8-C 01 CVPA A1A.pdf

AIA

Document A101TM – 2017

Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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User Notes: (1348748386)

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion.

The author may also have revised the text of the original AIA standard form.

An Additions and Deletions

Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

The parties should complete

A101™–2017, Exhibit A, Insurance and Bonds, contemporaneously with this

Agreement. AIA Document

A201™–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.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

AGREEMENT made as of the « 10 » day of « June » in the year « 2026 » (In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, legal status, address and other information)

« Board of Education of the City of St. Louis Public Schools » «801 North 11th Street » «St. Louis, MO 63101» and the Contractor:

«Name of General Contractor» for the following Project:

(Name, location and detailed description)

«St. Louis Public Schools » «3125 S Kingshighway Blvd» «St. Louis, MO 63139» « CVPA & CSMB North Vestibule Entrance Project»

The Architect:

«Cordogan Clark Architects»» 3001 Locust Street Floor 2 St. Louis, MO 63103

The Owner and Contractor agree as follows.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4 CONTRACT SUM

5 PAYMENTS

6 DISPUTE RESOLUTION

7 TERMINATION OR SUSPENSION

8 MISCELLANEOUS PROVISIONS

9 ENUMERATION OF CONTRACT DOCUMENTS

EXHIBIT A INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9.

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall be:

(Check one of the following boxes.)

[ « » ] The date of this Agreement.

[ « » ] A date set forth in a notice to proceed issued by the Owner.

[ « X » ] Established as follows:

(Insert a date or a means to determine the date of commencement of the Work.)

« The date of commencement of the Work shall be fixed in a notice to proceed issued by the Owner or shall be the date of this Agreement, whichever is issued first. »

If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement.

§ 3.2 The Contract Time shall be measured from the date of commencement of the Work.

§ 3.3 Substantial Completion § 3.3.1 This contract must achieve the Substantial Completion dates identified in this Section and in Section 3.3.2. It is expected that within the overall contract duration, this Contractor includes all delays due to weather.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of all work related to new construction, bid alternates and associated Site Work as follows:

(Check one of the following boxes and complete the necessary information.)

[ « » ] Not later than « » ( « » ) working days from the date of commencement of the Work.

[ « X » ] By the following dates:

Facility Name

Substantial Completion

Date

CVPA & CSMB Entrance North Vestibule July 31, 2027

§ 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates:

Portion of Work Substantial Completion Date

§ 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if any, shall be assessed as set forth in Section 4.5. To the maximum extent permitted by Missouri law, such damages shall be in addition to, and not in lieu of, any other rights or remedies Owner may have against Contractor for failure to timely achieve Substantial Completion, and damages for failure to achieve Substantial Completion and failure to achieve Final Completion may run concurrently. If the Work is not finally completed by the time stated in the Agreement, or as extended, no payments for Work completed beyond that time shall be made until the Project reaches Final Completion.

ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum including Performance and Payment bonds shall be «XXXX dollars » ($ «XXXX » ), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 Alternates § 4.2.1 Alternates, if any, included in the Contract Sum:

Item Price

§ 4.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. The Owner reserves the right to accept the following alternates through the Change Order Process post execution of this Agreement for the amounts below. This Contractor must hold prices for these Alternates for a period of Ninety (90) days.

(Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.)

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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§ 4.3 Allowances, if any, included in the Contract Sum:

(Identify each allowance.)

Unforeseen Conditions $500,000

§ 4.4 Unit prices, if any:

(Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00)

See Attached Bid Proposal Form

§ 4.5 Liquidated damages, if any:

(Insert terms and conditions for liquidated damages, if any.)

« Contractor understands that time is of the essence for the Owner as to the deadlines set forth in this Contract, that Owner will be harmed if Contractor fails to complete the Project in timely manner, that precise quantification of damages for such harm would be difficult, and the amounts specified herein as liquidated damages for delay are reasonable. Contractor shall be responsible to maintain scheduled items for the Contractor's work as shown in the Contract Documents. In the event that the Contractor does not substantially complete the work within the new construction additions, existing building and associated site work by the required Substantial Completion dates, the Contractor agrees to pay the Owner, or to deduct from the Contract Sum, not as a penalty, but as liquidated damages, the amount of $500 for each and every calendar day that the intermediate and/or final Substantial Completion dates are delayed.

In addition, if Contractor shall neglect, refuse, or fail to complete the remaining work and closeout documents within Thirty (30) calendar days after each intermediate and the final Substantial Completion dates (including any proper extension granted by the Owner), Contractor shall pay the Owner the stipulated sum of Five Hundred Dollars ($500) for each day that expires after the time specified for completion & readiness for final payment.

Further, if the Contractor shall neglect, refuse, or fail to submit all of the project submittals within Sixty (60) calendar days after Notice to Proceed (including any proper extension granted by the Owner), Contractor shall pay the Owner the stipulated sum of Five Hundred Dollars ($500) for each day beyond the submittal milestone. »

§ 4.6 Other:

(Insert provisions for bonus or other incentives, if any, that might result in a change to the Contract Sum.)

ARTICLE 5 PAYMENTS

§ 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Owner Representative by the Contractor and Certificates for Payment issued by the Owner’s Representative, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:

§ 5.1.3 Provided that a draft Application for Payment is received electronically by the Owner's Representative not later than the 20th day of the invoicing month and subsequently recommended for approval, and the official Application for Payment is received by the Owner’s Representative not later than the first day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the last day of the same month. If an Application for Payment is received by the Owner’s Representative after the application date fixed above, AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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payment of the amount certified shall be made by the Owner not later than Thirty ( 30 ) days after the Owner’s Representative receives the Application for Payment. Notwithstanding the above, payments will be made as soon as practicable after the Board of Education meeting following receipt of the invoice. In no case will payment be delayed more than thirty (30) days.

Moreover, if Owner is entitled to deduct damages or amounts provided in the Contract Documents, including clean-up fees, then Owner shall be entitled to deduct such damages, amounts and fees at any time (Federal, state or local laws may require payment within a certain period of time).

§ 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate each facility as a portion of the Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Owner’s Representative may require. This schedule, unless objected to by the Owner’s Representative, shall be used as a basis for reviewing the Contractor’s Applications for Payment. If Contractor fails or refuses to complete the Work, or has unsettled claims with Owner, any payment to Contractor shall be subject to deduction for such amounts as the Owner’s Representative shall determine as the cost for completing incomplete Work and the value of unsettled claims.

§ 5.1.5 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.

Applications for Payments shall be submitted on AIA Documents G702 and G703. In the event of a dispute with regard to any item included in an Application for Payment, the Owner shall make payment for items not in dispute and shall have the right to withhold from payment the amount of such disputed item while the parties attempt to resolve the dispute in accordance with the dispute resolution provisions provided for in the Contract Documents.

Such applications shall include:

- Certified payrolls, An original accounting of all labor rates and hours of Work

- Invoices for all materials, rental equipment, and Contractor’s statements.

- Copies of Contractor’s daily log

- Compliance with prevailing wage laws as per annual wage order issued with this contract

- If invoicing for stored materials that have not been delivered to the project site, the following must be provided: proof of stored materials including certificate of insurance for facility where materials are stored, photographs of such materials, materials are labeled with signs indicating materials are “Property of City of St. Louis Public Schools” and copies of invoices for materials from the vendors/supplier.

§ 5.1.6 In accordance with AIA Document A201™–2017, General Conditions of the Contract for Construction, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

§ 5.1.6.1 The amount of each progress payment shall first include:

.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Five Percent (5%) Pending final determination of cost to the Owner of Changes in the work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201-2017, General Conditions of the Contract for Construction;

.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing, less retainage of Ten Percent (10%);

.3 Subtract the aggregate of previous payments made by the Owner; and

.4 Subtract amounts, if any, for which the Owner’s Representative has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2017.

§ 5.1.6.2 The progress payment amount determined in accordance with Section 5.1.6.1 shall be further modified under the following circumstances:

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract sum, less such amounts as the Owner’s Representative shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and.

2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201- 2017.

§ 5.1.7 Retainage § 5.1.7.1 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.)

« 5% »

§ 5.1.7.1.1 The following items are not subject to retainage:

(Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.)

« None »

§ 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows:

(If the retainage established in Section 5.1.7.1 is to be modified prior to Substantial Completion of the entire Work, including modifications for Substantial Completion of portions of the Work as provided in Section 3.3.2, insert provisions for such modifications.)

« None »

§ 5.1.7.3 Deleted

§ 5.1.8 Deleted

§ 5.1.9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

At the time of this agreement, there are no known advance payments requested.

§ 5.2 Final Payment § 5.2.1 Final payment for each facility, constituting the entire unpaid balance of the portion of the entire Contract Sum allocated to each facility minus disputed sums and authorized deductions, shall be made by the Owner to the Contractor after:

.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of AIA Document A201–2017, and to satisfy other requirements, if any, which extend beyond final payment; and

.2 a final Certificate for Payment has been issued by the Owner’s Representative.

.3 The Contractor has completed all punchlist items to the satisfaction of the Owner's Representative and Owner.

i. .4 The Contractor has delivered all closeout Documentation required under the Contractor Documents for the facility, which include (1) original-final release of claims from Contractor (AIA G706 and G706A), in triplicate-operation and maintenance instructions/manuals; (1) original of final certified payrolls from Contractor and all lower tiered subcontractors, (1) original affidavit of compliance with prevailing wage laws from contractor and all lower tiered subcontractors, schedules, in triplicate equipment manuals, in triplicate marked up record documents, lien waivers and releases of claims from Contractor and all of its Subcontractors and suppliers providing more than $1,000 of services, equipment or supplies for the Work and in triplicate other closeout documents reasonably required by the Owner.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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§ 5.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Owner’s Representative’s final Certificate for Payment for each facility, or as follows:

§ 5.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.

(Insert rate of interest agreed upon, if any.)

As provided by the Missouri Public Prompt Pay Act.

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 Initial Decision Maker The Owner’s Representative will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker. Any claims or disputes between the parties of this agreement arising from or relating to this agreement or breach thereof, shall, as a condition prior to binding litigation, shall be submitted to non-binding mediation if the parties agree to mediation at the time and the mediation shall be completed within thirty (30) days of the submission of the claim/dispute in question. The mediator’s fees and expenses and any costs associated with the mediation shall be borne equally by both parties. Each party shall be responsible for paying its own costs, expenses, and attorney fees related to participating in the mediation. Disputes under this agreement shall be exclusively litigated in the Circuit Court for City of St. Louis County, Missouri.

(If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.)

§ 6.2 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 Section 15.4 of AIA Document A201–2017

[ « X » ] Litigation in a court of competent jurisdiction

[ « » ] Other (Specify)

«Mediated as provided in Section 15.3 thereof. If either party so desires, or if mediation fails to timely resolve the dispute, the dispute may be resolved by litigation. »

If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.

ARTICLE 7 TERMINATION OR SUSPENSION

§ 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201–2017.

§ 7.1.1 Deleted

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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§ 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2017.

ARTICLE 8 MISCELLANEOUS PROVISIONS

§ 8.1 Where reference is made in this Agreement to a provision of AIA Document A201–2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.

§ 8.2 The Owner’s representative:

(Name, address, email address, and other information)

« Navigate Building Solutions, LLC » « 8419 Manchester Road » « Brentwood, Missouri 63144 »

« The Owner has retained Navigate Building Solutions, LLC as its Owner’s Representative for the project. The Contractor shall cooperate with the Owner’s Representative to the same extent as the Owner. »

§ 8.3 The Contractor’s representative:

(Name, address, email address, and other information)

«XXXX »

§ 8.3.3 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party.

§ 8.5 Insurance and Bonds § 8.5.1 The Contractor shall secure and maintain at its own cost and expense and throughout the duration of this Contract and until the work is completed and accepted by the Owner, insurance of such types and in such amounts as may be necessary to protect it and the interests of the Owner against all hazards or risks of loss as hereunder specified or which may arise out of the performance of the Contract Documents. The form and limits of such insurance, together with the underwriter thereof in each case, are subject to approval by the Owner. Bid package requires AM Best rating of A-IX or higher. Regardless of such approval, it shall be the responsibility of the Contractor to maintain adequate insurance coverage at all times during the term of the Contract. Failure of the Contractor to maintain coverage shall not relieve it of any contractual responsibility or obligation or liability under the Contract Documents.

Certificates of insurance, including evidence of the required endorsements hereunder or the policies, shall be filed with the Owner within ten (10) days after the date of the receipt of Notice of Award of the Contract to the Contractor and prior to the start of work. Work may not proceed until proof of all required insurance has been provided to the Owner. All insurance policies shall include an ISO Additional Insured Endorsement (CG 20 10 and CG 20 37 2004 editions or equivalent) listing the Owner and the Owner’s Representative as additional insureds on a primary basis with owner and/or construction manager insurance excess and not contributory, general liability and auto to contain waiver of subrogation in favor of Owner and its officers, directors and employees, and an ISO Notice of Cancellation/Modification Endorsement providing thirty (30) days written notice to be given by the insurance company to the Owner prior to modification or cancellation of such insurance. The purchase of any insurance by Contractor as required by this Contract shall not constitute a waiver of the Owner’s sovereign or governmental immunity.

Such notices shall be sent via email to the Owner’s Representative AND the Owner directly.

§ 8.5.2 Minimum Coverages The minimum coverage for the insurance referred to herein shall be in accordance with the requirements established below:

a. Workers’ Compensation: Statutory coverage per R.S.Mo. 287.010 et seq.; Employer’s Liability:

$1,000,000.00 for bodily injury each accident or disease, each employee for injury by disease.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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b. Commercial General Liability Insurance: ISO occurrence form CG00010798 or later edition or equivalent substitute form. Including coverage for Premises, Operations Products and Completed Operations, Contractual Liability, Broad Form Property Damage, Independent Contractors, Explosion, Collapse, and Underground Property Damage and endorsed for blasting if blasting required. Such coverage shall apply to Bodily Injury and Property Damage on an “Occurrence Form Basis” with limits of Three Million Dollars ($3,000,000.00) for all claims arising out of a single accident or occurrence, Three Million Dollars ($3,000,000.00) for products/completed operations and One Million Dollars ($1,000,000.00) for any one person in a single accident or occurrence/advertising injury. Aggregate limits to apply separately to the Project other than completed operations hazards. ISO CG 25 03 endorsement for general aggregate limit of Three Million Dollars ($3,000,000.00).

c. Automobile Liability Insurance: ISO CA0001, CA0002, CA0005, CA0020 or equivalent.

Covering Bodily Injury and Property Damage for owned, non- owned and hired vehicles with limits of Three Million Dollars ($3000,000.00) for all claims arising out of a single accident or occurrence.

d. Owner’s and Contractor’s Protective Liability Insurance, to protect the Owner, its agents, servants and employees from claims which may arise from the performance of this Contract, with limits of Three Million Dollars ($3,000,000.00) for all claims arising out of a single accident or occurrence and Five Hundred Thousand ($500,000.00) for any one person in a single accident or occurrence.

The Owner’s and Contractor’s Protective Liability Insurance must:

(1) be a separate policy with the named insured being the Owner;

(2) be with the same insurance company with which the Contractor carries its Commercial

General Liability Insurance and Automobile Liability Insurance; and

(3) contain an endorsement that disclaims coverage for any claim barred by the doctrines of sovereign immunity or official immunity, except attorney’s fees and other litigation costs incurred in defending a claim. Nothing contained in this policy (or this endorsement thereto) shall constitute any waiver of whatever kind of these defenses or sovereign immunity or official immunity for any monetary amount whatsoever.

e. All-Risk Builders Risk Insurance (if required by the Owner): Unless specifically authorized by the

Owner, the amount of such insurance shall not be less than the total contract price. The policy shall name as insured the Contractor and the Owner.

f. Umbrella Excess: Two Million Dollars ($2,000,000) per occurrence and aggregate over employer's liability, general liability, and auto liability, with "follow-form" of underlying policies.

§ 8.5.2.1 Subcontractors The Contractor shall require all subcontractors to procure and maintain all insurance required in this section and in like amounts and shall provide evidence of such insurance, with the following exceptions:

a. Subcontractors are not required to provide All-Risk Builders Risk Insurance;

b. Subcontractors with an initial contract amount less than $100,000.00 may provide liability coverage limits of $1,000,000.00 in addition to a $1,000,000.00 umbrella policy;

c. Subcontractors need not carry OCPL coverage if contractor's coverage is inclusive;

d. The Contractor and/or subcontractor shall furnish the Owner prior to beginning any work satisfactory proof of carriage of all the insurance required by this Contract, with the provision that

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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policies shall not be canceled, modified or non-renewed without thirty (30) days written notice to the Owner.

§ 8.5.3 Pending Legislation If the scope or extent of the Owner’s tort liability as a governmental entity as described in Section 537.600 through

537.650 R.S.Mo. is broadened or increased during the term of this agreement by legislative or judicial action, the Owner may require Contractor, upon 10 days written notice, to execute a contract addendum whereby the Contractor agrees to a price not exceeding Contractor’s actual increased premium cost, additional liability insurance coverage as may require to protect the Owner from increased tort liability exposure as the result of such legislative or judicial action. Any such additional insurance coverage shall be evidenced by an appropriate certificate of insurance and shall take effect within the time set forth in the addendum.

§ 8.5.3 Performance and Payment Bonds The Contractor shall furnish a Performance Bond and a Labor and Materials Payment Bond with surety approved by the Owner and on the forms approved by the Owner. Each bond shall be in the full amount of the parties’ contract and shall be conditioned upon the full and faithful performance of all major terms and conditions of the contract and the payment of all labor and material suppliers. If at any time after the execution of a contract and the surety bonds (in the forms attached hereto) the Owner shall deem any bond surety to be unsatisfactory, or if for any reason, a bond ceases to be adequate to cover the performance of the work or the payment of labor and materials, the Contractor shall, at its expense and within five (5) days after the receipt of notice from the Owner to do so, furnish an additional bond or bonds, in such form and amount, and with such surety or sureties as shall be satisfactory to the Owner. In such event no further payment to the Contractor shall be deemed to be due under this contract until such new or additional security for the faithful performance of the work and the payment of labor and material suppliers shall be furnished in a manner and form satisfactory to the Owner. The corporate surety on any performance or payment bond must be licensed by the State of Missouri and must be listed in United States Treasury Circular 570, and the bonds shall be accompanied by current powers of attorney, on a form acceptable to Owner.

The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A201–2017. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201–2017.)

§ 8.6 Deleted

§ 8.7 Compliance with Laws:

§ 8.7.1 The Contractor shall comply with all local, state, and federal laws, rules, and regulations applicable to the provision of services and products under the Contract, including but not limited to: the Americans with Disabilities Act, employment discrimination laws, wage and hour laws (including as required by Sections 290.210 et seq.

R.S.Mo.), the transient employer financial assurance law (Sections 285.230 et seq. RSMo.), and public contracting laws. The Contractor affirmatively states that payment of all local, state, and federal taxes and assessments owed by the Contractor is either current or under lawful protest with the applicable taxing jurisdiction.

§ 8.7.2 Not less than the prevailing hourly rate of wages specified under Section 290.210-290.340 of the Revised Missouri Statues and set out in the Wage Determination shall be paid to all workers performing Work under this Contract.The Contractor shall forfeit as provided in Section 290.250 of the Revised Missouri Statutes as a penalty to the Owner the sum of One Hundred Dollars ($100.00) for each worker employed, for each calendar day, or portion thereof, that such worker is paid less than the prevailing rate for any work done under said Contract by the Contractor or by any of its Subcontractors.

§ 8.7.3 The Contractor and all subcontractors to the contract must require all on-site employees to complete the ten-hour safety training program required under Section 292.675, RSMo, if they have not previously completed the program and have documentation of having done so. The Contractor will forfeit a penalty to the Owner of $2500 plus an additional $100 for each employee employed by the Contractor or Subcontractor, for the calendar day, or portion thereof, such employee is employed without the required training.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at

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§ 8.7.4 Every transient employer, as defined in Section 285.230, RsMo, must post in a prominent and easily accessible place at the work site a clearly legible copy of the following: (1) The notice of registration of employer withholding issued to such transient employer by the director of revenue; (2) Proof of coverage for workers’ compensation insurance or self-insurance signed by the transient employer and verified by the department of revenue through the records of the division of workers’ compensation; and (3) The notice of registration for unemployment insurance issued to such transient employer by the division of employment security. Any transient employer failing to comply with these requirements shall, under section 285.234, RsMo, be liable for a penalty of Five Hundred Dollars ($500.00) per day until the notices required by this section are posted as required by that statute.

§ 8.8 Certified Payroll:

§ 8.8.1 The Contractor & each Subcontractor are required to submit, WEEKLY, ONE (1) Certified ORIGINAL for each week that work is in progress & SHOULD BE NUMBERED SEQUENTIALLY. If work is temporarily suspended, the last payroll should be appropriately marked to note that it would be the last payroll until work is resumed. Submitter shall make sure that each payroll is numbered and dated, includes the name of the Project on it as well as the name of the Subcontractor. It is important that submitter number ALL payrolls sequentially. This will keep Contractor from having to send “No Work” payrolls when no hours are logged for a pay period. It will also make it easier to track and communicate any inconsistencies. Submitter shall label each of the “Final Payrolls” from each contractor/subcontractor as such.

§ 8.8.2 The Contractor must submit one (1) certified originals of each weekly payroll within 7 days of the payment date of the payroll. The certification may be attached to the payroll or may be on the payroll itself. The Contractor will be considered responsible for submittal of payrolls and certifications for all their sub recipients on the project.

The certification must be properly signed originals. Electronic submittal of certified payrolls is not permitted.

Failure to submit these payrolls within the 7-day period will result in delay in submittal of pay applications. All certified payrolls must be certified by an officer of the company only. Contractor cannot certify several pay periods with only one payroll certification. This is unacceptable to the Department of Labor. Each certification must also be dated and signed to be valid. Owner would prefer that the certification be signed in a color other than black.Owner can accept Xeroxed payrolls; however, the certifications must each be signed with an original, live signature.

THE OWNER CANNOT ACCEPT COPIED SIGNATURES ON THE PAYROLL CERTIFICATIONS.

The employee’s full name must be used. Addresses are not optional and MUST be listed on publicly funded projects such as this one. Social Security numbers are no longer allowed on certified payrolls, however, in lieu of the Social Security number; the contractor must assign the employee an identification number and place that identification number on the certified payroll. The identification number can be the last four digits of the employee’s Social Security number. Employers (prime contractors and subcontractors) must maintain the current address and full SSN for each employee and must provide this information upon request to the contracting agency or other authorized representative responsible for labor standards compliance. All deductions must be clearly identified. Only approved deductions should be used in wage rate calculations as per the Code of Federal Regulations. The US Department of Labor Form LS-57 may be used, as this form complies with all code requirements. If any part of the payroll or payroll certification is illegible or not completely filled out, they will be returned to your office for correction and re-submission. IMPORTANT NOTE: APPRENTICE CERTIFICATION LETTERS MUST ACCOMPANY

CERTIFIED PAYROLLS THE 1ST TIME THEIR NAME APPEARS ON A CERTIFIED PAYROLL-IF NOT

ATTACHED IT WILL DELAY APPROVAL OF CERTIFIED PAYROLL, AND THEREFORE PAY

APPLICATION SUBMISSION.

§ 8.8.3 Unauthorized Alien Act Compliance and Federal Work Authorization Program Enrollment - No business or entity involved with this project shall employ an unauthorized alien to perform work within the state of Missouri. As a condition for the award of any contract or grant in excess of $5,000.00, the business entity shall, by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program (for example, the so called Federal E-Verify Program) with respect to the employees working in connection with the contracted services (see section 285.530 RSMo, enclosed in the laws section).To reaffirm - All Contractors are required to obtain and make available for inspection by the contracting public body from each subcontractor of any tier, an original sworn affidavit which affirms, under penalty of perjury, that the subcontractor is enrolled & actively participating in a federal work authorization program, that the subcontractor does not knowingly employ any person who is an Unauthorized Alien in connection with the contracted services, and the subcontractor’s employees are lawfully present in the United States. The Contractor shall comply with all applicable federal, state & local labor

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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laws & is not knowingly in violation of §RSMo 285.530(1) and shall not henceforth be in such violation. This shall appear in contracts between the general contractor and subcontractors and contracts between subcontractors of any tier.

§ 8.9 Liability and Indemnity:

§ 8.9.1 In no event shall the Owner be liable to the Contractor for special, indirect, or consequential damages, except those caused by the Owner's willful misconduct arising out of or in any way connected with a breach of this Contract. The maximum liability of the Owner shall be limited to the amount of money to be paid by the Owner under this Contract.

§ 8.9.2 The Contractor shall defend, indemnify, and hold harmless the Owner, its elected or appointed officials, Owner’s Representative, and their respective consultants, insurers, agents, and employees, from and and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims caused by, or allegedly caused by, or arising out of or connected with, this Contract, or the work of any subcontractor hereunder (the Contractor hereby assuming full responsibility for relations with its subcontractors), including but not limited to claims for personal injuries, death, or property damage (other than the Work itself), regardless of whether the loss to be indemnified was caused in part by an indemnified person.

§ 8.9.3 The Contractor shall indemnify and hold the Owner harmless from all wages or overtime compensation due any employees in rendering services pursuant to the Contract or any subcontract, including payment of reasonable attorneys' fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law.

§ 8.9.4 By executing this Contract the Contractor represents that the Contractor has reviewed the Contract Documents and affirms that the Contractor is not aware of any material defects in said documents that might prevent the Contractor from completing the Work and the Project as promised herein. The Contractor accordingly waives any claim of such material defect against the Owner.

§ 8.9.5 Contractor stipulates that Owner is a political subdivision of the State of Missouri, and as such, enjoys immunities from suit and liability as provided by the Constitution and laws of the State of Missouri. By entering into this Agreement, Owner does not waive any of its immunities from suit and/or liability, except as otherwise specifically provided herein and as specifically authorized by law.

§ 8.9.6 The Contractor may not assign its responsibilities, duties, obligations and rights under this Agreement, without the express written consent of the Owner. This does not prevent Contractor from engaging subcontractors to perform various phases of the Project, but Contractor shall be fully responsible to Owner for the work, actions and omissions of all such subcontractors.

§ 8.9.7 This Agreement, in its entirety, shall be binding upon all the parties hereto, their respective successors, heirs, executors, administrators or assigns.

§ 8.9.8 No delay or omission by either of the parties hereto in exercising any right or power accruing upon the noncompliance or failure of performance by the other party hereto of any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements hereof to be performed by the other party hereto shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant, condition or agreement herein contained.

§ 8.9 Contractor's Responsibility for Subcontractors The Contractor shall be as fully responsible to the Owner for the acts and omissions of its Subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons it directly employs. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relating to this work to bind all Subcontractors to Contractor by all the terms herein set forth, insofar as applicable to the work of Subcontractors, and to give Contractor the same power regarding termination of any subcontract as the Owner may exercise over the Contractor under any provisions of this Contract. Nothing contained in this Contract shall create any contractual relation between any Subcontractor and the Owner or between any Subcontractors.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and

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11:40:19 ET on 02/27/2019 under Order No.9939696030 which expires on 02/27/2020, and is not for resale.

§ 8.9.1 The Contractor shall enforce the Owner’s alcohol-free, drug-free, tobacco-free, harassment-free and weapon-free policies…