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Init.

§ 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures,
progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly
distribute minutes to the Owner and Architect.

§ 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall
prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in
accordance with Section 3.10 of A201-2007.

§ 2.3.2.7 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as
agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect,
showing percentages of completion and other information required by the Owner. The Construction Manager shall
also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather,
portions of the Work in progress, number of workers on site, identification of equipment on site, problems that
might affect progress of the work, accidents, injuries, and other information required by the Owner.

§ 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work, including regular
monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The
Construction Manager shall identify variances between actual and estimated costs and report the variances to the
Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in
accordance with Section 2.3.2.7 above.

§ 2.4 Professional Services
Section 3.12.10 of A201-—2007 shall apply to both the Preconstruction and Construction Phases.

§ 2.5 Hazardous Materials
Section 10.3 of A201-2007 shall apply to both the Preconstruction and Construction Phases.

ARTICLE3 OWNER'S RESPONSIBILITIES

§ 3.1 Information and Services Required of the Owner

§ 3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations
on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria,
including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems,
sustainability and site requirements.

§ 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request
in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the
Owner’s obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1)
the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in
the Work materially changes the Contract Sum, or (3) the Construction Manager identifies in writing a reasonable
concem regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence as a
condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material
change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements
without prior notice to the Construction Manager and Architect.

§ 3.1.3 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the
budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner’s other costs, and (3) reasonable
contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for
the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect,
in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s
scope and quality.

§ 3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall
furnish the following information or services with reasonable promptness. The Owner shall also furnish any other
information or services under the Owner’s control and relevant to the Construction Manager’s performance of the
Work with reasonable promptness after receiving the Construction Manager’s written request for such information
or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished
by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

AIA Document A133” — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.
The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission
This document was produced by AIA software al 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, 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

* copyright@aia.org.

User Notes: (3B9ADA4E)

Init.

§ 3.1.4.1 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the
parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous
materials.

§ 3.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations
for the site of the Project, and a legal description of the site. The surveys and legal information shall include, as
applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands;
adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements
and trees; and information concerning available utility services and lines, both public and private, above and below
grade, including inverts and depths. All the information on the survey shal! be referenced to a Project benchmark.

§ 3.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may
include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including
necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.

§ 3.1.4.4 During the Construction Phase, the Owner shall furnish information or services required of the Owner by
the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services
under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable
promptness after receiving the Construction Manager’s written request for such information or services.

§ 3.2 Owner’s Designated Representative

The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The
Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid
unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section
4.2.1 of A201-2007, the Architect does not have such authority. The term “Owner” means the Owner or the
Owner’s authorized representative.

§ 3.2.1 Legal Requirements. The Owner shall furnish all legal and accounting services, including auditing services,
that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests.

§ 3.3 Architect

The Owner shall retain an Architect to provide services, duties, and responsibilities as described in AIA Document
B133™ 2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor
Edition. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner
and the Architect, and any further modifications to the agreement.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

§ 4.1 Compensation

§ 4.1.4 For the Construction Manager’s Preconstruction Phase services, the Owner shall compensate the
Construction Manager as follows:

§ 4.1.2 For the Construction Manager’s Preconstruction Phase services described in Sections 2.1 and 2.2:
(Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.)

Harvey Construction shall receive a lump sum preconstruction fee in the amount of 25,000.00.

§ 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within Twelve (12
) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager’s
compensation for Preconstruction Phase services shall be equitably adjusted.

§ 4.1.4 Compensation based on Direct Personnel Expense includes the direct salaries of the Construction Manager’s
personnel providing Preconstruction Phase services on the Project and the Construction Manager’s costs for the
mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory
employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.

AIA Document A133” — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. Aft rights reserved
The “Amencan Institute of Architects.” “AIA,” the AIA Logo. and “AIA Contract Documents” are registered trademarks and may not be used without permission
This document was produced by AIA software at 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, 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
copyright@aia.org.

User Notes: (3B9ADA4E)

Init.

§ 4.2 Payments
§ 4.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.

§ 4.2.2 Payments are due and payable within 30 days of the Construction Manager’s invoice.

(Paragraph Deleted)

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

§ 5.1 For the Construction Manager’s performance of the Work as described in Section 2.3, the Owner shall pay the
Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in
Section 6.1.1 plus the Construction Manager’s Fee.

§ 5.1.1 The Construction Manager’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager's
Fee.)

The Construction Managers fee shall be 2.9% based on the costs of construction as defined in Article 6. The CM fee
shall be fixed as a lump sum at the establishment of the GMP.

§ 5.1.2 The method of adjustment of the Construction Manager’s Fee for changes in the Work:

The Construction Manager shall be entitled to a 2.9% percent fee on all Owner request changes resulting in an
increase to the GMP amount. No fee adjustment on Owner request changes which result in a deduct to the GMP
amount.

§ 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the
Work:

Compensation for additional services of the Construction Manager’s subcontractors and / or vendors shall be in the
amount invoiced to the Construction Manger plus 10% percent for overhead and 5% percent for fee.

§ 5.1.4 Rental rates for Construction Manager-owned equipment shall not exceed five percent (5 %) of the standard
rate paid at the place of the Project.

§ 5.1.5 Unit prices, if any:
(Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00)
TBD

§ 5.2 Guaranteed Maximum Price

§ 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum
Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the
Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess
of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner.

(Insert specific provisions if the Construction Manager is to participate in any savings.)

100 percent of any project savings shall be returned to the owner at the completion of the project.

AIA Document A133™ — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.
The “American Institute of Archilects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may nol be used without permission
This document was produced by AIA software at 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, is not for resale, is
licensed for one-time use only, and may only be used in accordance with the AJA Contract Documents® Terms of Service. To report copyright violations, e-mail
copyright@aia.org.

User Notes: (3B9ADA4E)

Init.

§ 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the
Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the
Contract Documents.

§ 5.3 Changes in the Work

§ 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The
Architect may make minor changes in the Work as provided in Section 7.4 of ALA Document A201-2007, General
Conditions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment
in the Contract Time as a result of changes in the Work.

§ 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the
execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in
Section 7.3.3 of AIA Document A201-2007, General Conditions of the Contract for Construction.

§ 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis
of cost plus a fee), the terms “cost” and “fee” as used in Section 7.3.3.3 of ALA Document A201~-2007 and the term
“costs” as used in Section 7.3.7 of AIA Document A201-2007 shall have the meanings assigned to them in AIA
Document A201-2007 and shall not be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8
of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a
fee shall be calculated in accordance with the terms of those subcontracts.

§ 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the
above-referenced provisions of ALA Document A201—2007 shall mean the Cost of the Work as defined in Sections
6.1 to 6.7 of this Agreement and the term “fee” shall mean the Construction Manager’s Fee as defined in Section 5.1
of this Agreement.

§ 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager’s Fee in the case
of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment
provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction
Manager’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work,
and the Guaranteed Maximum Price shall be adjusted accordingly.

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE

§ 6.1 Costs to Be Reimbursed

§ 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper
performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project
except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1
through 6.7.

§ 6.1.2 Where any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain this approval
prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed
Maximum Price Amendment.

§ 6.2 Labor Costs
§ 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction
of the Work at the site or, with the Owner’s prior approval, at off-site workshops.

§ 6.2.2 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed at
the site with the Owner’s prior approval.

(If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager's principal
or other offices shall be included in the Cost of the Work, identify in Section 11.5, the personnel to be included,
whether for all or only part of their time, and the rates at which their time will be charged to the Work.)

§ 6.2.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at
factories, workshops or on the road, in expediting the production or transportation of materials or equipment
required for the Work, but only for that portion of their time required for the Work.

AIA Document A133” — 2009 (formerly A124™CMc ~ 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.

The “Amencan Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission 40
This document was produced by AIA software at 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, 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
copyright@aia.org.

User Notes: (3B9ADA4E)

Init.

§ 6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and
benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements,
customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such
costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3.

§ 6.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired
by the Construction Manager or paid to any Subcontractor or vendor, with the Owner’s prior approval.

§ 6.3 Subcontract Costs
Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the
subcontracts.

§ 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction
§ 6.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in
the completed construction.

§ 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the
completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Any amounts realized
from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items

§ 6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are
provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of
materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based
on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no
longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair
market value.

§ 6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by
constriction workers that are provided by the Construction Manager at the site and costs of transportation,
installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager-owned item
may not exceed the purchase price of any comparable item. Rates of Construction Manager-owned equipment and
quantities of equipment shall be subject to the Owner’s prior approval.

§ 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 6.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and
parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ 6.5.5 That portion of the reasonable expenses of the Construction Manager’s supervisory or administrative
personnel incurred while traveling in discharge of duties connected with the Work.

§ 6.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the
Owner’s prior approval.

§ 6.6 Miscellaneous Costs

§ 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly
attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract
Documents, with the Owner’s prior approval.

§ 6.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which
the Construction Manager is liable.

AIA Document A133™ — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission 44
This document was produced by AIA software at 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, 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
copyright@aia.org

User Notes: (3B9ADA4E}

The City of Nashua has brought together architects, performing arts center experts, community leaders, arts and
performance organizations, private performance oriented businesses, elected officials, and the broader
community to the conversation. The City and its consultants have produced a report and plan that indicate that
the 201 Main Street Building {formerly Alec’s Shoes) would be the best site, and that an audience size of 500-700

is the right fit for the region.

At this time, the City is working through the process of approval for a bond measure for this project. The total
amount of the bond is $15.5 million. This bond will support both purchasing the building, and the construction
and fit up for this modern venue. in addition, project organizers will also have to raise $4 million from private
donations te make the project possible and most importantly - truly feasible. These private funds will ensure an

endowment that will produce substantial revenue, and offset the cost of ongoing operations of the project.

We, the undersigned, petition the Nashua, NH Board of Aldermen to unanimously vote yes on the passage of
legislation relative to bonding the proposed Performing Arts Center at a meeting of the full Board of Aldermen

at 7 pm on Tuesday, September 12th.
2 oh,

‘ Poy fe .
Name: eG | ser CH ANG

jee ( nn :
Home address: Li Ss Li. FEAE fo St Ward Number _ 1

RSA 456-B:1, HH, B:2, I
State of New Hampshire
County of H/ét$ koto

Dany o Eph, 217
d Sworn to (or affirmed) before me on the day of Lip LAT b
Os ( ) _{_ day Ny
\ jie A (name (s) of persons making statement).

(signature of notarial officer)

(Seal, if any)

Justice of the Peace, State of New Hampshire
Or
Notary Public, State of New Hampshire

My commission expires

Init.

§ 6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Construction Manager is required by the Contract Documents to pay.

§ 6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A20) ~2007 or by
other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3.

§ 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of
the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager
resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such
costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction
Manager’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the
last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents, then
they shall not be included in the Cost of the Work.

§ 6.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner's prior approval.

§ 6.6.7 Deposits lost for causes other than the Construction Manager’s negligence or failure to fulfill a specific
responsibility in the Contract Documents.

§.

§ 6.6.9 Subject to the Owner’s prior approval, expenses incurred in accordance with the Construction Manager’s
standard written personnel policy for relocation and temporary living allowances of the Construction Manager’s
personnel required for the Work.

§ 6.7 Other Costs and Emergencies
§ 6.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by
the Owner.

§ 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting
the safety of persons and property, as provided in Section 10.4 of AIA Document A201-2007.

§ 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager,
Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or
failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or
correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or
others.

§ 6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding
any provision of AIA Document A201~2007 or other Conditions of the Contract which may require the
Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8.

§ 6.8 Costs Not To Be Reimbursed

§ 6.8.1 The Cost of the Work shall not include the items listed below:

1 Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction
Manager’s principal office or offices other than the site office, except as specifically provided in
Section 6.2, or as may be provided in Article 11;

Expenses of the Construction Manager’s principal office and offices other than the site office,

Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7;

The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital

employed for the Work;

5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the
Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any
of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract,

.6 Any cost not specifically and expressly described in Sections 6.1 to 6.7,

Bwhs

AIA Document A133™ — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. Ail rights reserved.

The “American Institute of Architects,” “AIA.” the AIA Logo, and “AlA Contract Documents” are registered trademarks and may not be used without permission 12
This document was produced by AIA software at 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, is not for resale, is

licensed for one-time use only, and may anly be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail
copyright@aia.org.

User Notes: (3B9ADA4E)

Init.

Costs, other than costs included in Change Orders approved by the Owner, that would cause the
Guaranteed Maximum Price to be exceeded; and
.8 Costs for services incurred during the Preconstruction Phase.

§ 6.9 Discounts, Rebates and Refunds

§ 6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1)
before making the payment, the Construction Manager included them in an Application for Payment and received
payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make
payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and
amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction
Manager shall make provisions so that they can be obtained.

§ 6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the
Owner as a deduction from the Cost of the Work.

§ 6.10 Related Party Transactions

§ 6.10.1 For purposes of Section 6.10, the term “related party” shall mean a parent, subsidiary, affiliate or other
entity having common ownership or management with the Construction Manager; any entity in which any
stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in
the aggregate; or any person or entity which has the nght to control the business or affairs of the Construction
Manager. The term “related party” includes any member of the immediate family of any person identified above.

§ 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related
party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction,
including the identity of the related party and the anticipated cost to be incurred, before any such transaction is
consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the
cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work,
equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1,
2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work,
equipment, goods or service from some person or entity other than a related party according to the terms of Sections
2.3.2.1, 2.3.2.2 and 2.3.2.3.

§ 6.11 Accounting Records

The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and
exercise such controls as may be necessary for proper financial management under this Contract and to substantiate
all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the
Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be
permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation
supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s
proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction

Manager shall preserve these records for a period of three years after final payment, or for such longer period as may
be required by law.

ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES

§ 7.1 Progress Payments

§ 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and
Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the
Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents.

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

§ 7.1.3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a month,
the Owner shall make payment of the certified amount to the Construction Manager not later than the 25th day of
the following month. If an Application for Payment is received by the Architect after the application date fixed

AIA Document A133™ — 2009 (formerly A121™CMc ~ 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects, All rights reserved

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission 13
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above, payment shall be made by the Owner not later than thirty (30 ) days after the Architect receives the

Application for Payment.
(Federal, state or local laws may require payment within a certain period of time.)

§ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts,
receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or
Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost
of the Work equal or exceed progress payments already received by the Construction Manager, less that portion of
those payments attributable to the Construction Manager’s Fee, plus payrolls for the period covered by the present
Application for Payment.

§ 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the
Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire
Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee
shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by
such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the
Architect, shall be used as a basis for reviewing the Construction Manager’s Applications for Payment.

§ 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end
of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the
percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by
dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of
the Work for which the Construction Manager has made or intends to make actual payment prior to the next
Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in
the schedule of values.

§ 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be

computed as follows:

1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
determined by multiplying the percentage of completion of each portion of the Work by the share of
the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.
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 A201-2007;

.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing;

3 Add the Construction Manager’s Fee, less retainage of five percent ( 5 %). The Construction
Manager’s Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the
Construction Manager’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the
same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the
probable Cost of the Work upon its completion;

4 Subtract retainage of five percent (5 %) from that portion of the Work that the Construction Manager

self-performs;

Subtract the aggregate of previous payments made by the Owner;

6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by
Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
discovered by the Owner’s auditors in such documentation; and

7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as
provided in Section 9.5 of AIA Document A201-2007.

an

§ 7.1.8 The Owner and Construction Manager shall 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
Construction Manager shall execute subcontracts in accordance with those agreements.

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

AIA Document A133” — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. 14
This document was produced by AIA software at 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, is not for resale, is

licensed for one-time use only, and may only be used in accordance with the AIA Contract Documenls* Terms of Service. To report copyright violations, e-mail

copyright@aia.org
User Notes: (3B9ADA4E)

Init.

§ 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to
rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be
deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the
documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made
exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for
what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such
examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s auditors acting
in the sole interest of the Owner.

§ 7.2 Final Payment
§ 7.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Construction Manager when
.1 the Construction Manager has fully performed the Contract except for the Construction Manager’s
responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to
satisfy other requirements, if any, which extend beyond final payment,
.2_ the Construction Manager has submitted a final accounting for the Cost of the Work and a final
Application for Payment; and
.3. a final Certificate for Payment has been issued by the Architect.

The Owner’s final payment to the Construction Manager shall be made no later than 30 days after the issuance of
the Architect’s final Certificate for Payment, or as follows:

§ 7.2.2 The Owner’s auditors will review and report in writing on the Construction Manager’s final accounting
within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such
Cost of the Work as the Owner’s auditors report to be substantiated by the Construction Manager’s final accounting,
and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt
of the written report of the Owner’s auditors, either issue to the Owner a final Certificate for Payment with a copy to
the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for
withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The time periods stated in
this Section supersede those stated in Section 9.4.1 of the ALA Document A201-—2007. The Architect is not
responsible for verifying the accuracy of the Construction Manager’s final accounting.

§ 7.2.3 If the Owner’s auditors report the Cost of the Work as substantiated by the Construction Manager’s final
accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to
request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201—
2007. A request for mediation shall be made by the Construction Manager within 30 days after the Construction
Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this
30-day period shail result in the substantiated amount reported by the Owner’s auditors becoming binding on the
Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction
Manager the amount certified in the Architect’s final Certificate for Payment.

§ 7.2.4 If, subsequent to final payment and at the Owner’s request, the Construction Manager incurs costs described
in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall
reimburse the Construction Manager such costs and the Construction Manager’s Fee applicable thereto on the same
basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price.
If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings
shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the
Owner to the Construction Manager.

ARTICLE 8 INSURANCE AND BONDS

For all phases of the Project, the Construction Manager shall purchase and maintain insurance, and the Construction
Manager shall provide bonds as set forth in Article 11 of AIA Document A201—2007.

(State bonding requirements, if any, and limits of liability for insurance required in Article [1 of AIA
DocumentA201-2007.)

AIA Document A133” — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission 15
This document was produced by AIA software at 11:15:33 ET on 05/04/2021 under Order No.4797552925 which expires on 09/23/2021, 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
copyright@aia org

User Notes: (3B9ADAGE)