 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Architect's and Owner's review and the Owner's approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 The Construction Manager will collaborate with the Architect and Owner on cost estimates throughout the Preconstruction Phase, and will prepare detailed cost estimates following completion of the Schematic Design Phase, completion of the Design Development Phase, an update at the 50% Construction Documents milestone, and when Construction Documents are 90% complete (the "GMP estimate"). The Construction Manager shall also reconcile its estimate with the Architect's cost estimator at each phase for the Construction Manager's, Architect's, and Owner's acceptance. Cost escalation to the time of Subcontractor bidding in these estimates shall not exceed three percent (3%) at Schematic Design, two percent (2%) at Design Development, and one percent (1%) at Construction Documents without approval of the Owner. Timely and complete estimates are critical to the success of the Project; therefore, failure of the Construction Manager to submit timely cost estimates shall be grounds for withholding a proportionate amount of the Preconstruction Services Fee or for the termination of the Construction Manager for cause. As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate estimates of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate -estimates those costs to allow for the further development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate -estimates shall be provided for the Architect's and Owner's review and the Owner's approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective aefierraction, including participation in preparing a list of proposed cost savings equal to or greater than the overage. The Construction Manager will also collaborate with the Architect and Owner on cost estimates prior to issuing each subcontract bid package, and will, at a minimum, prepare detailed cost estimates for each such package. § 3.1.6.3 If the Architect is providing cost estimating , services, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect's and Owner's review and the Owner's approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities. § 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services consistent with its RFQ and RFP responses for the Owner's review and approval. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 2 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 3.1.10 .Not used. § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 14 . l n JVA. e at l The Construction Manager shall provide a construction management and subcontracting plan ("SubcontractingPlan"), lan„), addressing the Owner's requirements, for the Owner's review and apprev approval prior to conclusion of the Design Development Phase. § 3.1.11.2 The Construction Manager shall develop bidders' interest in the Project. Prior to Subcontractor bidding and negotiation of the GMP, the Owner and the Construction Manager shall negotiate the following items and shall include such items in the agreed -Won , Subcontracting Plan. The Subcontracting Plan shall describe the process for allocating scope of Work among the bid packages and shall identify .1 All subcontract bid packages, specifying ing those upon which the Construction Manager or its affiliates intend to bia; .2 The scopes of Work, timing of solicitation of bids for the packages to meet the Construction Schedule; .3 Major coordination issues with other packa es; .4 The inclusion plan and other means to enhance the opportunity for local, disadvantaged, and MWBE businesses to participate in performing the work (e.g., through development of multiple work packages); .5 The scope of work and cost estimates for each subcontract bid package; and .6 Any intention of the Construction Manager to select a Subcontractor in accordance with the alternative procedure specified in RCW 39.10.385. § 3.1.11.3 The processes described in Article 9 shall also apply if bid packages will be issued during the Preconstruction Phase. § 3.1.11.4 If the Owner is unable to negotiate to its reasonable satisfaction any aspect of Section 3.1.11.2, then the Owner may terminate negotiations with the Construction Manager. The Owner may, but is not obligated to, solicit bids or negotiate with the next highest scored proposer and continue until an agreement is reached or terminate the process. 3.1.11.5 The Construction Manager shall use its best efforts to develop the interest of subcontractor bidders in the Project. The Construction Manager shall develop and use bidder responsibility criteria for all subcontract bid packages for which there is no prebid determination of subcontractor eligibility._ The Construction Manager shall consider prebid determinations of Subcontractor eligibility to the extent permitted by statute and shall furnish to the Owner and Architect for their information as a part of the submittal of its Subcontracting Plan a list of possible eligible Subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom bids will be requested for each principal portion of the Work. The Owner will promptly reply in writing to the Construction Manager if the Architect or Owner knows of any objection to such Subcontractor or supplier, to the extent that any such obi ection is based upon the lack of a prequalification, failure to meet bidder responsibility criteria, or is otherwise supported by statute or other law. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed Subcontractors or suppliers, nor shall it or the lack of any obi ection waive the right of the Owner or Architect later to object to or reject any proposed Subcontractor or supplier. § 3.1.12 Procurement The Construction Manager shall prepare, for the Architect's and Owner's review and the Owner's acceptance, and updated at least monthly, a procurement schedule for items and/or associated services that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the bidding, ordering and delivery of materials that must be or-defed i adva- ee of eens meti n. if the Owner- gFee&-bid or ordered in advance of construction following the requirements of RCW 39.10. If the Owner agrees, and consistent with RCW 39.10.390, to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept ensi� for- thrand assume responsibility for them. The Construction Manager_ shall identify and estimate the value of any items that require off -site storage, together with proposed locations for storage during the course of the Work, which must be acceptable to Owner. These locations shall be selected to provide a maximum of protection and minimum of cost and AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 3 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E delay associated with delivery to the site. See also Section 11.1.3.1 regarding requirements for any payments of items stored off -site. § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi -governmental authorities. § 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager, or reference an exhibit attached to this document (Describe any other Preconstruction Phase services, such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc.) Reference the RFP for a description of Construction Manager's other expected preconstruction services § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, and when the Construction Drawings and Specifications are at least 90% complete, the Owner will submit a "GMP set" of Construction Documents to the Construction Manager, and, within twenty-eight,_days of receipt, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review, and the Owner's review, negotiation and acceptance. The Construction Manager shall promptly notify the Owner if it does not consider the Drawings and Specifications to be at least 90% complete and shall not propose a GMP until the Drawings and Specifications are at least 90% complete The Guaranteed Maximum. Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, the Construction Manager's contingency described in Section 3.2.4, the Specified General Conditions, the Negotiated Support Services, and the Construction Manager's Fee described in Section 6.1.2. § 3.2.2 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 t er-e f.e . therefrom by allowing for such further development in its cost proposal. The Construction Manager will also make allowance within the GMP for market conditions at the time of bidding and possible estimating inaccuracies. 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. A Change in the Work will not be warranted if the Work in question was reasonably inferable from or contemplated by, a prudent construction manager could have realized that the Work was necessary and appropriate under, the Contract Documents referenced in the GMP Amendment. § 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, divided into the proposed subcontract bid packages, and allocation of the scope of Work among the bid -packages, and including assumptions under Section 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including n"��T����,0. —any Owner -approved allowances (the MACC, Specified General Conditions, Negotiated Support Services, and other Article 7 Costs of the Work); the Construction Manager's contingency set forth in Section 3.2.4, and the Construction Manager's Fee; .4 The i pied -required date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must conclude negotiations and accept the Guaranteed Maximum Price. § 3.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency for the Construction Manager's exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. The Construction Manager's Contingency shall be no more than three percent (3.0%) of the combined total of the MACC, AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 14 1 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E Negotiated Support Services, Specified General Conditions, and the Construction Manager's Fee. In the GMP spreadsheet, the Construction Manager's Contingency shall be the final entry below the subtotal of the above items before calculating the final GMP. The Construction Manager's Contingency is for the Construction Manager's use to cover costs arising under Section 3.2 and other costs that are properly reimbursable as a Cost of the Work but not qualified for inclusion in a Change Order. .1 The Construction Manager may use the Construction Manager's Contingency to pay for Project issues that are within its control, such as design issues that a reasonable construction manager could have resolved during the Preconstruction Services Phase, items in Drawings but not in the Specifications, items on one Drawing but not another, items specified but not drawn, non -specified items within Specifications, buy-out errors or shortfalls, scopes aps, ambiguities in the Construction Documents, damaged Work not covered by insurance (except for deductibles, which are not reimbursable), interdisciplingy design coordination, Subcontractor performance, and unanticipated expediting costs for critical materials. .2 The Construction Manager's Contingency may also be used for issues beyond the Construction Manager's control such as lost time, unavoidable increases in bid subcontracts, and Subcontractor failure. .3 The Construction Manager must give the Owner notice and supporting cost backup when applying to use the Construction Manager's Contingency. This Contingency is not available for Owner -directed design or scope changes, unforeseen or differing site conditions, and design errors or omissions beyond the reasonable inferences described in Section 3.2.2, as those costs entitle the Construction Manager to a Change Order. .4 The Construction Manager shall use the Construction Manager's Contingency only for the items in this Section 3.2.4 and only with the Owner's prior written consent, which shall not unreasonably be withheld. .5 Each use of Construction Manager's Contingency shall be shown as a separate line item in the schedule of values submitted with Applications for Payment. .6 Following Subcontractor bidding, if the sum of the Subcontractor bids and other identified Costs of the Work is less than such anticipated costs as listed in the GMP Amendment, the difference in such amounts (cost savings between anticipated costs and bid costs) shall be transferred to a new line item within the GMP for the Owner's use to fund Change Orders and scope betterments. .7 At the end of the Project, any balance remaining in the Construction Manager's Contingency, and any balance remaining in the new line item described in .6 above, including any Fee percentage that had already been applied to the unused Construction Manager's Contingency, shall be returned to the Owner in a deductive Change Order before Final Payment. 3.2.4.1 The MACC shall consist of all Subcontractor scopes of Work by bid packages consistent with the Subcontractin Plan, including Work the Construction Manager will self -perform through the Subcontractor bidding process, and other Article 7 Costs of the Work except the Negotiated Support Services and the Specified General Conditions. The MACC used in negotiating the GMP shall be the summation of the actual amounts of any low bids received for Subcontract bid packages already bid and estimated amounts for Subcontract bid packages not vet bid. Upon completion of the buyout of subcontract bid packages, the Construction Manager shall ascertain whether any scope changes beyond those specified in Section 3.2.2 have occurred in the subcontract bidding documents as a result of completion of the Construction Documents to the 100% level. In the event that these scope changes are recluired for the Proi ect and approved by both the Construction Manager and the Owner, any balance in the MACC may be accessed to cover such scope changes. If the sum of the awarded subcontract bid packages exceeds the MACC the Construction Manager may use the Construction Manager's Contingency to cover such shortfall. It is the intent of the parties that when the GMP is set, the Construction Manager will have participated in and be fully aware of the existing conditions and proposed design for the Project. It is further intended that the GMP will include all elements necessary to complete the Project in accordance with the Contract Documents, and that Change Orders adjusting the GMP will therefore not be necessa . except in limited circumstances as set forth below. Accordingly, the GMP shall be adjusted principally for the following events: .1 Scope Changes. Owner revisions on scope _items Dreviouslv approved by the Owner and incorporated in the pricing of the GMP. Examples: The Owner approved use of MC cable in lieu of conduit for branch wiring runs and later decides to change back to conduit; or bid alternates not included in the GMP. .2 Concealed or Unknown Conditions as described in Section 3.7.4 of the General Conditions. For example, during the Construction Phase, substantially differing site conditions are encountered that could not have been reasonably anticipated or discovered by the Construction Manager during the Preconstruction Phase. This category includes unknown and unforeseeable hazmat conditions and soil conditions, AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 15 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E .3 Regulatory Agency Changes. Costs incurred as a result of changes in regulatory requirements but onlx where such requirements change after execution of the GMP Amendment. (This shall not include costs incurred as a result of inspections or other enforcement that are based upon pre-existing requirements of the building_permit and does not include changes in tariffs.) .4 Significant Design Errors or Omissions. Significant errors or omissions in the Drawings or Specifications that could not reasonably have been anticipated or discovered by the Construction Manager before the GMP was established. However, design errors and omissions do not include, for example: (1) failure to coordinate between trades; (2) requirements of the Specifications that are not specifically shown in Drawings; (3) requirements of the Drawings that are not specifically described in the Specifications; or (4) design changes made at the request of the Construction Manager in order to facilitate the constructability of the Project. The failure of the Architect to specify every detail in the Construction Documents does not eliminate the requirement for the Construction Manager to provide at least a standard commercially available detail to serve the basic functions of the design. .5 Changes required by governmental inspectors to meet requirements beyond those contained in regulations. Changes required by an inspector of a governmental authority having_ jurisdiction bend those contained in regulations or previously communicated. .6 Allowance adjustments. 3.2.4.2 Examples of events for which the GMP shall not be adjusted include but are not limited to: .1 Subcontractor gaps. Gaps in scope coverage between Subcontractors, including self -performed Work .2 Scope gaps. An item indicated in the Drawings or Specifications that was not picked up in the GMP. .3 Ambiguities. Ambiguities in the Construction Documents that the Construction Manager knew of or that a reasonable construction manager could have identified and raised with the Owner prior to establishing the GMP. .4 Interdisciplinary Coordination. Coordination inconsistencies and errors between design disciplines that the Construction Manager knew of, caused or contributed to, or reasonably could have known of. .5 Subcontractor Failure. A subcontractor goes bankrupt or becomes insolvent and needs to be replaced. The Construction Manager must exhaust all legal remedies against such Subcontractor's payment and performance bonds before the Construction Manager can access its contingency to cover any additional costs caused thereby .6 Escalation of materials, equipment or labor prices. If escalation occurs between the execution of the GMP amendment and subsequent Subcontractor bidding, the Construction Manager may use the Construction Manager's Contingency to pay for such escalation. No escalation after Subcontractor bidding shall be reimbursable. .7 The Construction Manager's Estimating errors. .8 Expediting costs for critical materials. .9 Coordination Claims. Costs related to Subcontractor Claims or charges that result from mistakes or omissions in Subcontractor buyout, or coordination issues between Subcontractors, or interference between Subcontractor and the Construction Manager or among Subcontractors. A Subcontractor claim may only increase the GMP if the basis of the claim would have entitled the Construction Manager to an increase in the GMP. § 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 6 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-12.62-4428-8C96-B35C3977598E § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for such costs. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. Revisions to the Drawings and Specifications will be included in the 100% Submittal and promptly furnished to the Construction Manager. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect promptly and in writing of any inconsistencies between the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised C;^PA+ ^et Dee • ents-and the revised Contract Documents, and shall comply with the contractual procedure in providing notice and assertin and Pursuing any Claim that may arise therefrom. If the Construction Manager does not provide this notification within thirtX days of its receipt of the revised Drawings and Specifications, the revisions shall be considered accepted with no change in the GMP or Contract Time. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes (but not sales taxes on the Contract Sum) for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. The only taxes excluded from the GMP and separately reimbursable by the Owner are state and local sales taxes on the Contract Sum. § 3.2.10 If the MACC varies more than 15% from the estimated MACC specified in the RFFP due to changes in the scope requested and approved by the Owner, the percentage applied to the MACC to determine the Fee shall be renegotiated when the GMP is negotiated. § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201-2017, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. § 3.3.1.2 The Construction Phase shall commence upon the Owner's execution of the Guaranteed Maximum Price Amendment or, prior to acceptance of the Guaranteed Maximum Price proposal, by written agreement of the parties. The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed (if different from contractual requirements) prior to execution of the Guaranteed Maximum Price Amendment. § 3.3.1.3 Although it will not cause the Construction Phase to commence, the Owner ma, at t any time approve the Construction Manager's (a) award of a subcontract, (b) undertaking construction Work with its own forces, or (c) issuance of a purchase order for materials or equipment and/or associated services required for the Work. Any Work so approved and undertaken shall comply with and be subject to this Agreement and the A201 General Conditions. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct weekly progress meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Ge stf ^fie '_` amager Architect shall prepare and promptly distribute minutes of the meetings to the Owner and ^ r-chit^^.Construction Manager. § 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work (the "Construction Schedule") and a submittal schedule in accordance with Section 3.10 of A201 24P-.A201-2017 and other Contract Documents. The Construction Manager shall provide regular monitoring and shall update monthly (or sooner in the event of a substantial change) the Construction Schedule as Work pro resses. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The reports shall: .1 Include information concerning both the entire Project and each subcontract bid package. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 17 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E .2 Identify variances between scheduled and probable completion dates, and recommend action required to meet scheduled completion dates. .3 Review the Construction Schedule for portions of the Project not started or incomplete and recommend to the Owner alternate procedures or adjustments to meet the scheduled completion dates. .4 Provide summary reports for each Construction Schedule update. .5 Document all significant changes in the Construction Schedule, whether the Owner approves of the change, and the reasons for them. .6 Record in writing and by photographs the progress of the Project. .7 Identify significant problems in scheduling together with recommended corrective action. .8 Maintain and report a QC log_ .9 Document any outstanding RFIs and risks associated with delayedponses. .10 List outstanding submittals and risks associated with delayed responses. .11 Document any outstanding Change Orders and any risks associated with delayed responses. .12 The status of permits that the Construction Manager is required to obtain or assist in obtaining_ .13 Track W/MBE participation. .14 Estimated/projected cost to date. § 3.3.2.4 Daily Logs The Construction Manager shall keep, and make available upon request to the Owner and Architect, and submit with its monthlyApplication for Payment or more often as requested by the Owner, a daily log containing a record for each day of weather, Subcontractors working at the site, deliveries, Work accomplished, portions of the Work in progress, number and employer of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. The information on the log does not constitute notice of a potential or actual Claim to the Owner. § 3.3.2.5 Cost Control The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect, and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 3.3.2.3 above. The Construction Manager shall include a Project status report in a format acceptable to the Owner, listing(i) all pending and/or approved Change Orders and Construction Change Directives (including amounts), Gi) an analysis of the Specified General Conditions and Negotiated Support Services budget with an explanation of substantial variances from previous budgets,(iii) projected cash flow of construction costs, (iv) an allocation by subcontract bid package and schedule -of -values line item, (v) expenditures to date, (vii) estimates to complete, (vii) forecast at completion, (viii) variances with budget and commitment, and (ix) the items for which the Owner has authorized the Construction Manager to use Contingency, the cost of those approved items, and the balance of funds remaining in the Contingency Account. 3.3.2.6 The Construction Manager shall review and inspect the. Work of the Subcontractors on a regular basis (at least as often as described in the Construction Manager's approved quality management plan) for defects and deficiencies in their Work and for conformance with the Drawings, Specifications and other Contract Documents, and shall stop the Work of Subcontractors if necessary. The Construction Manager shall provide notification at regularly scheduled progress. meetings of any material defects or deficiencies and recommend remedial action. The Construction Manager shall take the lead role in negotiating and resolving any disputes with Subcontractors and obtain the Owner's concurrence or approval of all settlements that may affect the GMP or the Construction Manager's Contingencv before executing change orders with Subcontractors. 3.3.2.7 As a part of the Specified General Conditions the Construction Manager shall maintain, in good order and on a current basis, a record copy of all subcontracts, purchase orders, Drawings marked to record all changes made during construction, Specifications, addenda, Change Orders, and other Modifications; shop drawings; product data; samples, submittals; inspection reports; purchases; materials; equipment; applicable handbooks; maintenance and operating manuals and instructions; other related documents and revisions which arise out of subcontracts or Work. These records shall be available to the Owner, and, at completion of the Project, delivered to the Owner. § 3.3.2.8 As part of the Specified General Conditions, the Construction Manager shall provide an adequate and experienced staff consistent with or in excess of that specified in its response to the RFQ and RFP. The staff shall include necessar and appropriate project managers, superintendents, field engineers, engineers, quality control specialists, AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 18 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID:9BD9C361-1262-4428-8C96-B35C3977598E scheduling engineers, cost engineers, safety engineer, clerical, accounting data processing_ personnel, and others. These individuals shall be employees of the Construction Manager and shall not be consultants. 3.4.1 Design -Build Responsibilities. § 3.4.1.1 The Construction Manager will utilize Design -Build Subcontractors to perform the design and construction of a portion of the Work as part of the GMP and as agreed upon with the Owner and to the extent allowable under Washington law. Design services shall not be performed directly by the Construction Manager but will be performed by qualified and licensed engineers and other design professionals engaged or employed by Design -Build Subcontractors. 3.4.1.2 The Construction Manager shall be responsible to the Owner for acts and omissions related to design by the Design -Build Subcontractors, their lower -tier Subcontractors, and their respective employees, agents, and other persons performing_ design services through the Construction Manager on the Project. If the Construction Manager believes that implementation of any instruction received from the Owner would cause a violation of M Uplicable law, the Construction Manager shall notify the Owner in writing and shall not be obligatedo perform any act which it believes would violate anygpplicable law. § 3.4.1.3 The Construction Manager shall require that Design -Build Subcontractors shall: .1 provide a preliminary evaluation of the Owner's preliminary program; .2 visit the site, review record drawings, become familiar with the existing facilities and local conditions, and correlate observable conditions with the requirements of the Owner's preliminary program and schedule; and .3 be responsible for their design and their respective Contract Documents being in compliance with the requirements of all applicable laws, ordinances, restrictions, building codes and regulations. Any conflicts or potential violations which a Design -Build Subcontractor or the Construction Mana er may discover shall be brought to the immediate attention of the Owner. However, nothing contained herein shall make the Construction Manager or a Design -Build Subcontractor responsible for unknown defects in existing construction or for changes to existing construction required by governmental authorities having ,jurisdiction, except to the extent that the Construction Manager or a Design -Build Subcontractor implements the changes to existing construction required by governmental authorities having_ jurisdiction. § 3.4.1.4 The Construction. Manager, through its Design -Build Subcontractors, shall provide services described below, and the GMP will be increased, if authorized in writing by the Owner: .1 making revisions in the Construction Documents, budget or other documents, when such revisions are inconsistent with prior approvals or instructions of the Owner, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or are required by the governmental authorities having_ jurisdiction and requesting upgrades not reasonably anticipatable to an existing facility, .2 providing services at the Owner's specific request to perform detailed investigations of existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the Owner; .3 coordinating services in connection with the performance of separate contractors or individuals retained by the Owner subsequent to the Owner's issuance of the notice to proceed with construction; .4 providing analyses of owning and operating costs subsequent to the Owner's issuance of the notice to proceed with construction; or .5 making investigations, inventories of materials or equipment, or valuations and detailed appraisals, all of existing facilities. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 Information and Services Required of the Owner § 4.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 4.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 9 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E obligations under the Contract. After execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request such information as set forth in A201-2017 Section 2.2. § 4.1.3 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Article 7, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Proj ect's scope and quality. § 4.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 4.1.4.1 The Owner shall furnish tests, inspections, and reports, required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.1.4.2 Vie -Unless otherwise provided, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4.1.4.3 The Architect, when such services are ,requested and upon the Owner's approval, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 4.1.5 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. § 4.1.6 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities Ets-r-e"ifed this n arBa..�to meet the Objective. § 4.2 Owner's Designated Representative The Owner shall id%e.: LtJFP ^ fepfe eataye has identified its designated representative in Section 1.1.8 of this Agreement who is authorized to act on behalf of the Owner with respect to the . Project and ma redesignate a replacement representative. The Owner's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201-2017, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. Because the Owner is a public entity, the Owner's designated representative will have authority within specified limits to act on behalf of the Owner in writing with respect to changes in the scope of the Work, in the GMP, and/or the Contract Time. Any decisions and approvals beyond those specified limits involving_a, change in the scope of the Work, in the GMP, and/or the Contract Time, or involving modification or waiver of the terms of the Contract Documents must be approved in writing by the Owner's Board of Commissioners. § 4.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. The Owner is not required to furnish legal, insurance and accounting services for the benefit of the Construction Manager. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 24 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 4.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B 1 331M 2011- B 103TM-2017, Standard Form of Agreement Between Owner and Architect, �� time ie T.I;in a r-y,,,. stiz eter- Edition; -as revised, including any additional services requested by the Construction Manager and authorized by the Owner that are reasonable and necessary for the Preconstruction and Construction Phase services under this Agreement. The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect, and any further modifications to the Architect's scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5.1 Compensation 5.1.1 For the Construction Manager's Preconstruction Phase services described in Sections 3.1 and 3.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) Compensation for the Preconstruction Services (the "Preconstruction Services Cost") shall not exceed $70,000.00 and shall be paid on an hourly basis at the rates and for the individuals specified in the Construction Manager's response to the RFQ. In addition, the Construction Manager shall receive compensation during the Preconstruction Phase for any pre-gpproved non -labor costs incurred to perform the Preconstruction Services, including equipment at the hourly r� ates specified in the attachment. Other additional costs that will be reimbursed when pre-gpproved in writing by the Owner may include but are not limited to costs of testing, intrusive investigation, selective demolition and restoration, copying, blueprints and courier costs. The Preconstruction Services rates shall be fully loaded and shall include personnel and consultant costs and all benefits, materials, equipment, taxes, B&O taxes, insurance, profit and overhead. Costs that would cause the not -to -exceed amount to be exceeded shall be paid by the Construction Manager without reimbursement by the (awn Pr_ The Construction. Manager's Fee in Section 6.1.2 does not apply to Preconstruction Services, and anv savings from the not -to -exceed amount for Preconstruction Services will revert to the Owner. § 5.1.2 The hourly billing rates for Preconstruction Phase services of the Construction Manager and the Construction Manager's Consultants and Subcontractors, if any, are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below) See the Construction Manager's response to the RFQ. Individual or Position Rate Vice President $140/hr Project Manager 100/hr Superintendent 110/hr Gen. Superintendent $142/hr Design Manager $108/hr Sr. Estimator, B. Radoslovich $100/hr Sr. Estimator, CJ McHenry 97/hr Sr. Estimator, A. Stamschror 97/hr VDC Director 106/hr Project Engineer $ 82/hr § 5.1.2.1 Hourly billing rates for Preconstruction Phase services are fully loaded and include any and all costs to be paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, and shall remain unchanged unless the parties execute a Modification. § 5.1.3 P..e,.,.,,s,...,,,«:,,n nh,.so s viees �h,,ii be o ,4.,bi....a;..ste,a.Not used. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only,, and may only be used in accordance with 21 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID:9BD9C361-1262-4428-8C96-B35C3977598E § 5.2 Payments § 5.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. The invoice will contain detail of and support for the services performed. § 5.2.2 Payments are due and payable upon presentation of the Ge st etio ^, ���r ber's in oiee Amounts „rwpn;d l 1 V V11V ..i Wva.i Vii 1Y1Wi1W Vl V 111Y V1VV• L �111V Lill Ll7 -after 41 ^e date agreed upon Construction Manager's invoice and as described in Article 9 of the A201. Amounts unpaid Thirty(30) days after the date when payment is due shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon) %--The Bank of America prime rate plus 2.00% per annum, except when a higher interest rate is required by RCW 39.76 or other applicable law. ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 6.1 Contract Sum § 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager's performance of the Contract after execution of the Guaranteed Maximum Price Amendment. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager's Fee. § 6.1.2 The Construction Manager's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager's Fee) .The Construction Manager's Fee for the Work during the Construction Phase shall be the fixed, lump sum amount that will be calculated as (a) the percentage specified in the Fee Proposal Form (five point thirty-seven percent (5.37%)) times (b) the MACC negotiated as part of the GMP, the Negotiated Support Services, and the Specified General Conditions The Fee shall be applied to any Contingency used by the Construction Manager but onlv as such Contingencv is used. § 6.1.3 The method of adjustment of the Construction Manager's Fee for changes in the Work: In the event a Change Order is issued for an additive Change in the Work, the increase in the Construction Manager's Fee will be calculated using the percentage specified above in Section 6.1.2. The Construction Manager shall not be separately entitled to increased premiums associated with the Changed Work for contractually -required insurance and bonds since those costs are included within the Fee. Construction Manager is not entitled to any increased premium on any retainage bond as such bonds are optional. If the Construction Manager performs Work as a Subcontractor (i.e. on a package on which the Construction Manager was the low Subcontractor -bidder), the Construction Manager shall be paid the Fee as provided in Section 7.5.6 of the A201 but shall not also have the above Fee percentage applied to such Changed Work § 6.1.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: Except as described in the last sentence below, the fee for changed Work for which the Owner is responsible and which is directly performed by a Subcontractor of any tier, including overhead and profit, is specified in Section 7.5 of the A201 General Conditions. If a lower -tier Subcontractor performs changed Work, the fee of upper -tier Subcontractors is also specified in Section 7.5 of the A201 General Conditions. If a Subcontractor is selected under RCW 3 9.10.3 85 on a cost reimbursable plus fee basis, then the fee percentage bid by that subcontractor shall also be applied to changed Work performed by that Subcontractor, § 6.1.5 Rental rates for Construction Manager -owned equipment shall not exceed :MPS ° the standard rental rate paid at the place of the 11F.P.Je.6.1t.Project and as further described in Section 7.5.2. § 6.1.6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any) As described in the GMP Amendment. § 6.1.7 Other: AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with Zz the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) § 6.1.7.1 The Specified General Conditions are in the fixed amount of One Hundred and Seventy -Four Thousand Dollars ($174,000.001. § 6.1.7.2 The not -to -exceed amount for Negotiated Support Services will be negotiated and established at the time of establishing the GMP. § 6.1.7.3 There are no shared savings provisions; all savings shall revert to the Owner. § 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. § 6.3 Changes in the Work § 6.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Construction Manager may be entitled to an equitable adjustment in the Contract Time consistent with the requirements of the Contract Documents as a result of changes in the Work. § 6.3.1.1 The Owner or Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017, as they refer to "cost" and "fee," and not by Articles 6 and 7 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those sub eentr-ae -n.subcontracts and the Contract Documents. § 6.3.4 In calculating adjustments to the Guaranteed Maximum Pfiee—, Price for changed Work performed by the Construction Manager, the terms "cost" and "costs" as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section 6.1.2 of this Agreement. § 6.3.5 If no specific provision is made in Section 6.1.3 for adjustment of the Construction Manager's Fee in the case of changes in the Work, , in. , ,the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE § 7.1 Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean the actual, net costs without any Construction Manager overhead, profit, fee or markup, and which costs are reasonablynecessarily incurred by the Construction Manager in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Construction Manager shall obtain such approval in writing prior to incurring the cost. § 7.1.3 Costs shall be at rates not higher than the standard rates paid at the place of the Project, except with prior approval of the Owner. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 23 the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site kshopsiworkshops or transporting materials, equipment or personnel to and from the Project site. § 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site and performing .Work are included in the Specified General Conditions and so are not separately reimbursable. § 7.2.2.1 Wages or salaries of the Construction Manager's supervisory and administrative personnel when performing Work and stationed at a location other than theJ.limited th.eper-sennel ara ae fi „ties listed bete .!site are included in the Specified General Conditions and so are not separately reimbursable. (Identify the personnel, type of activity and, if applicable, any agreed upon percentage of time to be devoted to the Work.) N/A; included in the Specified General Conditions. § 7.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the ad fef the .Work are included in the Specified General Conditions and so are not separately reimbursable. § 7.2.4 Costs paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.' +4hr^1gbL 7.2.3. Section 7.2.1. This does not include insurance required by Section 11.1 of the A201, which costs are included within the Construction Manager's Fee. Costs paid or incurred by the Construction Manager for vacations, bonuses, travel, stock options, deferred compensation, or discretionary_ payments to employees are not directly reimbursable. As part of the GMP Amendment, the parties may agree to a wage burden rate for all workers under Section 7.2.1, which will be fully burdened, including all the wage -based costs, and fixed for the duration of the Contract Time. Burden rates, including any agreed burden rates, are subject to the Owner's audit to confirm that the burden has been correctly calculated and applied the burden in accordance with the Contract Documents. § 7.2.5 If agreed rates for labor costs, in lieu of actual costs, are provided in this Agreement, the rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. § 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. The Construction Manager shall maintain a procedure for the review, processing and payment of applications by the Subcontractors for progress and final payments, all in accordance with the terms and conditions of the Contract Documents. The Construction Manager shall verify the completeness of all applications for payment and assemble and check all supporting documentation required by the Contract Documents or by the subcontracts with respect to each Application for Payment, including all lien waivers and releases. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storragge -ire, stora e of materials and equipment incorporated, or to be incorporated, in the completed construction. Management of on -site storage and handling of materials are included under Specified General Conditions and so are not separately reimbursable. § 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 or returned by the Construction Manager. Any amounts realized from such sales or returns shall be credited to the Owner as a deduction from the Cost of the Work. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 24 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User. Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. 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 Construction Manager shall mean fair market value. § 7.5.2 Rental charges (not to exceed the local fair market rental costs) actually paid to non -related third parties for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Construction Manager, or a related party as defined in Section 7.8, shall be subject to the Owner's prior approval. The total rental cost of any such equipment may not exceed the lesser of the local fair market rental costs or seventy Percent (70% o) of the purchase price of any comparable item. § 7.5.2.1 Rentals from the Construction Manager or any entity in which the Construction Manager or one or more of its owners has a direct or indirect ownership interest ("CM Equipment") shall be separately accounted for and the rental costs shall not exceed the Rental Rate Blue Book byEquipmentWatch, Atlanta, Georgia, or fair market rental costs, whichever are lower. If more than one rate is applicable, the best available rate will be utilized. The rates in effect at the time of the performance of the Work are the maximum rates allowable for equipment of modern design and in good working, 'condition and include full compensation for furnishing all fuel, oil, lubrication, repairs, maintenance, and insurance to the same extent as the comparable Blue Book or fair market rate. Equipment not of modern design and/or not in good working condition will have lower rates. Hourly, weekly, and/or monthly rates, as appropriate, will be applied to yield the lowest total cost. When rental rates payable do not include fuel, lubrication, maintenance and servicing, as defined as operating costs in the Blue Book, such operating costs shall be reimbursed based on actual costs. The rate for CM Equipment necessarily standing by for future use on the Work shall be 50% of the applicable rate established above. If CM Equipment is required for which a rental rate is not established by the Blue Book, an agreed rental rate shall be established for that equipment, which rate and use must be approved by the Owner prior to performing the Work. § 7.5.3 Costs of street cleaning (as a Negotiated Support Service); removal of rubbish and debris from the site of the Work and its proper and legal .disposal except when performed by a Subcontractor. A separate subcontract that specifically requires progress cleaning, removal of rubbish and debris not normally included in a trade subcontract is not allowed and is not a Cost of the Work. Final cleaning_may be by subcontract. AU progress cleaning, rubbish and debris removal shall be performed under Negotiated Support Services unless included as part of a trade subcontract scope identified above. § 7.5.4 Costs of the Construction Manager's site office, including general office equipment and pe�:supplies are included in Specified General Conditions and are not separately reimbursable. Costs of document reproduction for subcontractor bidding are also included in the Specified General Conditions and are not separately reimbursable. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, - te- the ' .but only with and subject to the Owner's prior written approval and per any terms required by the Own er_ § 7.5.6 Notwithstanding the above, costs of other material and equipment, temporary facilities and related items procured by the Construction Manager will ,generally be included in Negotiated Support Services, except to the extent designated for inclusion in the Specified General Conditions. Reference the Cost Responsibility Matrix Exhibit for clarification of such items. All office trailers, furniture, technology, communication (including_ cell phones), personal transportation (including pickup trucks) and clerical equipment therein, project identification and tempora , si _ nage, and delivery by the Construction Manager, on -site storage, sheds and handlingare Specified General Conditions. § 7.6 Miscellaneous Costs § 7.6.1 Premiums for that portion of insurance and GC/CM bonds required by the Contract Documents that ea- be a;rv„*�, attributed to Gen aet.(Article 11 of the A201 except for builder's risk insurance) are included in the Fee and are not separately reimbursable. Builder's risk insurance shall be included as a part of the Negotiated Support Services, unless the Owner elects to procure the builder's risk insurance directly with commercially typical terms. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 25 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, is not allowed except with the Owner's prior written approval. The Construction Manager should anticipate that the Owner will not allow any self-insurance. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Construction T'�%: raver 404flff ' .Manager is not allowed. § 7.6.2 cfihvs, „se Use, B&O, income, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Construction Manager is ';liable are included in the Fee and so are not reimbursable. Sales tax on the Contract Sum is paid with and based upon each Application for Pam § 7.6.3 Fees and assessments for > > Genstfuetion "_' anage-Pro'e� ct-specific permits, licenses, and inspections of governmental authorities having_ jurisdiction, for which the Construction Manager (but not Subcontractors) is required by the Contract Documents to payrpay are reimbursed as a Negotiated Support Service; see Section 14.5.2. § 7.6.4 Fees of laboratories for tests required of the Construction Manager by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract DE)e,,,-,.,o,-.+,' Documents (unless required by a design -build Subcontractor), payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims, and payments of settlements made with the Owner's consent, unless the Construction Manager had reason to believe that the required design, process, or product was an infringement of a copyright or a patent, and the Construction Manager failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017. The costs of legal defenses, judgments, and settlements shall not be included in the Cost of the Work used to calculate the Construction Manager's Fee and shall not have Fee applied to such costs) or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for , .Project -specific communications services, electronic equipment, including computers, and software, related in any manner to the Work are included in the Specified General Conditions and are not separately reimbursable. Costs for non -Project -specific electronic equipment and software are included in the Fee. § 7.6.7 Costs of document reproductions and delivery eh-��char es except for Subcontractor bid packages are included in the Specified General Conditions and are not separately reimbursable. § 7.6.8 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9' ' .Not used. § 7.6.10 Expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the TAr^ Ek., �t,;+��e 'XX .Work are included in the Specified General Conditions and are not separately reimbursable. § 7.6.11 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the 1&.Work may be allowed with the Owner's prior written approval, but not including commuting or travel costs from the Construction Manager's home office or from and personnel's home, which costs are covered b the Specified General Conditions and are not separately reimbursable. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 26 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E 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 Construction Manager, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Construction Manager, and only to the extent that the cost of repair or correction is not r-eeeyef recoverable by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2017 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 7-.-9:7.9 or are listed as covered by the Fee or the Specified General Conditions. § 7.7.5 The costs of warranties required by the Contract Documents. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or management employee of, the Construction Manager holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Construction Manager; or (4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Construction Manager. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 9. If the Owner fails to authorize the transaction in writing, the Construction Manager shall procure the Work, equipment, goods, or service from some person or entity other than a related party according to the terms of Article 9. 4 7.8.3 Negotiated Support Services Negotiated Support Services by the Construction Manager may be accomplished and will be reimbursed as Costs of the Work within the GMP, consistent with the Cost Responsibility Matrix Exhibit, only as follows: .1 Negotiated Support Services described and included in the GMP. .2 Units of Negotiated Support Services may be accomplished by the Construction Manager during the Construction Phase, subject to prior written Owner approval, if the Cost of the unit of the Work is less than $35,000. .3 Subcontractor bidding requirements are not applicable to Negotiated Support Services. Overhead and profit may not be contained within the Negotiated Support Services as the Fee is applied to the Negotiated Support Services, and the management of Negotiated Support Services is covered by the Specified General Conditions. 7.8.4 Specified General Conditions The fixed, lump sum contained in the Construction Manager's response to the RFFP for general conditions Work and services, consistent with the Cost Responsibility Matrix Exhibit, to be provided by the Construction Manager. as Specified General Conditions. The Specified General Conditions Work is to be performed by the Construction Manager with its own forces in most instances and also includes any Preconstruction Services and activities that occur after the GMP is established through execution of the GMP Amendment. Overhead and profit may not be contained within the fixed, lump sum Specified General Conditions amount as the Fee is applied to the Specified General Conditions. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 27 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User (dotes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 7.9 Costs Not To Be Reimbursed § 7.9.1 The Cost of the Work shall not include the items listed bele�below, as all such items are covered by the Construction Manager's Fee or the Specified General Conditions or are at the Construction Manager's risk: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 14; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Construction Manager's principal office and offices other than the site office; .4 Overhead and general expenses, except as may be expressly included in Sections 7.1 to 7.7; .5 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Construction Manager, SOeen rnn+ers;Subcontractors of any tier, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Sections 7.1 to 7.7; .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; .9 Costs for services incurred during the Preconstruction Phase -.Phase except as specifically allowed herein; .10 Direct payments by the Owner (if aU) for the building_ permit and related permits, reserve capacity fees, and plan -check fees, including SEPA, design review, and land use fees are not a part of the Cost of the Work or the GMP; .11 Overtime wages, unless pre -approved by the Owner; .12 Main, home office, or site accounting, data processing, software, hardware or computer -related costs and data processing, software, hardware or computer -related costs; .13 Penalties and fines imposed by governmental entity; .14 Safety costs as such costs are included in the Negotiated Support Services or Specified General Conditions .15 Liquidated damages; .16 Except as specifically allowed under Section 7.1 through 7.7, reproduction costs, costs of tele rams, facsimile transmissions and long-distance telephone calls, postage and express delivery charges, telephone at the site and reasonable petty cash expenses of the site office; .17 Legal, consultant, or claims -related expenses; .18 Warehousing in the Construction Manager's facili , ; and .19 Business licenses. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS § 8.1 Cash diseaunts with Whieh to make, ' A. thefwise, eash diseetmts shall aeefue to the Gonstfuetion Managen Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. If the Construction Manager is offered discounts and/or rebates based upon prompt payment, the Construction Manager shall offer the Owner the opportunity to take advantage of such discount and/or rebate, and if the Owner makes such a prompt payment then the Owner shall onlX be charged the price as reduced by the discount and/or rebate. If the Owner declines the opportunity the Construction Manager may keep any such discounts and/or rebates it achieves through its own prompt payment. If the Construction Manager does not provide the Owner the opportunity to participate then the Construction Manager mqy only chargethe net costs after consideration of discounts and rebates. The Construction Manager shall notify the Owner in a timelX manner of the availability of such cash discounts, rebates, or refunds. § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. Init. AIA Document A133 - 20�19. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," AIA, the AIA Logo, and AIA Contract Documents are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 28 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS § 9.1 Those portions of the Work that the Construction Manager does not etistemaff- perform as Negotiated Support Services or as Specified General Conditions with the Construction Manager's own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager. The Owner , �, speei:Fi a r . -- a . _ _ ___ _ pefsens from whom, of entities fr-em whieh, thLe. Genstruetion shall ebtain bids. The Genstfuetien Ma-aaaer,- sh.glll Construction Manager shall comply with the applicable requirements of RCW 3 9. 10 and the approved Subcontracting Plan, and the provisions of RCW 3 9. 10 shall take precedence over any inconsistent provisions of the Contract Documents except to the extent that the Contract Documents are explicit in matters such as how the Fee is applied. Except as specified below, the Construction Manager shall assemble the bidding materials, manage the bidding_ process, and shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or obj ection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Go st X it:ed to eentmet with anyone to whom the Ganstriaetion N4 L.L....L as r-easenable .. %-fi %11%.1 VAet on � a n,ldr 6s %» not b XA .Unless all bids are rejected, subcontract bid packages shall be awarded to the "responsible" and responsive bidder submitting the low responsive bid. Determination of "responsibility" shall comply with the requirements of RCW 39.10 and Washington law. .1 Other than Work under the Specified General Conditions and Negotiated Support Services, all Work on the Proi ect shall be competitively bid as required by RCW 3 9.10. The Construction Manager may, subj ect to RCW 3 9. 10 and the Subcontracting Plan, organize and solicit bids for the subcontract work in manners allowed by RCW 39.10, but the Construction Manager may not use alternates without approval of the Owner. .2 The Construction Manager shall bid out the subcontract bid packages in accordance with its approved Subcontracting Plan. The Construction Manager shall document and report monthly to the Owner on its procurement process. The Owner's written approval is required for changes to the Subcontracting Plan. .3 Before initially soliciting bids for the first subcontract bid package, the Construction Manager shall submit, and the Owner shall reasonably approve, final bid package estimates for all subcontract bid packages in the approved Subcontracting Plan. The sum of all the final bid package estimates in the Subcontracting Plan shall not exceed the MACC. .4 When in the best interests of th_e_Proiect and when critical to the successful completion of a subcontract bid package and the Owner consents, the Owner and Construction Manager may make a prebid determination of Subcontractor eligibility in accordance with RCW 39.10. In addition, if the anticipated subcontract value will exceed $3 million and the Owner consents, the Construction Manager may select a Subcontractor in accordance with the alternative procedure specified in RCW 39.10.385 and following the atDuroval requirements of RCW 3 9.10. .5 As part of its Subcontracting Plan, the Construction Manager shall promptly notify the Owner of Work (other than Negotiated Support Services and Specified General Conditions) that it will seek to self -perform. The Construction Manager, including its subsidiaries and affiliates, may bid on a subcontract bid packageif the Work within the subcontract bid package is customarily performed by the Construction Manager, if the Construction Manager has, in the Owner's reasonable opinion, aggressively sought competition, if the bid opening is managed by the Owner, if notification of the Construction Manager's intention to bid is included in the public solicitation of bids for the bid package, and if the Construction Manager otherwise complies with RCW 3 9.10. In no event may the total value of subcontract work performed by the Construction Manager exceed thi!U percent (30%) of the MACC negotiated as part of the GMP Amendment. The Construction Manager must provide staff to superintend and manage Work it performs in subcontract bid packages with individuals separate and distinct from the staff involved in the overall management of this Contract. The Construction Manager shall coordinate subcontract bid package Work it performs with the Work of Subcontractors. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 29 1 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E .6 The Construction Manager shall require a bid bond from Subcontractors bidding Work expected to cost more than $300,000, and all Subcontractors awarded a subcontract in excess of $300,000 shall provide a performance and payment bond for the subcontract amount. The costs of such Subcontractor bonds must be included within the Subcontractor's bid price. .7 The Construction Manager's solicitations_ of subcontract bid packages shall be made in accordance with the following_ procedures: .1 A representative from the Owner will be present at each bid opening to observe the procedure. .2 Solicitations for bids will be advertised at least fourteen days in advance in the Daily Journal of Commerce and at least one other local newspaper. .3 Bidders may obtain the bid results by phone from the Construction Manager. .4 Responsiveness requirements and bidding_ procedures will be described in each solicitation and shall be reviewed with the Owner prior to advertising a bid package solicitation. .8 The services performed by the Construction Manager in soliciting subcontract bid packages are covered under the Preconstruction Services Fee for packages w bid prior to the GMP Amendment, and shall be covered b, t�pecified General Conditions for all packages bid subsequent to execution of the GMP Amc ndment_ .9 The Construction Manager shall ensure compliance with RCW 3 9. 10 and with all the above requirements for Subcontractor solicitation, and subcontracts shall conform to the requirements of RCW 39.10. .10 The Construction Manager shall promptly contract with the selected bidder and shall promptly deliver a copy of each subcontract to the Owner. § 9.1.1 > > t7hen the .Not used. § 9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee wig -except for any contracts awarded under RCW 39.10.385, which subcontracts shall include a maximum allowable subcontract cost and which require the Owner's prior written approval. If such a subcontract is awarded under RCW 39.10.385 on the basis of cost plus a fee, the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Article 4-8.10 and these Subcontractors shall be audited prior to final payment in accordance with RCW 39.10.385 and this Agreement. ARTICLE 10 ACCOUNTING RECORDS The Construction Manager and any cost -reimbursable Subcontractors shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. This requirement also applies to any Subcontractor of any tier that submits a Claim or submits costs for a proposed Change Order. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, including electronically, the Construction Manager's and Subcontractors' original records and accounts, including complete documentation supporting accounting entries, books, ledgers, computerized records, dailyports, i ob cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Subcontractor's invoices, purchase orders, vouchers, invoices of Subcontractors and suppliers of an, tier ier, memoranda, and other data relating to this Gent et. The Go a st�, etie,n , V4&%AA ,:k4lb4 aer Contract, the Project, or any Claim. The Construction Manager and its Subcontractors shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. See also the A201. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 30 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment submitted to the ^ ehitec+ Owner and in compliance with the Contract Documents by the Construction Manager, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Construction Manager, as provided below and elsewhere in the Contract Documents. The Construction Manager's submission of this Application constitutes a certification that the Work is current on the Construction Schedule, unless otherwise noted on the Application. The Application shall be in a form acceptable to the Owner. § 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 11.1.2.1 Draft Application. At the last scheduled weekly meeting of each month, the Construction Manager shall submit to the Architect a report on the current progress of the Work as compared to the Construction Mana er's Construction Schedule, and a draft, itemized application for payment for Work performed during that calendar month on a form supplied or approved by the Owner. This shall not constitute a payment request. The Construction Manager and the Architect shall confer prior to the last working day of the month regarding the current progress of the Work and the amount of payment to which the Construction Manager is entitled; the Owner may also attend. The Architect or the Owner may request the Construction Manager to provide data substantiating the Construction Manager's right to payment as the Owner or the Architect may require, such as copies of requisitions from Subcontractors of any tier, lien releases, and certified payroll records, and reflecting retainage as provided elsewhere in the Contract Documents. The Construction Manager shall not be entitled to make a payment request, nor is any payment due the Construction Manager, until such data is furnished. 11.1.2.2 Payment Request. After the Construction Manager, the Owner and the Architect have met and conferred re _ ardin the updated draft application, and the Construction Manager has furnished all progress information required and all data requested by the Architect under Section 11.1.2.1 above, and the Construction Manager has made available current as -built drawings, the Construction Manager may submit a payment request by the last working day of the month following the meeting in the agreed -upon amount, in the form of a notarized, itemized Application for Payment for Work properly performed during that calendar month on a form supplied or approved by the Owner, along with a lien release on a form supplied or approved by the Owner from each Subcontractor for whose Work the Owner paid the Construction Manager for the prior month. The Application shall also state that prevailing wages have been paid in accordance with the prefiled statements of intent to pay prevailing wages on file with the Owner and that all payments due Subcontractors of any tier from the Owner's payment the prior month have been made. The submission of this Application constitutes a certification that the Work is current on the Construction Manager's Construction Schedule, unless otherwise noted on the application. If required by the Owner, the Construction Manager shall submit proof of payment to Subcontractors for prior months,_ such as lien_ releasesor cancelled checks. A pavment request shall not be valid unless it comDlies with the requirements of the Contract Documents. 11.1.2.3 Disputed Amounts. If the Construction Manager believes it is entitled to pavment for Work Derformed durin the calendar month in addition to the agreed -upon amount, the Construction Manager may, also by the last working dgy of that month and after the meeting in Section 11.1.2.1, submit to the Owner and the Architect along with the approved payment request a separate written payment request specifying the exact additional amount due, the category in the Schedule of Values in which the payment is due, the specific Work for which the additional amount is due, and why the additional payment is due. Furthermore, for the submittal to be considered, pursuant to WAC 296-127-320, the Construction Manager and all Subcontractors shall file with the Owner by the same date certified coDies of all uavroll records relating to the additional amount due. § 11.1.3 , Owner- of the amou*t eeAified to the Gonstmetion Mana.gerFREA later- than the JAA' Aft J.%./%%OXV Wj ....Le Arehiteet after 4te An:mliakiea date fixed eertified shall be made by tLLXe.. O.F.Avraer- not later- thL&Laia. (11140 Ls. after the Ar-ehiteet re......,L for- P8AzMP_:Mt . See Section 9.6 of the A201 General Conditions. (Federal, state or local laws may require payment within a certain period of time., AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 31 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-D35C3977598E 11.1.3.1 Stored Materials. If authorized by the Owner, an Application for Payment may include a request for payment for material delivered to the Project site and suitably stored and for completed preparato1y Work. An Application for Pa ment may include a request for payment for material stored off the Project site only if authorized in writing by the Owner and provided that the Construction Manager complies with or furnishes satisfactory evidence of the following. .1 The material will be placed in a bonded warehouse that is structurally sound, dry lighted, secure and suitable for the materials to be stored. .2 The warehouse is approved in writing by the Owner. The Owner generally will not approve locations beyond a 10-mile radius of the Project absent special circumstances. .3 Only materials for the Project are stored within the warehouse (or a secure portion of a warehouse set aside for the Project). .4 The Construction Manager furnishes the Owner a certificate of insurance extending the Construction Manager's insurance coverage for damage, fire and theft to cover the full value of all materials stored, or in transit. .5 The warehouse (or secure portion thereof) is continuously under lock and key, and only the Construction Manager's authorized personnel shall have access. .6 The Owner shall at all times have the right of access to stored materials in the possession of the Construction Manager. .7 The Construction Manager assumes total responsibility for the stored materials. .8 The Construction Manager furnishes to the Owner proofs of title, satisfactory evidence that the Construction Manager has paid for the materials in question, certified lists of materials stored, bills of lading, invoices and other information as ma, by e required, and shall also furnish notice to the Owner when materials are moved from storage to the Project site. § 11.1.4 With each Application for Payment, the Construction Manager shall submit the reports required in Section 3.3 and its current detailed computerized substantiation (such as a detailed job cost report) and lien releases; the Construction Manager shall also submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Construction Manager's Fee. The Construction Manager may b� e required to account on a monthly basis as part of its Application for Payment for the Cost of the Work for certain portions of the Project that the Owner defines prior to setting the GMP, such Costs of the Work will include allocation of Specified General Conditions as well as building system and other shared costs. § 11.1.4.1 As a part of its Application for Payment, the Construction Manager shall promptly, following the date of execution of the GMP Amendment, prepare a comprehensive list of equipment that it anticipates to use on the Project, whether owned or rented. The Construction Manager shall maintain and submit to the Owner monthly a detailed equipmentinventory of all equipment it has purchased and charged as a Cost of the Work or job -owned through aggregate rentals and shall prepare an equipment rental report that identifies the equipment rented for the month and identifies the source of the rented equipment. The inventory shall include (1) the original acquisition cost and date, (2) the Owner -approved fair market value of the equipment when first used on the Project, and (3) the final disposition § 11.1.5 At least fourteen days before. the first Application for Payment, the Construction Manager shall submit to the Owner and Architect a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Owner or Architect may require. These schedules, unless objected to by the Architect or the Owner, .shall be used as a basis for reviewing the Construction Manager's Applications for Pa, moment Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price as separate line items 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; Negotiated Support Services; (4) Specified General Conditions, and (5) the Construction Manager's Fee. § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the " fehite Owner may require. The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment. AIA Document A133 — 2019. Copyright O 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 32 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 11.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 11.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 11.1.5.3 When the Construction Manager alleeates-requests an allocation of costs from a contingency to another line item in the schedule of values, the Construction Manager shall submit supporting documentation to the e Owner and obtain the Owner's written consent to such allocation. § 11.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 11.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction 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 Afehiteet dotei the ^ ,.eh e pro4as ipm^' i44d^cmen1 O jwner determines to be reasonably justified; and j--- -- ------ - J -- (�---- JL .4 The Construction Manager's Fee, computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or, if the Construction Manager's Fee is stated as a fixed sum in t M c t &r , the GMP Amendment, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 11.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Owner or Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Construction Manager intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Owner or Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; .5 The shortfall, if any, indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and I - .6 Retainage withheld pursuant to RCW 60.28 and Section 11.1.8. § 11.1.8 Retainage § 11.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law) Statutory retainage of five percent (5%) of the amounts otherwise due under Section 11.1.7 as a fund for the protection and payment of the claims of any person or entity arising out of the Work and the state with respect to taxes, pursuant to RCW 60.28. § 11.1.8.1.1 The following items are not subject to retainage: AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which.expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with �3 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc) N/A § 11.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 11.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification) None, unless the Construction Manager submits and the Owner accepts a retainage bond pursuant to RCW 60.28.011(6). 11.1.8.3 . .V.VJ_ Shall inelude V4{ nag as 't111 /lTT.TS _ (Insert any other conditions, for release of retainage, such as upon completion of the Owner's audit and reconciliation, upon Substantial Completion) Not used; retainage shall be released as provided by statute and the Contract Documents. § 11.1.9 If final completion of the Work is materially delayed through no fault of the Construction Manager, the Owner shall pay the Construction Manager any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 11.1.10 Except with the Owner's prior written approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 11.1.11review .Not used. § 11.1.12 In taking action on the Construction Manager's Applications for Payment the Owner and Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager, and such action shall not be deemed to be a representation that (1) the Owner or Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 11.1.4 or other supporting data; (2) that the Owner or Architect has made exhaustive or continuous on -site inspections; or (3) that the Owner or Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. Payment by the Owner shall not constitute final approval of the Work done or the amount due. § 11.1.13 The Construction Manager shall obtain Affidavits of Wages Paid from each Subcontractor of any tier within fourteen days of each Subcontractor's completion of its Work on the Project. § 11.2 Final Payment § 11.2.1 Final payment, constituting the entire unpaid balance of the ContractStun;- shall be made by the Owner to the Construction Manager within thirty dgdays of the Owner's Final Acceptance of all the Work under the Contract, which shall occur when .1 the Construction Manager has fully performed the Contract, except for the Construction Manager's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work (includingfinal accountings from any cost reimbursable Subcontractors) and a final Application for Payment; .3 Final Completion has been achieved; .4 a final Certificate for Payment has been issued by the Architect in accordance with Section z 11.2.2.2; and .5 the requirements for Final Acceptance in the A201 General Conditions are met. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 34 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 11.2.2 W (hays-eff ollowing the Owner's receipt of the Construction Manager's final accounting for the Cost of the Work, including the final accounting of any subcontracts under RCW 39.10.385, the Owner shall conduct an audit of the Cost of the Work in accordance with the Contract Documents or notify the Architect that it will not conduct an audit. § 11.2.2.1 If the 0 auditors' .Not used. § 11.2.2.2 Within seven &Llys after Following receipt of the written report described in Section 11.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 11.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017. Such decisions shall be consistent with the results of the Owner's audit. The time periods stated in this Section 11.2.2 supersede those stated in Article 9 of AIA Document A201-2017. The A,.ehiteet is Neither the Owner nor the Architect is responsible for verifying the accuracy of the Construction Manager's final accounting. The Owner's final accounting shall not preclude or in any way limit the Owner from exercising its rights of audit under other provisions of this Contract. § 11.2.2.3 If the Owner or the Owner's auditors' report concludes that the Cost of the Work, as substantiated by the Construction Manager's final accounting, is less than claimed by the Construction Manager, the Construction Manager shall be entitled to AIA A Dee iment A ri01 2017_ A ro^„e4 -P„r mediation -invoke the dispute resolution procedure of Article 15 of the General Conditions. Commencement of the dispute resolution procedure for the disputed amount shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to med „t commence the dispute resolution procedure within this 30-day period shall result in the substantiated amount reported by the Owner or the Owner's auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the undisputed amount in the final Application for Payment. § 11.2.3 The Owner's final payment to the Construction Manager less statutory retainage shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, er as fe ew- :unless the Owner withholds payment under Section 9.5 of the A201 General Conditions. N/A § 11.2.4 If, subsequent to final payment, and at the Owner's request, the Construction Manager incurs costs, described in Sections 7.1 through 7.7, and not excluded by Section 7.9, to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager for such costs, and the Construction Manager's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 6.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction. Manager. § 11.3Interest 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.) %—The Bank of America prime rate plus 2.00% per annum, except when a higher interest rate is required by RCW 39.76 or other law. ARTICLE 12 DISPUTE RESOLUTION § 12.1 Initial Decision Maker § 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201-2017. pr-eeedent to mediationet: bi;Rt4ifabg Fesolutioia, afad Seetion 12.1.2 of this A ariaement shall -not Apply AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 35 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 12.1.2 i below anathef iapa-4— to the 4 � . (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) N/A; there is no "Initial Decision Maker" for this Agreement. § 12.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ] Arbitration pursuant to Article 15 of AIA Document A201-2017 [ ] Litigation in a court of competent jurisdiction [ Other: (Specify) Litigation in Grant County Superior Court If the Owner and Construction Manager do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation i a ou-A e a.L..,a;..+ ^N_in Superior Court in the County in which the Project is located. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price, which agreement can only be established through execution of the Guaranteed Maximum Price Amendment by both Darties. the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner. Notwithstanding anything herein to the contrary, the Owner shall maintain the rijzht to terminate for cause or convenience as described in Article 14 of AIA Document A201. § 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1, the Construction Manager shall be compensated for Preconstruction Phase services and Work reasonably and necessg l�performed prior to receipt of a notice of termination, in accordance with the terms of this Agreement. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.3 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, or for cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in Article 14 of A201-2017. § 13.1.4 In the event of termination of this Agreement pursuant to Section 13.1.3, the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work reasonably and necessg lyperformed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the final Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work performed up to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager's Fee is stated as a fixed sum in AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 36 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase .services; and .4 Adjust for statutory retainage in accordance with RCW 60.28. § 13.1.6 The Owner shall also pay the Construction Manager fair compensation, to the extent permitted in Sections 7.1 through 7.8 and not excluded by Section 7.9 of this Agreement, either by purchase or rental at the election of the Owner, for any equipment purchased solely for the Project and now owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.1.5.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. § 13.1.6.1 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been tefminated. terminated and unless the Owner has already paid the Construction Manager for such related costs. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs reasonably and necessarily incurred by the Construction Manager because of such +o,w, i at ^i.termination but only if the Owner authorized the execution of the Subcontract or if the Owner and Construction Manager executed a GMP Amendment covering that Subcontractor's portion of the Work. § 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment § 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201-2017. This Section 13.2 applies after the Owner and Construction manager have executed the final GMP Amendment, not just initial GMP Amendments (commonly referred to as mini-MACCs). Any termination prior to the execution of the final GMP Amendment shall be addressed through Section 13.1. § 13.2.2 Termination by the owner for Cause § 13.2.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017, the amount, if any, to be paid to the Construction Manager under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager' Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; ead .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A2201 241-7 A201-2017; and .5 Subtract statutory retainage in accordance with RCW 60.28. § 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation, to the extent permitted in Sections 7.4 and 7.5 and not excluded by Section 7.9 of this Agreement, either by purchase or rental at the election of the Owner, for any equipment purchased solely for the Project and now owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 37 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacoritracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. § 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Construction Manager a termination fee as follows: (Insert the amount of or method for determining the fee, if any, payable to the Construction Manager following a termination for the Owner's convenience) See Article 14 of the A201 General Conditions. § 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017; in such case, the Guaranteed Maximum. Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in See e s 6.1 and 6.3 s Section 6.1 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Terms in this Agreement shall have the same meaning as those in A201-2017. Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 14.2 Successors and Assigns § 14.2.1 The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in Section 14.2.2 of this Agreement, and in Section 13.2.2 of A201-2017, neither party to the Contract shall assign the Contract as a whole Without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 14.2.2 The Owner may, Without consent of the Construction Manager, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Construction Manager shall execute all consents reasonably required to facilitate the assignment. § 14.31nsurance and Bonds § 14.3.1 Preconstruction .Phase The Construction Manager shall maintain the following insurance for the duration of the Preconstruction Services performed under this Agreement. § 14.3.1.1 Commercial General Liability with policy limits of not less than �$--}-One Million Dollars ($1,000,000) for each occurrence and Two Million Dollars ($ 2,000,000) in the aggregate for bodily injury and property damage. § 14.3.1.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Construction Manager With policy limits of not less than {—)-One Million Dollars ($1,000,000) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 14.3.1.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 14.3.1.1 and 14.3.1.2. and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 14.3.1.4 Workers' Compensation at statutory limits and Employers Liability with policy limits not less than { ^id^at « ^L^'. ^m.F' ^ an « One Million Dollars ($1,000,000) each accident, One Million Dollars 1,000,000) each employee, and One Million Dollars ($1,000,000)policy limit. AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init."°AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 38 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E § 14.3.1.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than ) :,or ejaj ^:Mr1 « One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate. § 14.3.1.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits) Coverage Limits N/A N/A § 14.3.1.7 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella pelieies- olices for Commercial General Liability and Automobile Liability to include the Owner and its Commissioners, directors, officers, and agents as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 14.3.1.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 14.3.1. § 14..3.2 Construction Phase After execution of the first Guaranteed Maximum Price Amendment, and prior to the Construction Manager performing any construction activities, the Owner and the Construction Manager shall purchase and maintain insurance as set forth in BB nds., Article 11 of the A201, and elsewhere in the Contract Documents. § 14.3.2.1 The Construction Manager and Subcontractors shall provide bonds as set forth in AIA ^ 1 ■oe 1M7 A13331M 201 9 Eve.;bi , RCW 3 9.10 and Article 11 of the A201, and elsewhere in the Contract Documents. § 14.4 Notice in electronic format, pursuant to Article 1 of AIA Document A201-2017, may be given in accordance with :the Contract Documents. �'n"'a"� "4f"mlrytig'� '�� �'eling .,,_bi4 ;AIA Document E2o3-2013, insert (If other than in accordance with �,.������,� requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) N/A § 14.5 Other provisions: 14.5.1 PROJECT INFORMATION The Construction Manager and all. Subcontractors shall submit Project information required by the state Capital Proects Advisory Review Board. § 14.5.2 PERMITS, FEES AND NOTICES § 14.5.2.1 The Owner will obtain and pay directly only for any permits and governmental fees listed as the Owner's responsibility in the Specifications. Except for Subcontractor permits and fees, the Construction Manager shall obtain all additional permits and licenses necessary for the execution of the Work and shall pa�all_permit, utility, miscellaneous, and ancillary fees required. The costs of such permits and licenses shall be as an allowance in the Negotiated Support Services, except for Subcontractor permits, fees, and licenses which costs shall be included within the subcontract bid packages. Subcontractor bid packages shall include all permits and fees necessary for such Subcontractors to perform their work, including without limitation all fees,, licenses, permits, plan check fees for deferred submittals, application fees and review fees for any and all shop drawings or bidder designed systems, any inspection fees not covered by the initial building permit fee, including reinspection fees, government fees, Department of Labor and Industries fees, renewals and penalties, and inspections by government agencies necessary for proper execution and completion of the Subcontractor's Work. The Owner will not pay, and the Construction Manager will not be reimbursed for, license fees or any renewals or penalties. Any such costs not paid for by the Owner shall be covered by the Specified General Conditions AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 3� the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E 14.5.2.2 The Construction Manager shall coordinate and schedule all Work with permitting agencies, utility companies, and other such agencies determined to have jurisdictional authority necessary for completion of the Work The Construction Manager shall be responsible for providing all information, documents, and fees to the permitting agencies, utility companies, and other such agencies determined to have jurisdictional authority as necessary to timely obtain and coordinate permits, utility and other such connections. The Construction Manager shall obtain all permit renewals during the course of the Work. 14.5.2.3 The Construction Manager will be responsible for providing information to the Department of Labor and Industries and/or local jurisdiction. e 14.5.2.4 The Construction Manager will be responsible for any renewals of and penalties arising from the building permit and other permits and governmental fees. ARTICLE 15 SCOPE OF THE AGREEMENT § 15.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 15.2 The following documents comprise the Agreement: .1 This revised AIA Document A133TM-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document A133TM-2019, Exhibit A, Guaranteed Maximum Price Amendment, if executed .3 Not used .4 AIA Document A201 TM-2017, revised General Conditions of the Contract for Construction 5 �.a;.L o .&r e,-w,,,+;� 4A i i �p t Not used (Insert the date of the E203-2013 incorporated into this Agreement.) .6 Other Exhibits: (Check all boxes that apply.) ] , Ce n+4.,, tef Edition, a s i r„dre tedbelew Not used (Insert the date of the E234-2019 incorporated into this Agreement.) [ ] Supplementary and other Conditions of the Contract: Document Title Date Pages .7 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201-201 7provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Construction Manager's bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids orproposals, are notpart of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) RFQ, RFFP, GC/CM's Response to RFQ, GC/CM's Final Proposal Form Cost Responsibility Matrix Addenda 1 GC/CM's agreed -upon Preconstruction Work Plan AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 40 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope ID: 9BD9C361-1262-4428-8C96-B35C3977598E Upon execution, Exhibit A, Guaranteed Maximum Price Amendment This Agreement is entered into as of the day and year first written above. 0 ER ignature) Vi 0 1-<e, (Print 0. d name and title) V I C �' 10 &A 9/22/2025 CONSTRUCTION MANAGER (Signature) Larry J. Swartz, CEO, Chairman of the Board (Printed name and title) AIA Document A133 — 2019. Copyright ©1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21 /2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with 41 the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) Docusign Envelope 1D: 9BD9C361-1262-4428-8C96-B35C3977598E Certification of Document's Authenticity AIA15 Document D401 T"' —2003 I, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 13:53:21 PT on 09/08/2025 under Order No. 3104238397 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A133TM — 2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price,other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Signed) (Title) (Dated) AIA Document D401 — 2003. Copyright ©1992 and 2003. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 13:53:21 PT on 09/08/2025 under Order No.3104238397 which expires on 10/21/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934647673) AC4iRV CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/22/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Parker, Smith and Feek Insurance, LLC 2233 112th Ave NE Bellevue w 98004 CONTACT NAME: PHONE FAX (A/C. N Ex : 425-709-3600 A/C No): 425-709-3460 A DRIESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Arch Insurance Company 11150 License#: PC-1210733 INSURED LYDIG CONS Lydig Construction, Inc. 11001 E Montgomery Drive INSURER B : Arch Indemnity Insurance Company 30830 INSURER C : INSURER D : Spokane Valley WA 99206 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:938138259 REVISION NUMRF-R-- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A )( I COMMERCIAL GENERAL LIABILITY Y Y ZAGLB9272500 11/1/2024 10/1/2025 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE 1_5�1 OCCUR DAMAGE ( RENTED PREMISESS Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 RO- [)�] LOC POLICY J PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y ZACAT9319300 11/1/2024 10/1/2025 COMBINED SINGLE LIMIT Ea accident $ 2,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ $ A UMBRELLA LIAB X OCCUR Y ZAULP9283500 11/1/2024 10/1/2025 EACH OCCURRENCE $ 3,000,000 X AGGREGATE $ 3,000,000 EXCESS LIAR CLAIMS -MADE DED X RETENTION $ n $ B WORKERS COMPENSATION Y / N AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? H N / A ZAWC19796200 11/1/2024 10/1/2025 X STATUTE 77 OERH WA Gap E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 2nd Excess - INSR: Arch Insurance Company I INS TYPE: Umbrella / Excess Liability Occur; Retention: 0; 1 POLICY NUMBER: ZAULP9283600 (11/01/2024 — 10/01/2025)1 LIMITS: Each Occurrence: $5,000,000; Aggregate: $5,000,000 3rd Excess — INSR: XL Insurance America, Inc. I INS TYPE: Umbrella / Excess Liability Occur; Retention: 0; POLICY NUMBER: US00145354LI24A (11/01/2024— 10/01/2025)1 LIMITS: Each Occurrence: $2,000,000; Aggregate: $2,000,000 Job Location Summary: Grant County Coroner's Office. Certificate Holder and all other parties required by the contract are included as Additional Insured on the General Liability, Auto Liability and Excess Liability See Attached... CERTIFICATE HOLDER CANCELLATION Grant County, through 35 C Street NW PO Box 37 Ephrata WA 98823 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN its Board of Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LYDIG CONS LOC #: AGENCY Parker, Smith and Feek Insurance, LLC POLICY NUMBER CARRIER ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED Lydig Construction, Inc. 11001 E Montgomery Drive Spokane Valley WA 99206 EFFECTIVE DATE: Page 1 of 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 1 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Policies, if required by written contract or agreement, subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of the Certificate Holder and all other parties required by the contract on the General Liability and Auto Liability Policies, if required by written contract or agreement, subject to the policy terms and conditions. General Liability Coverage(s) include 30 day notice of cancellation, subject to the policy terms and conditions. Excess Liability policy is in excess of the General Liability, Automobile Liability and Employers Liability Policies, subject to the policy terms and conditions. ACORD 101- (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of AGORD This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Name of Person(s) or Organ ization(s): ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE SPECIFICALLY AGREED IN WRITING TO PROVIDE ADDITIONAL INSURED STATUS UNDER THIS POLICY. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Under Covered Autos Liability Coverage, the Who is An Insured provision is amended to include as an "insured" the person(s) or organization(s) named in the Schedule above, but only with respect to their legal liability for your acts or omissions or acts or omissions of any person for whom Covered Auto Liability Coverage is afforded under this policy., All other terms and conditions of this Policy remain unchanged. Endorsement Number: Policy Number: Named Insured: This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 00 CA0070 00 10 13 Page I of 1 POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, WAIVER OF TRANSFER CIF RIGHTS QF RECOVERY AGAINST OTHERS TC) US (WAIVER QF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BU . SINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: PRU—��� Name(s) Of Person(s) Or Organ ization(): Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to the loss. I Information required to comelete this Schedule,, if not shown above, will be shown in the Declarations. I The Transfer Of Rights Of Recovery Against Others To 'Us condition does not apply to the person(s) or organization(s) shown in the Schedule but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 44 44 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of I POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 12 06 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION ---a PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 'i State Or Governmental Agency Or Subdivis'lon Or Political Subdivision: All parties where required for issuance of a permit or authorization to the named insured for work to commence. � I Information required to complete this Schedule, if not shown above, will be shown in the Declarations, - --1 Section 11 — Who Is An Insured is amended to in- clude as an insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1. This insurance applies only with respect to opera- tions performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or au- thorization. 2. This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or i municipality; or b. "Bodily injury" or "property damage" included within the "Products -completed operations hazard". CG 20 12 06 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Name Of Person Or Organization: Any person or organization where waiver of our right to recover is permit I ted by law and is required by written contract provided such contract was executed prior to the loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule, above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above.. CG 24 04 06 09 0 Insurance Services Office, Inc., 2008 Page I of 1 E3 COMMERCIAL EXCESS LIABILITY CX 00 01 04 13 COMMERCIAL EXCESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, nd any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under the "controlling Other words and phrases that appear in quotation marks in this Coverage Part have special meaning. Refer to Section IV — Definitions. Other words and phrases that are not defined under this Coverage Part but defined in the "controlling underlying insurance" will have the meaning described in the policy of " if controlling underlying insurance The insurance provided under this Coverage Part will follow the same provisions, exclusions and limitations that are contained in the applicable "controlling underlying insurance", unless otherwise directed by this insurance. To the extent such provisions differ or conflict, the provisions of this Coverage Part will apply. However, the coverage provided under this Coverage Part will not be broader than that provided by the applicable "controlling underlying insurance". There may be more than one "controlling underlying insurance" listed in the Declarations and provisions in those policies conflict, and which are not superseded by the provisions of this Coverage Part. In such a case, the provisions, exclusions and limitations of the "controlling underlying insurance" applicable to the particular "event" for which a claim is made or suit is brought will apply. SECTION I — COVERAGES 1. Insuring Agreement a. We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" because of "injury or damage" to which insurance provided under this Coverage Part applies. We will have the right and duty to defend the insured against any suit seeking damages for such "injury or damage" when the applicable limits of "controlling underlying insurance" have been exhausted in accordance with the provisions of such "controlling underlying insurance". When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other suit seeking damages for "injury or damage". However, we will have no duty to defend the insured against any suit seeking damages for which insurance under this policy does not apply. At our discretion, we may investigate any "event" that may involve this insurance and settle any resultant claim or suit, for which we have the duty to defend. But: (1) The amount we will pay for "ultimate net loss" is limited as described in Section II — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under this Coverage Part. However, if the policy of "controlling underlying insurance" specifies that limits are reduced by defense expenses, our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of defense expenses, judgments or settlements under this Coverage Part. b. This insurance applies to "injury or damage" that is subject to an applicable "retained limit'. If any other limit, such as, a sublimit, is specified in the "controlling underlying insurance", this insurance does not apply to "injury or damage" arising out of that exposure unless that limit is specified in the Declarations under the Schedule of "controlling underlying insurance". c. If the "controlling underlying insurance" requires, for a particular claim, that the "injury or damage" occur during its policy period in order for that coverage to apply, then this insurance will only apply to that "injury or damage" if it occurs during the policy period of this Coverage Part. If the "controlling underlying insurance" requires that the "event" causing the particular "injury or damage" takes place during its policy period in order for that coverage to apply, then this insurance will apply to the claim only if the "event" causing that "injury or damage" takes place during the policy period of this Coverage Part. CX 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 5