The URL can be used to link to this page

2001-071RESOLUTION NO. 2001-71 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED STANDARD FORM OF AGREEMENT BETWEEN OWNER (CITY OF AVENTURA) AND CONSTRUCTION MANAGER (JAMES A. CUMMINGS, INC.) FOR THE CONSTRUCTION OF THE COMMUNITY RECREATION CENTER PROJECT; ESTABLISHING THE GUARANTEED MAXIMUM PRICE FOR PHASE I AT $92,666; ESTABLISHING THE PRE-CONSTRUCTION AND CONSTRUCTION MANAGEMENT FEE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Aventura, in accordance with applicable State law, has requested proposals from firms for services relative to Construction Management with Guaranteed Maximum Price; and WHEREAS, the City Commission adopted Resolution No. 2001-47 which selected the firm of James A. Cummings, Inc. to perform Construction Management Services with a Guaranteed Maximum Price relating to the Community Recreation Center Project; and WHEREAS, the City Manager has negotiated an Agreement for Construction Management Services and the establishment of the Guaranteed Maximum Price for Phase I; and WHEREAS, the City Commission, upon review, wishes to authorize the City Manager to execute an Agreement for Construction Management Services and establish the Guaranteed Maximum Price for Phase I with James A. Cummings, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Commission hereby authorizes the City Manager to execute the attached Standard Form of Agreement between Owner (City of Aventura) and Construction Manager (James A. Cummings, Inc.) for the construction of the Community Recreation Center Project, which establishes the pre-construction and construction management fee. Section 2. The Guaranteed Maximum Price for Phase 1 as outlined in the attached document, for site clearing of the Community Recreation Center Project has been established at $92,666. Section 3. The City Manager is hereby authorized to do all things necessary to carry out the aims of this Resolution. Resolution No. 2001- 7__t Page 2 Section 4. This Resolution shall become effective immediately upon adoption. The foregoing Resolution was offered by Commissioner]{o~ers-]~_be]:~; who moved its adoption. The motion was seconded by Commissioner and upon being put to a vote, the vote was as follows: Commissioner Arthur Berger yes Commissioner Jay R. Beskin yes Commissioner Ken Cohen yes Commissioner Manny Grossman Commissioner Harry Holzberg Vice Mayor Patricia Rogers-Libert Mayor Jeffrey M. Perlow yes PASSED AND ADOPTED this 6th day of November, 2001. M. LERK ~ its APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Standard Form of Agreement Between Owner and Construction Manager where the Uonstruct~bn Manageris also THE CONSTRUCTOR 1991 Edition- Electronic Format THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MOOIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRA~;TED AIA DOCUMENT MAY BE MADE RY USING AIA DOCUMENT D401. The 1987 Edition of AIA Document A201, General Conditions of the Contract for Construction, is referred to herein. This Agreement requires modification if other general conditions are utilized. Portions of this document are derived from AIA Document Al11, Standard Form of Agreement Between the Owner and Contractor where the Basis of Payment is the Cost of the Work Plus a Fee, copyright ]920, 1925, 1951, 1958, lg61, ]963, 1967, 1974, 1978, © 1987 by The American institute of Architects; other portions are derived from AGC Document 500. Copyright 1980 by The Associated General Contractors of American. Material in this document differin8 from that found in AIA Document Alll and AGC Document SO0 is copyrighted ]991 by The American Institute af Architects and The Associated General Contractors of America. Reproduction of the material herein or substantial quotation of its provisions without written oermission of AIA and AGC violates the copyriRht laws of the United States and will subiect the violator to le.al orosecution. AGREEMENT made as of the 6thday of November in the year of 2001 (In words, t~dicate day, month and year) BETWEEN the Owner: (Name and add~esU City of Aventura 19200 West Country Club Drive Aventura. Florida 33100 and the Construction Manager: (Hame and addre.~) James A. Cummings. Inc. 3575 NW 53rd Street Fort Lauderdale. Florida 33309 The Project is: (l~ame, address and bn~f descm~tion) City of Aventura Community/Recreation Center Aventura. Florida The Architect is: (Name and address) Bermello Aiamil and Partners. Inc. 2601 South Bavshore Drive Miami. Florida 33133 The Owner and Construction Manager agree as set forth below. Table of Contents ARTICLE 1 GENERAL PROVISIONS ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AlA121/CMC AND AGC DOCUMENT 965 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2OO1. AIA License Number 1011670, which expires on 10/31/2OO2. Electronic Format ~91 Relationship of Parties General Conditions ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES Preconstruction Phase Guaranteed Maximum Price Proposal and Contract Time 2.3 Construction Phase 2.4 Professional Services 2.5 Unsafe Materials ARTICLE 3 OWNER'S RESPONSIBILITIES 3.] Information and Services 3.2 Owner's Designated Representative 3.3 Architect 3.4 Legal Requirements ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRE- CONSTRUCTION PHASE SERVICES 4.1 Compensation 4.2 Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 5a Compensation 5.2 Guaranteed Maximum Price 5.3 Changes in the Work 6.~ Costs To Be Reimbursed 6.2 Costs Not To Be Reimbursed 6.3 Discounts, Rebates and Refunds 6.4 Accounting Records ARTICLE 7.1 7.2 7 CONSTRUCTION PHASE Progress Payments Final Payment ARTICLE 8.1 8.2 INSURANCE AND BONDS Insurance Required of the Construction Manager Insurance Required of the Owner Performance Bond and Payment Bond ARTICLE 9 9.1 9.2 MISCELLANEOUS PROVISIONS Dispute Resolution for the Preconstmction Phase Dispute Resolution for the Construction Phase 9.3 Other Provisions ARTICLE 10 TERMINATION OR SUSPENSION loa Termination Prior to Establishing Guaranteed Maximum Price to.2 Termination Subsequent to Establishing Guaranteed Maximum Price 1o.3 Suspension ARTICLE 11 OTHER CONDITIONS AND SERVICES Attachments: AMENDMENT NO. 1 to Asreement Between Owner and Construction Manager Standard Form of Agreement Between Owner and Construction Manager Where the Construction Manager is also the Constructor ARTICLE 1 GENERAL PROVISIONS 1.1 RELATIONSHIP OF PARTIES The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement, and covenants with the Owner to furnish the Construction Manager's reasonable skill and judgment and to cooperate with the Architect in furthering the interests of the Owner. The Construction Manager shall furnish construction administration and management services and use the Construction Manager's best efforts to perform the Project in an expeditious and economical manner consistent with the interests of the Owner. The Owner shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for the Project. 1,2 GENERAL CONDITIONS © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2OOO6-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission o[ the AIA and can be repfl~c~ in accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia - lO/26/2001/~A.[icejnse Number 1011670, which expires on 1013112002. ///\/ / Electronic Formal ~.12~C1',49~1991 For the Construction Phase, the General Conditions of the Contract shall be the t987 Edition of AIA Document A2ol, General Conditions of the Contract for Construction, which is incorporated herein by reference. For the Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently, AIA Document A2ot shall apply to the Preconstruction Phase only as specifically provided in this Agreement. The term "Contractor" as used in AIA Document A2ol shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES indicate proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead time procurement, Owner's occupancy requirements showing portions of the Project having occupancy priority, and proposed date of Substantial Completion. If preliminary Project schedule updates indicate that previously approved schedules may not be met, the Construction Manager shall make appropriate recommendations to the Owner and Architect. 2.1.4 PHASED CONSTRUCTION The Construction Manager shall perform the services described in this Article. The services to be provided under Paragraphs 23 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases shall proceed concurrently. 2.1 PRECONSTRUCTION PHASE The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities. 2.1.5 PRELIMINARY COST ESTIMATES 2,1.1 PRELIMINARY EVALUATION The Construction Manager shall provide a preliminary evaluation of the Owner's program and Project budget requirements, each in terms of the other. 2.1.2 CONSULTATION The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner and Architect. The Construction Manager shall consult with the Owner and Architect regarding site use and improvements, and the selection of materials, building systems and equipment. The Construction Manager shall provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction completion; and factors related to construction cost including estimates of alternative designs or materials, preliminary budgets and possible economies. 2.1.3 PRELIMINARY PROJECT SCHEDULE When Project requirements described in Subparagraph 3.t.! have been sufficiently identified, the Construction Manager shall prepare, and periodically update, a preliminary Project schedule for the Architect's review and the Owner's approval. The Construction Manager shall obtain the Architect's approval of the portion of the preliminary Project schedule relating to the performance of the Architect's services. The Construction Manager shall coordinate and integrate the preliminary Project schedule with the services and activities of the Owner, Architect and Construction Manager. As design proceeds, the preliminary Project schedule shall be updated to 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques. 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare for the review of the Architect and approval of the Owner, a more detailed estimate with supporting data. During the preparation of the Design Development Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval by the Owner. During the preparation of the Construction Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner's budget, the Construction Manager shall make appropriate recommendations to the Owner and Architect. 2.1.6 SUBCONTRACTORS AND SUPPLIERS The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and © 1991 - THE AMERICAN iNSTiTUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying viola~q'~7~ copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be rep~uj~d irJ accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2OO1.,~1~,~icen~ Number 1Ol1670, which expires on 10/31/2OO2. [[ E[eclronic Format Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. The Architect will promptly reply [n writing to the Construction Manager if the Architect or Owner know of any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner or Architect later to object to or reject any proposed subcontractor or supplier. 2.1.7 LONG-LEAD TIME ITEMS The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long-lead time items which will constitute part of the Work as required to meet the Project schedule. If such long-lead time items are procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, all contracts for such items shall be assigned by the Owner to the Construction Manager, who shall accept responsibility for such items as if procured by the Construction Manager. The Construction Manager shall expedite the delivery of long-lead time items. 2.1.8 EXTENT OF RESPONSIBILITY The Construction Manager does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to the review and approval of the Owner and the Owner's professional consultants. It is not the Construction Manager's responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Construction Manager recognizes that portions of the Drawings and Specifications are at variance therewith, the Construction Manager shall promptly notify the Architect and Owner in writing. 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION 2.2.2 As the Drawings and Specifications may not be finished at the time the Guaranteed Maximum Price proposal is prepared, the Construction Manager shall provide in the Guaranteed Maximum Price for further development of the Drawings and Specifications by the Architect that is consistent with the Contract Documents and reasonably inferabte therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. 2.2.3 The estimated Cost of the Work shall include the Construction Manager's contingency, a sum established by the Construction Manager for the Construction Manager's exclusive use to cover costs arising under Subparagraph 2.2.2 and other costs which are properly reimbursable as Cost of the Work but not the basis for a Change Order. 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include: ,1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the Contract, which were used in preparation of the Guaranteed Maximum Price proposal. .2 A list of allowances and a statement of their basis. .3 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal to supplement the information contained in the Drawings and Specifications. .4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost organized by trade categories, allowances, contingency, and other items and the fee that comprise the Guaranteed Maximum Price. The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs. 2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME 2.2.1 When the Drawings and Specifications are sufficiently complete, the Construction Manager shall propose a Guaranteed Maximum Price, which shall be the sum of the estimated Cost of the Work and the Construction Manager's Fee. .5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based, and a schedule of the Construction Documents issuance dates upon which the date of Substantial Completion is based. 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal and the written statement of its basis. In the event that the Owner or Architect discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violat~s.-l,J.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be re[~uc,l~tcJ~ accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2OO1/AtA Number 1011670, which expires on IO/31/2OO2. / Electronic ~ormat A12~CM'~91 basis or both. 2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing on or before the date specified in the proposal for such acceptance and so notifies the Construction Manager, the Guaranteed Maximum Price proposal shall not be effective without written acceptance by the Construction Manager. 2.2.7 Prior to the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work, except as the Owner may specifically authorize in writing. 2.2.8 Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price and its basis shall be set forth in Amendment No.~. The Guaranteed Maximum Price shall be subject to additions and deductions by a change in the Work as provided in the Contract Documents and the date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. 2.2.9 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in Amendment No. L Such revised Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to by the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the Architect and Owner if such revised Drawings and Specifications are inconsistent with the agreed- upon assumptions and clarifications. 2.2.10 The Guaranteed Maximum Price shall include in the Cost of the Work only those taxes which are enacted at the time the Guaranteed Maximum Price is established. 2.3 CONSTRUCTION PHASE 2.3.1 GENERAL 2.1.1.1 The Construction Phase shall commence on the earlier of: (1) the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, or (2) the Owner's first authorization to the Construction Manager to: (a) award a subcontract, or (b) undertake construction Work with the Construction Manager's own forces, or (c) issue a purchase order for materials or equipment required for the Work. 2.3.2 ADMINISTRATION 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated to a special design for the Work from the list previously reviewed and, after analyzing such bids, shall deliver such bids to the Owner and Architect. The Owner shall then determine, with the advice of the Construction Manager and subject to the reasonable objection of the Architect, which bids will be accepted. The Owner may designate specific persons or entities from whom the Construction Manager shall obtain bids; however, if the Guaranteed Maximum Price has been established, the Owner may not prohibit the Construction Manager from obtaining bids from other qualified bidders. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. 2.3.2.2 If the Guaranteed Maximum Price has been established and a specific bidder among those whose bids are delivered by the Construction Manager to the Owner and Architect (~) is recommended to the Owner by the Construction Manager; (2) is qualified to perform that portion of the Work; (3) has submitted a bid which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a change in the Work be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. 2.3.2.3 Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design shall conform to the payment provisions of Subparagraphs 7a.8 and 7.t.9 and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. 2.3.2.4 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect, Construction Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall prepare and promptly distribute meeting minutes. 2.3.2.5 Promptly after the Owner's acceptance of the Guaranteed Maximum Price proposal, the Construction Manager shall prepare a schedule in accordance with Paragraph 3.to of AIA Document A2ol, including the Owner's occupancy requirements. 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and Architect on the progress of the entire Work. The Construction Manager shall maintain a daily log containing a record of weather, Subcontractors © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - A[A® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-9209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subiect to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduce~i~.~, accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2OO1. AIA LJ~se Number 1011670, which expires on 10/31/2002. ff~' ./ Electronic Format A12"[~ working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the owner may reasonably require. The log shall be available to the Owner and Architect. 2.3.2.7 The Coustruction 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 at regular intervals. 2.4 PROFESSIONAL SERVICES 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements of the Proiect, including a program which sets forth the Owner's obiectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements. 3.1.2 The Owner, upon written request from the Construction Manager, shall furnish evidence of Project financing prior to the start of the Construction Phase and from tinre to time thereafter as the Construction Manager may request. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work. The Construction Manager shall not be required to provide professional services which constitute the practice of architecture or engineering, unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Construction Manager has specifically agreed in writing to provide such services. In such event, the Construction Manager shall cause such services to be performed by appropriately licensed professionals. 2.5 UNSAFE MATERIALS In addition to the provisions of Paragraph to.t in AIA Document Aaol, if reasonable precautions will be inadequate to prevent foreseeable bodily iniury or death to persons resulting from a material or substance encountered but not created on the site by the Construction Manager, the Construction Manager shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. The Owner, Construction Manager and Architect shall then proceed in the same manner described in Subparagraph to.t.2 of AIA Document Aaol. The Owner shall be responsible for obtaining the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Construction Manager and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Construction Manager and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such .material or substance. The Construction Manager and Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Construction Manager or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Construction Manager and Architect have no reasonable objection. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 INFORMATION AND SERVICES 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs which are the responsibility of the Owner. 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS in the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner's expense, and the Construction Manager shall be entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in Clauses 3.t.4.1 through 3.].4-4, except to the extent that the Construction Manager knows of any inaccuracy: 3.].4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law. 1,1.4.2 Surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining 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 information on the survey shall be referenced to a project benchmark. 3.1.4.3 The services of geotechnical engineers when such services are requested by the Construction Manager. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20OO6-5292. AIA DOCUMENT AIAt21/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C.. 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright Jaws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduce~.~ accordance with your license without violation until the date of expiration as noted below. User Document; contract.aia -- 10/26/2OO1. AIA J~'~n~e' Number 1011670, which expires on 1013112002. / J Electronic Format A121~ 3.1.4.4 Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports which are required by law. 3.1.4.5 The services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Construction Manager. 3.2 OWNER'S DESIGNATED REPRESENTATIVE The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. This representative shall have the authority to make decisions on behalf of the Owner concerning estimates and schedules, construction budgets, and changes in the Work, and shall render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. 3.3 ARCHITECT The Owner shall retain an Architect to provide the Basic Services, including normal structural, mechanical and electrical engineering services, other than cost estimating services, described in the edition of A[A Document B~41 current as of the date of this Agreement. The Owner shall authorize and cause the Architect to provide those Additional Services described in AIA Document Bi41 requested by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction and Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the Construction Manager a copy of the Owner's Agreement with the Architect, from which compensation provisions may be deleted. 3.4 LEGAL REQUIREMENTS The Owner shall determine and advise the Architect and Construction Manager of any special legal requirements relating specifically to the Proiect which differ from those generally applicable to construction in the jurisdiction of the Proiect. The Owner shall furnish such legal services as are necessary to provide the information and services required under Paragraph ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES The Owner shall compensate and make payments to the Construction Manager for Preconstruction Phase services as follows: 4.1 COMPENSATION 4.1.1 For the services described in Paragraphs 2.~ and 2.2 the Construction Manager's compensation shall be calculated as follows: (State bast~ of compensat/bn, whether a st~u/aled sum, mu/lt~le of Dz?~ct ?ersonnd Ex~ense, actual cos/, eta Include a sl~tcment of re~?nbutsablc cost ~?ems as apphkab/e. ) Thirty Thousand Dollars ($30.000) 4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct Personnel Expense is defined as the direct salaries of the Construction Manager's personnel engaged in the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 4,2 PAYMENTS 4.2.1 Two eaual Payments of Fifteen Thousand Dollars ($15.000.00) shall be made. The first payment shall be due uPOn execution of this Aareement and the second oavment shall be due upon the submittal of the Gauranteed Maximum Price Prooosal. monthly fa!!a;~'ing prcgcnt:.t:on ~f4he .............. Manager'; ina'nice and, '.'ah.arc ai;p!izable, shall 4~e-m v,~t ........ 4~- 4.2.2 Payments are due and payable Ten (~0) days from the date the Construction Manager's invoice is received by the Owner. Amounts unpaid afler the date on which payment is due shall bear interest at the rate entered below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Proiect is located. Prime Rate of Bank of America, Fort Lauderdale. Florida © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20OO6-5292. AIA DOCUMENT AIA121/CMC AND AGe DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W,, WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopyin8 violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2OO1. AIA LL¢~ Number 1Ol1670, which expires on 10/31/2002. Electronic Format A121/C~.~ Manager 's pm]ct~al placea of busthess, the local~bn of the ?rojecl and elaewhem may affect the va/id~?? of thb provmbn. Legal adv:?e should be obtained w~?h respect to deletfons or modbYcatfons, and a/so regardfog req u#ements such as wn?ten d~dosures or wa/vers.) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES The Owner shall compensate the Construction Manager for Construction Phase services as follows: 5.1 COMPENSATION S.1.] For the Construction Manager's performance of the Work as described in Paragraph 2.3, the Owner shall pay the Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 7 and the Construction Manager's Fee determined as follows: (Slate a lump suni, perce~tage of actual Cost of the Work or other provision for delernll~l)lg the ConstructfolJ Manager's Fee, and exp/mh how the Construcllbn Manager's Fee b to be adlbsted for changes ~ the ~Vor~) 4.2~% of the Guaranteed Maximum Price. For chonaes in the Work: For changes in the Work where any Chanae Order enoenders an increase in the Cost of the Work, the Construction Manager will receive as an additional fee of five oercent (5%/of the cost of the Chanoe Order Work. Where any Chanoe Order engenders a decrease in the Cost of the Work same shall be comouted at Construction Manaoer's actual Cost of the Work. 5.2 GUARANTEED MAXIMUM PRICE 5.2.1 The sum of the Cost of the Work and the Construction Manager's Fee are guaranteed by the Construction Manager not to exceed the amount provided in Amendment No. ~, subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sum as adjusted by approved changes in the Work is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. In th~ event that the Cost of the Work and the Construction Manager's fees are less than the Guaranteed Maximum Cost. 8fter giving effect to changes in the Work and any other ad!ustment which may be made. then the difference between the COSt of the Work and the Construction Manaoer's fees. on the one hand. and the Guaranteed Maximum Cost on the other hand, is the savinDs. The first One Hundred Thousand Dollars f$100.000.00~ of the savinas shall accrue and inure to the Owner to the extent of one hundred percent f100%~ thereof. Any savinos in excess of One Hundred Thousand Dollars ($100,000.00~ shall accrue and inure to the Owner to the extent Df seventy-five percent (75%L thereof, and shall inure and be oaid to the Construction Manager. as additional fee. to the extent of twenty-five percent f25%~ thereof. 5.3 CHANGES IN THE WORK 5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of Amendment No. ~ may be determined by any of the methods listed in Subparagraph 7.3.3 of AIA Document A2ol. 5.3.2 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 Clause 7.3.3-3 of AIA Document A2o~ and the terms "costs" and "a reasonable allowance for overhead and profit" as used in Subparagraph 7.3.6 of AIA Document A2m shall have the meanings assigned to them in that document and shall not be modified by this Article 5. 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.] In calculating adjustments to the Contract, the terms "cost" and "costs" as used in the above-referenced provisions of AIA Document A2m shall mean the Cost of the Work as defined in Article 6 of this Agreement and the terms "and a reasonable allowance for overhead and profit" shall mean the Construction Manager's Fee as defined in Subparagraph 53.t of this Agreement. 5.3.4 If no specific provision is made in Subparagraph 5.i.t 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 Subparagraph 533 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adiusted on the basis of the fee established for the original Work. © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIAI21/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 199] EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20OO6-S209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in Document: contracf.aia -- 10/26/2OO1. AIA ' accordance with your license without violation until the date of expiration as noted below. User Number ~O11670, which expires on 10/31/2OO2. Electronic Format 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 those customarily 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 this Article 6. 6.1.2 LABOR COSTS .1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the O her s agreement, at off-site workshops. .2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's agreement. (Irt? ~' i}ltended that the wages or sa/ar/es of cetta~ personnel stat~bned at the Construct~bn Manager's prblc~al office or offices other than the ~le of Sce shall be ~hclud~t ~ the Cost of the Work, such personnel shall be ~dentified belo~ ) .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. .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 that such costs are based on wages and salaries included in the Cost of the Work under Clauses 6.1.2.1 through 6.1.2.3. 6.1.3 SUBCONTRACT COSTS Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION .1 Costs, including transportation, of materials and equipinent incorporated or to be incorporated in the completed construction. .2 Costs of materials described in the preceding Clause 6.i.4.! in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall be handed over to the Owner at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager; amounts realized, if any, from such sales shall be credited to the Owner as a deduction from the Cost of the Work. 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site and fully consumed in the performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold to others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value. .2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site, whether rented from the Construction Manager or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject to the Owner's prior approval. .3 Costs of removal of debris from the site. © 1991 - THE AMERICAN INSTITUTE OF ARCHITECIS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D,C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT $65 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the A A and can be reproduced accordance with your license without violation until the date o~ expiration as noted below. User Document: contract.aia -- 10/26/2OO1. AIA Number 1011670, which expires on 10/31/2OO2. ~ Electronic Format AI~ .4 Reproduction costs, costs of telegrams, facsimile transmissions and long-distance telephone calls, postage and express delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. .5 That portion of the reasonable travel and subsistence expenses of the Construction Manager's personnel incurred while traveling in discharge of duties connected with the Work. 6.1.6 MISCELLANEOUS COSTS .1 That portion directly attributable to this Contract of pretniums for insurance and bonds. f//charges for se/f msurance are to be ~w/uded, speo~/ the bas~ of re~t~bursement.) .2 Sales, use or si~nilar taxes imposed by a governmental authority which are related to the Work and for which the Construction Manager is liable. 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. .4 Fees of testing laboratories for tests required by the Contract Documents, except those related to nonconforming Work other than that for which payment is permitted by Clause 6.1.8.2. .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 or other intellectual property rights arising from such requirement by the Contract Documents; payments made in accordance with legal iudgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent; provided, however, that such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager's Fee or the Guaranteed Maximum Price and provided that such royalties, fees and costs are not excluded by the last sentence of Subparagraph 3.~7.1 of AIA Document Azot or other provisions of the Contract Documents. .6 Data processing costs related to the Work. .7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility to the Owner set forth in this Agreement. .8 Legal, mediation and arbitration costs, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager in the performance of the Work and with the Owner's written permission, which permission shall not be unreasonably withheld. .9 !a:ationa. 6.1,7 OTHER COSTS · ] Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK The Cost of the Work shall also include costs described in Subparagraph 6.1.1 which are incurred by the Construction Manager: · 1 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 Paragraph m.3 of AIA Document AaoL .2 In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or the Construction Manager's Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence or failure to fulfill a specific responsibility to the Owner set forth in this Agreement of the Construction Manager or the Construction Manager's foremen, engineers or superintendents, or other supervisory, administrative or © 1991 - THE AMERICAN INSTITUTE OE ARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CNIC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC- © 1991 - THE ASSOCIAIED GENERAl. CONTRACTORS OF AMERICA, 1957 E STREET, N,W,, WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduce_cJ, iD Document: contract.aia -- 10/26/2001. AIA ki~ e accordance with your license without violation until the date of expiration as noted below. User Number 1011670, which expires on 1013112002. Electronic Format Al 1 managerial personnel of the Construction Manager, or the failure of the Construction Manager's personnel to supervise adequately the Work of the Subcontractors or suppliers, and 0nly to the extent that the cost of repair or correction is not recoverable by the Construction Manager from insurance, Subcontractors or suppliers. 6.1.9 The costs described in Subparagraphs 6.1.1 through 6.1.8 shall be included in the Cost of the Work notwithstanding any provision of AIA Document A2ol 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 Paragraph 6.2. 6.2 COSTS NOT TO BE REIMBURSED 6.2.1 The Cost of the Work shall not include: .1 .2 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 Clauses 6.1.2.2 and 63.2.3. Expenses of the Construction Manager's principal office and offices other than the site office except as specifically provided in Paragraph 6.1. .3 Overhead and general expenses, except as may be expressly included in Paragraph 6.1. .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work. .5 Rental costs of machinery and equipment, except as specifically provided in Subparagraph 6.1.5.2. .6 Except as provided in Clause 6.1.8.2, costs due to the negligence of the Construction Manager or to the failure of the Construction Manager to fulfill a specific responsibility to the Owner set forth in this Agreement. .7 Costs incurred in the performance of Preconstruction Phase Services. .8 Except as provided in Clause 6.1.7.1, any cost not specifically and expressly described in Paragraph 6.1. .9 Costs which would cause the Guaranteed Maximum Price to be exceeded. 6.3 DISCOUNTS, REBATES AND REFUNDS 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (~) before making the payment, the Construction Manager included them in an Application for Payment and received payment therefor 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 secured. 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Subparagraph 6.3.1 shall be credited to the Owner as a deduction from the Cost of the Work. 6.4 ACCOUNTING RECORDS 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract; the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's accountants shall be afforded access to the Construction Manager's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project, and the Construction Manager shall preserve these for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 7 CONSTRUCTION PHASE 7.1 PROGRESS PAYMENTS © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D,C., 20006-5209. WARNING: Unlicensed photocopy ng v o copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reprs~ced in accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- lO/26/2001~A/License/ Number 1011670, which expires on 10/31/2002. f Electronic Form~9~ 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.:1 Provided an Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment to the Construction Manager not later than the 10th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than ten ~101 days after the Architect receives the Application for Payment. 7.].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 (a) that portion of those payments attributable to the Construction Manager's Fee; plus (3) payrolls for the period covered by the present Application for Payment. 7.1.5 Each Application for Payment shall be based upon 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 completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage completion shall be the lesser of (t) the percentage of that portion of the Work which has actually been completed or (21 the percentage obtained by dividing (a) the expense which 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: Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage 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 may be included as provided in Subparagraph 7.3.7 of AIA Document A2m, even though the Guaranteed Maximum Price has not yet been adjusted by Change Order. .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 t_o_O, percent 00%). The Construction Manager's Fee shall be computed upon the Cost of the Work described in the two preceding Clauses at the rate stated in Subparagraph 5.~.~ or, if the Construction Manager's Fee is stated as a fixed sum in that Subparagraph, shall be an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the two preceding Clauses bears to a reasonable estimate of the probable Cost of the Work upon its completion. .4 Subtract the aggregate of previous payments made by the Owner. .5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Subparagraph 7.~.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's accountants in such documentation. © 1991 - THE AMERICAN INSTITUTE OF ARCHITECIS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 56S - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® o AGC- ® 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C,, 2OOO~-5209. WARNING: Unlicensed photocopying violates U.S. laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be replO~zed in copyright accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/~6/2001./~. I~JEicense Number 1Ol1670, which expires on 10/31/2OO2. /~// / ,ectronic Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Paragraph 9.5 of A1A Document A2ol. 7.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retention of not less than ten percent (10%). The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments and retention for subcontracts. 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. 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 Subparagraph 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 examination& audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner. 7.2 FINAL PAYMENT 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (1) the Contract has been fully performed by the Construction Manager except for the Construction Manager's responsibility to correct nonconforming Work, as provided in Subparagraph 12.2.2 of AIA Document A20h and to satisfy other requirements, if any, which necessarily survive final payment; (2) a final Application for Payment and a final accounting for the Cost of the Work have been submitted by the Construction Manager and reviewed by the Owner's accountants; and (3) a final Certificate for Payment has then been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: or within thirty (30) days from the date of the issuance of a Certificate of OccuDancy by the appropriate aovernmental authority, whichever is less. 7.2.2 The amount of the final payment shall be calculated as follows: .1 Take the sum of the Cost of the Work substantiated by the Construction Manager's final accounting and the Construction Manager's Fee; but not more than the Guaranteed Maximum Price. .2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for Payment as provided in Subparagraph 9.5.1 o f AIA Document A2o! or other provisions of the Contract Documents. .3 Subtract the aggregate of previous payments made by the Owner. If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the Construction Manager shall reimburse the difference to the Owner. 7.2.~1 The Owner's accountants will review and report in writing on the Construction Manager's final accounting within 3o 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 accountants report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Subparagraph 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's accountants, 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 Subparagraph 9.5.1 of AIA Document A2ol. The time periods stated in this Paragraph 7.2 supersede those stated in Subparagraph 9.4.1 of AIA Document A2ol. 7.2.4 If the Owner's accountants 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 proceed in accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a demand for mediation or arbitration of the disputed amount shall be made by the Construction Manager within 60 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to make such demand within this 6o-day period shall result in the substantiated amount reported by the Owner's accountants 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. © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2OOO6-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - ® 1991 - THE ASSOCIATED GENERAl. CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reprod.).~.~n accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia --10/26/2001./.,,'¢~/AJlC'J~'ense/. Number 1011670, which expires on 10/31/2002. ~'/'\ Electronic Format A~ 7.2.5 if, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Paragraph 6.1 and not excluded by Paragraph 6.2 (1) to correct nonconforming Work, or (2) arising from the resolution of disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee, if any, related 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, 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 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in Paragraph u.l of AIA Document A2Ol. Such insurance shall be written for not less than the following limits, or greater if required by law: 8.1.1 Workers' Compensation and E~nployers' Liability meeting statutory limits mandated by State and Federal laws. if (~) limits in excess of those required by statute are to be provided or (2) the employer is not statutorily bound to obtain such insurance coverage or (3) additional coverages are required, additional coverages and limits for such insurance shall be as follows: 8.1.2 Commercial General Liability including coverage for Premises-Operations, Independent Cootractors' Protective, Products- Completed Operations, Contractual Liability, Personal Injury, and Broad Form Property Damage (including coverage for Explosion, Collapse and Underground hazards) .1 .2 1.000.000 1.000.000 1.000.000 1.000.000 1.000.000 1.000.000 The policy shall be endorsed to have the General Aggregate apply to this Project only. Each Occurrence General Aggregate Personal and Advertising Injury Products-Completed Operations Aggregate Products and Completed Operations insurance shall be maintained for a minimum period of at least two (2) year(s) after either 90 days following Substantial Completion or final payment, whichever is earlier. The Contractual Liability insurance shall include coverage sufficient to meet the obligations in AIA Document A2m under Paragraph 3.t8. 8.1.3 Automobile Liability (owned, non-owned and hired vehicles) for bodily injury and property damage: $1.000.000 Each Accident 8.] .4 Other coverage: The Owner and it's officers, aoents and emoloyees shall be named as additional insured for insurance Provided under Sections 8.1.2 and 8.1.3. at Contractor's sole cost and exoense. 8.2 INSURANCE REQUIRED OF THE OWNER During both phases of the Project, the Owner shall purchase and maintain fiability and property insurance, including waivers of subrogation, as set forth in Paragraphs n.2 and n.3 of AIA Document A201. Such insurance shall be written for not less than the following limits, or greater if required by law: 8.2.1 Property Insurance: 2.500 Deductible Per Occurrence 2.500 Aggregate Deductible © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS dE AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reprodu!;eO~ accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2OO1. AIA,~censd Number 1011670, which expires on 10/31/2OO2, Electronic Format 8.2.2 Boiler and Machinery insurance with a limit of: 8.3 PERFORMANCE BOND AND PAYMENT BOND 8.3.1 The Construction Manager shall (Insert 5hall"or "shallnot") furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager's usual source and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to one-hundred percent (100%) of the Contract Sum. 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at least three days before the commencement of any Work at the Proiect site. ARTICLE 9 MISCELLANEOUS PROVISIONS matter in question would be barred by the applicable statute of limitations. 9.1 DISPUTE RESOLUTION FOR THE PRECONSTRUCTION PHASE 9.].1 Claims, disputes or other matters in question between the parties to this Agreement which arise prior to the commencement of the Construction Phase or which relate solely to the Preconstruction Phase services of the Construction Manager or to the Owner's obligations to the Construction Manager during the Preconstruction. Phase, shall be resolved by mediation or by arbitration. 9.1.2 Any mediation conducted pursuant to this Paragraph 9a shall be held in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect, unless the parties mutually agree otherwise. Demand for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. Any demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 9.1.3 Any claim, dispute or other matter in question not resolved by mediation shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. 9.1.4 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. A demand for arbitration may be made concurrently with a demand for mediation and shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based upon such claim, dispute or other 9.1.5 No arbitration arising out of or relating to the Contract Documents shall include, by consolidation or ioinder or in any other manner, the Architect, the Architect's employees or consultants, except by written consent containing specific reference to the Agreement and signed by the Architect, Owner, Construction Manager and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parties other than the Owner, Construction Manager, a separate contractor as described in Article 6 of AIA Document A2m and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. No person or entity other than the Owner or Construction Manager or a separate contractor as described in Article 6 of AIA Document A2m shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute agreement to arbitration of a dispute not described in such consent or with a person or entity not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. 9,1.6 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having urisdiction thereof. 9.2 DISPUTE RESOLUTION FOR THE CONSTRUCTION PHASE 9.2.1 Any other claim, dispute or other matter ~n question arising out of or related to this Agreement or breach thereof shall be settled in accordance with Article 4 of AIA Document A2m, except that in addition to and prior to arbitration, the parties shall endeavor to settle disputes by mediation in accordance with the Construction Industry Mediation Rules of © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W,, WASHINGTON, D,C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 569 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1997 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violate~Jd':~.x copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be repro~f~ed in accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2001. Al.KJ_igense Number lOl1670, which expires on lO/31/2002. .t~ .~ // Electronic Format AI~ the American Arbitration Association currently in effect unless the parties mutually agree otherwise. An), mediation arising under this Paragraph shall be conducted in accordance with the provisions of Subparagraphs 9.t.2 and 9.1.3. 9.3 OTHER PROVISIONS 9.3.] Unless otherwise noted, the terms used in this Agreement shall have the same meaning as those in the 1987 Edition of AIA Document A2ol, General Conditions of the Contract for Construction. TERMINATION OR 5USPENSION 10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE 10.1.1 Prior to execution by both parties of Amendment No. t establishing the Guaranteed Maximum Price, the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Subparagraph 14.t.1 of AIA Document A2ol. 9.3.2 EXTENT OF CONTRACT This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the entire and integrated agreement between the Owner and Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. If anything in any document incorporated into this Agreement is inconsistent with this Agreement, this Agreement shall govern. 9.3.3 OWNERSHIP AND USE OF DOCUMENTS The Drawings, Specifications and other documents prepared by the Architect, and copies thereof furnished to the Construction Manager, are for use solely with respect to this Project. They are not to be used by the Construction Manager, Subcontractors, Sub-subcontractors or suppliers on other projects, or for additions to this Project outside the scope of the Work, without the specific written consent of the Owner and Architect. The Construction Manager, Subcontractors, Sub- subcontractors and suppliers are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect appropriate to and for use in the execution of their Work under the Contract Documents. 9.3.4 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located. 9.3.5 ASSIGNMENT The Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of- the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. ARTICLE 10 10.1.2 if the Owner or Construction Manager terminates this Contract pursuant to this Paragraph to.t prior to commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of notice of termination; provided, however, that the compensation for such services shall not exceed the compensation set forth in Subparagraph 4.t.t. 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Paragraph toa after commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation provided in Subparagraph toa.2, be paid an amount calculated as follows: .l Take the Cost of the Work incurred by the Construction Manager. .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Paragraph 5.t or, if the Construction Manager's Fee is stated as a fixed sum in that Paragraph, an amount which bears the same ratio to that fixed-sum Fee as the Cost of Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion. .3 Subtract the aggregate of prev/ous payments made by the Owner on account of the Construction Phase. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Clause ~o.l.3.t. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article to, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C, 2OOO6-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates~.%--. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reprod~d in accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia Number 1011670, which expires on 1013112002. Electronic Format AI~ subcontracts or purchase orders. Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's written approval prior to the execution of Amendment No. 1 shall contain provisions permitting assignment to the Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager the costs necessarily incurred by the Construction Manager by reason of such termination. 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE Subsequent to execution by both parties of Amendment No. ~, the Contract may be terminated as provided in Article 14 of AIA Document A201. 10.2.1 in the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to Subparagraph 14.1.2 of AIA Document A2Ol shall not exceed the amount the Construction Manager would have been entitled to receive pursuant to Subparagraphs m. LZ and ~oa.3 of this Agreement. ]0.2.2 In the event of such termination by the Construction Manager, the amount to be paid to the Construction Manager under Subparagraph ~4.t.x of AIA Document A201 shall not exceed the amount the Construction Manager would be entitled to receive under Subparagraphs m.~.2 or m.l.3 above, except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager, including a reasonable estimate of the Cost of the Work for Work not actually completed. 10.3 SUSPENSION The Work may be suspended by the Owner as provided in Article ~4 of AIA Document A2m; in such case, the Guaranteed Maximum Price, if established, shall be increased as provided in Subparagraph 14.3.2 of AIA Document A2m except that the term "cost of performance of the Contract" in that Subparagraph shall be understood to mean the Cost of the Work and the term "profit" shall be understood to mean the Construction Manager's Fee as described in Subparagraphs and 5.3.4 of this Agreement. ARTICLE 11 OTHER CONDITIONS AND SERVICES a. The oarties aaree that to the extent that any provision of the Contract Document reauires the Contractor to indemnify the Owner from liability for damaaes to persons or r~rooerty caused in whole or in Dart bv any act, omission default of the owner arisina from the Contract or the owner's performance, the Dar'ties acknowledge that the owner has aiven a specific consideration to the Contractor for such indemnification bv payment of the sum of $100 payable upon orocessina of the first invoice for payment under this Contract, b. Followina a determination bv the Architect, the Owner and Contractor shall each have the option to remove a dispute from mediation and arbitration oursuant to the reauirements of the Contract Documents. bv servina a notice upon the other oartv within 7 days after either party invokes the mediation or arbitration process. In the'event either party timely exercises such option to remove a dispute from mediation and arbitration, the dispute shall be subiect to determination in a Court of competent iurisdigtion in the 11th Judicial Circuit in Miami-Dade County. Florida. This shall not imDare any mediation reauirements of the Court. c. In the event that the Contractor shall fail to complete the Work within the time limit or the extended time limit aareed upon. as more Darticularv set forth in the Contract Documents. liauidated damaaes shall be paid at the rate of One Thousand Dollars (1.000.00) Der day. © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565- OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® ~ AGC* © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20OO6-5209, WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the A A and can be reproducjt~l~ accordance with your license without violation until the date o~ expiration as noted below, User Document; contract.aia -- 10/26/2001. AIA ~cens~ Number 1011670, which expires on 10/31/2002. Electronic Format AI~ This Agreement entered into as of the day and year first written above. OWNER ' V o entura DATE /] . // // · ATTEST James A. Cummings, Inc. DATE ATTEST © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W,, WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopy ng v o ares U S copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced..m'--',, accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2001. AIA.~se Number 1011670, which expires on 10/3112002. /'"~/~/-- Electronic Format A~ Amendment No. ~ to Agreement Between Owner and Construction Manager Pursuant to Paragraph 2.2 of the Agreement, dated November 6. 2001 between City of Aventura (Ow,,er; and James A. Cummings, Inc. ~'co.~struct,;,,, M,,agerZ ['or City of Aventura Community/Recreation CenterFthe z,,-o/bct:, the Owner and Construction Manager establish a Guaranteed Maximum Price and Contract Time for the Work as set forth below. ARTICLE I GUARANTEED MAXIMUM PRICE The Construction Manager's Guaranteed Maximum Price for the Work, including the estimated Cost of the Work as defined in Article 6 and the Construction Manager's Fee as defined in Article 5, is Ninety-Two Thousand Six Hundred Sixty-Six Dollars ($92.666.00). mar!r:.d-The Price is for the aerformance of the work in accordance with the Contract Documents listed and attached to this Amendment and marked Exhibits A through "E"4:, as follows: ........ ~, ~i .................................... Su cmcntar~ ...................... ~ ......... ~ Cuarantccd M~imum Pri:: ia 5aacdProject Summa~, pages ! through ! dated October 10. 2001 Exhibit B Alla',':ancc itemsRevised GM P Estimate {Site Clearing only), pages ~ through ~ dated October 10. 2001 Exhibit C AaaumFticna and dariScatlcna ma~: ~ preparing ~ Cuarantccd Maximum PriccGeneral Condition~, pages through ~, dated October 10. 2001 Exhibit D Ccmpktlan ackcdukUst of Document~, pages ~ through ~ dated October 10, 2001 Exhibit E Alternate prkc:Qualifications and Clarifications, pages ~ through ~, dated October 10, 2001 The Paaies a~ree that the attached AIA Document A201-1997 Edition will be utilized in lieu of AIA Document A201-1987 Edition. Where this aoreement (AIA Document 121/CMc~ makes reference to AIA Document A201-1987 Edition, is mutually a~reed that the aoorooriate aaicle of AIA Document A201-1997 Edition shall be utilized. Exhibit "E" Documents shall take oreference over all other documents. © 1991 - THE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT- 1991 EDITION - AIA®- AGC- © 1991 * THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was e~ectronically produced with permission of the AIA and can be repro~tuced in/ accordance with your license without violation until the date of expiration as noted below. User Document: contract.aia -- 10/26/2001. ,~ '],~en~ Number 1011670, which expires on 10/31/2002. / ~r / Electronic Format A1[!1/z(~t/~1991 ARTICLE II CONTRACT TIME The date of Substantial Completion established by this Amendment is: Two (2/Months from the date of Notice to Proceed with Construction or ten (101 days after issuance of a Buildino Permit. whichever is later. /'/ BY: Eric Soroka. City Manage[~'"'- /~ i iam R. De~'er. wresident City of Aventura (/',_ ~, / -- ~James A. CLmminqs, 'rc. © 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W., WASHINGTON, D.C. 20006-5292. AIA DOCUMENT AIA121/CMC AND ACC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - ACC - © 1991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 201306-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject fo legal prosecution. This document was electronically produced with permission of the AIA and can be reprodu.,q~TB~ accordance with your license without violation until the date of expiration as noted below. User Document; contract.aia -- 10/26/2OO1. AIA.~e. Ase Number 1011670, which expires on 10/31/2OO2. /~ / Electronic Format A~ General Contractors James A. Cummings, Inc. 3575 Northwest 53rd Street Fort Lauderdale, FL 33309 Phone: 954~733-4211 Fax: 954~485-9688 Website: www.jamesacummings.com EXHIBIT "A" October 10, 2001 City of Aventura 19200 West Country Club Drive Aventura, Florida 33180 Attn: Mr. Eric Soroka Re: Aventura Community/Recreation Center Site Clearing Revised GMP Gentlemen: Our Revised Site Clearing Estimate for the Aventura Community/Recreation Center is Ninety Two Thousand Nine Hundred Sixty Six dollars ($92,966.00) including a Four Thousand Two Hundred Sixteen dollar ($4,216.00) Contingency and the Construction Manager's Fee. Enclosed please find a copy of the list of Drawings and Specifications; the Qualifications and Clarifications; the Revised Guaranteed Maximum Price Estimate and the General Conditions for the Site Cleating. Very truly yours, JAMES A. CUMMINGS, INC. Scott W. Pate Vice President of Estimating cc: James A. Cummings William R. Derrer Michael F. Lanciault Travis Brown Page 1 tu o _z d 7 LU Z LU r~ 0 W 0 0 (.) z LLI Z 0 Z ~J > EXHIBIT "D" AVENTURA COMMUNITY/RECREATION CENTER OCTOBER 10, 2001 LIST OF DOCUMENTS Response to RFI #PC0004 Response to RFI #PC0007 Response to RFI #PC0008 Response to RFI #PC0009 Response to RFI #PC0010 Response to RFI #PC0011 Response to RFI #PC0001 ........................................ Dated 8/27/01 Response to RFI #PC0002n ....................................... Dated 8/28/01 Response to RFI #PC0003 ........................................ Dated 8/28/01 ........................................ Dated 8/28/01 ........................................ Dated 8/29/01 ........................................ Dated 8/31/01 ........................................ Dated 8/31/01 ........................................ Dated 9/04/01 ........................................ Dated 9/04/01 Response to RFI #PC0012 ........................................ Dated 9/05/01 List of Finishes and Light Fixture Cut Sheets ......................... Dated 8/07/01 Geotechnical Report (Draft) ....................................... Dated 2/22/01 ~_age 1 EXHIBIT "D" AVENTURA COMMUNITY/RECREATION CENTER OCTOBER 10, 2001 Cover Page LIST OF DOCUMENTS 8/13/01 ARCHITECTURAL DRAWINGS A-2.0 Ground Floor Plan A-2.1 Mezzanine Running Track OptiOn A-2.2 Roof Plan A-2.3 Gym Roof Plan Solution Options A-2.4 Partial Roof Plan A-3.0 Reflected Ceiling Plan A-4.0 Building Elevations A-5.0 Building Sections A-5.1 Wall Sections 8/13/01 8/13/01 8/13/01 8/13/01 8/13/01 8/13/01 8/13/01 8/13/01 8/13/01 LANDSCAPING DRAWINGS L-1.0 Hardscape Plan L-2.0 Landscape Plan ELECTRICAL DRAWINGfi E-1 Electrical Floor Plan MECHANICAL DRAWINGS 8/13/01 8/13/01 6/01/01 M-I M-2 Mechanical Floor Plan Mechanical Details and Notes 8/13/01 8/13/01 PLUMBING DRLk_ WINGS P- 1 Plumbing Floor Plan P-2 Plumbing Details/Notes 8/13/01 8/13/01 CML DRAWINGS C-I Site Plan Sheet I ALTA/ACSM Land Title Survey 8/13/01 11/12/98 Page 2 EXHIBIT "E" QUALIFICATIONS AND CLARIFICATIONS October 10, 2001 The following is a list of Qualifications and Clarifications. Where conflicts may exist between these Qualifications and Clarifications and the Contract Documents, these Qualifications and Clarifications shall govern. DMSION 1: GENERAL REQUIREMENTS 1. Water management and drainage district permits, fees and bonds, impact fees and utility connection and usage fees are not included and shall be paid for by the Owner. 2. Tkreshold inspector and special inspectors and inspections are not included and shall be provided and paid for by the Owner. 3. Quality control testing is not included and shall be provided by the Owner. 4. The cost for Builders Risk Insurance is not included. 5. Removal and disposal of asbestos, hazardous and/or contaminated materials and ground water is not included. 6. All cost of all permits is not included and shall be paid for by the Owner. 7. Owner's Protective Liability Insurance is not included. 8. The Revised Site Clearing Guaranteed Maximum Price Proposal prepared by James A. Cummings, Inc. dated October 10, 2001 shall take precedence over all other Contract Documents. DIVISION 2: SITEWORK 9. Demucking and/or removal of unsuitable soil is not included. 10. The relocation trees is not included. Please note that the removal of trees is included. 11. Clearing and grubbing of the site is included. 12. The removal of all surface debris is included. Please note that the removal of underground utilities is not included. -13. Stripping and stockpiling the topsoil is included. Please note that grading of the site is not included. 14. The furnishing and installation of fill material is not included. 15. The removal of the existing perimeter fencing is not included. Page 1 EXHIBIT "E" 16. Any work associated with a sea wall adjacent to the water is not included. 17. The removal of concrete rabble and rip-rap adjacent to the water is not included. I8. The removal of all material associated with the existing on-site landscaping and tree mulching operations is not included and shall be provided by the Owner. Page 2 1997 Edition - Electronic Format AIA Document A201 - 1997 General Conditions of the Contract for Construction TABLE OF ARTICLES 1. GENERAL PROVISIONS 2. OWNER 3. CONTRACTOR 4. ADMINISTRATION OF THE CONTRACT 5. SUBCONTRACTORS 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7. CHANGES IN THE WORK 8. TIME 9. PAYMENTS AND COMPLETION 10. PROTECTION OF PERSONS AND PROPERTY tl. INSURANCE AND BONDS 12. UNCOVERING AND CORRECTION OFWORK 13. MISCELLANEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSUL TA TION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED DOCUMENT MAy BE MADE BY USING AIA DOCUMENT 13401. This document has been approved and endorsed by The Associated General Contractors of America. INDEX Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance o£Work 9.6.6, 9.8.2, 9.9.3, 9.1o.1, 9.1o.3, ]2.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 4.2.3, lO Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3-8, 4.4.1, 8.3.1, 9.5.1, lo.2.5, 13.4.2, 13.7, 14.1 Addenda Additional Costs, Claims t'or Additional Inspections and Testing Additional Time, Claims for 4.3-4, 4,3.7, 8-3-2 ADMINISTRATION OF THE CONTRACT Advertisement or Im~itation to Bid AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION :~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial The American Institute of Architects quotation of its provisions without written permission of the AIA violates the copyright laws of the United 1735 New York Avenue, N.W. States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. Washington, D.C. 20(X)6-5292 copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the ~ date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. Aesthetic Effect 4.2.13, 4.5.1 Allowances ].8 All-risk Insurance 11.4.1.1 Applications for Payment 4.2.5, 7.3.8, 9.2, ~.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.1o, n.1.3, 14.2.4, 14.4.3 Approvals 2.4, 3.1.3, 3.5, 3.1o.2, 3.12, 4,2.7, 9.3.2, 134.2, 13.3 Arbitration 4.3.3, 4-4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.1o Architect 4.1 Architect, Definition of 4,1.1 Architect, Extent of Authority 2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3-1, 9.4, 9-5, 9.8.3, 9.1o.1, 9.1o.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4 Architect, Limitations of Authority and Responsibility 2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.LLIO, 4.1.2, 4,2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4. 9.6.6 Ar hltect s Additional Serwces and Expenses 2.4, 11.4,1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 4.2, 4.3.4, 4.4, 9-4, 9-5 Architect's Approvals 2.4, 3-1.3, 3.5.1, 3.1o.2, 4-2.7 Architect's Authority to Reject Work 3.5.1, 4.2.6~ 12.1.2, 12.2.1 Architect's Copyright 1.6 Architect's Decisions 4.2.6, 4-2.7, 4.2.n, 4,2.m, 4,2.13, 4.3.4, 4.4.1, 4.4,3, 4.4,6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9-4, 9.5.1, 9.84, 9.9.1, 13.5.2, 14.2.2, 14.2.4 Architect's Inspections 4.2.2, 4.2.9, 4,3-4, 9.4.2, 9.8.3, 9.9.2, 9.1o.t, 13.3 Architect's Instructions 3.2.3, 3.3.1, 4.2.6, 4-2.7, 4.2.8, 7.4.t, 12.1, 13.5.2 Architect's Interpretations 4..2.n, 4-2.12, 4.3.6 Architect's Pro'ect RepresentaUve 4.2.1o Ar hltect s Relat~onshlp wath Contractor la.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.1o, 3.u, 3-12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4-4.7, 5.2, 6.2.2, 7, 8.3a, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, lo.2.6, 1o.3, n.3, 11.4.7, 12, 13.4.2, 13.5 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, lt.4.7 Architect's Representations 9.4-2, 9.5.1, 9.1o.1 Architect's Site Visits 4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, t3,5 Asbestos lo.3.1 Attomeys' Fees 3.18.1, 9.1o.2, to.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1~ 1.1.7~ 5.2.1, 11.5.1 Boiler and Machiner/Insurance 11.4.2 Bonds, Lien 9.1o.2 Bonds, Performance, and Payment 7.3.6.4, 9.6.7, 9.1o.3, 11.4.9, tl.5 Building Permit 3.7.1 Capitalization CerLificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.1o.1, 9.1o.3, 13.7, 14.1.1.3, 14.2.4 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.1o.2, 11.1.3 Change Orders 1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4, 4-3.9, 5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.1o.3, 11.4.1.2, n.4.4, 11.4.9, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 3.n, 4.2.8, 7, 8.32, 9.3.1.1, 11.4.9 Claim, DeEmition of 4.3.1 Claims and Disputes 3-2.3, 4.3, 4-4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.1o.4, 1o.3.3 Claims and Timely Assertion of Claims 4.6.5 Claims for Additional Cost ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AiA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 2 THIS DOCUMENT HAl IMPORTANT lEGAl_ CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED DOCUMENT MAy BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Assodated General Contractors of America. AmA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 3.2.3, 4-3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, lO.3.2 Claims for Additional Time 3.2.3, 4-3.4, 4.3.7, 6.1.1, 8.3.2, IO.3.2 Claims for Concealed or LLnknown Conditions 4.3.4 Claims for Damages 3.2.3, 3.18, 4.3.1o, 6.1.1, 8.3.3, 9.5-1, 9.6.7, lO.3.3, 11.1.1, n.4.5, 11.4.7, 14.i.3, 14.2.4 Claims Subject to Arbitration 4.4.1, 4.5.1, 4.6.1 Cleaning Up ~ 3.15, 6-3 Commencement o£Statutory Limitation Period 13.7 Commencemept of the Work, Conditions Relating to 2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.1o.1, 3.12.6, 4-3-5, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, ill, 11.4.1, 11.4.6, u.5.1 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 1.6.1, 3.4-1, 3.u, 3.15, 4.2.2, 4-2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.1o, 12.2, 13.7, 14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.1o.3, 9.10.4-2, 12.2~ 13.7 Compliance with Laws 1.6.i, 3.:l.2, 3.6, 3.7, 3-12.1o, 3.13, 4.1.1, 4.4.8, 4-6.4, 4.6-6, 9.6.4, 10.2.2, iI.h 11.4, 13.1, i3.4, 13.5.1, 13.5.:1, 13.6, 14.1.1, 14.2.1.3 Concealed or Unknown Conditions 4.3-4, 8.3.1, 1o.3 Conditions of the Contract 1.1.1, 1.1.7, 6.1.1~ 6.1.4 Consent, Written 1.6, 3.4-2, 3.12-.8, 3.14.2, 4.1.:1, 4-3-4, 4.6.4, 9-3.2, 9.8.5, 9-9-1, 9.1o.2, 9.1o.3, n.4.h 13.2, 13-4-2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.12.8, 4-:1.8, 4.3.9, 7.1, 7.3, 9.3-1.1 Construction Schedules, Contractor's 1.4.i.:1, 3.1o, 3.ma, 3.12.2, 4.3.7.2, 6.1.3 Contingent Assignment of' Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 4.3.3 Contract, Definition o£ 1.1,2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, n.4.9, 14 Contract Administration 3.i.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.1o, 5.:1, 6.1, 11.1.3, n.4.6, I1.5.1 Contract Documents, The 1.1, 1.2 Contract Documents, Copies Furnished and Use of 1.6, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 3.8, 4,3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9-4-2, 9-5.1.4, 9.6.7, 9-7, lO.3.L u.4.)., 14.2.4, 14.3.2 Contract Sum, Definition of 9.1 Contract Time 4-3-4, 4-3-7, 4,4.5, 5-2.3, 7.2-1.3, 7.3, 7-4, 8.1.1, 8.2, 8.3.1, 9.5-1, 9.7, lO.3-2, 12.1.1, 14-3.2 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction Schedules 1.4.1.2, 3.]0, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3 Contractor's Employees 3.3.:1, 3.4,3, 3.8.1, 3-9, 3.18.2, 4.2.3, 4-2.6, lo.2, 10.3, n.l.l, 11.4,7, 14.1, 14.:l.1.1, Contractor's Liability Insurance IL1 Contractor's Relationship with Separate Contractors and Owner's Forces 3-12.5, 3.14.2, 4.2.4, 6, 11.4,7, 12.1.:1, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.1o.2, u.4a.:1, n.4,7, 12.4,8 Contractor's Relationship with the Architect 1.1.2,1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3-7-3, 3.1o, 3.n, 3.m, 3.16, 3.18, 4.1.2, 4.1.3, 4.:1, 4-3.4, 4-4,1, 4-4-7, 5.2, 6.2.2, 7, 8-3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9-9, 1o.:1.6, 1o.3, n.3, u.4.7, u, 13.4.2, 13.5 Contractor's Representations 1.5.2, 3.5.1, 3.u.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 ~,Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA vioJates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Un[kensed photocopying violates U S copyright laws and wil) subject the vio[ator to Jegal prosecution. This document was e[ectronica))y produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general condit)ons.aia -- 10/25/2001. AIA License Number I011670, which expires on 10/31/2002. 3 THIS DOCUMENT HA~ IMPORTANT LEGAl. CONSEOUENCE5. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED ,MA DOCUMENT MAY BE MADE BY USING ,MA DOCUMENT 11)401. This document h~s been approved and endorsed by The Associated General Contractors of America. AmA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. Contractor's Responsibility for Those Performing the Work Contractor's Review of Contract Documents 1.5.2, 3.2, 3-7.3 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract Contractor's Submittals 3.1o, 3.11, 3.12, 4.2.7, 5.2.1, 5-2.3, 7.3.6, 9fi, 9.3, 9.8.2, 9-8.3, 9.9.1, 9.1o.2, 9.1o.3, n.l.3, 11.5.2 Contractor's Superintendent 3.9, 1o.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3-4, 3.12.1o, 4.2.2, 4.2.7, 4-3.3, 6.1.3, Contractual Liability Insurance Coordination and Correlation 1.2, 1.5.2, 3-3-1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications Copyrights 1.6, 3.17 Correction of Work Correlation and Intent of the Contract Documents Cost, Definition of 7.3.6 Costs 6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.1o.2, lo.3.2, Cutting and Patching 6.2.5, 3.14 Damage to Construction of Owner or Separate Contractors Damage to the Work Damages, Claims for Damages for Delay Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3-4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.I, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4 Decisions to Withhold Certification 9.4.1, 0.5, 9-7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 13.7.1.3 Defective Work, Definition of 3.5.1 Definitions Lh 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1 Delays and Extensions of Time 3.2.3, 4.3.1, 4-3.4, 4.3-7, 4-4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 1o.3.2, lO.6.1, 14.3.2 Disputes 4.1.4. 4-3, 4-4, 4.5, 4.6, 6.3, 7-3.8 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Llse and Ownership of 1.1.1, 1.3, 2.2.5, 3.11, 5-3 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 4.3.5, 10.6, 14.1.1.2 Employees, Contractor's 3-3.2, 3.4-3, 3.8.1, 3.9, 3.18.2, 4-2.3, 4.2.6, 1o.2, 10.3, 11.1.1, 11-4.7, 14.1, 14.2.1.1 Equipment, Labor, Materials and 1.1.3, 1.1.6, 3-4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3-15.1, 4.2.6, 4-2-7, 5.2.1, 8.2.1, 7-3.6, 9.3.2, 9-3.3, 9.5.1.3, 9.1o.2, lO.2.1, lO.2.4, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.1o, 3.12, 3.14, 4.2.2, 4.2.3, 4-3.3, 8.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9-1, 1o.2, 1o.3, 12.2, 14.2, 14.3 Extensions of Time 3.2.3, 4.3.1, 4.3.4, 4.3.7, 4-4.5, 5-2.3, 7.2.1, 7.3, 7-4.1, 9.5-1, 9.7.1, 10.3.2, 10.6.1, 14.3.2 Failure of Payment 4.3.6, 9.5.1.3, 9.?, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 4-3.2, 9.8.2, 930, 11.1.2, 11.1.3, 11.4.1, n.4-5, 12.3.1, 13.7, 14.2.4. 14.4.3 ~Copyright 1911, 1915, 1918, 1925, 1937, 1951 1958 1961, 1963 1966 967, 970, 1976, 987, © 1997 Dy The American Institute of Architects. Fifteenth Edition. Reproduction of the mater a herein or substantial quotation of its provisions without written permission of the A A violates the copyr ght laws of the Un ted States and wi [ subiect the violate to lega prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aie -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 4 THIS DOCUMENT ~ IMPORTANT LEGAL CONSEOUENCES. CONSULTATION w/rH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS E~CTRONIC~ Y D~TED NA ~UMENT ~y BE H~E BY USING NA ~U~ENT rh~ document has been approved and endorsed by The Associated General Contractors o£ America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.t.5 Fire and Extended Coverage Insurance 11.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials to.2.4, 10.3, lO.5 ~ Identification of Contract Documents Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.1B, 9.1o.2, 1o.3.3, lo.5, u.4.1.2, 11.4.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.1, 3.12-4, 3.12.1o, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3-2, 9.6.1, 9-6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14-1.4 Injury or Damage to Person or Property 4.3.8, lO.2, lO.6 Inspections 3.t.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3, 9.9.2, 9.1o.1, 12.2.1, 13.5 Instructions to Bidders Instructions to the Contractor 3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2 3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 1i Insurance, Boiler and Machinery Insurance, Contractor's Liability 11.1 Insurance, Effective Date of Insurance, Loss of Llse 11.4.3 Insurance, Owner's Liability Insurance, Project Management Protective Liabiiity Insurance, Property 1o.2.5, 11.4 Insurance, Stored Materials 9-3.2, n.4-1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement w~th 11.4.1o Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7-4 Interest 13.6 Interpretation 1.2.3, 1.4, 4-1.1, 4.3.1, 5.1, 6.1.2, 8.1.4 Interpretations, Written 4.2.11, 4.2.12, 4.3.6 Joinder and Consolidation of Claims Required 4.6.4 Iudgment on Final Award 4.6.6 Labor and Materials, Equipment 1.1.3, 1.1.6, :l.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.1o.2,1o.2.1, lO.2.4- 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.6, 3.2.2, 3.6, 3-7, 3.12-10, 3.13, 4-1.1, 4.4-8, 4.8, 9-6-4, 9.9-1, 10.2.2, u.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14 Liens 2.1.2, 4.4.8, 8.2.2, 9-3.3, 9.i0 Limitation on Consolidation or Joinder 4.6.4 Limitations, Statutes of 4-6.3, 12.2.6, 13-7 Limitations of LiaNlity 2.3, 3.2.1, 3.5.1, 3-7.3, 3.12.8, 3.12-1o, 3.17, 3.18, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5, 13.4-2 Limitations of Time 2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.1o, 3.u, 3.12.5, 3.15.1, 4.2.7, 4-3, 4.4, 4.5, 4.8, 5.2, 5.3, 5.4, 6.2.4, 7-3, 7.4, 8.2, 9.2, %3.h 9-3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.1o, 11.1.3, 11.4.1.5, 11.4.8, 11.4.1o, 12.2, 13.5, 13.7, 14 Loss of Use Insurance 11.4.3 Material Suppliers 1.6, 3.12.h 4.2.4, 4.2.6, 5.2.1, 9.3, 9-4-2, 9.6, 9-1o.5 Materials, Hazardous lO.2.4, lO.3, lO.5 Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5-2-h 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4- 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3-3.1, 3.12.1o, 4.2.2, 4-2.7, 9.4.2 ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967 1970 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substant a quotation of its provisions without written permission of the AIA violates the copyright laws of the United 5tares and will subject the violate to legal prosecution. WARNING: Unlicensed photocopy ng v o a es U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AiA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 5 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSUL TA TION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2o;3ub~ 4.4.8 Mediation 1o.5 Minor Changes in the Work MISCELLANEOUS PROVISIONS 13 Modifications, Definition of Modifications to the Gontract Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of Notice Notice, Written Notice of Testing and Inspections Notice to Proceed 8.2.2 Notices, Permits, Fees and Observations, Contractor's Occupancy Orders, Written OWNER 2 Owner, Definition of Owner, Information and Services Required of the Owner's Authority 5.4-1, 6.1, 6-3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9-3.1, 9.3-2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3, 1L4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1.5 Owner's Liability Insurance 11.2 Owner's Loss of Lbe Insurance 11.4.3 Owner's Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.lO.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 12.2.4. 14.2.2.2 Owner's Right to Clean Lip 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Ll~e of Drawings, Specifications and Other Instruments of Service l.l.l, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.~, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9, 11.4.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3-17 Payment, Applications for 4,2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.1o.1, 9.1o.3, 9.1o.5, 11.1.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9-3-3, 9.4, 9-5, 9.6.1, 9.6.6, 9.7.1, 9.1o.1, 9.1o.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 4.3.6, 9-5.1.3, 9.7, 9.1o.2, 14.1.1.3, 14.2.1.2, 13.6 Payment, Final 4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.1o, u.1.2, 11.1.3, 11.4.1, n.4,3, 12.3.1, 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.6.4, 9.6.7, 9-1o.3, 11.4.9, ]].5 Payments, Progress 4.3.3, 9-3, 9.6, 9.8.5, 9.1o.3, 13.6, 14.2.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4,2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 PCB ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, ~ 1997 hy The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Un tensed photocopy ng violates U S. copyright laws and will sub eot the violator to legal prosecution. This document was · ectronically produced with permission of the AiA end can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.ale - 10/25/2001. AiA License Number 1011670, which expires on 10/31/2002. $ THIS DOCUMENT HA5 IMPORTANT LEGAL CONS£OUENCE5. CONSUL TA TION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40L This document has been approved and endorsed by The Associated General Contractors o£ America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006~ Performance Bond and Payment Bond 7.3.6.4, 9.6.7, 9.1o.3, 11.4.93 ]].5 Permits, Fees and Notices PERSONS AND PROPERTY, PROTECTION OF ]O Polychlorinated Biphenyl Product Data, Definition of ~ 3. L2.2 Product Data and Samples, Shop Drawings Progress and Completion Progress Payments Project, Definition of the Project Management Protective Liability Insurance 1].3 Project Manual, Definition of the Project Manuals 2.2.5 Project Representatives 4.2.1o Property Insurance PROTECTION OF PERSONS AND PROPERTY lO Regulations and Laws Rejection of Work Releases and Waivers of Liens 9.1o.2 Representations Representatives Resolution of Claims and Disputes 4.4, 4.5, 4.6 Responsibility for Those Performing the Work Retainage Review of Contract Documents and Field Conditions by Contractor 1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.1o.1, 3.1o.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.1:1 Rights and Remedies 1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5-3, 5-4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, lO.2.5, lO.3, 12.2.2, 12.2.4, 13.4, 14 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 4.6.2 Safety of Persons and Property 10.2, 1o.6 Safety Precautions and Programs 3.3.1, 4.2.2, 4-2.7, 5.3.1, ]0.], 10.2, 10.6 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.u, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2,9.3.1 Schedules, Construction 1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4,6.4, 6, 8.3.1, 11.4.7, 12.1.2~ 12.2.5 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, 12se of 3.13) 6.1.1) 6.2.1 Site Inspections 1.2.2, 3.2.1, 3-3-3, 3.7.1, 4.2, 4.3-4, 9.4.2, 9.10.1, 13.5 Site Visits, Architect's 4,2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of the 1.1.6 Specifications, The 1.1.1, 1.1.6, 1.L7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17 Statute of Limitations 4.6.3, 12.2.6, 13.7 Stopping the Work 2.3, 4.3.6, 9.7, lo.3, 14.1 ~Copyridht 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the malerial herein or substantia{ quotation of its provisions without written permission of the AIA violates the copyright }aws of the United States and will subject the violate to }ega} prosecution. WARNING: Unlicensed photocopying violates U.S. copyright {aws and will subject the violator to legal prosecution. This document was electron}cal{y produced with permission of the AIA and can be reproduced in accordance with your {icense without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 7 rills DOCUMENT ~ IMPORTANT LEGAL COA~EOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document has been approved aM endorsed by The A~sociated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Stored Materials 6.2.I, 9-3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2' 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5-3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.1o 1o.2.1, 1&4.7, u.~.8, 14.1, 14.2.1, 14,3.2 Submittals 1.6, 3.1o, 3.n, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9-3, 9.8, 9.9.1, 9.1o.2, 9.1o.3, 11.1.3 Subrogation, Waivers of 6.1.1, n.4.5, 11.4.7 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.1o.3, 9.1o.4.2, i2.2, 13.7 Substantial Completion, Definition of 9.8.l Substitution of Subcontractors 5.2-3, 5.2.4 Substitution o£Architect 4.1.3 Substitutions of Materials 3.4.2' 3.5.1, 7.3.7 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 4-3.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3-4, 3.12.10, 4.2-2, 4.2.7, 4.3.3, 6.1.3, 6;2.4, 7.1.3, 7.3.6, 8.2, 8.3.1, 9-4.2, 1o, 12, 14 Surety 4.4.7, 5.4,1.2' 9.8.5, 9.1o.2' 9.1o.3, 14.2.2 Surety, Consent of 9.1o.2, 9.1o.3 Surveys 2.2.3 Suspension by the Owner .For Convenience 14.4 Suspension of the Work 5.4,2' 14.3 Suspension or Termination of the Contract 4.3.6, 5.4.1.1, LL4,9, 14 Taxes 3.6, 3.8.2.1, 7.3.6.4 Termination by the Contractor 4,3.1o, 14.1 Termination by the Owner for Cause 4.3.1o, 5-4.Lb 14.2 Termination of the Architect 4.L3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.1o.1, lO.3.2, 11.4.1.1, 12.2.1,] ~l.S TIME 8 Time, Delays and Extensions of 3.2.3, 4.3.1, 4.3-4, 4-3.7, 4.4-5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 1o.3.2, lo.6.1, 14.3.2 Time Limits 2.1.2, 2.2, 2.4, 3.2.1, 3.7-3, 3.1o, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3,1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9-9, 9.1o, 11.1.3, 11.4.1.5, 11.4.6, 11.4.1o, 12.2, 13.5, 13.7, 14 Time Limits on Claims 4.3.2, 4-3.4, 4.3.8, 4.4, 4.5, 4.6 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions 4,3.4, 8.3.1, lO.3 Unit Prices 4.3.9, 7.3.3.2 Uae of Documents 1.1.1, 1.6, 2.2.5, 3.~..6, 5-3 Uae of Site ~1.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 4,3.1o, 9.1o.5, 11.4.7, 13.4,2 Waiver of Claims by the Owner 4.3.1o, 9.9.3, 9.1o.3, 9.1o.4, 11.4.3, 11.4.5, 11.4,7, 12.2.2.1, 13.4.2, 14.2.4 Waiver o£Consequential Damages 4.3.]0, 14,2.4 Waiver of Liens 9.1o.2, 9.1o.4 Waivers of Subrogation THIS DOCUMENT H,45 IMPORTANT LEGAL CONSEQUENCES. CONSUL TA HON WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAy BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. J OI997 AIA® AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The CONTRACT FOR CONSTRUCTION American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial The American Institute of Architects quotation of its provisions without written permission of the AIA violates the copyright laws of th~ United 1735 New York Avenue, N.W. States and will sub ect the violate to lega prosecution. WARNING: Un censed photocoDvino violates U S Washington. D.C. 20006- copyright laws and will sub ect the violator to leoa nrosecution This do ............. 2_' .° . "; ~ wah perrmss~on of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: ~eneral conditions.aia -. 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 6.1.1, u.4.5, 11.4.7 Warranty 3.5, 4.2.9, 4-3.5-3, 9.3.3, 9.8.4, 9-9-1, 9.io.4, 11.2.2, 13.7.1.3 Weather Delays 4-3.7.2 Work, Definition of ~.1.3 Written Consent 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9Oa, 9ao.:~, 9.1o.3, n.4.1, 13.2, 13.~2 Written Interpretations 4.2.11, 4.2.12, 4.3.6 Written Notice 2-3, 1.4, 3.3.1, 3-9, 3.12.9, 3.12.1o, 4-3, 4.4.8, 4.6.5, 5.2.1, 6.2.2~ 9.7~ 9.10~ io.2.2~ 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, ]3.3, 14 Written Orders 1.1.1, 2.3, 3.9, 4.3-6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1 ARTICLE ] GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirem, ents (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor s bid or portions of Addanda relating to bidding requirements). 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.I.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work ma), constitute the whole or a part of the Project. 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. nCopyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution, WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2OO]. AIA License Number 1011670, which expires on ]0/31/2002. THIS DOCUMENT HAS IMPORTANT LEGAL CON$EOUENC~. CONSUL TA TION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED DOCUMENT MAy BE MADE BY USING DOCUMENT D401. This document hes been approved and endorsed by The Assodated General Contractors o£ America. AmA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 1.l.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1,2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.3 CAPITALIZATION 1.3.1 Terms capitalized in these General Conditions include those which are 01 specifically defined, (al the rifles of numbered articles and identified references to Paragraphs, Subparagraphs and Clauses in the document or (3) the titles of other documents published by the American Institute of,Architects. 1.4 INTERPRETATION 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such a~ "ail" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. 1.5 EXECUTION OF CONTRACT DOCUMENTS 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identifT such unsigned Documents upon request. 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or ·Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 197fi, 1987, O 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- lC~25/2001. AIA License Number 1011670, which expires on 10 THIS DOCUMENT HAL IMPORTANT LEGAL CONSEOUENCE~. CONSUL TATION WITH AN ATTORNEy IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED A~A DOCUMENT MAY BE MADE BY USING AIA DOCUMENT 9401. This document has been approved and endorsed by The Assodated General Contractors of America. m AmA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2OOO6-5292 material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved fights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope ,of the W~rk without the specific written consent of the Owner, Architect and the Architect s consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. ARTICLE 2 OWNER 2.1 GENERAL 2.13 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Subparagraph 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. 2.1.2 The Owner shall fumish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien fights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, · and the Owner's interest therein. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. 2.2.2 Except for permits and fees, including those required under Subparagraph 3-7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 2.2.3 The Owner sh~ furnish surveys describing physical characteristics, legal fimitafions and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. ·Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AiA and can be reproduced in accordance with your license without violation unti~ the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 11 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORN£Y IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. 01997 A[A® AIA DOCUMENT A2OI - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2000~~ 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner a~er receipt from the Contractor of a written request for such information or services. 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. 2.3 OWNER'S RIGHT TO STO~THE WORK 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph ~2.2 or persistently fails to cart7 out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. 2,4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect wi{h diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional sen4ces made necessaD, by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.] The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative. 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Since the Contract Document{ are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Subparagraph 2.=.3, shall take field measurements of any existing ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by '{he American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Un censed photocopying v o ares U.S. copyright laws and will sub ect the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without vio]ation until the date of expiration as noted below. User Document: general conditions.aaa -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2OO2. 12 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICAtiON. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED A~A DOCUMENT MAY BE MADE 8Y USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architect conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require. 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in theContract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect. 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Subparagraphs 4.3.6 and 4-3-7- If the Contractor fails to perform the obligations of Subparagraphs 3.a.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, ·Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United 5tares and will subject the violate to legal prosecution. WARNING: Unlicensed photocopy ng v o ares U S copyright laws and will subject the violator to legal prosecution. This document was e ectron ca y produced with permission of the AIA and can be reproduced in accordance with your license without violation unt the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2OO1. AIA License Number 1011670, which expires on 10/31/2002. 13 THIS DOCUMENT HA~ IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. heat, utilities, transportation, and other facilities and se~icas necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar t~es for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 PERMITS, FEES AND NOTICES 3.7.1 Llnless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally requked when bids are received or negotiations concluded. THIS DOCUMENT HAS IMPORTANt LEGAL CONSEOU£NCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and ~ Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. ~ o ~ Tha ........... shall include -i~ tho Contract Sum ~ z!!z;':ancc: :tatc~ --m -t-he - ........................................................ AIA DOCUMENT A201 - 1997 ·Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying v o ares U S copyright laws and will subject the violator to legal prosecution. This document was electron ca y produced with permission of the AIA and can be reproduced in accordance with your license without violation unt the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 14 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2cx-~o~ but ~ .............. all ~e~-be ...: .....4-e- .......... r ...... ~ ............... ated~ ...................... unts- r~=t ~ mcr. .... ~ .......... c .......n zztua! costs and~ alla',;'ance~ un~cr Clzusc- . T~$ ~CUMENT H~ IMPORTANT LEGAL 3.8.3 ).{ztc~ab and e~m~mcnt '4~cr ~ ~cwc~co chaU ~ 3clcctc~ ~ ~ Ov.'ncr ~ -CO~EOUENC~. CONSULTATION WITH AN ............................ ~ .............. ATTORNEY IS ENCOU~GED WITH RESPECT TO ITS COMP~TION OR MODIRCATION. 3.9 SUPERINTENDENT AUTHENTICATION OF THiS E~CTRONIC~Y DR~TED ~A ].9.] The Contra~or shah employ a competent superintendent and necessa~ ~alstants ~UMENT ~Y BE ~DEBY USING~A who shaU ~ in attendance at the Project site during performance of the Work. The DOCUMENTal. superintendent sh~ represent the Contractor, and communications given to the superintendent sha~ ~ ~ binding ~ if given to the Contractor. Impo~ant communications This document ~s been approv~ a~ shall ~ confi~ed in ~fing. Other communications shall ~ similarly confi~ed on ~tten e~ors~by The ~sociat~ General request in each c~e. Contractor~ of America. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Proiect to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. 3.10.2 The Contractor shall prepare and keep current, for the ArcbAtect's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect, 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Axchitect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, I958, 1961, 1963, 1966, 1967, 1970, 1976. 1987, © 1997 by The American Institute of Architects· Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the A[A and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on ]0/31/2002. 15 AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the inforffiation given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. '~.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (0 the Architect has given written approval to the specific deviation as a minor change in the Work. or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the Architect's approval ora resubmission shall not apply to such revisions. 3.12.]0 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsihilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are '~Copyrig~t 1911, ]915, ]918, 1925, ]937, 1951, 1958, 1961, ]963, ]966, 1967, 1970, ]916, ]987, ~ ]997 by T~e American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the v o ate to egal prosecution. WARNING: Unlicensed ohotoco in v' copyright laws and will sub ect the v olator to e~al orosecutinn 'r~.. a-- . . , py .g, Iolates U.S. . r, . . -~ ~,.~ -,,,~ ~o,, ue reproauceo in accoraance w th your license without violation until the aate or expiration as noted below. User Document: general conditions.aia -- 10/25/200]. AIA License Number 1011670, which expires on 10/31/2002. 16 THIS DOCUMENT HA~ IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED DOCUMENT IvlA y BE MADE BY USING AIA DOCUMENT D401. This document has been approved etd en~orsecl by The Associated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. specifically required of the Contractor by the Contract Documents, the Owner and the Architect Mil specify all performance and design criteria that such services must satisfy. The Contractor shall cause such setw'ices or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, · . accuracy and completeness of the semces, certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design crite~a that such services must satisfy. Pursuant to this Subparagraph 3.~2ao, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract DocumenCs. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment· 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor;, such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's co ' ' . nsent to cuttmg or other~ase altering the Work. 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Proiect waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. 3.16 ACCESS TO WORK 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 3.17 ROYALTIES, PATENTS AND COPYRIGHTS 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of cop)eights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained i_n Drawings, Specifications or other documents prepared by the Owner or Architect. However, iftbe Contractor has reason to believe that the required design, process or product is ~Copyright 1911, lgI5, 1918, 1925, 1937 1951 1958, 96, 963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Ed tion. Reproduction of the material herein or substantial quotation of its provisions wilhout written permission of the AIA vioJates the copyright laws of the United States and will subect the violate to lega prosecution. WARNING: Unlicensed photocoovin~ violates U S copyright laws and w I subject the violator to ............ ' .L. ~ , ...o · · ·, . _ , ,~a, ~,u~c~unon m S aocument was electronically produced w~tn perrmss~on ot the AIA and can be reproduced in accordance with your license without violati~r~ until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 17 THIS DOCUMENT HA5 IMPORTANT LEGAL CONSEOUENCE5. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAy BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America· AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute o[ Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-52~ an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such informalion is promptly furnished to the Architect. 3.18 INDEMNIFICATION 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Paragraph u.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such 51a. im, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to ~nlury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 3a8. 3,18.2 In claims against any person or entity indemnified under this Paragraph 3a8 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Subparagraph 3a8.] shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect against whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the former Architect. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MOD/F/CATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT This document has been approved and endorsed by The Associated General Contractors of America. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (t) during construction, (a) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Paragraph m.2. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, · copyrigm 1911, 1915, 1918, 1925, 1937, 195i, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United .States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aaa - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 18 AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-529] the Architect ',511 not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely' the Contractor's rights and responsibilities under the Contract Documents, except as provided in Subparagraph 3-3.~. 4.2.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or e~nployees, or any other persons or entities performing portions of the Work. 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct commun/cations have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4,2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Subparagraphs i3.5.a and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employe~, or other persons or entities performing portions of the Work. 4,2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checldng for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while afiowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shafi not relieve the Contractor of the obligations under Paragraphs 3-5, 3.5 and 3.:2. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Paragraph 7.4. THIS DOCUMENT HA~ IMPORTANT LEGAL CON~EOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAy BE MADE BY USING ALA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial The American Institute of Architects quotation of its provisions without written permission of the A A v o ares the copyright laws of the United 1735 New York Avenue, N.W. Slates and will subject the violate to legal prosecut on WARNING: Unlicensed photocopying violates U.S. Washington, D.C. 20006-5~ copyright laws and wile subject the violalor to lega prosecut on This document was electronically produced with permission of the AIA and can be reproduced in accordance w th your license without violation unti the date of expiration as noted below. User Document: ~enera conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 19 01997 AIA~ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. 4.2.11 The Architect will interpret and decide matters concerning performance under and requirements of, tire Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until ~5 10 days after written request is made for them. -- 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 2~ days after occurrence of the event giving rise to such Claim or within :n days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the Architect and the other party. 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Subparagraph 9.7.~ and Article ~4, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.3.4 Claims for Concealed or Unknown ConditiOns. If conditions are encountered at the site which are (~) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than a~ days after first observance of the conditions. The Architect will promptly investigate such conditions and, if · Copyrig~t 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1968, 1967, 1970, 1976, 1987, © 1997 Dy The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and wilt subiect the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 20 THIS DOCUMENT HA5 IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED A~A DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The A~$ociated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 173S New York Avenue, N.W. Washington, D.C. 20006-5292 they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within el days after the Architect has given notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial determination, subject to further pro~edings pursuant to Paragraph 4.4- 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph ~o.6. 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (~) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the C ntract by the Owner, (6) Owner s suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph 4.3. 4.3.7 Claims for Additional Time 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of&lay on progress of the Work. In the case ora continuing delay only one Claim is necessary. 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time. could not have been reasonably anticipated and had an adverse effect on the scheduled construction. 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding va days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantifies originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 4.3.10 CJaims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: · 1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and ~>Copyrigr~t 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARN NG Un tensed pho ocopying violates U.S. copyright laws and will sub ect the violator to legal prosecut on Th s document was electronically produced with permission of the AIA and can be reproduced in accordance w th your cense w thout violation until the date of exp ration as noted be ow. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 21 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCE$. CONSULTATION WITH AN ATTORNEY I$ ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED .,ada DOCUMENT MAY BE MADE BY USING A~A DOCUMENT D401. This document has been approved and endorsed by The Associated Genera/ Contractors of America. ~1997 AIA® AIA DOCUMENT A201 -/997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2~0~-52~ .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Subparagraph 4.3.m shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. 4.4 RESOLUTION OF EIAIM~-AND DISPUTE5 4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding those arising under Paragraphs m.3 through m.5, shall be referred initially to the Architect for decision. An initial decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless 3o days have passed after the Claim has been referred to the Architect with no decision having been rendered by the Architect. The Architect will not decide disputes between the Contractor and persons or entities other than the Owner. 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the following actions: (~) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim or if the Architect concludes that, in the Architect's sole discretion, it would be inappropriate for the Architect to resolve the Claim. 4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision. The Architect may request the Owner to authorize retention of such persons at the Owner's expense. 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part. 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration. 4.4.6 When a written decision of the Architect states that 0) the decision is final but subject to mediation and arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to demand arbitration within said 30 adnaYds' period shall result in the Architects decision becoming final and binding upon the Owner Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned. ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 hy The American Institute of Architects. Fifteenth Edition, Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution WARNING Un ceased photocopying violates U.S. copyright laws and will subject the violator to legal prosecut on. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your tense without violation until the date of expiration as noted be ow. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670. which expires on 10/31/2002. 22 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAy BE MADE l]Y USING AIA DOCUMENT D~01. This document has been approved and endorsed by The Associated General Contractors o£ America. AIA DOCUMENT A20I - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. ~ Washington, D.C. 20006-5,~, 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by mediation or by arbitration. 4.5 MEDIATION ~ 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Subparagraphs 4.3.1o, 9.1o.4 and 9.to.5 shall, after initial decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. 4.5.2 The panics shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for med. iation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the ~ling of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 6o days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 4.6 ARBITRATION 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Subparagraphs 4.3.1o, 9.1o.4 and 9.to.5, shall, after decision by the Architect or 30 days after submission of the Claim to the Architect, be subiect to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Paragraph 4.5- 4.6.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules o£ the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed with the Architect. 4.6.3 A demand for arbitration shall be made within the time limits specified in Subparagraphs 4.4.6 and 4.6.t as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuant to Paragraph ~3.7- 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include, by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consultants, except by written consent containing specific reference to the Agreement and signed by the Architect, Owner, Contractor and any other person or entity sought to be ioined. No arbitration shall include, by consolidation or ~,Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, t987. © 1997 by American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permissidn of the AIA violates the copyriBht laws of the United States and will subject the violate to lega] prosecution. WARNING: Unlicensed photocopying violates U.S. copyright Jaws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 23 THIS DOCUMENT HAS IMPORTANT LEGAL CONEEOUENCE$. CONSULTATION WITH AN ATTORNEY iS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED ,MA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. ~)1997 AIA® AIA DOCUMENT A201 - 1997 GENERAL CONDITJONSOF T~tE_ CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 joinder or in any other manner, parties other than the Owner, Contractor, a separate contractor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration, No person or entity other than the Owner, Contractor or a separate contractor as described in Article 6 shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. ~ 4.6.5 Claims and Timely Assertion of Claims, The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. 4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub- subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.7.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall fumish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in ·Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 Dy The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyriBht laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on ]0/31/2002. 24 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS CDMPI. ZTION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAy BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The A~sociated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2OOO6-5292 the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. 5,3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor al/ the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the O~,rner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not preiudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shalJ, make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement whi.ch may be at variance with the Contract Documents. Subcontractors will similarly make this document has been approved and cop~es of applicable portions of such documents available to their respective proposed Sub- enttorsedby The Associated 6enera/ subcontractors. Contractors ut America. THIS DOCUMENT ~ IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORN£Y IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED DOCUMENT MAy BE MADE BY USING DOCUMENT D40L 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4. ] Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph ~4.a and only for those subcontract agreements which the Owner accepts by notif)dng the Subcontractor and Contractor in writing; and .2 assignment is subiect to the prior rights of the surety, if any, obligated under bond relating to the Contract. 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Proiect with the Owner's own forces, and to award separate contracts in connection with other portions of the Proiect or other construction or operations on the site under Conditions of the ~[~ Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Paragraph 4.3. 6.1.2 When separate contracts are awarded for different portions of the Proiect or other construction or operations on the site, the term "Contractor" in the Contract Documents in ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 By The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subiect the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the viotator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2OO1. AIA License Number 1011670, which expires on 10/31/2002. 25 AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 each ca~e shall mean the Contractor who executes each separate Owner-Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a ioint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Other until subsequently revised. 6.1.4 Unless otherwise provided ~ in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles lo, n and 6.2 MUTUAL RESPONSIBILITY 6.2.] The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCE.~. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICAU_y DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Yhis document h~$ been approved and endorsed by The Associated General Contractors of America. 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph lo.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Subparagraph 3a4. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.] If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 GENERAL AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ~Copyright 1911, 1915, 1918, t925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by Ti~e American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial The American institute of Architects quotation of its provisions without written permission of the AIA violates the copyright Laws of the United 1735 New York Avenue, States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. Washington, D.C. 20006-5292 copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- IO/25/2OO1. A[A License Number 1011670, which expires on 10/31/2002. 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subiect to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.] Changes in the Work shall 1~ performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following: .1 change in the Work; .2 the amouot of the adjustment, if any, in the Contract Sum; and .] the extent of the adjustment, if any, in the Contract Time. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSUL TA TION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40L 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. This document has been approved and endorsed by The Associated General Contractors of America. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to per?nit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 as provided Lq Subparagraph 7.3.6. 7.].4 Upon receipt of a Construction Change Directive, the Contractor shall promptly ~ proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. 7.:1.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the e~gst AIA DOCUMENT A201 - 1997 . . _ GENERAL£ONDITIONS OF THE CONTRACT FOR CONSTRUCTION · Copyrignt 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial The American institute of Architects quotation of its provisions without written permission of the AIA violates the copyright laws of the United 1735 New York Avenue, N.W. States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. Washington, D.C. 2Cx:X~-5292 copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- t0/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 27 method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. ?.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless other~se provided in the Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: .] costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machiner~ and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 additional costs ofsupe~ision and field office personnel directly attributable to the change. 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party Lo disagree and assert a claim in accordance with Article 4- 7.:1.9 When the Owner and Contractor agree with the determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. 7.4 MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME 8.1 DEFINITIONS 8.13 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition, Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to tegal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditlons.aia - 10,'25/2001. AIA License Number 1011670, which expires on 10/31/2002. 28 THIS DOCUMENT H,45 IMPORTANT LEGAL CONSEOUENCE$. CONSUI.TATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING,~A DOCUMENT D401. This document has been approved and endorsed by The A~sociated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 8.]2 The date of commencement of the Work is the date established in the Agreement. 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the C0htract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article n to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall noti~ the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. THIS DOCUMENT HA~ IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40L This document has been approved and endorsed by The Associated General Contractors of America. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending mediation and arbitration, or by other causes which the Architect determines may justi~ delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Paragraph 4~3. 8.3.3 This Paragraph 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. ~19S? AIA® AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 Dy The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright taws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. A[A License Number 1011670, which expires on 10/31/2002. 29 The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-~~. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions fi.om Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. 9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, or &y interim determinations of the Architect, but not yet included in Change Orders. 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or oft' the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored offthe site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received fi.om the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 9.5a. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fi.om the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (~) made exhaustive or continuous on-site inspections to check the quality or quantity of the ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 3O THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING PlA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American institute of Archilects Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the-Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify payment in the ~mount of the Application, the Architect will notify the Contractor and Owner as provided in Subparagraph 9.4a. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part ora Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Subparagraph 3.3.2, because of: .] defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contracton .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. 9.6.3 The Architect gill, on request, fumlsh to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AJA violates the copyright Jaws of the United States and will subject the violate to iegal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted betow. User Document: general conditions.aia -- 1G/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 31 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSUL TA TION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Conlraclors of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American institute of Architects 1735 New York Avenue, N,W. Washinston, D.C. 20006-529 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.8.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Proiect by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9,6.7 Unless the Contractor proviSies the Owner with a payment bond in the full penal sum of the Contract Sum, pa)~ments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. 9.7 FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by arbitration, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such llst does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Hpon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Axchitect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time ~Copyrig~t 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subiect the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aSa -- 10/25/200'I. A[A License Number 1011670, which expires on IO/31/2OO2. 32 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH R£SPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION Of THIS ELECTRONICALLy DRAFTED AdA DOCUMENT MAY BE MADE BY USING AdA DOCUMENT D40L This document has been approved and endorsed by The Associated General Contractors of America. AIA DOCUMENT A20'1 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Clause n.43.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilitias assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the per/od for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architea as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9,9.3 U. nless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT g.lO.l Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.m.2 as precedent to the Contractor's being entitled to final pa)maent have been fulfilled. 9.10.2 Neither final payment nor any remaining retained pementage shall become due until the Contractor submits to the Architect (~) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is curre0t_!y_in.~ffect and will not · Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AJA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subiect the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 33 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document ha~ been approved and endorsed by Th~ A~sociated General Conlraclor$ of America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N,W. Washington, D.C. 20006-5292 be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. Ifa Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnib/the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner ail money that the Owner may be compelled to pay in discharging such lien, inclu~ng all costs and reasonable attorneys' fees. 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arishag from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising ail safety precautions and programs in connection with the performance of the Contract· 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontractors; and other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. }Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, t966, 1967, 1970, 1976, 1987, © 1997 by The Americen Institute of Architects. Fifteenth Edition. Reproduction of the materia[ herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Un tensed photocopying violates U.S. copyright laws and will sub eot the violator to legal prosecution. Th s document was electronically produced with permission of the AIA and can be reproduced in accordance with your cense without violation unti the date of expiration as no ed below. User Document: general condifions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 34 THIS DOCUMENT HA~ IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED DOCUMENT MAY BE MADE BY USING DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors o£ America. AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OFT. HE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2000fi-52~ 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or properly or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for e~cution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to properly referred to in Clauses ~o.2.a.2 and lO.2..i.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 1o.2.a.2 and re.aa.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3a8. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless othenvise designated by the Contractor in writing to the Owner and Architect. 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 10.3 HAZARDOUS MATERIALS 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychiorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the cond/tion to the Owner and Architect in writing. 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7 ·Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substanti,l quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARN NG Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecut on This document was electronically produced with permission of the AIA and can be reproduced in accordance w th your license without violation until the date of expiration as noted below. User Document: 8enerat cond tions.a a - 10/25/2001. AIA L cease Number 101 670, wh ch expires on 10/31/2002. 35 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIEICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED DOCUMENT MAy BE MADE BY USING AIA DOCUMENT D40L This document has been approved and endorsed by The Associated General Contractors of America, AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Subparagraph to.3.t and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itselQ and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. 10.4 The Owner shall not be responsible under Paragraph m.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. 10.6 EMERGENCIES 10.&1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 claims for damages insured by usual personal injury liability coverage; .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 claims for bodily iniury or property damage arising out of completed operations; and · $ claims involving contractual liability insurance applicable to the Contractor's obligations under Paragraph 3a8. ]1.1.2 The insurance required by Subparagraph n.~.~ shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by T~e American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001, AIA License Number 1011670, which expires on 10/31/2002. 36 THIS DOCUMENT HAS IMPORTANT LEGAL CON~EOUENCE5. CONSUL TATION WI TH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED A/A DOCUMENT MAy BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. AmA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue. N.W. Washington, D.C. 20006-5292 maintained without interruption from date of commencement of the Work until date of final payment and termination 0fany coverage required to be maintained after final payment. 11.1.] Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Paragraph tta shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9.m.2. Information cqllceming reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Proiect Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under Clauses ua.t.2 through n.t.~.5. 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability Insurance coverage under Paragraph n.~. 11.4 PROPERTY INSURANCE 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property ~nsurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Proiect at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Paragraph 9.m or until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph u.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project. 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perlls~of fire-(with extended coverage) and ~Copyrigl~t 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1968, 1967, 1970, 1978, 1987, © 1997 by Tt~e American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violatas the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general condirions.aia - 10/2S/2OOI. AIA License Number 1011670, which expires on 10/31/2002. 37 THIS DOCUMENT H,~ IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAy BE MADE BY USING AIA DOCUMENT D401. This document ha~ been approved and endorsed by The Associated General Contractors of America. AIA DOCUMENT 3,201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, anl~ by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. 11.4.1.5 Partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner;, this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. 11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may pumhase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 11.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Pro ect through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all fights in accordance with the terms of Subparagraph n.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. · Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright Jaws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopy ng v olates U.S. copyright laws and will sub eot the violator to legal prosecution. This document was e ectronicalJy produced with permission of the AIA and can be reproduced in accordance with your license without v o ation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/3V2002. 38 THIS DOCUMENT I-lA5 IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY ~ ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICAU. y DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document ha~ been approved and endorsed by The A~sociated General Contractors of America. 01997 AIA~ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. ~ Washington, D.C. 20006-~ 11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Paragraph n.4. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project· Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 3o days' prior written notice has been given to the Contractor· 11.4.7 Waivers of Subrogation. The Owner and Contractor waive all fights against (~) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (a) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subq~ntractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Paragraph n.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's . I · . tN5 DOCUMENT HA~ Ih'IPORTANT LEGAL consultants, separate contractors described in Article 6, If any, and the subcontractors, sub- COI~EOUENCES CONSULTATION WITH AN subcontractors, agents and employees of any of them, by appropriate agreements, written ATTORNEY IS E-~OURAGED WITH RESPECT where legally required for validity, similar waivers each in favor of other parties enumerated to irs COMPLETION OR MODIFICATION. herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A AurHEm'tCArlON OF mis waiver of subrogation shall be effective as to a person or entity even though that person or ELECrRONICalJ.¥O~,qFr£DAIA entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay DOCUMENrIVlAYBE~,'~AD£gYUSINGAIA the insurance premium directly or indirectly, and whether or not the person or entity had an DOCUtVI£gtD401. insurable interest in the property damaged. 11.4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the O,~mer as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Subparagraph ~t.4.m. The Contractor shall pay Subcontractors their iust shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. This document has been approved and endorsed by The Assodated General Contractors of America. 11,4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be as provided in Paragraph 4.6. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7- 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved as provided in Paragraphs 4-5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 11.5 PERFORMANCE BOND AND PAYMENT BOND 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. ~Copyright 1911, 1915, 1918, 1925, 1937, ]951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate Io legal prosecution. WARNING: Unlicensed photocopy ng v o ares U S copyright laws and will subject the violator to legal prosecution. This document was electron ca y produced with permission of the AIA and can be reproduced in accordance with your license without violation unt the date of expiration as noted below. User Documenh general conditions.aia - 10/25/2001. A[A License Number 1011670, which expires on 10/31/2002. 39 AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 2~7~ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy' to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's sen'ices and expenses made necessary thereby, shall be at the Contractor's expense. THIS DOCUMENT HA5 IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION, AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAY BE MADE BY USING DOCUMENT D401. This document h~s been approved and enflors~d by The Associated General Contractors o£ America. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligations under Paragraph 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Subparagraph 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work witkin a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Paragraph 2.4. 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Paragraph z2.=. ~.~_. _~_ .~ 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. rags7 AIA DOCUMENT A201 - 1997 - .- GENERAL CONDITIONS OF THE ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American -Institute of Architecls. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the A A violates the copyright laws of the United States and will subject the violate to legal prosecution WARNING Un tensed photocopying violates U.S. copyright laws and will sub ect the violator to legal prosecut on. Th s document was electronically produced wi?h permission of the AIA and can be reproduced in accordance with your license without violat on unt the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 40 CONTRACT FOR CONSTRUCTION The American institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 12.2.4 The Contractor shall bear the cost of c0rrect~ng destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may l~e sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13.1.1 The Contract shall be governed by the law of the place where the Project is located. 13.2 SUCCESSORS AND ASSIGNS 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Subparagraph 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obllgations under the Contract. 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. 13.3 WRITTEN NOTICE 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Documents and fights and remedies available thereunder shall be in addition to and not a Limitation of duties, obLigations, fights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violale to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2OO2. 41 THIS DOCUMENT HA~ IMPORTANT LEGAL C0/~EOUENCF~. CONSUL TA rION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AdA DOCUMENT MAy BE MADE BY USING AdA DOCUMENT D401. This document has been approved and endorsed by The Associated General AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 13.5 TEST5 AND INSPECTIONS FI.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Umless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until afler bids are received or negotiations concluded. ~ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph ~3.5a, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Subparagraph 13.5.3, shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. THIS DOCUMENT HA~ IMPORTANT LEGAL CONS£OU£NCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAY BE MADE BY USING DOCUMENT D401. This document ~s been approved and endorsed by The Associated General Contractors of America. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherw/se required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 INTEREST 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the Owner and Contractor: .1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial I Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to mn and any alleged cause of AIA DOCUMENT A201 - 1997 ....... GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ;~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial The American Institute of Architects quotation of its provisions without written permission of the AIA violates the copyright laws of the United 1735 New York Avenue, N.W. 5taLes and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. Washington, D.C. 20006-5292 copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date ol~ expiration as noted below. User Document: general conditions.aJa -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 42 .3 action shall be deemed to have accrued in an)' and all events not later than the date of issuance of the final Certificate for Payment; and After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Paragraph 3-5, the date of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, w~ichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 3o THIS DOCUMENT HAS IMPORTANT LEGAL consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-CONS£OUENCES. CONSULTATIONWITHAt~ subcontractor or their agents or employees or any other persons or entities performing portions ATTORNEy IS ENCOURAGED WITH RESPECT of the Work under direct or indirect contract with the Contractor, for any of the following TOITSCOMPLETIONORMODIFICATION. reasons: AUTHENTICATION OF THIS .1 issuance of an order of a court or other public authority having jurisdiction EL~CTRONICALLYDRA~TEDAIA which requires all Work to be stopped; OOCUMENT MAy B£ MADE BY USING AIA .2 an act of government, such as a declaration of national emergency which requires DOCUM£NT D401. all Work to be stopped; this document has been approved and .3 because the Architect has not issued a Certificate for Payment and has not endorsed bg The Associated General notified the Contractor of the reason for withholding certification as provided in Contractors el America. Subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1. 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Paragraph ~4.3 constitute in the aggregate more than leo percent of the total number of days scheduled for completion, or 12o days in any 365-day period, whichever is less. 14.1.3 If one of the reasons described in Subparagraph 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. 14.1.4 If the Work is stopped for a period of 6o consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Subparagraph 14.~.3. '" 14.2 TERMINATION BY THE OWNER FOR CAUSE ]4.2.] The Owner may terminate the Contract if the Contractor: ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the materia] herein or substantial quotation of its provisions without written permission of the AIA vio{ates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia - 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 43 01997 AIA~ AIA DOCUMENT A201 - ]997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5? .1 persistently or repeatedly refiases or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having iurisdiction; or .4 otherwise is guilty of substantial breach of' a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify g~ch action, may without prejudice to any other fights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .l take possession of the site and of ali materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contraaor a detailed accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Subparagraph ]4.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. ]4.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall: .1 cease operations as directed by the Owner in the notice; ~Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 Dy The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the A[A and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2OO1. AIA License Number 1011670, which expires on 10/31/2002. 44 THIS DOCUMENT HAg IMPORTANT LEGAL CONEEOUENCES. CON3ULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. (; 1997 AtA~ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 .2 take actions necessary, or that the Owner ma), direct, for the protection and preservation of the Work; and .3 except ['or Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSUL TATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODI?ICATION. AUTHENTICATION OF THIS ELECTRONICALLy DRA,rTED AIA DOCUMENT MAY BE MADE BY USING AJA DOCUMENT D401. This document has been approved and endorsed by The Associated General Contractors of America. AIA DOCUMENT A201 - 1997 ......... GENERAL CONDITIONS OF THE ~Copyright 191t, 1915, 1918, 1925, 1937, 195~, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, © 1997 by The CONTRACT FOR CONSTRUCTION American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial The American institute of Architects quotation of its provisions without written permission of the AIA violates the copyriBht laws of the United ]735 New York Avenue, N.W. 5tares and wile subject the violate to legal prosecution WARNING: Unlicensed photocopying violates U.S. WashinBton, D.C. 20OO6-5292 //'~ copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: general conditions.aia -- 10/25/2001. AIA License Number 1011670, which expires on 10/31/2002. 45 ¢~ 1991 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20OO6-5292. AIA AIA121/CMC AND AGC DOCUMENT 565 - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1991 EDITION - AIA® - AGC - © ,[[991 - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, 1957 E STREET, N.W., WASHINGTON, D.C., 20006-5209. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violai'ion until the date of expiration as noted below. User Document: contract.aia - 10/25/200]. AIA License Number 10'[1670, which expires on 10/31/2002. Electronic Format A121/CMc-1991