Document A101

– 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum

Init.

AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. 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 13:03:01 ET on 01/23/2024 under Order No.4104244839 which expires on 08/20/2024, 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: (1414098005)

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. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

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.

AGREEMENT made as of the date of full execution by the Owner

BETWEEN the Owner:

Beaverton School District #48J 1260 NW Waterhouse Avenue Beaverton, OR 97006 and the Contractor:

CCB #

for the following Project:

The Architect:

[All references to and responsibilities of Architect are to be completed by Owner or Owner’s contracted Engineering Firm.]

Error! Unknown document property name.

The Owner and Contractor agree as follows.

the author and should be reviewed. A the author and should be reviewed. A vertical line in the left margin of this vertical line in the left margin of this document indicates where the author document indicates where the author

[All references to and responsibilities of Architect are to be completed by Owner or [All references to and responsibilities of Architect are to be completed by Owner or [All references to and responsibilities of Architect are to be completed by Owner or [All references to and responsibilities of Architect are to be completed by Owner or Owner’s contracted Engineering Firm.]Owner’s contracted Engineering Firm.]Owner’s contracted Engineering Firm.]Owner’s contracted Engineering Firm.]Owner’s contracted Engineering Firm.]

Error! Unknown document property name.Error! Unknown document property name.Error! Unknown document property name.

The Owner and Contractor agree as follows.

Init.

AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. 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 13:03:01 ET on 01/23/2024 under Order No.4104244839 which expires on 08/20/2024, 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: (1414098005)

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

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

(Paragraph deleted) § 2.1 The Contractor shall fully execute the Work described in the Contract Documents or incidental, necessary, or reasonably inferable therefrom, except as specifically indicated in the Contract Documents to be the responsibility of others.

§ 2.2 THE OWNER’S RELIANCE ON THE CONTRACTOR AND SUBCONTRACTORS

§ 2.2.1 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner and Contractor acknowledge and agree that (1) all Work performed by the Contractor and the Subcontractors shall be performed in the interests of the Owner and for its benefit, (2) the Contractor and the Subcontractors are authorized by the Owner to exercise their own independent, professional and trade judgments in performing their contractual obligations pursuant to this Section 2.2 on behalf of the Owner, (3) the Owner will be relying on the Contractor and the Subcontractors to perform their obligations consistent with this Section 2.2 and (4), as a result, the Contractor and Subcontractors at all tiers shall owe a duty to the Owner to exercise reasonable care and to avoid negligence in performing their obligations under the Contract and on the Project. The Contractor shall incorporate, and shall cause to be incorporated, into all subcontracts with Subcontractors a provision equivalent to this Section 2.2.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall (Paragraphs deleted) be the date fixed in a notice to proceed issued by the Owner.

(Paragraphs deleted)

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

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other 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 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 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 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, 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.either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9.

ARTICLE 2 THE WORK OF THIS CONTRACTARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents or incidental, necessary, or The Contractor shall fully execute the Work described in the Contract Documents or incidental, necessary, or The Contractor shall fully execute the Work described in the Contract Documents or incidental, necessary, or reasonably inferable therefrom, except as specifically indicated in the Contract Documents to be the responsibility of reasonably inferable therefrom, except as specifically indicated in the Contract Documents to be the responsibility of reasonably inferable therefrom, except as specifically indicated in the Contract Documents to be the responsibility of

S RELIANCE ON THE CONTRACTOR AND SUBCONTRACTORSS RELIANCE ON THE CONTRACTOR AND SUBCONTRACTORSS RELIANCE ON THE CONTRACTOR AND SUBCONTRACTORS The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to interests of the Owner; to furnish efficient construction administration, management services and supervision; to interests of the Owner; to furnish efficient construction administration, management services and supervision; to interests of the Owner; to furnish efficient construction administration, management services and supervision; to interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner and Contractor acknowledge and agree that (1) economical manner consistent with the Owner’s interests. The Owner and Contractor acknowledge and agree that (1) economical manner consistent with the Owner’s interests. The Owner and Contractor acknowledge and agree that (1) all Work performed by the Contractor and the Subcontractors shall be performed in the interests of the Owner and for all Work performed by the Contractor and the Subcontractors shall be performed in the interests of the Owner and for all Work performed by the Contractor and the Subcontractors shall be performed in the interests of the Owner and for its benefit, (2) the Contractor and the Subcontractors are authorized by the Owner to exercise their own independent, its benefit, (2) the Contractor and the Subcontractors are authorized by the Owner to exercise their own independent, its benefit, (2) the Contractor and the Subcontractors are authorized by the Owner to exercise their own independent, professional and trade judgments in performing their contractual obligations pursuant to this Section 2.2 on behalf of professional and trade judgments in performing their contractual obligations pursuant to this Section 2.2 on behalf of professional and trade judgments in performing their contractual obligations pursuant to this Section 2.2 on behalf of the Owner, (3) the Owner will be relying on the Contractor and the Subcontractors to perform their obligations

AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. 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 13:03:01 ET on 01/23/2024 under Order No.4104244839 which expires on 08/20/2024, 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: (1414098005)

§ 3.3 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work not later than XXXX and Final Completion of the entire Work not later than XXXX (collectively, the "Contract Time"). In addition to achieving Substantial Completion and Final Completion by the dates required herein, the Contractor shall achieve sufficient completion of the Work so that Owner has full access to the Premises for the purpose of Owner’s installation of furniture, fixtures, cabling and equipment that are not included in the Work not later than 10 days prior to the earlier of the required or actual Substantial Completion date ("Access Completion"). [ADJUST FOR PHASED DELIVERIES]

§ 3.3.1 (Paragraphs deleted) The Contractor shall perform the Work diligently and continuously consistent with the Contract Time and Construction Schedule. Time is of the essence in the performance of the Work.

(Paragraph deleted)

§ 3.4 ACCELERATION OF THE WORK

§ 3.4.1 If during the course of construction the Owner or Architect determines that the performance of the Work has not progressed or reached the level of completion required by the current, approved Construction Schedule, the Owner shall have the right to order the Contractor to take corrective measures as necessary to restore the progress of the construction to the requirements of such schedule, including but not limited to (1) working additional shifts or overtime, (2) finishing additional labor, services, materials, equipment and facilities and (3) other similar acceleration measures. The costs incurred by the Contractor pursuant to this Section 3.4.1 shall be paid by the Contractor.

§ 3.4.2 In the circumstances referenced in Section 3.4.1, and without limiting the Owner’s rights under that Section, upon demand by the Owner the Contractor shall prepare and submit to the Owner and Architect a Recovery Schedule, in a form and providing sufficient detail to explain and display how the Contractor intends to reschedule the Work to regain compliance with the Construction Schedule during an agreed Recovery Period.

§ 3.4.2.1 Within seven (7) days after the Contractor’s receipt of the Owner’s demand for a Recovery Schedule, the Contractor shall present the Recovery Schedule to the Owner and Architect. The Recovery Schedule shall represent the Contractor’s best judgment as to how the Work should be made to comply with the Construction Schedule within the agreed Recovery Period. The Recovery Schedule shall be prepared to a similar level of detail as the Contractor’s construction schedule.

§ 3.4.2.2 Five (5) days prior to the expiration of the agreed Recovery Period, the Owner, Architect and Contractor shall confer to determine whether the Contractor has regained compliance with the Construction Schedule. If in the opinion of the Owner the Contractor is still not in compliance with the Construction Schedule, the Contractor shall prepare another Recovery Schedule pursuant to Sections 3.4.2 and 3.4.2.1, to take effect during the immediate subsequent agreed Recovery Period. If in the opinion of the Owner the Contractor has regained compliance with the Construction Schedule, the use of the Construction Schedule shall be resumed.

§ 3.5 Nothing in this Article 3 or any other provision of this Agreement shall be construed or applied to prevent or bar the Owner from directing the Contractor to accelerate the Work pursuant to the General Conditions.

(Paragraph deleted) (Table deleted)

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 shall be ($ ), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner:

(Table deleted)

If during the course of construction the Owner or Architect determines that the performance of the Work has If during the course of construction the Owner or Architect determines that the performance of the Work has not progressed or reached the level of completion required by the current, approved Construction Schedule, the Owner not progressed or reached the level of completion required by the current, approved Construction Schedule, the Owner shall have the right to order the Contractor to take corrective measures as necessary to restore the progress of the shall have the right to order the Contractor to take corrective measures as necessary to restore the progress of the construction to the requirements of such schedule, including but not limited to (1) working additional shifts or construction to the requirements of such schedule, including but not limited to (1) working additional shifts or overtime, (2) finishing additional labor, services, materials, equipment and facilities and (3) other similar acceleration overtime, (2) finishing additional labor, services, materials, equipment and facilities and (3) other similar acceleration measures. The costs incurred by the Contractor pursuant to this Section 3.4.1 shall be paid by the Contractor.measures. The costs incurred by the Contractor pursuant to this Section 3.4.1 shall be paid by the Contractor.

In the circumstances referenced in Section 3.4.1, and without limiting the Owner’s rights under that Section, In the circumstances referenced in Section 3.4.1, and without limiting the Owner’s rights under that Section, upon demand by the Owner the Contractor shall prepare and submit to the Owner and Architect a Recovery Schedule, upon demand by the Owner the Contractor shall prepare and submit to the Owner and Architect a Recovery Schedule, in a form and providing sufficient detail to explain and display how the Contractor intends to reschedule the Work to in a form and providing sufficient detail to explain and display how the Contractor intends to reschedule the Work to regain compliance with the Construction Schedule during an agreed Recovery Period.regain compliance with the Construction Schedule during an agreed Recovery Period.

Within seven (7) days after the Contractor’s receipt of the Owner’s demand for a Recovery Schedule, the Within seven (7) days after the Contractor’s receipt of the Owner’s demand for a Recovery Schedule, the Contractor shall present the Recovery Schedule to the Owner and Architect. The Recovery Schedule shall represent Contractor shall present the Recovery Schedule to the Owner and Architect. The Recovery Schedule shall represent the Contractor’s best judgment as to how the Work should be made to comply with the Construction Schedule within the Contractor’s best judgment as to how the Work should be made to comply with the Construction Schedule within the agreed Recovery Period. The Recovery Schedule shall be prepared to a similar level of detail as the Contractor’s the agreed Recovery Period. The Recovery Schedule shall be prepared to a similar level of detail as the Contractor’s the agreed Recovery Period. The Recovery Schedule shall be prepared to a similar level of detail as the Contractor’s

Five (5) days prior to the expiration of the agreed Recovery Period, the Owner, Architect and Contractor shall Five (5) days prior to the expiration of the agreed Recovery Period, the Owner, Architect and Contractor shall Five (5) days prior to the expiration of the agreed Recovery Period, the Owner, Architect and Contractor shall confer to determine whether the Contractor has regained compliance with the Construction Schedule. If in the opinion confer to determine whether the Contractor has regained compliance with the Construction Schedule. If in the opinion confer to determine whether the Contractor has regained compliance with the Construction Schedule. If in the opinion of the Owner the Contractor is still not in compliance with the Construction Schedule, the Contractor shall prepare of the Owner the Contractor is still not in compliance with the Construction Schedule, the Contractor shall prepare of the Owner the Contractor is still not in compliance with the Construction Schedule, the Contractor shall prepare another Recovery Schedule pursuant to Sections 3.4.2 and 3.4.2.1, to take effect during the immediate subsequent another Recovery Schedule pursuant to Sections 3.4.2 and 3.4.2.1, to take effect during the immediate subsequent another Recovery Schedule pursuant to Sections 3.4.2 and 3.4.2.1, to take effect during the immediate subsequent agreed Recovery Period. If in the opinion of the Owner the Contractor has regained compliance with the Construction agreed Recovery Period. If in the opinion of the Owner the Contractor has regained compliance with the Construction agreed Recovery Period. If in the opinion of the Owner the Contractor has regained compliance with the Construction agreed Recovery Period. If in the opinion of the Owner the Contractor has regained compliance with the Construction agreed Recovery Period. If in the opinion of the Owner the Contractor has regained compliance with the Construction Schedule, the use of the Construction Schedule shall be resumed.Schedule, the use of the Construction Schedule shall be resumed.Schedule, the use of the Construction Schedule shall be resumed.Schedule, the use of the Construction Schedule shall be resumed.

Nothing in this Article 3 or any other provision of this Agreement shall be construed or applied to prevent or bar Nothing in this Article 3 or any other provision of this Agreement shall be construed or applied to prevent or bar Nothing in this Article 3 or any other provision of this Agreement shall be construed or applied to prevent or bar the Owner from directing the Contractor to accelerate the Work pursuant to the General Conditions.the Owner from directing the Contractor to accelerate the Work pursuant to the General Conditions.the Owner from directing the Contractor to accelerate the Work pursuant to the General Conditions.

AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. 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 13:03:01 ET on 01/23/2024 under Order No.4104244839 which expires on 08/20/2024, 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: (1414098005)

(Paragraphs deleted) (Table deleted) (Paragraph deleted) § 4.3 Unit prices, if any:

Unless expressly stated otherwise herein, unit prices cover the entire cost of material, labor, equipment, shipping, insurance, installation, and overhead, fees and profit.

(Table deleted) § 4.4 (Paragraphs deleted) Allowances included in the Contract Sum, if any:

(Table deleted) § 4.5 Liquidated (Paragraphs deleted) Damages (Paragraphs deleted) § 4.5.1 The Contractor acknowledges that the Owner will incur significant damages if the Project is not completed within the Contract Time, including without limitation, damages in the form of: inability to use the Project and all related facilities (i.e., "loss of use"); delay costs for completion of portions of the Project or related projects to be constructed by the Owner or the Owner’s separate contractors; or costs of extended services of the Owner’s project management staff, outside construction management firms, Architect, any separate contractors and consultants, and others performing work or services related to the Project. In consideration of the factors set out in this Section 4.5.1, the Contractor acknowledges and agrees that time is particularly of the essence in the Contractor’s performance of the Work in accordance with the agreed date of commencement of the Work, the agreed dates of Access Completion, Substantial Completion and Final Completion of the Work, and the approved Construction Schedule. The Owner will incur serious and substantial special, incidental and consequential damages if Access Completion, Substantial Completion and Final Completion of the Work do not occur within the respective specified dates. It would be difficult if not impossible to determine the amount of such damages. Consequently, provisions for liquidated damages as a reasonable estimate of loss are included in the Contract Documents. Such liquidated damages are a reasonable estimate of actual damages from loss of use delay and are not a penalty. The Owner’s right to liquidated damages for delay is not affected by partial completion, occupancy, or beneficial occupancy. If the Work is to be performed in phases, with separate dates set forth elsewhere in the Contract Documents, then the liquidated damages of this Section shall apply separately to each such phase. The liquidated damages provisions herein are intended to be in addition to every other remedy enforceable at law, equity, or under this Contract, including without limitation the right to collect actual damages in any case where liquidated damages are unenforceable or otherwise unavailable. The provisions shall not relieve or release the Contractor from liability for any and all damage or damages suffered by the Owner due to other breaches of the Contract or suffered by separate contractors or under the indemnification and warranty provisions of this Contract, that are not breaches expressly covered by liquidated damages.

§ 4.5.2 Loss of Use Liquidated Damages § 4.5.2.1 The Owner and Contractor acknowledge and agree that if Substantial Completion of the Work is not achieved by the Contract Time for Substantial Completion, or Access Completion is not achieved by the required date for Access Completion, the amount of the Owner’s actual loss of use damages (as described in Section 4.5.1 above) will be difficult, impractical or impossible to determine. Accordingly, the parties agree that if Access Completion or Substantial Completion is not achieved by the agreed date of Access Completion or Substantial Completion (as the case may be) as may be adjusted pursuant to the Contract Documents, the Contractor shall pay to the Owner as liquidated damages for the loss of use of the Project the following amounts: the sum of xxx ($XXXX.00) for each partial day or full day of delay beyond the deadline for Access Completion or Substantial Completion. [Liquidated damages shall be the greater of the two numbers, so for example if Access Completion is 3 days late and Substantial Completion is 2 days late, 3 days of liquidated damages shall apply.] Modify as necessary for each Contract. LDs can be different for Access Completion and Substantial Completion based on the project.

§ 4.5.2.2 The parties further acknowledge and agree that the Contractor’s obligation to pay liquidated damages under this Section 4.5.2 shall be in lieu of the obligation to pay actual delay damages for the loss of use damages in connection with Access Completion and Substantial Completion. The parties agree that the daily rate agreed to above is reasonable in comparison to the approximate scope of actual delay damages for loss of use that the parties anticipate as of the time of execution of this Agreement, and that the payment of such liquidated damages is not intended to be a

The Contractor acknowledges that the Owner will incur significant damages if the Project is not completed The Contractor acknowledges that the Owner will incur significant damages if the Project is not completed within the Contract Time, including without limitation, damages in the form of: inability to use the Project and all within the Contract Time, including without limitation, damages in the form of: inability to use the Project and all related facilities (i.e., "loss of use"); delay costs for completion of portions of the Project or related projects to be related facilities (i.e., "loss of use"); delay costs for completion of portions of the Project or related projects to be constructed by the Owner or the Owner’s separate contractors; or costs of extended services of the Owner’s project constructed by the Owner or the Owner’s separate contractors; or costs of extended services of the Owner’s project management staff, outside construction management firms, Architect, any separate contractors and consultants, and management staff, outside construction management firms, Architect, any separate contractors and consultants, and others performing work or services related to the Project. In consideration of the factors set out in this Section 4.5.1, others performing work or services related to the Project. In consideration of the factors set out in this Section 4.5.1, the Contractor acknowledges and agrees that time is particularly of the essence in the Contractor’s performance of the the Contractor acknowledges and agrees that time is particularly of the essence in the Contractor’s performance of the Work in accordance with the agreed date of commencement of the Work, the agreed dates of Access Completion, Work in accordance with the agreed date of commencement of the Work, the agreed dates of Access Completion, Substantial Completion and Final Completion of the Work, and the approved Construction Schedule.Substantial Completion and Final Completion of the Work, and the approved Construction Schedule.

incur serious and substantial special, incidental and consequential damages if Access Completion, Substantial incur serious and substantial special, incidental and consequential damages if Access Completion, Substantial Completion and Final Completion of the Work do not occur within the respective specified dates. It would be difficult Completion and Final Completion of the Work do not occur within the respective specified dates. It would be difficult if not impossible to determine the amount of such damages. Consequently, provisions for liquidated damages as a if not impossible to determine the amount of such damages. Consequently, provisions for liquidated damages as a reasonable estimate of loss are included in the Contract Documents. Such liquidated damages are a reasonable reasonable estimate of loss are included in the Contract Documents. Such liquidated damages are a reasonable estimate of actual damages from loss of use delay and are not a penalty. The Owner’s right to liquidated damages for estimate of actual damages from loss of use delay and are not a penalty. The Owner’s right to liquidated damages for delay is not affected by partial completion, occupancy, or beneficial occupancy. If the Work is to be performed in delay is not affected by partial completion, occupancy, or beneficial occupancy. If the Work is to be performed in phases, with separate dates set forth elsewhere in the Contract Documents, then the liquidated damages of this Section phases, with separate dates set forth elsewhere in the Contract Documents, then the liquidated damages of this Section phases, with separate dates set forth elsewhere in the Contract Documents, then the liquidated damages of this Section shall apply separately to each such phase. The liquidated damages provisions herein are intended to be in addition to shall apply separately to each such phase. The liquidated damages provisions herein are intended to be in addition to shall apply separately to each such phase. The liquidated damages provisions herein are intended to be in addition to every other remedy enforceable at law, equity, or under this Contract, including without limitation the right to collect every other remedy enforceable at law, equity, or under this Contract, including without limitation the right to collect every other remedy enforceable at law, equity, or under this Contract, including without limitation the right to collect actual damages in any case where liquidated damages are unenforceable or otherwise unavailable. The provisions actual damages in any case where liquidated damages are unenforceable or otherwise unavailable. The provisions actual damages in any case where liquidated damages are unenforceable or otherwise unavailable. The provisions shall not relieve or release the Contractor from liability for any and all damage or damages suffered by the Owner due shall not relieve or release the Contractor from liability for any and all damage or damages suffered by the Owner due shall not relieve or release the Contractor from liability for any and all damage or damages suffered by the Owner due to other breaches of the Contract or suffered by separate contractors or under the indemnification and warranty to other breaches of the Contract or suffered by separate contractors or under the indemnification and warranty to other breaches of the Contract or suffered by separate contractors or under the indemnification and warranty provisions of this Contract, that are not breaches expressly covered by liquidated damages.provisions of this Contract, that are not breaches expressly covered by liquidated damages.provisions of this Contract, that are not breaches expressly covered by liquidated damages.

§ 4.5.2 Loss of Use Liquidated Damages§ 4.5.2 Loss of Use Liquidated Damages§ 4.5.2 Loss of Use Liquidated Damages The Owner and Contractor acknowledge and agree that if Substantial Completion of the Work is not The Owner and Contractor acknowledge and agree that if Substantial Completion of the Work is not The Owner and Contractor acknowledge and agree that if Substantial Completion of the Work is not achieved by the Contract Time for Substantial Completion, or Access Completion is not achieved by the required date achieved by the Contract Time for Substantial Completion, or Access Completion is not achieved by the required date achieved by the Contract Time for Substantial Completion, or Access Completion is not achieved by the required date for Access Completion, the amount of the Owner’s actual loss of use damages (as described in Section 4.5.1 above) for Access Completion, the amount of the Owner’s actual loss of use damages (as described in Section 4.5.1 above) for Access Completion, the amount of the Owner’s actual loss of use damages (as described in Section 4.5.1 above) will be difficult, impractical or impossible to determine. Accordingly, the parties agree that if Access Completion or will be difficult, impractical or impossible to determine. Accordingly, the parties agree that if Access Completion or will be difficult, impractical or impossible to determine. Accordingly, the parties agree that if Access Completion or Substantial Completion is not achieved by the agreed date of Access Completion or Substantial Completion (as the

AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. 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 13:03:01 ET on 01/23/2024 under Order No.4104244839 which expires on 08/20/2024, 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: (1414098005) penalty or forfeiture. The parties further acknowledge that these liquidated damages are meant to reimburse the Owner only for Access Completion and/or Substantial Completion loss of use delay damages and that the Owner reserves the right to claim other types of damages against Contractor resulting from delays, including but not limited to other delay damages. The Contractor’s obligation to pay liquidated damages for the applicable period shall not require Owner’s establishment of any actual damages for such delay.

§ 4.5.2.3 Withholding of Liquidated Damages The Owner may withhold liquidated damages from any progress or final payment.

ARTICLE 5 PAYMENTS

§ 5.1 PROGRESS PAYMENTS

§ 5.1.1 Based upon Applications for Payment submitted to the Owner and Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. Payments shall be made in accordance with the Oregon Prompt Payment Act, ORS 279C.570.

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

§ 5.1.3 Provided that a complete and correct Application for Payment is received by the Owner and Architect not later than the first (1st) day of a month, the Owner shall make payment of the approved amount to the Contractor not later than the thirtieth (30th) day of the same month. If an Application for Payment is received by the Owner and Architect after the application date fixed above, payment shall be made of the approved amount by the Owner not later than thirty (30) days after the Owner and Architect receive the Application for Payment.

§ 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor and approved by the Owner in accordance with the Contract Documents. The schedule of values shall allocate the entire 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 Architect or the Owner may require. The current schedule of values as approved by the Owner shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 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.

§ 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 That portion of the Contract Sum properly allocable to completed Work;

.2 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; and

.3 That portion of Construction Change Directives that the Owner determines, in the Owner’s judgment, to be reasonably justified.

§ 5.1.6.2 The amount of each progress payment shall then be reduced by:

.1 The aggregate of any amounts previously paid by the Owner;

.2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201–2017;

.3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay;

.4 For Work performed or defects discovered since the last payment application, any amount for which the Architect or the Owner may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201–2017; and

.5 Retainage withheld pursuant to Section 5.1.7.

The period covered by each Application for Payment shall be one calendar month ending on the last day of the The period covered by each Application for Payment shall be one calendar month ending on the last day of the

Provided that a complete and correct Application for Payment is received by the Owner and Architect not later Provided that a complete and correct Application for Payment is received by the Owner and Architect not later ) day of a month, the Owner shall make payment of the approved amount to the Contractor not later ) day of a month, the Owner shall make payment of the approved amount to the Contractor not later

) day of the same month. If an Application for Payment is received by the Owner and Architect ) day of the same month. If an Application for Payment is received by the Owner and Architect after the application date fixed above, payment shall be made of the approved amount by the Owner not later than after the application date fixed above, payment shall be made of the approved amount by the Owner not later than thirty (30) days after the Owner and Architect receive the Application for Payment.thirty (30) days after the Owner and Architect receive the Application for Payment.

Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor and approved by the Owner in accordance with the Contract Documents. The schedule of values shall allocate the and approved by the Owner in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form entire 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 Architect or the Owner may require. The current and supported by such data to substantiate its accuracy as the Architect or the Owner may require. The current schedule of values as approved by the Owner shall be used as a basis for reviewing the Contractor’s Applications for schedule of values as approved by the Owner shall be used as a basis for reviewing the Contractor’s Applications for

Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of 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 period covered by the Application for Payment.the period covered by the Application for Payment.

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

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

That portion of the Contract Sum properly allocable to completed Work;That portion of the Contract Sum properly allocable to completed Work;That portion of the Contract Sum properly allocable to completed Work;

That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably 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 stored at the site for subsequent incorporation in the completed construction, or, if approved in advance 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; andby the Owner, suitably stored off the site at a location agreed upon in writing; andby the Owner, suitably stored off the site at a location agreed upon in writing; and That portion of Construction Change Directives that the Owner determines, in the Owner’s judgment, AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. 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 13:03:01 ET on 01/23/2024 under Order No.4104244839 which expires on 08/20/2024, 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: (1414098005)

§ 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to Final Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: five percent (5%) of each progress payment (unless otherwise required by law).

(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.)

(Paragraphs deleted) § 5.1.7.2 (Paragraphs deleted) Upon Final Completion of the Work and fulfillment of all requirements for Final Completion and release of retainage, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7.

(Paragraphs deleted) § 5.1.8 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.

§ 5.1.9 In accordance with ORS 279C.570, the Owner and Contractor shall endeavor to agree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. Unless otherwise agreed in writing with the Owner, the Contractor agrees to withhold as retainage from each first-tier Subcontractor five percent (5%) of the amount of each progress payment to such first-tier Subcontractor, until completion of the Work, and to otherwise apply such retainage in accordance with the applicable Subcontract to protect the interests of the Owner.

§ 5.1.10 The Owner may require Contractor to provide any form of retainage as allowed under ORS279.560. If the Owner requires the Contractor to deposit a surety bond for the retainage obligations set forth in this Agreement, then payments made to Contractor under pay applications shall be in accordance with ORS 279C.560(7). In this event, references in this contract to payments withheld from pay applications as retainage shall be interpreted to refer to the amount of money that would have been withheld as retainage were retainage to have been held in a retainage account.

§ 5.2 FINAL PAYMENT

§ 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when

.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work after final payment as provided in Section 12.2.2 of the General Conditions, and to satisfy other requirements, if any, which arise or extend beyond final payment;

.2 a final Certificate for Payment has been issued by the Architect and approved by the Owner; and

.3 the Contractor has fully complied with the General Conditions and all other requirements of the Contract Documents for final payment.

§ 5.2.2 The Owner’s final payment to the Contractor shall be made no later than thirty (30) days after the issuance of the Architect’s final Certificate for Payment.

§ 5.3 Interest payments due and unpaid under the Contract shall bear interest (Paragraphs deleted) at the rate required under Oregon law.

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 (Paragraphs deleted) For any Claim subject to, but not resolved by, mediation pursuant to Section 15.2 of the General Conditions, the method of binding dispute resolution shall pursuant to Section 15.3 of the General Conditions be at the Owner’s sole option either (i) arbitration or (ii) litigation in a court of competent jurisdiction.

Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for

In accordance with ORS 279C.570, the Owner and Contractor shall endeavor to agree upon (1) a mutually In accordance with ORS…