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1998-046 Architect Agreement w/Boruff for CClub Renovations• RESOLUTION NO. 46-98 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO AN AGREEMENT WITH STEPHEN L. BORUFF, AIA, ARCHITECTS + PLANNERS, INC. ATTACHED AS EXHIBIT "A", WHICH AGREEMENT IS TO SECURE THE SERVICES OF AN ARCHITECT FOR THE ADDITIONS AND RENOVATIONS.OF NORTH PALM BEACH COUNTRY CLUB; AND, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, u FLORIDA: Section 1 • The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services attached as Exhibit "A", which agreement is for the purpose of securing the services of an architect for the additions and renovations of North Palm Beach Country Club. Section 2• The Mayor and Village Clerk are hereby authorized and directed to execute the agreement with Stephen L. Boruff, AIA, Architects + Planners, Inc., set forth in Exhibit "A" for and on behalf of the Village of North Palm Beach. Section 3. This Resolution shall take effect immediately upon its adoption. • PASSED AND ADOPTED THIS 8th DAY OF October 1998 U (VILLAGE SEAL) ATTEST: C~/~~ VILLAGE CLERK • • Stepben L. Boruff, AIA Architects + planners, Inc. Exhibit :\ -Opinion of Probable Construction Cost anti Fee Proposal North Palm Beach Country Club Renovations Renovation Area Area S/SF Cost Total Estimated Probable Construction Cost (based on Omni Interiors) S 4 F[trnishings 10.000 180.000 ArchitecUEngineer FL~ed Basic Services Cost (8:20% x .65 x S410.000) S 21 980 Additional Services: . Dleasure<1 Drawing of Existing Buildings Interior Design 500 6,000 Total A/S rM/E/p Professional Services (B141 Basic Services) S 28,480 Struct MPE Phase Billing Arch Total Schematic 100 Design Development Crnrstruction Documents 75% Biclcling 5% S 21,360 Construction 20% 1,420 Total 100% 5.695 S 28,480 Estimated Reimbttrsables: Printing Spccil'ications ~ 6.i0 Po: tape, Delivery and Telephone 300 Total Estimated Reimbursable Expenses compensated at 1 1 times co t ~0 . s . Total A/E Cost S 1.100 S 29,b80 Probable Impact Fees: Traffic, Sewer Water , 1bta1 Probable Construction and Soft Costs 0 S619,580 Authorized Additional Services of Architect are compensated at 3 0 time DPE :\dditional Services of Consultants are compensated . at 1.20 times Consultant's invoice. Proposed Schedule S[arting Date Days Date Construction Documents 10/08/98 PermittingBidcling/Award ~ 12/08/98 Construction: Demolition, New Construction, Renovation 60 90 2/08/99 5/08/99 Total Project Period 210 Accepted By: Date: vntarT or casr~uct tv nocer 1 (6w R~r~rw SiOu) STATE OF FLORIDA, DEPARTMEivT OF GENERAL SERVICES DMSION OF BUILDING CONSTRUCTION FEF. SCHEDULE FOR ARCHITECNRAL AND ENGL~iEHRL'~1G SERVICES COHGTRUCTION BUDGET TETtS Cr T1ip~ryp Hl1NOflEDS OF 7HDVSAN06 M4IJONS t z S L S A 7 O 0 f f t t S A) A O ~ 7 t c e A 1 6 0 t svs: TT1• fe• cutest shown on the reverse side were aooptetl try the Dfvisipn Or Bvikling COnstruulon DeParttmerti d General v, t 969 and an for arcnnoaury and emgutevmry design, adde,g and cortstn.ction semcvs. indvdvg normal consupern semces, fee arves are used oy as a gage as stated n Rule tJDS. Ffontla AtlmlNStrawe Cody, wM the aattal toys )usufied by tM arcrotea .rv~es°°r svomptutg a detaseo Proposal .n aeeoroance wan guidvlinvs of the Division d Bulldmg Construction, Daparvnvrrt d General idiional Sorvir~s; Additional s•rvie•s ar• hoe inelvd•d wahin th• fN curves. AtldaiOnal servlCe3 Inclutl0 Ovir•d q M• prplep m,o ve bP•caar tnos• a•nrie•s fumbn•d one may ~ special COr'SUpar'as id Arc .t•cl-Engineer used Dy tM Onris.on of Su~ltling Donstruaron. Adtlwo~rxl aerv'~oas kmost commony auttwnadve bean xe )bw. ROUP DEFINIT10N5: • CONSIDERABLY MORE THAN AVERAG= COMPLEXITY omp+¢x laboratories. COmDIe7c MOCfital Hospitals 1• .MORE T}1AN AVERAGE COMPLEXITY vv2ge Laboratories, Merttal Hosppals, Simple Medical Hospitals. CliniCa, Court Houses, TTWatros. ' urpose Clusrpoms, laboratory Classrooms, libranvs, AuQxorkxrv. Museums, Air Terminals, Food Se~~a plp~ ~ Buildings, Spvcal teas, Detorttion.Trvatmem Areas. R noes pedal'¢ed Deleruion ,: • REDAIRS AND RENOVATION Misglbneovs ePairt artd genpy~~ Meratiorts to OMke Space a DOrmilory Space. Ftre Code Cdroctive Work Y • AVERAGE COMPLEXITY • LESS THAN AVERAGE COeMPIEXlTY natal TeacAing Space, Oym'tft3eiuma, General Detemlon L)ving FaDA'ides. Factory 8uik}tngs Apartrrorn Buadings, pormpory Buildv+gs, Service Garages, Stadiums, Repe6Wa Design FaCOAies, Olllce Buikl'ctgsWalt Untleflned Imergr space (open for fattr panhbning), SpeGal¢ed PaAcUlp Stn>ettxes ` • CONSIDERABLY rSSS THAN AVERAGE COMPLEXTY i • ENGINEERING S~ ES u~ ages. StOriQv Fadlilias . DDrt10NAl SERVICES/E)CPENSES: r w roaowing services era considered Adtlxional to Basic Services and era rql Inautlstl wxhin the gesic fee fepreserxetl try the tee Curves: • FeastbGay Studros/Anays% FacWly Programming • Vakre Analyses Doeumeras Pn pared tor • MaS;er Pknning Soes tm•st;gaaons/R•pone . • Altetnate Bkts Ret>wsted ey Owrwr Surveys . Topog ~ Glitt9e Oroers Vp ~ Contraets ~~ F;9t d Etdsting Faa'Iities Recap Docurt~rlts Protoftpvd Opntyuotbh Canraet Analyses • ~ alyse3 (FLEET) ~ ~~eS ~ • ~^' Em4prveyrnal AaseesflteMS .Project ReProsengtion pufin9 • 7rofftc Analyses Constnrctkxt B syortd •Petlodle • • Stomn,ater Management Psrtnixi Ernironmerttal5tro P ~ ~• • Atldaiatal Coltstruaion COntilict • TheateyACOUStical t up~~pn Adminfsaation SeMCBS fot Muti~le Casrads • . Food Service ConsupMiPn Lantlscape COrtsuttatipn Post Occvpyxy InslgK~ ' tt~~ a.~ • ~~((~~ Interior DesigNFtunrsttirtg P • Renderings/MOtlels ~, Site Ot ComWexitY krascaDkr4rAnscapi^9 Oetaiied Cost Estimates Revisbns tp Pr~+tN Approved • ~ Lire Cycb Cost Analyses D~ ..RelrntxptatNe Expersses v e:vnditures made DY the An:nksa-Engineer in the Merest d the prgea and aS d ortstrualon •FOrm d Agreemern Between Owner and Nohaea•E e1Vretl In Mich S.t d tM DivWOn Ot Beading rgineer• 1 9 9 7 E D I T I O N • AIA DOCUMENT 8141-1997 Standard Form of Agreement Between Owner and Architect with Standard Form of Architects Services AGREEMENT madeasofthe in the vrar (In words. indicate day, month and year/ BETWEEN the Architect's client identifted as the Owner: (.\'ame, addre;r and other information) The Village of North Palm Beach 501 US Highway One North palm Beach, Florida 33408 and the Architect: (.\'ame, address and other information) Stephen L. Poruff, AIA Architects + Planners, Inc, 701 Northpoint Parkway, Slane 210 Asst Palm Beach, Florida 33407 For the following Project: (Include detailed description of project) TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.1 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION This document has impor;ant day of legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Additions and renovations to the existing North Palm Country Club Clubhouse to ino3rporate design elements by Omni Interiors, Inc. Project includes deTrolition; partitions; interior finishes; architectural millwork casework; plumbing fixtures; HVAC and electrical. The Owner and Architect agree as follows. Beach generated new ~tT= and ~`r'~1,/~~ ~~ i ..~ ~~~. ;M:= Copyright 1917, 1926, 1918, 1991, 1997, t956, 1961, 1967, 1966, 1967, 1970, 1974, 1977, 1981, OI997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without wrinen permission of the AIA violates the copyright laws of the United Stares and will subject the valator so legal prosecu• lion. wwAnrnc: unikansad phosocopying vb4HS U3. copyrlght laws and wlg subJact rM vlotaror b Mgal prosacWbn. O r991 AIA® AIA DOCUMENT !141.1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 • ARTICLE 1.1 INITIAL INFORMATION Tt.l This Agreement is haled on the following information and assumptions. r.Vntr der di?po?itinn kn rhr rnllmrine item? Irv inx•rting rhr rrqurshd in(rnrnatinn or a ttatrntrnt Arih a? "rmt upplicrtblc" "unbmwn at trrnr rr(rarcution"ur"ro Ire determined later try mutual agrrrntrrn."1 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: !ldrntifv or describe, if apprnpriutr. prnpo?rd use or goah.l ~y~wberer rrodifications to the existing golf clubhouse to expand ~ iy" TtpJrtber' services and better. utilize space. 1.1.2.2 The physical parameters are: (ldentifv or describe, if appropriate, tiu, ki-ation. dimrntions, or Other pertinCnt information, such as grotethniral rrpons about rhr titer) The physical pararreters cf ittprotre~rertt incorporate the existing golf clubhouse facility and the swimming pool facility. 1.7.23 The Owner's Program is: (Jdentify dacumentotion or state the manner in which the program "•ill be drsYloptd.) The architectural space program and schematic design was developed by Om1i Interiors, Inc. 1.1.2.E The legal parameters are: (Identify pertinent legal information, including, if appropriate, land tunKys and legal descriptions and restrictions of the site.) The clubhouse is located oEl the existing North Palm Beach Country Club in North palm Beach, Florida. 1.1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: See attached F~d>.ibit "A" -Opinion Of Probable Construction Cost and Fee Proposal. .: Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: See attached FSChibit "A" -Opinion Of Probable Construction Cost and Fee Proposal. t.t.2.6 The rime parameters are: !Identify, if appropriate, milestone dates, durations or fart track rtheduling.) See attached Exhibit "A" -Opinion of Probable Construction Cost and Fee Proposal. 7.1.2.7 The proposed procurement or delivery method for the Project is: (Jdenti(y method such at competitive bid. negotiated commi4 or [onstrurtion managrmrnr.l CoTlg2etitive bid to licensed General Contractors in the Ilj~ State of Florida. 1.t.2.a Other parameters are: c. a° Ndrnh(v special rharanrristirs or nerds of the project such os energy, tnrironntrnlol or historic prrsenution °°~°° rrquirtmrnl?J N/A O t!!r AIAO AIA DOCUMENT ~U1-1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New Vork Avenue, N.W. ® Washington, D.C. 20006-5797 1.1.3 PROJECT TEAM • 1.1.3.1 Thr ON•ncr's Designated Repnsrntotivr is: ~ Liss nanrc. address mld ulltir in(onnation.l Mr. TtanT Hogarth, Public Services Director Village of North Palm Beach 645 Prosperity Farms l>r7ad North Palm Beach, Florida 33408 1.13.2 The persons or entities, in addition to the Owner's Designated Representative, w•ho are required to review the Architect's submittals to the ON•ner are: l Lis! name. address and other in~mnasirnl.l Mr. Dennis Kelly, Village Manager Village of North Palm Beach 501 US Highway One North Palm Beach, Fl.oric~i 33408 1.1.3.3 The Owner's other consultants and contractors are: (Liss discipline and, if knos.•n, identifv them I'Y name and address.) terlOYS, InC. ~ ~~~ 618 US iii Jwa North Palm Beach, Flor=da .. 1.13.4 The Architeci s Designated Representative is: f Liss name, address and ocher information.) Mr. Philip F. Lt2chrter, Architect 701 Norl-hpoint Parkway, Suite 210 West Palm Heath, Florida 33907 1.t.3.s The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address.) DSec.~.anical Engineer Electrical Engineer Structural E:tgirteer interior Designer 1.1.I Other important initial information is: Cttvti Interiors, Inc. II~~ l.t.s \\'hen the services under this Agreement include contract administration sen•ices, the General Conditions of the Contract for Construction shall be the edition of AIA Document AzoJ o, a° current as of the date of this Agreement, or as follows: °°o . QIf97 AIAQ AIA DOCUMENT aH1-1997 1.1.6 The information contained in this Article t.t maybe reasonably relied upOx,by the Owner STANDARD FORM and Architect in determining the Architect's compensation. Both parties, however: recognize that AGREEMENT such information may change and, in that event, the Owner and the Architect shall negotiate TM American Institute appropriate adjustments in schedule, compensation and Change in Services in accordance with ut Architects paragraph s. i.3. 1735 New Vork Avenue, N.W. Washington, D.C. 20006-5797 WARNING Unikansad pMrocopylrlg vb4las U.S. copyright 4ws and w@ subfact IM vb4lor b Mgal ptmaculbn. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES • 1.2.1 Thr thvnrr and the Architect shall cooperate with one another to fulfil! their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of lhr Project tram. 1.2.2 OWNER 1.2.2.1 Unless othrnvisr provided under this Agreement, the Owner shall provide fop information in a timely manner regarding requirrmrnU for and limitations on lhr Project. Thr Owner shall furnish to the Anhitrct. within t> days after receipt of a written request, information necrssarv and relevant for the Architect to evaluate, give notice of or enforce lien rights. 1.2.2.2 Thr Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of the Mork. Thr Uwnrr shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the work, or contingencies included in the overall budget or a portion of the budget, without the agreement of the ,architect to a corrzsponding change in the Project scope and quality. 1.2.2.3 Thr Owner's Designated Representative identified in Paragraph 1.1.3 shall bt authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owners Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 1.2.2.4 Thr Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Architect to furnish them az a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project. 1.2.2.5 Unless otherwise provided in this ,agreement, the Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.5 Thr O~.•nrr shall furnish all legal, insurance and accounting services, including auditing srrvixs, that may br reasonably necessary at any time for the Projrtt to meet the Owner's nerds and interesli. 1.2.2.7 Thr Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the ArchiteU's Instruments of Service. 1.2.3 ARCHITECT 1.2.3.1 The sen•ices performed by the Architect, Architect's employers and Architect's consultants shall be as enumerated in Article 1.4. 1.2.3.2 Thr Architect's services shall be performed as expeditiously as is consistent with professional skill and cart and the ordrrh• progress of the Project. Thr Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall br consistent with the time periods established in Subparagraph 1.t.z.6 and which shall br adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's conwltants, and for • approval of submissions by authorities having jurisdiction over the Projrtt. Time limits established by this xhrdulr approved by the Osvner shall not, except for reasonable cause, be exceeded by the Architrtt or Owner. o Ilij o °oo~oo° O 1197 AIAO AIA DOCUMENT 1141-1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New Vork Avenue. N.W Washington, O.C. 20006-5292 wnAnmc. Vniktmtad phorocopying rb4tu U3. copyright 4wt ud w111 wbl«t tM vb4ror ro Iqd pe+a<utbn. 1.2.3.3 Thr Architrct ; Dr;ignatrd Reprr;rnWtivr idenlitird in Paragraph 1.1.} ;hall be authorized to act on lhr Architects behalf with respect to the Project. t.2.3.a Thr Architrct shall maintain the wntidrntialin• of information specifcally designated a; contdential by the Owner, unltss withholding such information would violate the la1v. crcatr the risk of significant harm W the public or prevent the Architrct from establishing a claim or defense in an adjudicatory proceeding. Thr Architrct shall require of the Architrci s con>ultanU similar agreemenU to maintain the confidentiality ofinformation specifically designated as confidential by the Owner. 1.2.3.5 Except with the O.vnrr's knowledge and consent, the Architrct shall not engage in any activity, or aszpt any employment, interest or contribution that would reaionabl}' appear to compromise the Architects professional judgment with rrsprcl to this Projrct. 1.2.3.6 The Architect shall review Taws, codes, and regulations applicable to the Architrctb services. Thr Architrct shall respond in the design of the Projrct to requirements imposed by governmental authorities having jurisdiction over the ProjrU. 1.2.3.7 Thr Architrct shall be entitled to rely on the accuracy and completeness of sen•ices and information furnished by the Owner. The Architrct shall provide prompt written notice to the Uvner if the Architrct becomes aware of any errors, omissions or inconsistrncies in such srn•ices or information. ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 Thr Cost of thz \York shall be the total cost or, to the extent the Projrct is not completed, the estimated cost to the Owner of all elements of the Projrct designed or specified by the Architect. 1.3.1.2 Thr Cost of the ~~ork shall include the cost at current market rates of labor and matrriah furnished by the Ow•nrr and equipment designed, specified, selected or sprcialh• provided for by the Architrct, including the costs of management or supervision of construction or inswllation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allos.•ancr for contingencies shall br included for market conditions at the time of bidding and for changes in the ~~ork. 1.3.1.3 Thr Cost of the «ork does not include the comprnsalion of the Architrct and the Architect's consultants, the costs of the land, rights-of-~vay and financing or other costs that are the rrsponsibilih• of the Owner. 1.3.2 INSTRUMENTS OF SERVICE Iljj 1.3.2.1 Drawings, specifications and other documrnU, including those in electronic form, prepared by the Architrct and the Architects consultants arc Instruments of Srn•ice for use wir- e. o h• with rcspret to this Projrct. Thr Architect and the Architects wnsulWnts shall be deemed the °co•~•oo° authors and ownrn of their respr~titr Instrumrnu of Suvia and shall retain all common law, c~ statutory and other reserved rights, including copyrighu. 0199] AIAO AIA DOCUMENT aH1-1997 13'2'2 Upon execution of this Agreement, the Architrct grants lU the Owner a nU17rXclUSh'r • STANDARD FORM AGREEMENT license to reproduce the Architretb Instruments of $en•ice solely for purposes of constructing, wing and maintaining the Projrct, provided that the Owner shall cumpk with all obligations, The American Institute including prompt payment of all soots svhrn due, under this Agreement. The .Architrct shall of Architects 1735 New VOrk Avenue, N.W. Washington, D.C. 20006-5292 WARNING' Unikamad eMroeeovlna vblxu US. eeevnahr 6a.. and x111 wbi.ce nu rY,1am. m Lad ero..cmte,,. obtain similar n~mesclusivr licenses from the Archityct•s consultanu consistent with this • Agreement. Am'trrminatiun of this Agrermrnt prior to completion of the Project shall tarminare this licemr. llpon such termination, the Usvnrr shall rc&ain from making furthyr reproductions of Instruments of Jervice and shall return to the Architect within stven days of trrminatiun all originals and reproductions in the Owner's pussy>siun ur control. If and upon the date thy Architect is adjudged in default of this Agrermrnt. the foregoing licrnsr shall br deemed terminated and replaced by a second. nunrsdusi.'y licynir permitting the Owner to authorize other similarly crrdentialyd design professionals to reproduu and, whyrr permitted by law•. to make changes. corrections or additions to the [nstrumynts of Syrvice soltly for purposrsJOf completing, using and maintaining the Project. ,~ 1.3.2.3 Escrpt for the licenses granted in Subparagraph 1.3.1.2, no other licrnsr or right shall be deemed granted ur implied under this agreymynt. Thr Owner shall not assign, delygatr, sublicense, plydgy or othynvise transfer am• licrnsr granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitled to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce applicably portions of the isrtrumynts of Syn•icr appropriate to and for use in their esrcution of thy York by license granted in Subparagraph 1.3.1.1. Submission or distribution of [nstrumynts of Service to myet official regulatory requirements or for similar purposes in conneuion with the Project is nut to br construed as publication in derogation of thy reserved rights of thy Architect and the architect's consultants. Thr Owner shall not use the Instruments of Srn•ice for future additions or alterations to this Project or for other projycts, unless the Owner obtains the prior written agreyment of the architect and the architect's consultants. Anv unauthorized use of the Instruments of Sen•ice shall br at the Owner's sole risk and without liability to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Archityu providing to the Owner any [nstrumynts of Srn•icr in electronic form or the Owner providing to the architect any elyctronic data for incorporation into the [nstrumynts of Service, thy Owner and the Architect shall by separate written agreymynt set forth the specific conditions governing the format of such [nstrumynts of Service or elyctronic data, including am• spycial limitations or licenses not othynvise provided in this agreymynt. 1.3.3 CNANGE IN SERVICES 1.39.1 Change in Services of the Architect including services required of thy architects consultants, may be accomplished after esycution of this Agreement, ~.•ithout invalidating the Agrermrnt, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the architects sen•icys are affyctrd as described in Subparagraph 1.3.3.2. In the absence of mutual agreemynt in writing, the architect shall notify the Owner prior to providing such services. If the Ow•nyr dyrms that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the architect, and the Architect shall ha.•e no obligation to provide those syrvicrs. Escrpt for a change due to the fault of the Architect, Changy in Srn•ices of the Architect shall entitle the Architect to an adjustment in compensation pursuant to Paragraph t.5 ±, and to am• Frimbursably Esprnses described in Subparagraph 1.3.9.1 and Paragraph Li.;. 1.3.3.2 If any of the following circumstances affect the Architects services fur the Projec6 the Architect shall be entitled to an appropriate adjustment in lhr Architect's schedule and compensation: t change in the instructions ur approvals givyn by thy Owner that necessitate rrvision5 in Instruments of Sen•icy; : ynactmynt ur revision of codes, laws or rygulations or official inlrrprrtations which i necessitate thangrs to perviously prepared Instruments of Srrvia; WAANINC' Un1XmwApaongaprfna rbraHi Vi. cOQrfl8h1 NM and will fYl1fKI rIN YbglOr ro Meal PralacYrroa. c Ilj~ c °opOo° 01991 AlAO AIA DOCUMENT !141.1997 STANDARD FORM AGREEMENT The American Insr~r~re of Architects 1135 New York Avenue, N.W. Washington, D.C. 200065191 ~ decisions of the Owner not rendered in a timely manner. . .~ significant change in the Prulecl including, but nut limited to. iizr. quality. cumplrxit.~. the Owner's xhedule or budget, or procurement method: s failure of performance on the part of the Owner or the Owner's consultant; or contractors: s preparation For and attendance at a public hearing, a dispute rewlu!ion pnxeeding or a legal proceeding except svherc the Architect iS parn~ thereto: .r change in the information contained in Article Ll. t.t Any claim, dispute or other matter in question arising out of or related to this Agreement be subject to mediation as a condition precedent to arbitration or the institution of Irgal iW r proceedings M• either party. if such matter relates to or is the subject of a lien arisin¢ ut the , chitects sen•ices, the Architect may proceed in acoordance with applicable to aph• a•i the lien notice or filing deadlines prior to resolution of the matter by med tion or 4.2 The Owne and Architect shall endeavor to resol.•e claims, disputrs and er matters in estion between th b}• mediation which, unless the parties mutualh• egret envise, shall be accordance with t Construction Industry hediation Rules of the erican Arbitration satiation currently in ect. Request for mediation shall be filed in writi with the other party this Agreement and a•i the American Arbitration Association. Th request may be made acurrently with the filing f a demand for arbitration but, ins event, mediation shall >ceed in advance of arbitratio or legal or equitable proceedings, ich shall be stayed pending ediation for a period of 6o dap from the date of filing, unle sta}•rd For a longer period by )cement of the parties or court or r. 1.3 The parties shall share the media is fee and any ing fees equally. The mediation shall held in the place where the Project is loc ed, unless other location is mutually agreed upon. )cements reached in mediation shall bee forces r as settlement agreements in any court +•ing jurisdiction thereof. .3.5 ARBITRATION .3.5.1 Any claim, dispute or other matter i question icing out of or related to this Agreemrnt hall be subject to arbitration. Prior to arb' ation, the par 'es shall endeavor to resolve disputes by ediation in accordance with Paragrap 1.3..t. .3.5.7 Claims, disputrs and other alters in question between t parties that are not rcsoh~ed by ediation shall be decided by ar ration which, unless the parties utualh• agree otherwise, shall e in aaordance with the Co truction [ndwtry Arbitration Rules the American Arbitration ssociation currently in eff .The demand for arbitration shall be file 'n writing with the other arty to this Agreement d with the American Arbitration Asses iation . II~~ ,3,9.3 A demand fo arbitration shall be made within a reasonable time aflr he claim, disputt o, ~ r othrr.mattrr in estion has arisen. In no event shall the demand Furarbitratir he made after ~o•~•oo hr date when i titution of legal or equitable pea eedings based on such claim, dl use or other . ~ after in que Ion would bt barred by the applicable statute of limitations. 0199) AIAO AIA DOCUMENT 6141•t997 '3'5'4 I\ arbitration arising out of or relating to this Agreement shall include by a+nw anon STANDARD FORM AGREEMENT , r join er or in am~ other manner, an additional person or entity nut a party to this Agree nt. < see by written consent containing a specific reference to this Agreement and signed b.• t r The American Institute race, Architrd, and any other person or entih• sought to bt joined. Consent to arbitration of Architects 17 k 35 New Yor Avenue, N.W Washington, O.C. 20006-5292 wMNmG: Vnikmaad ptpto<opying )blares U.S. <opyrlgbl laws and will tubiact IM rb4ror ro bgd prose<utbn. u or utnrr matter in question nut described in the written consent or wit a per~nwt--oorr • entity nut nan rscribrd therein. Thr Foregoing agreement to arbitrate a agt~eaments to arbitrate ~. ith an addnw rsun or entity duly consented artits to this Agreement .hall hr sprciticallp enforceable in aaun - vilh a t a.v in any court having jurisdiction thercoF. 1.3.5.5 Thr a.v reed by the arbitrator or arbitrators shall bt final an nt may bt r pon it in accordance with annliwbh law in any court havino I„A<,i;~•r;.... ,ti...,... 1.3.6 CLAIMS FOR CONSEOVENTIAL DAMAGES Thr Architect and the O.vnrr saint consequential damages for claims, disputes or other matters in question arising out of ur slating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to tither party's termination in accordance with [ aragraph 1.3.3. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agrtemrnt shall be gos•trnrd by the law of the principal place of business of the Architect, unless othtnvise provided in Paragraph I../.a. 1.3.7.1 Terms in this Agreement shall have tht.same meaning as those in the edition of AIA Document .mot, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.3.7.3 Causes of action betsvern the parties to this Agreement pertaining to acts or failures to act shall br deemed to have accrued and the applicable statutes of limitations shall commence to run nut later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the dart of issuance of the Rnal Certificate for Payment for acts or Failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are subs W ntial ly comphttd. T3.7.~ To the extent damages as covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agrnU and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document Aaot. General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against tithe tht Owner or Architect. 1.3.7.6 Unless othtnvist provided in this Agreemenbtfie Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or rspusurr of persons ~ hazardous materials or toxic subsWncrs in any form at the-,rpjrct site. ~• ~ 1.3.7.7 Tlit Architect shall have the right to include photographic or artistic rtpresenWtions of Art design of the Project among the Architect's promotional and professional materials. The Architect • shall br given rraionablr access to the completed Project to make such reprtstntations. However, thz Architects materials shall not include the Owner's confidential or proprietary information if `~ the Owner has prrs•iuwh• advised the Architect in writing of the specific information eonsidt~ed by the Owner to br amfidrntial or proprietary. Tht Owner shall provide professional credit for the Architect in the Owner's promotional materials fur lhr Project. o llll a o. o °E~ O Iff/ AIAO AIA DOCUMENT a141-1997 STANDARD FORM AGREEMENT the American Insrirme of Architects 1735 New York Avenue, N.W Washington, O.C. 100065191 WARNING.- V„IK<„1<Q VhorxaPTlna YlOtirll U.S. COPYrIghr UWf !nA WIa IIIUJKr rM VWIarO! IO Iegfl prpfKYfI0r1. 1 .~ . t.3.Z8 If tha Owner rrqursu the Architrct to esrcutr certiflcatr;. the «I o; ~ t r r rd lanyuagr of suit' • certiti;atrs shall br submitted W the Architrct for revirL• at bast r~ days prior to the rcqueseed dates of estcution. Thr architect shall not br required to execute cerliti;atr; that would require Rnuwlydgr.;rrvices or responsibilitit; beyond the scope of chi; Agrermrnt. 1.3.7.9 Thr Owner and Architrct, rr;prctivrly, bind themsrl.'rs, their partner;. ;uc;e;;urs. a;;ign; and Irgal rrprcsrnwtivrs to the other party to this Agrermrnt and to the partnrn, succr;wrs, ..}-• ~-_'Sssigns•and Irgal reprcsenwtivrs of such other party with respect to all covenants uF chi; Agreement. Aeithrr the Owner nor the architect shall assign this Agrermrnt without the writl~i consent of the other, except that the Owner may assign this Agrermrnt to an institutional Irndrr providing financing for the Project. In such event, the Irndrr shall assume the O.vnrr's rights and obligations under this Agreement. The Architrct shall execute all consenu rra;onably rrquirrd to facilitate such assignment. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architrct in accordance with this Agrermrnt, such failure shall be considered substantial nonperformance and cause for termination or, at the architect's option, cause for suspension of performance of srn•ices under chit Agreement. If thz Architeu elects to suspend sen•ices, prior to suspension of sen•ices, the Architrct shall give seven days' written notice to the Owner, In the event of a suspension of services, the Architrct shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architrct shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. Thr Architect's fens for the remaining services and the time schedules shall br equiWbly adjusted. 1.3.8.2 [f the Project is suspended by the Owner for more than 3o consecutive days, the Architrct shall be compensated for services performed prior to notice of such suspension. When lhr Project is resumed, the Architrct shall be compensated for expenses incurred in the interruption and resumption of the Architzu's sen•ices. The Architect's fees for the remaining srn•ices and the time schedules shall br equitably adjusted. Iljj ~ o o. o o~~o OI991 AIA® AIA DOCUMENT 8U1-1997 STANDARD FORM AGREEMENT The American Institute of Archirecrs 1735 New Vork Avenue, N.W. Washington, O.C. 70006.5297 1.3.8.3 If the Projut is suspended or the Architect's sm•icrs are susprndrd for more than 90 consecutive days, the Architrct may terminate this Agrremrnt by giving not Its; than seven days' written notice. t.3.a.4 This Agreement maybe terminated by either party upon not Irss than seven days' written notice should the other party fail substantially to perform in accordance with the terms of chi; Agrremrnt through no fault of the party initiating the termination. 1.3.8.5 This Agrermrnt may be terminated by the Owner upon not less than seven days' written notice to the Architrct for the Owner's eom~enirncr and without cause. whether or 1.3.8.6 In the event of trrminationVttot the fault of the Architrct, the Architrct shall br comprn;atrd fur srrvicei performed prior to termination, Wgethrr with Rrimbunablr Expenses then due. _ include esprnsrs prn;ated,plusan Architrct is nut othrnvisr it valor of the srn•ices nut WARNING: Unikmfad Ohere[epylnp rblapr U.S. eepyrl~M 6wr and w111 wbtKt ~M rb4wr Io It;a1 pravfv0on. 1.3.9 PAYMENTS TO THE ARCHITECT • 1.3.9.1 I'avmrnt; on axount of srnicri rendered and For Reimbursable Espensrs incurred shall br made monthly upon prcirntation otthr Architect's statement of sen•icrs. `o deductions shall h• made from the Architec:'s compensation on account of penalty, liquidated damages or other wnu ~. ithhrld from pacmrnts to contractors, or on account of the cost of changes in the Mork other than those fur which the Architect has been adjudged to br liable. 1.3.9.2 Reimbursable Expenses arc in addition to compensation For the Architect's services and ~includr expenses incurred by the Architect and ArchilecCs tmployees and consultants directly rrlatrd to the Project, as idrntitied in the following Clauses: O,vner Countyy I Vauthhorized out-ofiavre~ frayrl and subsistence, and electronic communications; a fens paid for securing approval of authorities having jurisdiction over the Project; a rrproductions,.elat4, standard form documrnLS, postage, handling and delivery of Instruments of Srn•icr: -kkrr-9..w+r; .s renderings, models and mock-ups requested by the Owner; s expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carrizd by the Architect and the Architect's consultants; 7 reimbursable expenses as designated in Paragraph 1.5.5; s other similar direct Project-related expenditures. 1.3.9.3 Frcordi of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be a. astable to the Owner or the Owner's authorized representative at mutually com~enirnt times. 1.3.9.4 Dirrcl Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and brnefiU rrlatrd thereto, such as employment taxes and other statutory employee benefits, insurance, sick lease, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS ANO CONDITIONS t.4.t Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement behveen the Owner and the Architect and supersedes all prior negotiations. rrpresrntatitins or agreements, either written or oral. This Agreement may be amendzd only by .critten initrumrnt signed by both Owner and Architect. This Agreement comprises the documents listed brlo~.•. 1.4.1.1 Swndard Form of Agrrrmrnl BrUvren Owner and Architect, AIA Document Blot-199;. 1.4.1.2 Standard Form of Architect's $rryices: Design and Contract Administration, AIA Document Rt.ll-t9y-, or as follows: 1 Li>t other da'unrcnti. if env, driirttating Arihitrrt's scope of srrrirrr.l • 1.4.13 Other documrnu as follows: I Liit other Jorunhvu>. if eery, fonuiny port o~ tier Ayrernnvrt.l See attached Exhibit "B" -Proposed Floor Plan t9s prepared by Rrni Interiors, Inc. wnAnrrcc: unlrc.~rq phorvcoprmg rroYt7s us. copynghr 4ws 7114 will whJ7cr tM vblaror ro Ng71 Pt077Mron. o Illj r/ a 000 ~.oDo O 01797 AtAO AIA OOCVMENT 1141-1997 STANDARD SORM AGREEMENT The American Insrirure of Architecrs 1735 New York Avenue, N.W. Wsshington, O.C. 200065292 1.4.2 Special Terms and Conditions. Special terms and conditions shat modi(`• this Agreement • are a$ foI~ON'$: ARTICLE 1.5 COMPENSATION t.s.t Fflr the Architect's sen•ices as described under Article t.4, compensation shall be computed as follows: A fee of Five point Three Six percent (5.368) of the oust construction. Construction cost is estiltlated to be 5410,000.00 based on budget presented by Qrni interiors, inc. See attached Eidlibit "A" Opinion of Probable Construction Cost and Fee Froposal. Construction Doctmrnts (758) $21,360.00 Bidding/Negotiation (SB) 1,925.00 Construction Administration (208) S 695.00 4bta1 Cortpertsation (1008) $28,480.00 t.5.2 If the services of the Architect are changed as described in Subparagraph t.3.3.t, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Paragraph t.5.2, in an equitable manner. (Insert 6asit of compensation, including rates and multiples of Direct Personnel Expense jor Principals and employees, and identify Principals and classify employees, if required. Identify specijc services to which partic- ular methods of compensation apply) ~/ CoEtgoextsation for services rendered G Eby Principals and ett>~loyees shall be based upon the hotarly rates set forth below: Principals $105,00 Project Architect $ 90.00 Drafting Technician (St7pport Staff) $ 50.00 Clerical ~ 40.00 1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one and two tenths ( 1.2 )times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph I.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one and one tenth ( 1.1 )times the expenses incurred by the Architect, and the Architect's employees and consultants. lll~ t.s.s Other Reimbursable Expenses, if any, are as follows: c a o. .o o~ -- .oo 'O t!!7 AIAO AIA DOCUMENT X141-1997 • ~ STANDARD FORM AGREEMENT the American Institute of Architects 1775 New York Avenue, N.W. ® Washington, D.C. 200065292 • • r services o(the Architect and the Architeci s consultants as set forth in this Agreement shall be adjusted in actor ante wl , 1.5.7 An initial pavmznt of ZeYV Dollars t s 0.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for sen•ices shall be made monthly, and where applicable, shall be in proportion to sen•ices performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable upon receipt 1-----ldsycFsorr+~kw-date of the architect's im•oice. Amounts unpaid ThiYty ( 30 1 days after the im•oice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architeci. t~nirrt rate of interest agreed upon) l~rte and a half pPYCer1t (1.5$) peY Iaonth. (Usury laws and requirements under the federal Trulh in Lending Act, similar state and local consumer credit 1a1.~s and other regulations of she Owners andrtrchitect's principal places of business, the laation of the Project and elsewhere may affect the validity of this orovition. Speci~r Itgal advice should be obtained with respect to deletions or modifications, and also regarding requirements tuck as written disclosures or waivers.) l.s.s If the services covered by this Agreement have not been completed within twelve ( 12 )months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Paragraph T.S.z. This agreement entel d into as of the day and year first written above. /~ ~ ~~ i ~t ~ I, \I E R( tgnature) J ARC I C T (Signature] ~)/ r n, G i~l,OD ~ - trite t/~,Q Stephen L. Boruff, President (Printed name and title) ~ (Printed name and tide) uunoN. T'ou should sign an original AfA document or a licensed reproduction. Originals contain thrAlA logo printed in red: licensed reproductions are those produced in accordanrr with the lntvurtions to this dorumrnt. 1 i ~`~~1~ ir,~~ i i~~• 01991 111110 AIA DOCUMENT 6t41-11f7 STANDARD rORM AGREEMENT The American Institute of Architects 1735 New York Avenue. N W. Washington, O.C. 20006-1792 1 9 9 7 EDITION • AIA DOCUMENT 6141-1997 Standard Form of Architect's Services: Design and Contract Administration This document has impor• TABLE O F ARTICLES rant legal consequences. Consultation with an Z.1 PROIECTADMINISTRATIONSERVICES attorney is encouraged with respect to its completion or modification. 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.6 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ~\~/~,, 01991 AIAm AIA DOCUMENT gU1-1997 • STANDARD fORM SERVICES The American Institute of Architects Copyright 1917, 19]6, 1918, 1951, 1953. 1958, 1961, 1961, 1966, 1967, 1970, 1971, 1971, 1987, 01997 by the American tnstirure of Architects. Reproduction of the material herein a substantial quotation of its proviiwnt without written permission of the AIA violates the copyright laws of the United States and will subject the vitiator to legal protecw ti0n. 1735 New Vork Avenue, N.W. Washington, D.C. 20006-5191 wAaNING. Unikcnfad phoKKOpylnj vb4tat US. copyright 6ws and will fubJKt tM vlolttor b I+yal pnfKVlbn. ARTICLE 2.1 PROTECT ADMINISTRATION SERVICES . 2.1.1 Thr Architect shall manage the Arhhilect'i stn~icrs and administer the project. Thr Architect shall consult with lhr Owner, research applicable design criteria. attend project meetings. communicate with members of the Project tram and issue prugrc~; reports. Thr Architect shall coordinate the srn•ices provided by the .architect and the ArhhitecCs a,nsultant, with those stn ices provided b.• the Owner and the Owner's wnsultanu. 2.1.2 \~ hen project requirements have been wftciently identified. the Architect shall prepare, and periodically updatt, a Project schedule that shall idrntif.• milritont dates for decisions required of the Uvnrr, design sen•icrs furnished be tht Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Contplrtion of the \~•ork. 2.1.3 Thr .Architrd shall consider the valor of alternative materials, building systems and equipment, together with other considerations based un program, budget and aesthetics in developing the design for the Project. III o ~ o. b o~.~.po to 1/1I u Oi997 AIAO AIA DOCUMENT BH1-1997 STANDARD FORM SERVICES The American Institute of Archireus 1735 New York Avenue. N.W. Washington, D.C. 20006-5292 2.7.4 Upon request of the Owner, the Architect shall make a presentation to explain the design of the Project to representatives ofthe Owner. 2.ts Thr Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Uvnrr. The Architect shall be entitled to reh• on approvals received from the Uvnrr in the further development of the design. 2.t.6 Thr Architect shall assist the Uvner in connection with the Uvner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK 2.t.zt \\•hen the Project requirements have been sufficiently identified, the Archi:ect shall prepare a preliminan• estimate of the Cost of the \\ork. This estimate may be based on current area, volume or similar conceptual estimating techniques. A; the design proses; progrrs;rs through the end of the preparation of the Construction Daumrnts. the Architect ;hall update and refine the preliminary estimate of the Cost of the \\'ork. Thr Architect shall advise the Owner of any adjustments to przvious estimates of the Cwt of the \Vork indicated by change; in Project requirements or general market conditions. If at am• time the Architect's estimate of the Cost of the \\ork exceeds the Owner's budget, the Architect shall make appropriate recommrndatiom to the Owner to adjust the Project's size, quality or budges, and the Owner shall cooperate with the .Architect in making such adjustments. 2.t.Z2 Evaluations of the Uvner's budget fur the Projech the preliminan• rstimatr of the Cost of the \\ork and updated estimates of the Cwt of the \~'ork prepared by the Architect rrpresem the Architect's judgment u a design professional familiar with the construction industry. It is recognized, however, that neither the .Architect nor the Owner has control o.•er the cost of labor, materials or equipment, over the Contractor's methods of determining bid priers, or over competitive bidding, mukrt or negotiating conditions. Accordingh•. the Architect cannot and dots nut ..arrant or represent that bids or negotiated priers will nut vary from the Owner's budget fur the Project ur from am• atimate of the Cost of the \Vork or evaluation prepared or agreed to by the Architect. 'NA.3YI VG: Unikenfed ph9locepyln( rbl~pf US. COp7etaA1 I~wf ~w4 wilt feblKf tM vblfrer to 1nf1 profvcvtbn. 2.t.L3 In prr~aring r;timates of the Co>t of the \\urk, the Architect shall be permitted to include contingrncirs fur dr;ign, bidding and prier escalation; to determine what materials, equipmen4 . component iystrm; and types of construction are to br included in the Contract Documents; to make rrawnablr adjustment; in the scope of the Project and to include in the Contract DikumrnU ahernatr bid; a; may br necessary to adjust the estimated Cost of the Work to meet the O~, net's budget for the Cost of the Murk. IF an increase in the Contract Sum occurring after execution of the Contract between the Owner and tht Contractor causes the budget for the Cost of the \\urk to be exceeded. that budget >hall be increased aaordingly. 2.1.7.4 if bidding or negotiation has not commenced within 9o days after the Architect submits the Construction Documents to the Owner, the budget for the Cost of the Mork shall be adjusted to reflect changes in the general level of priers in the construction industry. 2.t.ZS if the budget for the Cost of the \\'ork is exceeded by the lowest bona fide bid or negotiated proposah the Owner shall: .t give written approval of an increase in the budget for the Cost of the \\ork; .x authorize rebidding or renegotiating of the Project within a reasonable time; .a terminate in accordance with Subparagraph t.3.8.5; or .~ cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. 2.1.7.6 If the Owner chooses to proceed under Clause x.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. The modification of such documents shall be the limit of the Archittct's responsibility under this Paragraph x.1.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES z.2.t Wlrss specifically designated in Paragraph x.8.3, the sen•ices in this Article z.x shall be provided by the Owner or the Owneri consultants and contractors. 2.2.1.1 Thr Owner shall furnish a program setting forth the Owner's objectives, schedule, constrainU and criteria, including space requirements and relationships, special equipment, systems and site requirements. 2.2.1.2 The Owner shall furnish sun•eys to describe 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, encroachment;, zoning, decd restrictions, boundaries and contours of the site; locations, dimen- sions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and ~hj below grade, including im~rrts and depths. All the information on the survey shall be referenced o ~ to a Project benchmark. °o•~a'o° t~ 2.2.1.3 Thr O\vner shall furnish services of geotechnical engineers which may include but are not o 1+a r ~, A limited to test borings, test pits, determinations of soil bearing values, pe[COlallon tests, eV1IUa- AIA DOCUMENT lH1-1997 Lions of hazardous malr[ial;, ground corrosion tests and reslsllvll tests, includin necessa STANDARD FORM • y g rY SERVICES operations for anticipating subsoil conditions, with reports and appropriate recommendations. The American Institute of Architects 1735 New York Avenve, N.W. Washington, D.C. 200W5392 WnAN~NG. Unikanaad phoruopyNa vb4us US. eoprright 4wa and wla wblact tM vb4rx ro lag.l prosacunon. • LE 2.3 EVALUATION AND PLANNING SERVICES 29.t a Architect shall pruvidr a preliminary evaluation of the information furnis ,~ ;hr Owner undo S Agrcrmrnt, including the Ownri s program and schedule ~trrmenti and budget fur the Cos the ~~'ork, rash in terms of the other. Thr Arc ' .ct shall rccirw ;uch information to ascertain it is coniistent with the require ; of the Prujrct and ;;:all notih~ the O.vnrr of any other in anon or coniultant it ~: rs that ma+~ br reasonably needed for the Project. 2.3.2 Thr Architect shallpprovidr a 'unary eva ion of the O,vnrr's site for the Project based on the information rovi v the Owner of site w lions, and the Owner's program, schedule and budget fort ost of the ~~brk. 2.33 Thr . fleet shall rrviav the Owner's propostd method of contracting ~ construction servic nd shall notify tht Owner of anticipated impacU that such method map ha m the yore's program, financial and time rtquirrmrnts, and the scone of the Pn,ir.•t ARTICLE 2.4 DESIGN SERVICES 2.4.1 The Architect's design services shall include normal structurah mechanical and electrical engineering services. SCHEMATIC DESIGN DOCUMENTS 2.4.2.1 a Architect shall provide Schematic Design Documents based on the mutually rrd- upon progr schedule, and budget for the Cost of the \~ork. Thr documents shall lish the conceptual desig the Project illustrating the scale and relationship of the Pr ' ct components. The Schematic Desig ocuments shall include a conceptual sift pl tf appropriate, and preliminary building plans, ~ coons and elevations. At the Arch' s option, the Schematic Design Documents may includes v models, perspective ske - es, electronic modeling or com- binations of these media. Prrlimina ~ Irctions of m ' building systems and construction materials shall br noted on the drawings or -crib 1n ,veiling. 2.4.3 DESIGN DEVELOPMENT DOCUMEN 2.a.3.1 The Architect shall proyid esign Development cumrnU based on the approved Schematic Design Docume and updated budget for the of the «i+rk. Thr Design Development Docume all illustrate and describe the refinement o r design of the Project, establishing the sc ,relationships, forms, size and appearance of the Projr~ .• means of plans, sections an rvations, h•pical construction details, and equipment layouts. hr Design Drvelo ent Documents shall include specifications that identify major materials an sums a establish in general their quality levels. ~~ IIIJ o. T_°.., 00 ~.oc 0 • 01997 AIA2 AIA DOCUMENT 1141-1997 STANDARD FORM SERVICES The American Institute 1 of Archireus 1735 New York Avenue, N.W. Washington, O.C. 2000G•529] 3.4.4 CONSTRUCTION DOCUMENTS 2.4.4.1 Thr Architect shall provide Construction Documrnu based on tht approved Design Drvrlopmrnt Documents and updated budget for the Cost of the \~ork. Thr Construction Daumrnts shall set forth in detail lhr requirements for construction of the Project. Thr Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. 2.4.4.2 During the development of the Construction DocumenLS, the Architect shall assist the Owner in the deyrlopmrnt and preparation oF. hl bidding and pra:uremrnt information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement betsvern the Owner and the Contrectur, and tz1 the Conditions of the Contract for Construction IGenrral. SupplrmenWry and other Conditional. Thr Architect alw shall compile the Project Manual that includes the Conditions of the Contract For Construction and Sprcifiwtiuns and may include bidding rcquirrmrnu and sample forms. WA.i.W Vy Unikmsed photocopyln` VbAUS U3. eapyrlphs 4ws and wta aubleer sM vio4ser ro lepl peeaacwbe. ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.s.t The Arehitrct shall assist the Ovvner in obtaining.tilkx competitive bids ef-ardutiatr<i • P~ and ;hat; asist the Ovcner in awarding and preparing contrails fur construction. 2.5.2 Thr Architect shall assist the Ov:nrr in establishing a list of prosprctive bidden or con- tncton. 2.53 The ArchitrU shall assist the Owner in bid validation or proposal evaluation and determi- nation of the sustssful bid or proposah if any, If requrstrd by the Owner, the Architect shall noti- h'all prospective bidders or contractors of the bid or proposal resulu. 2.5.4 COMPETITIVE BIDDING 2.5.4.1 Bidding Documents shalt consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. 2.5.4.z If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. 2.5.4.3 [f requested by the Owner, the Architect shall distribute the Bidding Documents to prosprctive bidders and request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders. 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. 2.5.4.6 Thr Architect shall prepare responses to questions from prosprctive bidders and provide claritiwtions and interpretations of the Bidding Dauments to all prospective bidders in the form of addenda. 2.5.4.7 The Nchitrct shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. zss. .oral Documents shall consist of proposal requirements, proposed contra orms, Grnrral Con ' ' sand Supplementary Conditions, Sptcificalions and Dravvin 2.5.5.2 if requrstrd by the er, the Architect shall arrange for uring the reproduction of 11j~ Proposal Documents Fur distributio rospective contra .The Owner shall pay directly for e the cost of reproduction or shall reimburs Arc ' for such expenses. °oo. p. o° ~ o 2.5.5.3 [f requrstrd by the Ovvnu, th ~ itrct shall org' a and puticipate in selection inter- e I • s r A 1 A views with prospective contra- a. AIA DOCUMENT 8141-1997 ' STANDARD FORM SERVICES • t z.s.s.4 The Arc '. ct shall consider requests for substitutions, if permute the Proposal Uocumr ,and shall prepare and distribute addenda identifying approved substitu to all TM American Institute relive iunl[aitUrS. of Architects k 1)35 New Yor Avenue, N.W. ~ Wuhington, O.C. 200063192 wApniNG Unik<m<d pMrocopying rb4gr US. <opyrlghs 4ws and will subt<ct rM rlo4tsw b kgd prosautbn. zsss i ~ hvnrr, the Architect shall assist Ihr O.vnrr ' ~ ~ ons with • prospective contractors. Thr Archite• ~ ____, v nteoarr a summary rr~ort of the ne o ~ ~ Irectrd by lht Owner 1 ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES 2.6.1 GENERAL ADMINISTRATION 2.6.L7 Thr Architect shall provide administration of the Contract brUvrrn the Owner and the Contractor as set forth below and in the edition of ALA Document A_ot, General Condition; of the Contract for Construction, current as of the date of this Agreement. \loditications made to the General Conditions, when adopted as part of the Contract D«umrnts, shall br enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.6.1.2 The Architect's responsibility to provide the Contract Administretion Services under this Agreement commences with the award of the initial Contract For Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall br entitled to a Change in Services in accordance with Paragraph z.8.z when Contract Administration Services extend 6o days after the date of Substantial Completion of the \\'ork. 2.6.7.3 The Architect shall be a representative of and shall advise and consult with the Owner dur- ing the provision of thz Contract Administration Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless othenvisr modified by written amendment. 2.6.7.4 Duties, responsibilities and limitations of authority of the Architect under chi; Article z.6 shall not br restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not br unreasonably withheld. 2.6.7.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract D«umrnts. A properly prepared request for additional information about the Contract D«uments shall br in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. 2.6.t.6 If deemed appropriate by the Archittd, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. 2.6.7.7 The Architect shall interpret and decide matters concerning performance of the Ovvfler '~'•- d C an ontractor under, and requirements of, the Contract D«uments on written request ofeitfirr the Owner or Contractor. The Architect's response to such requests shall be made in writing within am• time IimiU agreed upon or othenvisr with reasonable promptness. I~~ Y~ ~ 2.6.1.8 Interpretations and decisions of the Architect shall br consistent with the intent of and o o reasonably inferable From the Contract D«uments and shall br in writing or in the form of °d• ~o° drawings. \Thrn making such interpretations and initial decisions, the Architect shall endeavor to o t"' sewer faithful performance by both Owner and Contractor, shall not show partialih• to either "'"o AIA DOCUMENT aHl•1997 , and shall not be liable for the results of inter relations or decisions so rendered in good faith. P STANDARD FORM sERViCES 2.6.1.9 Thr.architrctshallrendrrinitialdrti;ionsonclaims,dispulrsorothrrmattrrsinqurstion The American Institute bet~.•rrn the Owner and Contractor as provided in the Contract D«umrnts. However, the 1 ' of Architecrs Architect s decisions on matters relatin to aesthetic effect shall br final if Consistent with the ~ - 8 1735 New York Avenue, N.W. -~ ~mlrnl rxp[riitd In Ihr Contract Ducumtnli. Washington, D.C. 20006-5292 ~. WAa YI VG Unikamad pMKKaprlry No41u uS. aeprrialn laws aM will av6ja~r ,M rb4tor w kgd proracmbn. 2.6.2 EVALUATIONS OF THE WORK 2.6.z.1 'Chr Architect. as a rrprcsrntativr of the Owner, shall visit the site at inten•als appropriate • to the >u,r of the Contractor i operations, or as otherwise agreed by the Owner and the Architect m A;;iar s, i 1 ~ to become general!}' familiar with and W keep the Owner informed about the pn)grrs> and quality of the portion of the \Wrk completed, (.1 to endeavor to guard the Owner a,ainst Je&ct: and drticirncirs in the \Wrk, and I}I W determine in general if tht \York is bring prrfururJ in a manner indicating that the \Wrk, when fully completed, will br in axordance with the Contract Documrnu. Howrvrc the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor br responsible for, the construction mtans, methods, techniques, sequences or procedures, or for safety precautions and programs in eonneuion with the \\urk, since these art solely thz Contractor's rights and responsibilities under the Contract Documenu. 2.6.2.2 Thr Architect shall report to the Otvnrr known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the .architect shall not be responsible for the Contractor's failure to perform the ~~ork in accordance with thz requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not br responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employers, or of any other persons or entities performing portions of the ~\ork. 2.6.1.3 The Architect shalt at all times have access to the ~~ork wherever it is in preparation or progress. 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shalt endeavor to communicate with thz Contractor through the .architect about matters arising out of or relating to thz Contract Documents. Communications b.' and with the Architect's consultants shall be through the Architect. 2.6.2.5 Thz Architect shall have authority to reject ~\'ork that does not conform to the Contract Documents. ~\'henever the Architect considers it nrcessarv, or advisable, the Architect will have authority to require inspection or testing of the ~\ork in accordance with the provisions of the Contract DocumenU, whether or not such ~\'ork is fabricated, installed or completed. However, neither this authority of the Architeu 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 employees or other persons or entities performing portions of the ~~ork. 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR 2.6.3.1 Thr Architect shall review and certify the amounU due the Contractor and shall issue Certificates for Payment in such amounts. The Architeu's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the ~YOrk as pro- vided in Paragraph 2.6.1 and on the data comprising the Contractor's Application for Payment. that the \\ork has progressed to the point indicated and that, to the best of the Architect's knowl- eJgr, information and belief, the quality of the ~\ork is in accordance with the Contract DucUmtnts. The foregoing representations are subjrtt (t) to an evaluation of the ~\brk for con- furmance with thz Contract Documents upon Substantial Completion, (_) to results of subse- quent tests and inspections, (}) to correction of minor deviations from the Contract Documents prior to completion, and (~) to sprcitic qualifications expressed by the Architect., • wna~i.vG. Unikansad phorocopyMg vblatts US. copyrlaht laws and wIR tuEJact the vb4ra to lagd prosacutbn. o Iql o °oo ~.oo° 0 01997 AIAO AIA DOCUMENT lN1-1997 STANDARD fORM SERVICES Th! American Intlitut! of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5191 2.6.3.2 Thr issuance of a Crrtilicatr For Payment shall nut be a rrprrsentation that the Architect • ha; I1 t made eshaustivr or continuous un-site inspections to check the quality or quantity of the \lork, r_) reviewed construction means. method;, techniques, sequence; or procedures. (31 reviewed copies of inquisitions received From Subcontractors and material supplirr> and other data requested by the Owner to substantiate the Contractor'; right W pacmrnt. or f.t~ ascertained how or for what purpose the Contractor has used money prc.•iowh• paid un account of the Contract Sum. 2.6.3.3 The Architect shall maintain a record of the Contractor's .Applications Eur Payment. 2.6.4 SUBMITTALS 2.6.4.1 The .Architect shall review and approve or take other appropriate action upon the Contracor's submittals such as Shop Drawings. Product Data and Samples, but only for the limited purpose of checking for conformance ~. ith information given and the drsign concept expressed in the Contract Documents. The Architect's action shall be taken with such rea;onablr promptness as to cause no delay in the \~ork or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the .Architects 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 Documenu. Thr Architects review shall not constitute approval of safety precautions or, unless othrnvise specifically stated by the Architect, of am• construction means, methods, techniques, sequences or procedures. The Architects approval of a specific item shall not indicate approval of an assembly of which the item is a eomponrnt. 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in aaordancr with the requirements of the Contract Documents. 2.6.4.3 If professional design services or certifications by a drsign profrssional rzlatrd to systems. materials or equipment are specificalh• required of the CORt[SUOr by the Contract DocumenU, the Architect shall specifi• appropriate performance and drsign criteria that such services must ;atisfv. Shup Drawings and other submittals related to the \~ork designed or certified by the drsign profrssional retained by the Contractor shall bray such professional's written approval when submitted to the ArchittU. Thr Architect shall be entitled to rah- upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such drsign professionals. - 2.6.5 CHANGES IN THE WORK 2.6.5.1 Thr .Architect shall prtparr Change Orders and Construction Change Directives for the Ow•ner'> approval and esrwtion in accordance with the Contract Documents. Thr Architect may authorize minor changes in the \Vork nut im•oh•ing an adjustment in Contract Sum or an ll~ txtrnsion of the Contract Timr which are consistent with the intent of the Contract DucumrnU. ~ ~ If nrcrsary, the Architect shall prepare, reproduce and distribute Drawings and Sprcifiwtion; to o. a describe \~ork to be added. deleted or modified, as provided in Paragraph a.3.a. o. o o~.~.oo ~ 2.6.5.2 Thr Architect shall review properly prtparrd, timrh• rrqursU by the Owner or Contractor 01997 AIA® for changes in the Kbrk, including adjustments to lhr Contract Sum or Contract Timr. A AIA DOCUMENT 8141.1997 Proprrh• prepared request for a change in the \~'ork shall br accompanied by wfficient support- STANDARD FORM . SERVICES ing data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect The American Institute of Architects 1735 New Vork Avenue, N.W. Washington, D.C. 20006-5292 WA.i.V I Vri Untkemed pheKKepying VIOr/1N! U.$. eepyllghl Owe ewd will evEjK1 tM vb4tx 10 legal prote<wlw,. determines that requested changes in the ~VOrk ue nut materially different from lht requiremznts • of the Cuntract nrxuments, the Architect may issue an order for a minor changz in tht ~~ork or recommend to the Oswnzr that the rzquestrd changz bt denied. 2.6.5.3 if the Architzct detzrmines that implrmzntation of the requestzd changes would result in a material change w the Contract that may cause an adjustment in the Contract Time or Contract Sum. the Architzct shall make a recommendation to the O.vnee who may authorize further im~zstigation of such change. Upon such authorization, and based upon information furnishtd by the Contractor, if am•, the Architect shall estimate the additional cost and time that might rzsult from such changz, including any additional costs attributable to a Change in Ser•ices of lhz Architect. ~~'ith the Owner's approvah the Architzct shall incorporate those estimatts into a Change Ordzr or other appropriate documentation for the Owner's eszcution or negotiation with the Contractor. 2.bs.~ Thr Architzct shall maintain records relative to changes in the \~ork. 2.6.6 PROTECT COMPLETION 2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and thz date of final completion, shall receive from the Contractor and fonard to the Owner, for the Owner's rzview and records, written warranties and relatzd da:uments required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for I'aymznt based upon a final inspection indicating the Work complies with the requirements of the Cuntract Documents. 2.6.6.2 The ArchitecCs inspzction shall be conducted with the Owner's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verih~ thz accuracy and completeness of thz list submittzd by the Contractor of Work to bz completed or corrected. 2.6.6.3 \Vhen the Work is found to be substantially compltte, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including any amounts nzzdzd to pay for final completion or correction of the ~~urk. 2.6.6.4 Thr Architzct shall rcczi.•r from the Contractor and forward to the Ownzr: (t) consznt of surzt.• or surrtizs, iF am•, to reduction in or partial release of retainage or the making of final paymznt and (x) affidavits, reczipts, releases and waivers of liens or bonds indemnifying the O+vnrr against liens. TI FACILITY OPERATION SERVICES 2.Z1 The Are •• shall mezt with thz Owner or tht Owner's D~z1' Representative prompth~ after Substantia rtion to rzview the nezd fo ' ter operation szn•itzs. 2.7.z Llpon request of the Owner nor to iration of one year from the date of ~1~~ Substantial Complztio . rc itrct shall conduct a meeting z Owner and the O.vner's ~. Dr;ignatrd szntativr to revizw the facility operations and pzr or and to make °od•c%s• •6° priatr recommendation; to the Ownu. ~ - ' Ot997 AiAO AIA DOCUMENT aH1.1997 • STANDARD FORM SERVICES The American Instirure of Architects 1735 New Vork Avenue, N.W. ~ Washingron, O.C. 700065792 wApviNG. Unik9road phorxopying vblaNS U3. eopyrlghr 6w9 and will su619es tha vb4ror so 4ga1 prosaeurbn. 1R7 ].8 SCHEDULE OF sERVICES 2.a.1 Dro'o and Contract Administration Srn•ices beyond the following li sts' hall br • ~ prop idrd by the Arm, ' ct a; a Change in Srn•iers in aaordance with Para t.3.3; '1 up to I ) reviews of rack Drawing, Product Data ~ item, sample and similar o itWl of the Conte r. up to I .•' 't~thr site by the Architect over the dura- tion of the Project during cons[ Ion. up to I )inspections any portion of the Work to determine whr such portion of the Work is subswnu ~ omplete in accordance with t quirrmrnts of the Contract Documents. ( )inspections for any portion of the Wor eter- minr final comDlrtion. 2.e.z Thr following Design and Contract Administration Srn•ices shall be provided by the Architect as a Change in Services in accordance with Paragraph 1.3.}: .1 review of a Contractor's submittal out of sequence from the submittal schedulz agreed to by the .architect: .: responses to the Contractor's requests for information where such information is a.•ailable to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner•provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; .a Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service: .~ providing consultation concerning replacement of Work resulting from fire or other cause during construction; .s evaluation of an extensive number of claims submitted by thz Owner's consultants, the Contractor or others in connection with the ~~brk; .s evaluation of substitutions proposed by the Uvnrr's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .T preparation of design and documentation for alternate bid or proposal requests pro- posed by the Owner, or s Contract Administration Srn•ices provided 6o daps after the date of Substantial Completion of the Work. • U!llll/., a ~ c. o co.~.oo O X199) AIA}. AIA DOCUMENT 1141-199' STANDARD FOR,~~ 6ERVICE- The American Instuuta of Ar<hileu. 1735 New York Avenve, N.K Washington, O.C. 10006-57 9: WARNING. Unikanfad ph9lKOprlna vb4N! US. cOprAahl lawf and WIR tVaeCt Ille vk4ttK b [gal pfOIKYn01f. 7.8.3 Thr Architect .hall furnish or provide tht following services only if specificalh• designated: • Serv'cu ~ Rasponiibiliry Ar:Fi4Yr, Owntr or.\'pt pruvidrJl LoGtion of Anlp 0ltcftption t Prugramming i NOt PYOV1dP.d ' 1 Land iurvty Srn'ices NOt Pl-OVidEd .3 Gtutrchnical Services NOt ProVlded ' .a Spact Schtmatics/Flow Diagrams NOt PzvV3.ded s ststtng as tuts urveys pr~ity~ 6 Economic Fta>ibility Studits Not PmV ded I .7 Sitr Anah•sis and Szlrction Not P]:OVl E:d '~ .a Eroironmtntal Studits and Rtports NOt Provided .! Os. ntrSupplitd Data Coordination AY'Ct3iteCt .to Schrdult Dtvrlopmrnt and ~[onitoring NOt Provided .tt Civil Design P3:oVided .t2 Landscape Design Provided .t3 Inttrior Design Provided .u Special Bidding or Negotiation NOt Provided .ts Value Analysis Not PmV3.ded .ta Detailed Cost Estimating Not P .v On-Sits Projrcl Representation NOt Vi .te Construction hlana ement Not .t9 Start-U Assistance NO .io Rtcord Drawin s PI:OVld2d .2t Post-Contract Evaluation Provided .u Ttnant-Relattd Services NOt Provided .23 is 25 Description of Services. (Insert descriptions of the services detignateA.) ~ j o > ~ooo Otl97 AIAO AIA DOCUMENT 1141-1997 STANDARD FORM SERVICES • The American Institute of Architects 1735 New Vork Avenue, N.W. ~ Washington, D.C. 70006-5297 wAaNING. Unikamad phorocopytrp vb4pt US. copyrtghr 4wt and w111 tubJlct rM vb4ror ro Ipal t7msacutlan. • ARTICLE 2.9 MODIFICATIONS 2.9.1 ~ludilications to this Aandard form of Architect's Services: Design and Contract Administration, iFany. are as follows: By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Owner and Architect, A[A Document Btgl-1997, that was entered into by the parties as of the date: OWNER (Siynuturel ARC 1 E C T (Signatulr) J~~,o R ~~F.s _,~~~~~.. (Printed name and tide) Stelat2en L. Ebruff president (!'rioted name and tide) • uunoN- lbu should tiyn an oriyina(A!A document or u licensed reproduction. Originals contain the AlA loyo printed in red: licensed reproductions are these produced in accordance with the lnstructiont to this document. WARNING: Unikansad phoruapyMj vb4ns US. copyrlgM laws and wIR tuElacs Iha vb41er b Mjal prosacutbn, ~. 1rM,/l, •:,~..- ~~ O lffr nu0 AIA DOCUMENT 6}11-1997 STANOARO FORM SERVICES The American Insriture of Architects 1735 New York Avenue, N.W. Washington, D.C. 200065292 .~ • AIA DOCUMENT A201-1997 „i 1 ; General Conditions of the Contract for Constructton GENERAL INFORMATION PURPOSE. AIA Document A7or1997, a general documenu forming the construction contract. to m agreemenu, including the Owneo-Arehitect agreer common basis for the primary and secondary relal ?~•: RELATED DOCUMENTS. Aza-799~'is incoipo (Ara-1997 and Attl-1997), the Ago7a9g7 Conlrattoi menu (for example, B7g7-7997 end Btp=t997): R-ii (A491-Part z and B9or-Put z) and two Owner-Co A731/Chic-Part z). Aza-1997 may be adopted by ini Architect adopts Aza-1997 and is in turn edople C7g7a997 and Qqz-1997. Suchir7corporatiou by incorporated are generally interpreted as part of LE i itions form, is intended to be used u one of the contract >n, it is frequently adopted by reference into a variety of other and the Contractor-Subcontractor agreements, to establish a ips on the typical construction project. reference into two AIA Owner-Contractor agreemenu rador agreement and several AIA Cnvner-Architect agree- rporated by rckrellce into two design-build agreemenu Manager/constructor agreements (Atzl/CMc-Pan z and nce when the prime Agreement between the Owner and hitect-Consultant agreements such u AIA Documenu is a valid legal drafting method, and documenu so ve conlnd. The Contract D«umenu, including Azol 79yT.4r~ ' ntrad for Construction between the Owner and the Contractor. The other Contact Documenu are '7 ~' Chvner-Contractor Agreement Fprm. {e. -1997 or Alu-t997) Supplementary Conditions ~ r. , Drawings ,' - ~ "} ' . Specifications z' Modifications ,_J i' .h%S~ Alihough the AIA does not produu standard docinneats~or Supplementary Conditions, Drawings or Specifications, a variety of model and guide documents are av, uding AIA's MASTERSPEC and AIA Document Aiu, Guide for Supplementary CondlUOm ;q" The Azm-7997 d«ument u tgnsidered Ule'o «ume 'sting constcucUon pr«ess. Ai mentioned ebore en3 di mmed 'cal d legal responsbilitiei of the pa7tses.:,~ -~`'~~ ~.f r..;<;.'c.:':. ._ f., '/~ Owner-Contractor Contract for Construction Owner-Architect Contract for Design and Adminialntion i~ \~il' 01997 AIAO AIA DOCUMENT A301-1997 INSTRUCTIONS The Amerlun Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 30006-5292 General Conditions the many ponies involved in the acument used to all«ate the proper 1{17 r --~ a jj~~~~ I it °' y~ -~,~ a "" ~ Contractor-Subcontractor Contract 1a, Archited-Consultant Contnq for `rf'i', for a Portion of the Work a Portion of the Services •~~''`~~i3r. On construction projects, hundreds of contractual relationships are created between owners, architects, architects' consultants, contractors, subcontractors, sub-subcontractors, and others down through the multiple tiers of • pazticipants. If custom-crafted agreemenu were written in isolation for each of those contractual relationships, the problems of overlaps and gaps in the numerous participants'responsibilitiescould lead to mass confusion and chaos. To prevent and solve this problem, the construction industry commonly uses standazdized general conditions, such as AIA Document Azot-t997, for coordinating those many relationships on the project by its adoption into each contract. AIA expends a great deal of time and resources in the development of Azot and its other d«uments to provide four types of linkages in the tiers of legal relationships. In addition to adoption o(Azot into each agreement, related AIA d«uments are crafted with common phrasing, uniform definitions and a consistent, logical all«ation of ,- : „ . responsibilities down through the tiers of relationships. Together then documents are known u the Azot Family of ,~~ ~,~s " ~<~ _~ ' 1 Documents, and are listed below: . - ~ ;~>.f~.;:. ->..• Atm-t997, Standard Form of Agreement Between Owner and Contractor (SUpulated Sum) Attt-t997, Standard Form of Agreement Between Owner and Contractor (Cost Plus Fee, with GMP) A4ot-t997, Standard Form of Agreement Between Contractor and Subcontractor ASu, Guide for Supplementary Conditions A7ot-t997, Instructions to Bidders Bt4ta997, Standard Form of Agreement Between Owner and Architect BtSt-t997, Abbreviated Standard Form of Agreement Between Owner and Architect BStb Guide for Amendments to AIA Owner-Architect Agreements Ct4t-t997, Standard Form of Agreement Between Architect and Consultant Ct4z-t997, Abbreviated Standard Form of Agreement Between Architect and Consultant The AIA publishes other General Conditions that parallel Azot-t997 for the construction management-adviser Family ofd«uments (AIA D«ument Azot/CMa) and the interior family of d«uments (AIA Document Az7t). DISPUTE RESOLUTION-MEDIATION AND ARBITRATION. This d«ument contains provisions for mediation and arbitration o(claims and disputes. Mediation is anon-binding pr«ess, but is mandatory under the terms of this d«ument. Arbitration is mandatory under the terms of this d«ument and binding in most states and under the Federal Arbitration Acl. In a minority of states, arbitration prrnisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances (for example, in a transaction invoking interstate commerce), arbitration provisions may be enforceable under the Federal Arbitration Act. The AfA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain copies of the applicable mediation or arbitration rules, write to the American Arbitration Ass«iation or call (f~) 778-7879 The American Arbitration Ass«iation also may be contacted at http:/Avww.adcorg. WHY USE AIA CONTRACT DOCUMENTST AIA contract d«uments are the product of aconsensus-building pr«ess aimed at balancing the interests of all paries on the construction project. The d«uments reflect actual industry practices, not theory. They are stale-of-the-act legal d«uments, regularly reviud to keep up with changes in law and the industry-yet they are written, as far as possible, in everyday language. Finally, AIA contract documents are flexible: they are intended to be modified to fit individual projects, but in such a way that madificatioms are easily distinguished from the original, printed language. ~ - For further information on AIAs approach to drafting contract d«uments see AIA D«ument [vltzo, D«ument Drafting Principles. _ USE OF NON-AIA FORMS. If a combination of AIA d«uments and non-AIA d«uments is to be used, particular care must be taken to achieve consistency of language and intent among d«uments. jjll STANDARD FORMS. Most AIA d«uments published since t9o6 have contained in their titles the words "Standard o a Form." The term "standard" is not meant to imply that a uniform set of contractual requirements is mandatory for °o• o " o AIA members or others in the construction industry. Rather, the AlA atendard d«uments art intended to be uud as 0 0.~ fair and balanced baselines from which the paries tan negotiate their bargains. As such, the documents have won - O 1997 n t n ® general acceptance within the conswction industry and have been uniformly interprNed by the courts: Within an t DOCUMENT A201-1997 industry spanning So states-each free to adopt different, and perhaps contradictory, laws a(fecling that mduslry- AIAdocuments form the basis for a generally consistent body of construction law. - - ~~ ~ ' INSTRUCTIONS - ~ i The American Institute USE OF CURRENT DOCUMENTS. Prior to using any AfA d«ument, the user should consult an AIA component of Architects chapter or a curent AIA Documents Price List to determine the current edition o(each d«ument. i New York Avedue, N.W. ~"°""r tington, D.C. 70006-5792 . REPRODUCTIONS.Azot-t99;isacopyrightedworkandmaynotbereproducedorexcerptedfrominaubstantialpart without thr express written permission of the AIA. This document is intended to b< uud as a consumable-that is, the original document purchased by the user is intended to be consumed in the course of being used. There is no implied permission to reproduce this document, nor does membership in The American Institute of Architects corn f<r any further rights to r<produce A?oo-t997 in whole or in part. This document may not be reproduced for Project btanuals. Rather, if a user wishes to include it u an example in a Project Manual, the normal practice is to purchase a quantity of the original forms and bind one in each of the Project Manuals. Modifications may be accomplished through the use of separate Supplementary Conditions, ouch as those derived from AIA Document Asti. Unlike many other AIA documents. Azm-t997 does not carry with it a limited license to reproduce. The AIA will not permit the reproduction of this document or the use of substantial portions of language from i6 except upon written application by a specific user to and after receipt of written permiuion from the AIA. The .4IA logo is printed in red on the original version of this document. This logo distinguishes an original AIA document from copies and counterfeits. To ensure accuracy and uniformity of language, purchaurs should use only an original AlA document or one that has been reproduced from an original under a special limited license from the AIA. Documents generated by the software AIA C.obtrad Documenu: Electronic Format for WindowsTM do not contain a red logo. Documents reproduced in -this program may be accompanied by AIA Documem Dgot, Certification of Document's Authenticity. In dddiuo~, all documents in the program contain the license number under which the document was reproduced and Urc date of expiration of the license. CHANGES FROM THE PREVIOUS EDIT AIA Document Azota997 revises the t987 <dWOn of Auto flect changes in construction industry practices and the law. Comments and assistance in this revtston wtte ree "` from numerous individuals and organizations, including those representing owners uchirccts, engmeen spenfi"general contractors, subcontractors, independmlinsurance agents, sureties, attorneys and arbitrators ~ ,, y A number of substantial changeshave been made'lo A:ot-t997 document. The principal changes are described below. ' ": - ARTICLE1: Protection oC fights in Drawings, 5pea~~~ca' otherdocumenls is now specifically extended to thou of the Architrct's wnndlants, and includes docudtfnt tunic forth. ARTICLE 2: The Owneris required to designate'a ~~ live empowered to act for th< Owner on the Rojed. The Contractor is entitled to rely on the accuracy and corn ~~ ss of information furnished by the Owner. ARTICLE 3: Rocedutes arc given for ContradorL~~" eld wnditiom and for review of instructions in the Contract Documents regarding construction means and ruelhtida. The righU and responsibilities of the parties with respect to incidental design by the Contractor are ul out in deUR. ARTICLE t: Mediation is included as a precursor lo; ~ralion. The Owner and Contractor waive consequential damages (i.<., indurct damages) arising out of the Cootiactw ARTICIE 7: Amoun4 not in'dispute under ^'C'u¢ilnk~ron Change Directive must be included in Applications (or Payment. Interim determinations as to amoiinla dill ' spute will bt made by lh< Mchil<ct. ARTICLE 9: In the eburtce of a paymenf bid-" a full amount of the contract sum, paymenU received by the Contractor for the Work of pibconuacton aie -ieid the Contractor for the aubwntracton. Rdeax of retainage on comp)<ted Work is requurd at'iulutanUal comp ' ARTICIE 10: Hawdous materials provisions expanded r materials other than asbestos acct PCB, and indemnification of the Conlroctor uncles"Weise ' m has to cover rcmtdiation costs. ARTICLE 11: Project Manageriien'tProteeGve L'abilt y incur risks of the Owner, Contractor and Architect, is now an option foe the parGei to th< Cont'ra`c . ARTICLE 12: If, during the ;correction periud,'Ihe Owne ork that is not in accodance wllh the Contract Documents, the Owner. must notify the Contracl~. failure to o m «sulU In a waiver of the Owner's righU under the cortection of TMrk and tiarranly provisioiu. ~/ ~ ARTICLE 13: The Owner u permuted to assign the Coo r without consent of the Contactor. ARTICLE 14: The Owner is permitted to terminate- nvenience, with appropriate payment to the Contractor y : ~ r ~-0SING THE MODIFlCATII '~ `with-respect t mdemnificaUo state or local h - , _;:.~ Generally,nec ~_~indudedin'th '= `: toll Suo'olemen .. ~. -.,. A201-1997 FORM -. G :-p „ :.' NS Uxrsaare encou'~_raged to~- ey before completing an AIA document. Particularly contractor licensing laws, building codes, interest charges, arbitration and ~ the documen~3u~y~reguir~m r th the auistance of legal counsel to fully comply with ohs ~oHt6" ~G.,' ""', Conditions may he aaomplished by Supplementary Condi6oas and rc"fesence~ a Owner-ContrectorAgrcement. See AIA Document Asu, Glside for model'provisions and suggested format for the Supplementary Conditions. III o a ~O O 01997 AIAO AIA DOCUMENT A301-1997. INSTRUCTIONS The Amerkan Institute of Archlrects - 1735 New York Aventx, N.W. Washirigton, O.C. 200065292 -_ s Because Azot-t997 is designed for general usage, it does not provide all the information znd legal requirements needed for a specific Project and location. Neussary additional requirements must be provided in the other Contract Documents, ouch as the Supplementary Conditions. Consult AIA Document ASZt, Uniform Location of Subject Matter, to determine the proper IocaUon for such additionil stipulations. • It is definitely not recommended practice to retype the standard document. Besides being a violation of copyright, retyping can introduu typographical errors and cloud the legal interpretation given to a standard clause when blended with modifications, thereby elimirating one of the principal advantages of standard form documents. By merely reviewing the modifications to be made to a standard form documrn6 parties familiar with that document can_ __._, ,. - quickly understand the essence of the proposed relationship. Commercial exchanges arc greatly simplified and=_ expedited, good-faith dealing is encouraged, and otherwise latent clauses are exposed for scrutiny. In this way, -: - contracting parties can more confidently and fairly measure their risks. ~ ~r. _.,. . F. f: .. ~r ~V~~ Y~ s ""-+c:~w ! "f 0. y`S~r.:pa ~t x j ~ .sar f.s .~ t ' III ~ s , ~,. ..- .> _ 0 0 Cv'y i-~:t: _ r+Rr 01997 AIAO ~ AIA DOCUMENT A701-1997 _`~ ',,, k INSTRUCTIONS r-~~~ The American Institute 'r_ - of Architects ~~. ~, 1735 New York Avenue, N.W. Washington, D.C. 20006-Si9] ~a WARNING: Unikansad phororopying vbWat US. copyright Mvn and will subJact tits vblaror ro kgd prosacutbn. _ EDITION r C~ • 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 11. INSURANCE AND BONDS 12. UNCOVERING AND CORRECTION OF WORK 13. MISCELLANEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT uuitoN:lbu should use an original AIA document with theAlA logo printed in red. An original assures that chanye> will nor !h~ ob>nved ns may occur when documents are reproduced. Copyright roll 1915, rol& 1929, ro37, 1%1, ro58, 1%7, 1%3, 1966, 1%7, 197Q M76, 1%7, 01997 by The Amerkan Institute o(Architecls. Fiheenth Edition. Reproduction of the material herein a substantial quotaYlan of its provis'Ims without written permission of the AIA violates the copyright kws of the United States and will subject the violator ro legal prosecution. WARNING: Unikensed platocopying vblatal US. copyright laws and will subJaq tha vblaror ro legal prosacuton. This document has impor- tantlegalconsequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document has been approved and endorsed by The Associated General Contractors of America. ``. i. f~~~~i ~i iN ~~ 01997 AIAO AIA DOCUMENT AI01-1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. ]0006-5292 INDEX Acceptancc of Nonconforming Work 9.6.6, 9.93,12.1 Acceptance oftVork 9.6.6, 9.8.2, 9.9.3, 9•to.1, 9.to.3, 12.3 Access to Work 7.16, 6.x.1, t2.1 Accident Prevention 4.2.3, to Acts and Omissions 3 ±. 3.3 ±, 3.12.8.3.18, 4.2.3.4.3.8, 4.q:1.8.}1, 9.5.1, 10 ±.5.13.4.2.13.7.14.1 Addenda 1.1.1. 3.u .additional Costs, Claims for i~}4, 435.4.3.6.6.1.4 w3 Additional Inspections and Testing 9.8.3, L'.2.1, t3.5 Additional Time, Claims for 43.4.4.3-i• 8.3.2 ADMINISTRATION OF THE CONTRACT 3.1.3.4.94, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13.4.5.1 Allowances 1.9 All-risk Insurance 1t.i.1.1 Applications for Payment 4.2.5, i.3.8. 9.2, 9.1.94, 9.5.1.9.6.3, 9.7.4 9.8.5, 9.10, u.t.3,14.2.4, 4.-1.3 Approvals 2.{, 3.1.3, 3.5.3.1o.z. 3.12, 4•--~:. 9.3.2, 13.q.x, t3.5 Arbitration 43-3.4.;, 4.5.1, 4.5.2.4.6, 8.3.4 9.7.t, u.q•9, u.4.to Architect 4.1 Architec4 Definition of 4.1.1 Architect, Extant of Authorih~ z.{. 3.12.: , 4.2.4.3.6.4.4, 5.2, 6.3, 7.1.2, 7.}6, ,-.4. 9.2.9.3.4 9.4.9.5, 9.8.3, 9.10.1, 9.10.3, u.1, 12 ±.1. 13.5x. 13.;.2, 1i.2.x-, 4.2.4 jj~~ Architect, Limitations of Authority and Responsibility °o. 0 2.1.4 }}} 3.12•;, 3.1±.8, 3.c.lo, 4.1.2, 4.2.4 4.a.z, °d ~'o° 4.2.3.4.2.6, 4.2.i, 4.2.to, 4.2.12, 4.x.13, 4~4, 5.2.1. I 7.4, 9.q.2, 9.6.4, 9.6.6 AIA DOCUMENT A201 1997 Architect's Additional Services and Expenses GENERAL CONDITIONS 2.4,11.4.1.1, 12.2. t, 13•S~z. 13.5314.2.4 OF THE CONTRACT FOR Architect's Administration of the Contrail CONSTRUCTION 3.13, 4.2,43~4.4~4, 9.4.9.5 Architect's Approvals The American Institute z.4, 3~13~ 3.5.4 3.10.2.4.x4 of Architects 1735 New Vork Avenue, N.W. Washington, D.C. 20006-5292 Architect's Authority to Reject \\'ork • 3.5.1, 4.2.6, c.1.2, c.2.1 Architect's Copyright 1.6 Archited's Decisions 4.2.6.4.2.7, 4.2.u. 4.2.12.4.2.1 i• 4.3.4. {.4.1.44.5, 4.4.6, 4.5, 6.;. 7.3.6..'.3.8, R.1. i. R.3.1, 9.a. 9.4. y.5.1. 9.8.{, 9.9.1.13.5.'-• 4.2.2. 4.2.4 Archited's Inspections 4.2.2, 4.2.9, i~3A. 9.4.2.9.8.3. 9.9.x, 9.10.1. 13.5 Architect's Instructions 3.2.3.3.}4 i.2.6. 4.2.7.4.2.6.7.4.1, u.1, tT.5.2 Architect's Interpretations 4.2.u, 4.2.12, 4.y6 Archited's Project Representative 4.2.10 Architect's Relationship with Contractor 442, 1.6, }.43, 3.2.4 3.2._, 3.2.} }}1, 3.4.2, 3.5.4 3.,-.3, }to, 3.t4 3.tz. }tb. 3.t8. 4.t.z, 4.t.3, 4.z. 434. 4-i-b 4.4d• 5.2, 6.2.2, 7, 8.3.4 Rz, 93.94. 9.5.9.7, 9.8.9.9. to.z.b, 10.3. 1t.3, u.{.;, tz, t3.q.x, 13.5 Archited's Relationship with Subcontractor t.1.2. 4.x.3, 4.2.4, 4.2.6.9.6.3, 9.6.q, t1.q.7 Architrd's Representations 9.4.2, 9.5.1, 9ao.1 Archited's Site Visits 4.2.2, 4.2.5.4.x.9, 4.3.4.9.4'--, 9.5.4 9.9.2, 9.10.1, 135 ASbesl05 to.}t Altornrvi Fees 3.15.4 9.10.2, 10.3.3 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 t.t.1, 1.1.7, 5.za, u.5.t Boiler and Machinery Insurance u.4.2 Bonds. Lien 9.1o.z Bonds, Performance, and Payment ;.3.6.4, 9.6.7, 9.to.3, u.q.9, n.5 Building Permit T.7.1 Capitalization 1.1 Certificate of Substantial Completion • 9.8.} 9.8.4, 9.6.5 Certificates for Payment 4.2.5, 4.x.9, 9.33, 9.4, 9.5, 9.6.1, 9.6.6.9.7.4 9.10.1. 9.10.3, 1}7, 14.1.1.3, 14.2.4 Certificates of Inspenion,'teaing or Approval 1 i. i.{ Certillcales of Insurance ).10.1. LL.1.2 Change Orders t.t. t, z.i.t, 3.{. ~, y8.1.3, 3.u.I, i.lz.8, {.z.8, 4.3.{. {. i.9• i.2. i.:.1, Lz.:~3. 8.yt. 9.3.1.1. 9.to.3, u.{.t.z, u.{.{. n.i.9, tz.1.1 Change Orders, Definition of 7.x.t CHANGES IN THE WORK 3. u, {.z.8, 7, 8.3.1.9.i.t.t, u.{.9 Claim, Definition of 4.3.1 Claims and Disputes 3.2.3.43.4.{, 4.5.4.6.6.1.1, 6.3, 7.3.8.9.3•} 9.to.4. to.3.3 Claims and Timely Assertion of Claims 4.6.5 Claims for Additional Cost 3~'-3.434, 43.5, 4.}6, 6.t.1, 7.;.8, 10.3.2 Claims for Additional Time 3.'-~3.43~4, 43.7, 6.1.1, 8.}2, 10.3.2 Claims for Concealed or llnknown Conditions 43.4 Claims for Damages 3.2.3, 3.t8, {.3.10, 6.t.1, 6.3.;. 9.5.b 9.6.7, to.}} n.t.l, tl.q.5, u.{.7,14.1.} 1q.2.q Claims Subject to Arbitration 4.{.1, {.5.t 4.6.t Cleaning Up 3.15, 6.T Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Conditions Relating to 2.2.1, }z.l, 3.{.b 3.7.1, }to.1.3.u.6, 4•}5, S.z.t, 5.z.}, 6.z.z, S.LZ, 8.2.x. 8.}t u.t n.4.t 11.4.6,11.5.1 Commencement of the Work, Definition of B.I.z Communications Facilitating Contract Administration 3.9.1, 43.4 Completion, Conditions Relating to 1.6.1. 3.q.1, 3.n. 3~t5, 4.2.x, 4.2.9. S.x, 9.q.x, 9.8, 9.9.1, 9.to, tz.x, 1}.7, Iq.l.z COMPlET10N, PAYMENTS AND 9 Completion, Substantial {.2.9.8.1.1, 8.1.;, 8.x.3, 9.{.z, 9.8, 9.9.t, 9.10.} 9.10.{.2,12.2,13.7 Compliance with Laws 1.6.4 3.+_.z, }6> 3~7, 3.u.lo. 3.1} 4.Lb 4.4.8, 4.6.4, 4.6.6.9.6.4, loa.z, u.l, u.q, 13.4 t}4, t}5.1, 1}.5.2, 13.6, Iq.l.t, t4.z.1.3 • Concealed or Unknown Conditions {.3.{, 8.3.1, 10.3 Conditions of the Contract Lt.l, 1.1.:.6.1.1, 6.1.{ Consent ~t'ritten 1.6.3.4.2. 3.12.8, 3.µ.x, 4.1.x, 43.4, q.6.4. 9.;.z. 9.8.5.9.9.1.9.10.x. 9ao.} u.{.t 13.2. q.q.z CONSTRUCTION BY OWNER OR BY SEPAMTE CONTRACTORS 1.1.4, S ConsWClion Change Directive, Definition of 7.}I Construction Change Directives t.l.t }t2.8, 4.2.& 4.3.9.7.4 73.9.S.Lt Construction Schedules, Contractor's t.4.t.x.;.to,;.t2.t }u.z, 4.3.7.x, 6.t.3 Contingent Assignment of Subcontracts 5.4. Iq.z.2.2 Continuing Contract Performance 133 Contract, Definition of 1.1.: CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, ll.{.9.14 Contract Administration Contract Atlard and Execution, Conditions Relating to 3.7.t 3.to, 5.x, 6.1, u.1.3, u.q.b, tt.5.t Contract Documents, The l.b Lz Contract Documents. Copies Furnished and Use of t.6, 2.2.5.53 Contract Documents, Definition of 1.1. Contract Sum }8, 4.3.{, 43.5. {.4.5. S.z.3. 7.x, 7.3, 7•i. 9.1.9.q.x, 9.5.1.4, 9.6.7.9.1, to.}.2, U•4.1, 14.x.4, tq.3.2 Contract Sum, Definition of 9.t Contract Time 4.3.4.43.7.4.4.5, 6•x.} 7.x.t.3, 7.3.7.4.8.1.1, 8.z, 83.1, 9.5.1.97.10.3.x, Iz.l.l, t4.;.x Contract Time, Definition of S.ta CONTRACTOR Contractor. Definition o[ 3.1, 6.t.x Contractor s Construction Schedules t.q.1.x, 3.10, 3.tzt }IZ.z, 4.3.7.x, 6.t.3 Contractor s Employees 3.3.z, 3.4.} }Sr, }9.3.IS.z. q.a} q.ab, to.z,lo.} 11.1.1, 11.4.7, 14.1, 14.2.14, Contractor s Liability Insurance 11.1 WARNING: Unllcanaed photocopying vblatar U3. copyrlghr 6ws and will rubJact IM vblator to legal profatutbn. c jjjl a odO~~oo 01997 AIA® AIA DOCUMENT A301-1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION the American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Contractor's Relationship with Separate Damages, Claims fur Conlradors and Owner i Forces 3.2.3, 3.18, ;.3.10, 6.1.1, 8. i. t, y.5.1, y.6.7, lo. t. i. 3.u.5, 3.µ.z.4.2.;. 6, u.;.7, u.6z, 12.2.4 u.l.l, n.4.5, u.4.;, 74.1.3, µ.2.4 Contractor's Relationship with Subcontractors 7.2.2, ;.3.2.3.18.6 3.18.2. 5.9.6.2, 9.b.i, 9.to.z, 11.4.73, 1t.4.i, 11.4.$ Contraaor's Relationship with the Architect l.l.z, t.6. 3.1.3. 3.2.6 3.z.z, 3.x.;, 3.3.7, 3.4.3, 3.5.7, 3.7.3.3.10, 3.u, 3.tz, 3.76, 3.78, 4.7.x, 4.t.~;.z, 43i. 4.4.1, i-0-i. 5.2, 6.2.2, 7, 8.3.7, 9.x, 9.3.9.4, .5.9.i. 9.8, 9.9, 10.2.6, to.3, u.3, u•4J, tz, 13.;.2. 73.5 Contractor's Representations 7.53.3.5.7. 3.72.6, 6.2.2, 8.2.1, 9.33.9.5.2 Contractor's Responsibility for Those Performing the \Vork 3.33.3.78, 13.3.4.3.8. 5.3.7, 6.7.3, b.z, 63 9.5.7, to Contractor's Review of Contract Documents 7.5.2, i.z,;.7.3 Contractor's Right to Stop the Work 9~i Contractor's Right to Terminate the Contract Contractor's Submittals 3.to. 3.u, T.n, 4.2.7, S.z.7. 5.2.3.7.3.6, 9.x.9.3. 9.8.2. 9.8.3.9.9.7, 9.to,z, 9.10.3, u.63, u.5.z Contractor's Superintendent 3~9. lo.x.6 Contractor's Supen~ision and Construction Procedures t.z.2. 3.3, i.;. ;.IZ.IO. i. x.2, 4.x.7, 433.6.1.3, 6.z.;. 7.13.73.4, 1.3.6, 8.z, to, Iz, µ Contractual Liabilih~ Insurance u.1.1.8, u.2, u.3 Coordination and Correlation 1.2, 1.5.x. 3.3.1. 3.10. 3.12.6. 6.1.j, 6.2.1 Copies Furnished of Drawings and Specifications 1.6, 2.2.5, 3.u Copyrights t.6, 3.77 Correction of \Vork - z.3, '2.4.3.7.;. 4.2.6 9.4.2, 9.8.2, 9.8.;. 9.9.7. lx.t.x, lx.z, 73.7.1.3 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.6 Ilj~ Costs x.4.3.2.3, i..-.4, 3.8.2.3.15.2.43, 5.4.2, 6.t.s, 6.x.3. o. 0 7.3.3.3, 1.3.6, i•3.R 7.3.8, 9.lo.z, to.3.x,1o.5, u.3, DODO ' 11.;, 11.1, 1_._.1, 1_.?.;, 13.5, 14 Cutting and Patching 01997 AIA® 6.2.5,3.14 AIA DOCUMENT A201-1997 Damage to Construction of Owner or Separate GENERAL CONDITIONS Contractors OF THE CONTRACT FOR CONSTRUCTION j 14 ~ 6 ~ 4,9~z.1.5, to.z.6z, lo.z.5, 1o.6, n.h u.4, 123.4 The American Institute Damage to the \Vork of Architects 3.14.x, 9.96 to.3.t.x, lo.x.5, to.6, u.q, 12.x.4 1735 New Vork Avenue, N.W. Washington, D.C. 30006-5293 Damages fur Delay 6.1.1, 8.3. i. 9.5.7.6. 9d, IO.i.2 Dale of Commencement of the \\ork, Definition of S.t.2 Date of Substantial Completion. Definition of 8.7.3 Dav, Definition of 5.1.4 Decisions o(thz Architect ;.x.6.4'•7, 4.2. u. 4.2.12, 43.73, 434, 4.4.1, 4.45. ;.;.6.4.5.6.3, 7.3.6.7.3.8.8.1.3. 8.3.6 93, 9~4. 9.5.1, 9.8.;, 9.9.1, 73.5.2, 14. •_._. 1;S..j Decisions to Withhold Certification 9.4.1.9.5.97, 74.1.1.3 Defective or tionconforming 1\'ork. Acceptance, Rejection and Correction of '3.3, z.4, 3.5.7.4.x.6. 6.2.5.9.5.6 9.5.x, 9.6.6.9.8.x, 993.9.70.4, L.2.6 13.7.1.3 Defective Work, Definition of 3.5.7 Definitions t.t.'_.t.L 3.6 3.5.6 3.v.6 3.72.2, }123, g.1.6 q.3.1, 5.1, 6.t.z, 7.2.7, 7.3.7.7.3.6, 8.6 9.6 9.8.1 Delays and Extensions of Time 3.2.3.4.3.7.43.4, 4d~R 4~4~5, 5.x.3, 7.2.6 1.3.4 7.4.7, 7.5.1,!].9.5.7, 9.7.1, 10.3.2, 10.6.1,14.3.2 Disputes 4.7.4, 4}, 44.4.5.4.6, 6.3, 1.3.8 Documents and Samples at the Site 3.11 Drawings, Definition of 7.7.5 Drawings and Specifications, Use and Ownership of 1.1.4 1.3, 2.x.5, 3.u, 5.3 Effective Dale of Insurance 8.2.2, 77.1.2 Emergencies 4.3.5,10.6, 74.7.7.2 Employees, Contractor's 3.3.2. };.3.3.8.6 3~9.3.78.2, 4.2.3, 4.x.6, to.x. 70.3. 11.1.7. ILQ.j, 14.1, I;.2.1.1 Equipment, Labor, Materials and 1.1.3, u.b, 3.4, 3.5.6 3.8.2, 3.8.3, 3.12, 3.13. 1.75.7, 4.2.6, 4.2.7, 5.x.1. b.za. 7.;.6.9.3.2, 9.3.3.9.5.7.3. 9.10.2, 7o.z.l, to.x.4, 14.x.7.2 Execution and Progress of the \Vork 1.1.3, 7.x.6 t.z.z, z.z.3, z.z.5, 3.t• 33.3-i~ 3~5. 3~7• S.to, 3.12-, 3.1;, 43.2, 4.x.3, 4.3.3, b.az, 7.7.3, i 3.4, S.z, 9~5, 9.9.7, 10.2, 10.3, 7x.2. 1; ±, t;.3 Extensions of Time 3.x.3.4.3.6 43.4.4.3.-, 4.4.5. 5.2.3. i.z.1. 7.3, 7.4.7. 9.5.6 9.7.610.3.3,10.6.1, µ.3.z Failure of Payment 4.3.6.9.5.7.3.9.7, 9.10.2, µ.l.7.3, µ.2.t.2, 73.6 r ~~ r~ ~J Faulh~ \\"ork t tine Drfrcliee or Nonconforming \York! Final Completion and Final Payment ;. x. L i~=~'). ;.1. _. •).8.?, 9.10. 11.1.x. I Ll. j. I l.i.l. 11.;. j, ix. i.l, ii.'. I;. x.{, 1;.;.j Fin:ultial Arra ngemrnU, Oscnrr's _.x.l, li. x.x, 1{.LLj Fire and Estendrd Coerrege Inwrance 11.4 GENERAL PROVISIONS t Governing Law 13.1 Guarantzes(See W'arrantyl Hazardous Materials 10. z.{, 103, 10.5 Identification of Contract Documents 1. j.1 [drntification of Subcontractors and Suppliers 5.x.1 Indemnification 3.17, 3.1a, 9.to.z, lo.;.3, 10.5, n.q.t.x, u.q.7 Information and Services Required of the Owner z.t.z, 3.2.3. z.1.3~1` {, 3.1_.w, 4.z.7. 4.3.;. 6.t.} 6.1.4, 6.x.i. 9.3.a, 9.6.4 9.6.{. 9.y.z, 9.t0.3, 10.3.3, u.z, u.4, t3.5.1, t3.5.z, t;.1.1.{, 14.1.4 Injury or Damage to Person or Property 4.3.a, IO.x, lo.b Inspections 3.1.3.3.3.;. 3.7.1, 4._.z, 4.x.6.4•x.9, 9.4.x, 9.B.z. 9.8.3.9.9•x, 9.10.1, Iz.z.4 13.; Instructions to Bidders 1.1.1 Instructions to the Contractor 3.x.3, 3. t.1, 3.6.4 {. z.8, 5.z.t, 7, Iz, S.z.+_,13.5.+_ Insurance 3.16.1.6.1.1, i.3.6, 8.x.4 9.3.x, 9.8.4.9.9.1, 9.1o.x. 9.10.5, n Insurance, Boiler and Machinery 11.q.2 Insurance, Contractors Liability u.l Insurance, Effective Date of 8.•_.z, lt.l.z Insurance, Loss of Use 11.4.3 Insurance, Owner s Liability u.z Insurance, Project Management Protective Liability u.3 Insurance, Properly lo.z.5, tt.4 Insurance, Stored Materials 9.3.z, u.{.1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9~9~1. 11.{.1.5 Inwrance Companies, Settlement with il.{.10 Intent of thr Contract Documents Lz.6 4.z.-, {.z.tz, 3.x.13, 7.; Interest t3.6 Interpretation t.z.} 1.4.;.1.6 4.3.1, 5.1, b.l.z, 8.1.4 Interpretations, \Vrittrn 4.x.u, {.z.tz, q.3.6 loindrr and Consolidation of Claims Required {.6.{ Judgment on Final Award 4.6.6 Labor and iv[aterials, Equipment t.t.3, t.1.6, 3.4, 3.5.1.3.8.x, 3.8.3.3.tz, 3.1} 3.15.1, {z.b, q.x.', S.z.1, b.z.6 7.;.6.9.}z, 9.33, 9.5.1.3. 9.10.?, IO.x.I, IO.z.{, 14.z.1.z Labor Disputes 3.3.t Lalvs and Regulations 1.6.3.z.z.;.6, 3.i. 3.a.lo, 313, 4.1.6 4.q.8, q.6, 9.6.{. 9.9.1, 1o.z.z, u.l, u.{, 13.6 t3.4, 13.5.1, 13.5.x, I r.6, 1{ Lirns z.t.z, q.{.8, 8.z.z, 9.33, 9.to Limitation on Consolidation or Joinder 4.6.4 Limitations. Statutes of {.6.3, Iz.z.6, 13.7 Limitations of Liability _.3, 3.z.t. 3.5.4 3.7.3. 3.IZ.8, }tz.lo, 3.17, 3a8, 4.x.6. {•z•7, {.z.tz, 6.z.z• 9.4.x, 9.6.q. 9.6.7.9.to.{, 10.3.;. lo.z.5, u.t.z, u.z.b u.q.7, tz.z.5. 1;.q.z Limitations of Time z.1.z, z ±, z.4, 3.x.1. }7.3, 3.10, 3.u, 3.IZ.5, 3.15.1, {.'x.7.43• q~4.4.5. q.6.5.z, 53, 5~4, 6.z.q. 7.3, 7.4. S.z, 9.x. 9.31, 9~}3, 9.4.1.9.5, 9.6.9.7, 9~8, 9~9, 9.10,11.1.;, u.q.45, u•4.6, u•4.1o. 1z.x, t}.5, 13J, 14 Loss of Uae Insurance 11.4.1 Dlaterial Suppliers 1.6.3.tz.1• i.z.q. 4.x.6, S.z.l, 9.3, 9.q.z. 9.6, 9.to.5 Materials, Hazardous to.x.q, to.3, 10.5 Materials, Labor, Equipment and 1.1.3, 4u6, t.6.6 3.q, 3.5.1, 3.8.x, 3.8.z};.lz, 3.13. ;.t5.6 4.2.6.4.x.7, S.z.4 6.x.6 7.3.6, 9.}z, 9.3} 9.5.1.} 9.lo.x, to.z.4 lo.z.4, tq.x.l.z Means. Methods, Techniques, Sequences and Procedures of Construction 3.;.4 3.lz.lo. 4.z.z, 4.x.7, 9.4.2 Mechanic's Lien ;.4.8 WARNING: Unikansed pholxopying vb4NS US. copyright laws and will sublecl the vblaror ro Mgal prosacutbn. IIII o a O~~po 01997 AIAO AIA DOCUMENT A301-1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION the American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Mediation Owncra Loss of LLse Insurance q.;.1. {.;.5, ;.;.6, 4-i.8, 4.3, 4.6.1, 4.6.x, 8.3.6 10.5 u.;.3 Minor Changes in the Work 1.1.1, y1x.8,;.x.8,;.3.6, 7.6 7.4 MISCELlANE0U5 PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 61.6 1.1.x, 3.7.3. 3.11, i.l.x, 4.2.6 S.z.3• : , 8.3.6 9..-. 10.3.2, u.q.1 Mutual Responsibility 6.1 Nonconforming Work, Acceptance of 9.6.6, 993,17.3 Nonconforming Work. Rejection and Correction of z.3. 2.;, 3.5.6 4.2.6, 6.2.5, 9.5.6 9.8.x. 9.9.3.9.10.;. 12.x.1, 13.7.1.3 Notice 2.2.6 z.3, 2.;, ;.x.3, 3.3.6 3.7.2, 3.7.q, i.lx•9, 4d. q.4.R, 4.6.5, 5.x.1, R.x.x, 9J, 9•to, lo.x.x, 11.1.3, u.;.6, lz.x.x, ¢.z.q, 13.3,13.5.1,13.5.2, µ.l, t4.2 Notice, Written z.3, 2.;, 3.3.1, }9, 3~1---9, 3.t2.to, 4.};.;.8, 4.6.5, 5.2.6 8.2.2, 9.7, 9.10, lo.xa, 10.3, 11.1.3, n.4.6. 12.2.2,12.2.;.13.3, 1; Notice of Testing and Inspections 13.5.6 13.5.2 Notice to Proceed 8.2.2 Notices, Permits, Fees and 2.2.2, L7, 3.13.7.3.6.{, to ±.x Obsen~ations, Contractor's 1.5.x.3.2, 3~: 3, 43.4 Occupanq~ x.x.x, 9.6.6, 9.8, u.;.t.5 Orders, \\'ritten t.la, 2.3.3.9.43.6, :, 8.2.2, u.q.9, 12.1, tz.2,13.5.z, µ.3.I OWNER 2 Owner, Definition of za Owner, Information and Services Required of the z.6x, 2.2.3.2.6 3.1x.;. 3.lx.lo. 4.x.7. -F.3.3. 6.t.3. 6.1.;. 6.2.5, 9.3.2, 9.6.6 9.6.;, 9.9.z, 9.10.3,10.}3. ~I~I u.x, u•4, 13.5.1, 13.5.x, µ.6I.;, µ.t.; Owner's Authority °o. 'o° 1.6, 2.66 2.3, 2.4.3-i~'--, 3.8.6 3.12.10. 3.Iq.z, q.1 +_, o•. --.•o o~ ;.1.3.4.z.;, 4.2.9, 4.;.6, 4.4-i, 5.x.6 5.x.4, S.q.l. 6.6 6.3, 7.x.1, 7.3.6 S.x.z, 8. r.1. 9.3.6 9.3.x, 9.5.6 0 1 9 9 7 w I n® 9.9.1. 9.to.2, 1o.3.z, 11.1.3, u.3.6 u.;.3, u•gao, AIA DOCUMENT A301-1997 12.2.2, 12.3.1, 13.x.2,1;.;, 14.; GENERAL CONDITIONS Owneri Financial Capability OF THE CONTRACT FOR CONSTRUCTION 2.2.1, l;.x.x, 1;'1'1'5 Owner's Liability Insurance The American Institute 11.7 of Architects 1735 New Vork Avenue, N.W. Washington, D.C. 70006-5797 Osvner> Relationship with Subcontractors 1.1.2, 5~'--, 5.3, S~i, 9.6•;. 9.10.'.1;.2.2 Owner's Right to Carry Out the Work 3.4. 12.2.q. µ.i.2.2 Owners Right to Clean Up 6.3 Ownei s Right to Perform Construction and to Award Separate Contracts 6.1 Ownei s Right to Stop the Work 2.3 planer's Right to Suspend the Work lid Owner's Right to Terminate the Contract µ.2 Ownership and llse of Drawings, Specifications and Other Instruments of Service 6661.6, x.z.5, 3.x.1.3.u.t. 3.1-.1.;a.lz, S3 Partial Occupancy or llse 9.6.6, 9.9, t 1.;.1.5 Patching, Cutting and ).14, 6.2.5 Patents 3•li Payment, Applications for 4.2.5, 7.;.8, 9.2, 9.3, 9.q, 9.5.6 9.6.} 9.7.1, 9.8.5, 9.10.1.9.10.} 9.10.5, ua.} µ-''-~4, t;.4.3 Payment, Certificates for ;.2.5.4.x.9, 9.3.3, 9.4.9.5.9.6u. 9.6.6.9.7.1, 9.10.1, y.l0.j, 13.7.1;•1.1. i. 1;.2.; Payment, Failure of ;.3.6, 9.5.1.3, 9.7. ).10.2, 1;.Lt.3, µ.z.1.2, 13.6 Payment, Final ;.2.1.4.x.9, ;.j.z• 9.8.2, 9.10. 11.1.2, ll.l.j, IL4.1. 11.45, 12.3.1, 13.7, I;.x.;, 4.;3 Payment Bond, Performance Bond and 7.3.6.4, 9.6.7, 9.1o. i, u.;.9.11.5 Payments, Progress .t.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, µ.2.3 PAYMENTS AND COMPLETION 9 Pavments to SubcontreUOrs 5.4.2, 9.5.1.3.9.6.x, 9.6.3.9.6.;. y.6.h u.;.R, µ.z.6x PCB 10.3.1 Performance Bond and Payment Bond j.3.6.4, 9.6.i, 9.1o. i, tt.q.9, 11.5 Permits, Fees and Notices 2.2.2, 3.L 3.13, 7.3.6.;. 10.2.x PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 • Product Data, Defnition of 3. L`.x product Data and Samples. Shop Drmvings ;. n, 3.12, ~._.- progress and Completion progress Payments Project. Definition of the t,t.a Project Management Protective Liabiliq~ Insurance 11.3 I'rojecl Manual, Definition of the l.l.,' Project Manuals x.2.5 Project Representatives 4.2.In Property Insurance lo.z.5, 11A PROTECTION OF PERSONS AND PROPERTY , 10 Regulations and Lae•s L6, 3.2.2, i.6, 3.7, LG.IO. ;.l} 4.1.1, 4.4.8, 4.6, v.G.4, 9.9.1. lo.z.2, n.l, u.4.1}41}4, 13.5.1. 1}5.z, 1 L6, 14 Rejection oE\Cork 3.i.1, 4.?.6.1!.'_.1 Releases and Naiven of Liens 9.lo.z Rrprrsrlitalions 1.5.2. 3.5.1, 3.12.6.6.2. ~. 3.2.1, 9.}} 9.3. _.9.5.1. 9.3.2.9.10.1 Representatives 2.1.1, 3.1.1, }9.4.1.1, 4.2.1, 4.2.10. 5.1.1. 5.62, 13.2.1 Resolution of Claims and Disputes 4.4. 4~5, 4.6 Respomibilily for Those Performing lhr \\brk 3.}.2, 3.18, 4.z.} 4.}3, 5.3u, 6.t.} b.z, 6.} 9.5.1, to RrWinage 9.3.6 9.6.x, 9.8.5, 9.9.6 9.lo.x•g.1d.3 Review of Contract Documents and Field Conditions by Contractor 1.5.2, 3.2, 3.7.} }12.i • 6.L t Review of Contractors Submittals by Owner and Architect -. 3.10.1, 3.lo.z, }u, }r_, 4.z, 5.z, 6.1.;9.2.9.8.2 Itrview of Shop Drawings, Product DaW and Samples by Conlrador 3.1'_ Rights and Remedies 1.1.x, z.}, z.4, 3.5.1.3.15.x, 4.x.6.4.34, 4~5.4.6, 5-} 5~4, 6.1, 6.}731.3.3.9~i~69~7.1o.z.5, lo.;, IZ ..2, 12.x.4, 13.4, U Royalties, Patents and Copyrights 3.17 Rules and Votiees (or Arbilwtion 4.6.x Safety of Persons and Property lo. z, 1a.6 Safety precautions and Programs 3.}.1, i.z•z,;.z.:. 5.3.1.10.1. lo.z, 10.6 Samples. Definition of i.l `.i Samples. Shop Drawings, Product Data and 3.11.3.15, y.z.,- Samples at the Site, Documents and 3.11 Schedule of Values 9.5.9.3.1 Schedules. Construction 1.4.1.x, i.10, 3.12.1, j.lz.'_, x.3.7.2, 6.1.3 Separate Contracts and Contractors t.1.4, }IZ.S• 3.1.{.x, ;.z.;, 4.z.i• i.6.4, 6. S. is, u.i.:. 12.1.2, c.z.5 Shop Drawings, Definition of 3.Iza Shop Drawings. Product Data and Samples 3.u, L15. 4.x.7 Site, Use of 3.13.6.1.1.6.!.1 title InSpecl1U115 t.2.z, 3.2.1, 3.3.3. };.1.4. z, i$•4.9.4.x, 9.lo.b 13.5 Silt VisiU. Archittd's 4.2.x. 4.2.9.434, 9-+=. 9.5.1, 9.9.5, 9.10.1, 13.5 Special Inspections and lasting 4.2.6,12.2.1,11.5 Specification., Definition of the 1.1.6 Specifications, The 1.1.1,11.6. 1.1.:, 1.2.2, La, 3. u,;.1^_.IO, 3.1: Swtute of Limitations 4.6.} u.2.6, 1}7 Stopping the \\urk 2,} 4. i. n, 9•i. 10.} 1.1.1 Stored Materials 6.x.69.3.2, lo.x.l.z,10.2.4, u.4.t.4 5ubcontrador, Definition of 5,s.t 5U3CONTRACTORS s Subcontractor, \\•ork by 1...5. }3.!.7.1x.1, 4.x.3, i.2.3. 5.3. 5.4, 9.}t.x, 9.6.7 S IItnctual Rdatioas ), S.J. 4.1.1. ]. y S, $l0 10.2.1, 11.4.7. 1 L4.g, 14.1. 14.L61432 Subrnittal> 4(n 3.10. }11, }¢. 4.2.;.5.2.6 5-i} i.7.6. 9.z, 9.} 9-A9.9.69ao.z,9.1o.7,a.1.; Subrogation, Waivers of t.t.l, u.4.5, u.4.j III 0 0 °0000° 01997 AIA® AIA DOCUMENT A501-1997 GENERAL CONDITIONS OF THE CONTRACT FOR SubaunlialCompletioII ~=~- CONSTRUCTION 4.x.9, S.t.6 S.t.} S.z.} y.4.z, 9.a, q.y.l 9.10 ~}Yy 9.1o.4.z, Iz.z, 1}7 ~ ~ The American Institute Substantial Com lesion, Definition of of Architects P 1735 New York Avenue, N.W. 9.8'1 Washington, D.C. 200065295 ~. WARNING: Unikanaed phataa%Ir18 vkdaNa US. capyrlght laws and will tult]ast 1M rblatarq Meal aO~rtlon. 9 Ihl o - o. o oo.~~•~o C~ Q 1991 AIAm AIA DOCUMENT A301-1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION the American Institute of Archilecrs 1735 New Wrk Avenue, N.W. Washington, D.C. 20006-5292 Substitution of Subcontractors 5.x.3. 5.x.4 Substitution of Architect 4.1. i Substitutions of ?laterials 3.4.2, 3.5.t. ; .}- Sub-subcontractor, Definition of S.I.x Subsurface Conditions •F.3 4 Successors and Assigns 13.2 Superintendent 3.9,10.2.6 Supervision and Construction Procedures Lx. x, 3.7. 3~4 3.12.10. 4.x.x, i•r.i, 4.3.} 6.t.3, 6.x.;, 7.t.3, 7.3.6.8.2, 6.3.1.9.i•x, lo, Ix, y Surely ;.4.7. 5.4.1.x, 9.8.5, 9.lo.x, 9.10.3, t4.2.x Surety, Consent of 9.lo.x. 9.10.3 Surveys 2.+.3 Suspension by the Owner for Convenience H.4 Suspension of the \\'ork 5.4 ~, 14d Suspension or Termination of the Contract 4.3.6, 5.4.1.1, u.4.9, y Taxes 3.6, ;. B.•_.t. 7. i.6.4 Termination by the Contractor 4.3.to, u.t Termination by the Owner for Cause 4.3.10, i.4.1.7, U.2 Termination of the ArchiteU 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSVENSION OF THE CONTRACT u Tests and Inspections 3.1.3, 3.3.3.4.'2.x. 4.x.6, 4•x.9, y.4.2. y.8.3, 9.9.x-, 9.In.1,10.i.2. 11.4.1.7, Ix :.1,13.5 TIME Time, Delays and Extensions of }2.3.4.3.1.4.3.4, 4J.,-. 4.ii.5.x.;, 7.2.b 7~,. ;.4.1, ;.j.1, 6.3. 9.5.1, 9.7.,.10.3.2. 10.6.1 ,q.3.2 Time Limits 2.1.x, 2.2, 2.F }2.b i.'.3. }lo. !. U, !.IS.5.3.15.1. 4' 4}a,.4. i. 4.6. S.x. 5.3. 5.r 6.24, 7.3, 7+F 8.+, 9 x. y.}I.9.3.: 9.4.t. 9~5• f.6.9.?. 9.8, 9.A 9.Iw r".3. u.4.l.i, n.;.6. n.filn. u.x. 135, 13.),14 .f.imaymits on Claims i!]. 4.3.4.4.3.8. a4.4.i. 4.6 Title to hbrk • 9d=, a :t.3 UNCOVERING AND CORRECTION OF WORK t2 Uncovering of Work 12.1 Unforeseen Conditions 4~}4. &3.1, 10.3 Unit Prixs 4.3.y, -.}3.x Lke of Dsxumenls LL1, 1.6, 2.x.5,;.u.6. i.3 Use of Site 7.13. 6.1.1, 6.2.1 Values, Schedule of f.2, 9. t.l Waiver of Claims by the Architect 13.4.x \Vaiver of Claims by the Contractor 4.3.10. 9.10.5, u•4.;. 13.4.2 Waivrr of Claims by the Owner 4.3.10, 9A~3. 9.10.3.9.to.;, u.4.3, a4.5, u•4.'. 12.2.2.1, 13.4.:,14.2.4 Waiver of Consequential Damages {.3.10, 14.2.4 Waivrr of Liens y.lo.'-, 9.10.4 N'aivrrs of Subrogation 6.t.1. 11.4.5, 11.L7 Warranty 7.5, 4.2.9, 4.3.5.3.9.3.3, y.8.4, 9.9.1.9.10.4, a ±.x, 1 t.7.1. i \tiathrr Delays 4. i•7.2 \\~+rk. Definition of LL3 \t iitten Consent 1.6.3.4.2, 3.1x.8, :.14.2, i.l.x, 434, 4.6.4.9.; ±, 9.8.i, 9.9.1, 9.10.2, 9.10.3, u.4.1,1}x,13.{? Written Interpretations 4 ..11.4.2.12, 43.6 Written Notice x.3, x.4. }3.1.3.9. 3. c.9. 3.12.10, 4.} 4.4.8.4.6.5. j.2.1. 8.2.2, 9~i ~ 9.111. IU.22, 10.3, tl.l. i. 11.4.6, 12.2.2, 12.2.4.173, 14 \~ritten Orders 1.1.1, 2,;, }9.4.3.6, 7, 6.2.2, u.4.9. 12.1, 1x.2, 13.5.'-, 1i.3.t ARTICLE 1 GENERAL PROVISIONS 1.1 BASIC DEFINITIONS - • 1.1.1 THE CONTRACT DOCUMENTS Thr Contract Documenu consist of rtes Agreement between Owner and Contractor (hereinafter the .\grremrnt), Conditions of the Contract (Generate Supplementary and other Conditions), Dra~.ings, Specifications. Addenda issued prior to esecution of the Contract, other documents listed in rtes Agreement and Alodifications issued after execution of the Contract. A Ivlodification is (11 a written amendment to the Contract signed by both parties, (z) a Change Order, (3) a Construction Change Directive or (.t) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract D«uments do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, thz Contractor's bid or portions of Addenda relating to bidding requirements). 7.1.2 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 maybe amended or modified only by a Modification. The Contract D«uments shall not be construed to create a contractual relationship of any kind (t) between the Architect and Contractor, (z) between the Owner and a Sutxontractor or Sub-subcontractor, (;) 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. 1.1.3 THE WORK The term "\\'ork" means the construction and services required by the Contract D«uments, 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 mar constitute the whole or a part of the [ roject. 7.1.4 THE PROJECT The [ roject is the total construction of which the \Vork 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 D«uments showing the design, I«ation and dimensions of the Work, generally including plans, elevations, sections, details, schzdules and diagrams. 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract D«uments consisting of the written require- IIII menu for materials, equipment, systems, standards and workmanship for the Work, and perfor- mance of related services. °o. o o~~~o 1.7.7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding o 1997 Ain requirements, sample forms, Conditions of the Contract and Specifications. AIA DOCUMENT A2ot-1897 GENERAL CONDITIONS OF THE CONTRACT FOR • 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS CONSTRUCTION 1.2.1 The intent of the Contract D«uments is to include all items necessary For the proper esecution and coot lesion of the Work b the Contractor. The Contract D«uments are The American Institute p Y of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING: Unikensed photowpying vblans US. coprrlght hws and will subiad 1M vb4tor ro Mgal prosscutbn. complementary, and what is required by one shall be as binding as if required by all; prrfunnance 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. III c G. o °o cq o° O 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. 200W-5292 t.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 ~h'ork to be performed by am trade. 1.2.3 Unless otherwise stated in the Contract Documents, words which ha~-e 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 (11 sprcificalk defined, (_) the titles 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 [n the interest of breviq• the Contract Documents frequently omit modifying words such as "all" 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 identify 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 t.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 \ti'ork to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or 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 rights, in addition to the copyrighU. All copies of Instruments of Sen•ice, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the ~t'ork. 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 respell to this Project. They are not to be used by the Contractor or any Subcontractoe Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work 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 • WArtHInG: Unacensed photocopying vbktes 0.S. copyright kws and will wblect the vbktor to kgel prosecution. the e~evutiun of their Mork under the Contract Documents. All copies made under this authorization shall brar the statutory copyright notice, if any, shown on the Drawings, >p.cirivations and other documents prepared by the Architect and the Architrct's consultants. • Submittal or distribution to meet official regulatory requirements or for other purposes in aalneaiun Frith this l'rojrct is nut to be construed as publication in derogation of the Architect's or A:.hitevtb cotuultants':opyrights or other reserved rights. ARTICLE 2 OWNER 2.1 GENERAL 2.1.1 The Owner is the person or entiK 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 O~rneri approval or authorization. Except as olheneise provided in Subparagraph ~._.t, the Architect dues not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. 2.1.2 The Owner shall furnish 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 rights. 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 Orvner shall, at the written request of the Contractor, prior to commencement of the \Vork 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 \1'ork. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. 2.2.2 Fxcept for permits and fees, including those required under Subparagraph 3.7.b which are the rrsponsibilih 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 shall E<trnish surveys describing physical characteristics, legal limitations and utilih- ]ovations 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. 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 \Vork under the Uwner's control shall be furnished by the 11I) Owner after receipt from the Contractor of a written request for such information or services. o, o 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be Furnished, °oooo° free of charge, such copies of Drawings and Project hlanuals as are reasonably necessary for p t s s r ~, A esevution of the Work. AIA DOCUMENT A201-1997 GENERAE CONDITIONS 2.3 OWNER'S RIGHT TO STOP THE WORK OF THE CONTRACT FOR • CONSTRUCTION 2.3.1 [f the Contractor fails to correct Work which is not in accordance with the requirements of the ContraU Documents as required by Paragraph lz.z or persistently fails to carry out Work in The American Institute of Architects 1735 New Vork Avenue. N.W. Washington, D.C. 20006-5292 accordance with the Contract Documents, the Owner may issue a written order to the • Contractor Lo stop the \Vork, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the \Vork shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or am• other person or entity, except to the extent required by Subparagraph 6.t.3. o IIII o o. o ooO 01991 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. 20006-5292 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or neglects to carry out the N'ork in accordance with the Contract Documents and fails within asewn-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within athree-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 services made necessary 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 3.1.1 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 \Vork in accordance with the Contract Documents. 3.1.3 The Contractor shall not be relieved of obligations to perform the \Vork 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 Documents are complementary, before starting each portion of the \Vork, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the \Vork, as well as the information furnished by the Owner pursuant to Subparagraph a ±.3, shall take field measurements of am• existing conditions related to that portion of the \Vork and shall obsen•e 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 Contraaor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract 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 Contrauor believe, that additional cost or time is involved because of clarifications or instruuions issued b.• the Architect in response to the Contractors notices or requests for information pursuant to Subparagraphs 3.±.t and 3.z.z, thr Contractor shall make Claims as provided in Subparagraphs q.}.6 and {.3.7. If the Contractor fails to perform the obligations of • Subparagraphs 3.z.t and 3. _.+_, the Contrauor shall pay such vests and damages to the Owner as ~~ Quid have been avoided it the Contractor had performed such obligations. The Contractor shall nut hr liable to the Owner or Architeu for damages resulting from errors, inconsistencies or omissions in the Contract Documenu or for differences behveen field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omiuion or difference and knowingly failed to report it to the Architect. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supen•ise and direct the \Vork, 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 pr«edures and for coordinating all portions of the \Vork under the Contract, unless the ContraU D«umenls give other specific instructions concerning these matters. !f the Contract D«umenls give specific instructions concerning construction means, methods, techniques, sequences or pr«edures, 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 pr«edures. 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 pr«eed with that portion of the \Vork 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 aaeptance of changes proposed by the Contractor, the Owner shall be soley responsible for any resulting loss or damage. 3.3.2 The Contractor shall be responsible to the Owner For acts and omissions of the Con- tractor'semployees, 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 \Vork already performed to determine that such portions are in proper condition to rrceive subsequent \\brk. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract D«umenls, the Contractor shall provide and pay For Tabor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the \Vork, 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. l~jll~ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's o employees and other persons carrying out the Contract. The Contractor shall not permit . °°o'a-a'o° employment of unfit persons or persons not skilled in tasks assigned to them. ~ 0199] AIA® 3.5 WARRANTY AIA DOCUMENT A201-1997 3.5.1 The Contractor warrants to the Owner and Architect that materials and a Ul ment q p GENERAL CONDITIONS furnished under the Contract will be of good quality and new unless otherwise required or OF THE CONTRACT FOR CONSTRUCTION permitted by the Contract D«umenls, that the \Vork 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 The American Institute of Architects 1735 New York Avenue, N.W. © Washington, D.C. 20006-5292 WARNING: Unlicensed pMtocopying vb4tes US. copyright 4ws and will eublact tha violator sa bgal prosacutbn. Documents. \Vork not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranh~ excludes • remedy for damage or defect caused by abuse, modifications not executed by the Contracmc improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architech 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 taxes for the Work prrn ided 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.L1 Unless 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 art legally required when bids are received or negotiations concluded. 3.L2 The Contractor shall comph• with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the \Vork. 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 obsen•es that portions of the Contract Uocuments are at variance therewith, the Contractor shall prompth• notify the Architect and Opener in writing, and necessary changes shall be aaomplished by appropriate Modification. 3.7.4 If the Contractor performs \Vork 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 \Vork and shall bear the costs attributable to correction. 3.8 ALLOWANCES 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounU and by such persons or entities as the Owwner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. 3.R.2 Unless otherwise provided in the Contract Documents: a allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; ' .: Contractor's costs for unloading and handling at the site, labor, installation costs, III I overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Conlract Sum but not in the allowances; °oo.~.oo° .3 whenever costs are more than or less than allowances, the Contract Sum shall he o adjusted accordingly by Change Order. The amount of the Change Order shall reflect 01991 AIA® (l) the difference betwveen actual costs and the allowances under Clause 3.;...1 and AIA DOCUMENT A201-1997 ('-) changes in Contractor's costs under Clause 3.8.z.z. GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. The American Institute of Architects 1735 New Vork Avenue, N.W. Washington, D.C. 20006-5292 • WARNING: Unlicensed photocopylrtg vb4tes US. capyrlght laws and will subject the violator to legal prosecution. 3.9 SUPERINTENDENT 3.9.1 "I'he Contractor shall employ a competent superintendent and necessary assistants who shat: ~e in attendance at the Project site during performance of the Work. The superintendent • sha:: reprcsant the Contractor, and communications given to the superintendent shall be as bir,~:ng as i; ~ieen to the Contmcwr. Important communications shall be confirmed in writing. Oth.;r communications shall be similarly confirmed on written request in each case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner i 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 \Vork and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and rracticible execution of the ~t'ork. 3.10.2 The Contractor shall prepare and keep current, for the Architect'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 Cnvner and Architect. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 Thz Contractor shall maintain at the site for the Owner one record copy of the Drawings, Sptcitications, 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 Architect and shall be delivered to the Architect for submittal to the Owner upon conmletion of the ~ti'ork. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.72.7 Shop Dras~~ngs are drawings, diagrams, schedules and other data specially prepared for the Wort by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 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 information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.x.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 resumed 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 III o. b ~G CLA O° 0 O 1997 AIAO 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 the Contract Documents with reasonable promptness and in such sequence a, to cause no delav in the Work or in the activities of the Owner or of separate contractors. Submittals whidt are not marked as reviewed for compliance with the Contract D«unlents and approved b.• the • Contractor may be returned by the Architect without action. 3.72.6 By approving and submitting Shop Drawings. Product Data, Samples and similar submittals, the ContraUor 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 D«uments. 3.12.7 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 \Vork shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract D«uments 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 (t) the Architect has given written approval to the specific deviation as a minor change in the \Vork, or (+) 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 of a resubmission shall not apply to such revisions. 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specificalh• required by the Contract D«uments for a portion of the Work or unless the Contractor nerds to provide such services in order to carry out the Contractor's responsibilities for construction means , methods, techniques, sequences and pr«edures. 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 specifically required of the Contractor by the Contract Documents, the Owner and the Architect will sprci fy all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specificalions,cettifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the II~~ 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 ser.•icrs, o~ certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services AIA DOCUMENT A2011997 must satisfv. Pursuant to this Subparagraph 3.ta.to, the Architect will review, approve or take other GENERAL CONDITIONS appropriate action on submittals only for the limited purpose of checking for conformance with OF THE CONTRACT FOR • information given and the design concept expressed in the Contract D«uments. The Contractor CONSTRUCTION shall not be responsible for the adequacy of the performance or design criteria required b the The American Institute y Contract D«uments. of Architects 1735 New Vork Avenue, N.W. Washington, D.C. 10006-5191 ' WARN~N@ Unlicensed photocopying vblaMS U.S. copyright laws and will sublat fhe violator to kgal prosecution. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at thz site to areas permitted bylaw, ordinances, • permits and the Contract Documents and shall not unreasonably encumber the site with makrials or equipment. 3.14 CUTTING AND PATCNING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the \Vork or to make its parts fit together properly. 3.14.2 1'he Contractor shall not damagz 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 zxcept 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 consent to cutting or otherwise altering the \\brk. 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. thz Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's toots, 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 ConlraUor. 3.16 ACCESS TO WORK 3.16.1 The Contractor shall provide the Owner and Architect aaess 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 copyrights 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 in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such informatioti is promptly furnished to the Architect. 3.18 INDEMNIFICATION 3.18.1 7v 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 II~~ Contractor in aaordance 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 o 0 °oo ~.oo against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising o out of or resulting from performance of the Work, provided that such claim, damage, loss or O 199r AIA® expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of AIA DOCUMENT A201-1997 tangible property (other than the Work itself), but only to the extent caused by the negligent acts GENERAL CONDITIONS ~~ or omissions of the Contractor, a Subcontractor, an one direct) or indirect) em to ed b them Y Y y P Y Y Of THE CONTRACT FOR CONSTRUCTION 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 The American Institute of Architects 1735 New York Avenue, N.W. ' Washington, D.C. 20006-5292 WARNING: Unikensed photocopying vbleNS U3. copyright bws and wlll subject fM vb4ror ro kgel prosacutbn. 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 3.18. 3.18.2 In claims against any person or entity indemnified under this Paragraph 3.15 by an employee of the Contractor, a SubcontmUor, anyone directly or indire<th• employed by them or anyone for whose acts they may be liable, the indemnification obligation under Subparagraph 3.18.1 shall not be limited by a limitation on amount or h•pe 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 4.7.7 The Architect is the person lawfully licensed to practice architecture or an entity lalvfulk 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 Dulles, responsibilities and limitations of authority of the Architect as sal 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. 4.7.3 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. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.7 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (q during construction, (z) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of \Vork described in Paragraph e.z. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless othen,'ise 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 \Vork completed, (zl 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 \Vork, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Vrbrk. The Architect will neither have control over or charge of, nor be II~~ responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the \Vork, since these are solely the o, o Contractor's rights and responsibilities under the Contract Documents, except as provided in °oo.~•o° Subparagraph 3.3.t. CI p 1 9 9 r A, A ® a.2.3 The Architect will not be responsible for the Contractor's failure to perform the \4'ork in AIA DOCUMENT A201-1997 accordance with the requirements of the Contract Documents. The Architect will not have • GENERAL CONDITIONS control over or charge of and will not be responsible for acts or omissions of the Contractor, OF THE CONIRACT FOR CONSTRUCTION SUbCOnlraClOTS, or their agents or employees, or any other persons or entities performing portions of the Work. The American Institute of Architects 1735 New Vork Avenue, N.W. Washington, D.C. 20006-5292 4.2.a Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the • Oscner 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 ~uhcontractors and material supplier shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. a.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. \Vhenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Subparagraphs t}.5.z and t3.5.3, 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 employees, or other persons or entities performing portions of the Work. a.2.7 The Architect will review and approve or take other appropriate action upon the Contractor ~ submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking 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 allowing 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 aauracy 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 remairi the responsibility of the Contractor as required by the Contract Documents. The Arhhitects review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3. 3.5 and 3sz. 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. aa.e The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the N'ork as provided in Paragraph 7.a. 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 Iljl and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Dauments. 0 0 °oo ~.~o 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project o representatives to assist in carrying out the Architect's responsibilities at the site. The duties, o t s 9 r A I A responsibilities and limitations of authority of such project representatives shall be as set forth in AIA DOCUMENT A201-1997 GENERAL CONDITIONS an exhlbil l0 be InCOrpOraled In the Contract Documents. OF THE CONTRACT FOR • CONSTRUCTION a.2.n The Architect will interpret and decide matters concerning performance under, and the American Institute requirements of, the Contract Documents on written request of either the Owner or Contractor. of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 The Architect's response to such requests will he made in scriting within any time limits agreed upon or otherwise with reasonable promptrres. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in aanpliance with this Paragraph .t.x, then delay shall not be recognized on aaount of failure b.' the Architect to furnish such interpretations until 15 days after written request is made for them. o IIII a o. o oo.~.oo 0 01997 AIAO 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 4.2.12 Interpretations and decisions of the Architect will br consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. \Vhen making such interpretations and initial decisions, the Architect will endeasror 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 auuistent s.•ith 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 behveen the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by writtrn notice. The respomibilih• to substantiate Claims shall rest with the party making the Claim. a.3.2 Time Limits on Claims. Claims by zither party must br initiated within 21 days after occurrence of the event giving rise to such Claim or within '1 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.; .1 and Article t;, the Contractor shall proceed diligentk 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 (q subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (±) 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 obser•ing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after fiat obsen•ance of the conditions.? he Architect will promptly investigate such conditions and. if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, prrformance of an.' part of the ~h'ork, will recommend an equitable adjustment in the Contract Sum or Contract Timr, 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 trans of the Contract is jwtified. 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 ~t 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 Osvner 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 proceedilTgs pursuant to [ aragraph q.~. a.3.s Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract tium, written notice as provided hzrein shall be given before proceeding to execute the • tti.rk. Prior notice is not required for Claims relating to an emergency endangering life or properh~ ammg under Paragraph to.6. 4.3.6 [f the Contractor belirves additional cost is involved for reasons including but not limited to ttl a written interpretation from the Architect, (_) 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, (~) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph a.3. 4.3.7 CLAIMS FOR ADDITIONAL TIME a.3.zl 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 delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. 4.3.22 [F 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 n days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. 4.3.9 [f unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Direclivz 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.to Claims 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: .t 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 .: damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and repu- II~~ Cation, 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 ta. Nothing contained in this Subparagraph 4.3.to , °~~°° shall be deemed to preclude an award of liquidated direct damages, when applicable, in aaordance with the requirements of the Contract Documents. 01997 AIA® AIA DOCUMENT A2ota997 GENERAL CONDITIONS _. 4.4 RESOLUTION OF CLAIMS AND DISPUTES OF THE CONTRACT FOR 4.a.t Decision of Architect. Claims, including those alleging an error or omission by the CONSTRUCTION Architect but excluding those arising under Paragraphs to.3 through to.5, shall be referred The American Institute initially to the Architect for decision. An initial decision by the Architect shall be required as a of Architects 1735 New York Avenue, N.W. ® Washington, D.C. 20006-5292 condition precedent to mediation, arbitration or litigation of all Claims behveen the Contractor • and Owner arising prior to the date final payment is due, unless 3o days hacr passed after the Claim has been referred to the Architect with no decision having been rendered by the .-\rchitect. 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 oC the following actions: (t) request additional supporting data from the claimant or a response with supporting data from the other parh•, (±) reject the Claim in whole or in part, (31 approve the Claim, (4) suggest a compromise, or (>1 advise the parties that the Architect is unable to resolve the Claim iE the Architect larks sufficient information to evaluate the merits of the Claim or if the Architect concludes that, ip the Architect's sole discretion, it scould be inappropriate for the Architect to resoh•e 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 al the Chvner'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 rea- sons 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 \~'hen a written decision of the Architect states that U1 the decision is final but subject to mediation and arbitration and (±) a demand for arbitration of a Claim covered by such decision must be made within 3o days after the date on which the parq~ making the demand receives the final written decision, then failure to demand arbitration within said 3o days' period shall result in the Architect's decision becoming Fnal and binding upon the Owner and Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may he entered as evidence, but shall not supersede arbitration proceedings unless the decision is aaeptable to all parties concerned. 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, notiE,• the surety, if any, of the nature and amount of the - Claim. If the Claim relates to a possibiliq• of a Contractor's default, the Architect or the Owner ' I(j~ may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. °O~° 4.4.6 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim O ~ 9 9 7 A ~ A ® may proceed in accordance With applicable law to comply with the lien notice or filing deadline, AIA DOCUMENT A201d997 prior to resolution of the Claim by the Architect, by mediation or b.' arbitration. GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION MEDIATION ~-~ ~ 4.5.1 ^ ISI^ out Of Or re . yep aims relating to aesthetic P The American Institute effect and exc waive as ra hs q.3.to, 9.lo..t and q.lo.5 shall, after of Architects in' ' ecision by the Architect or 3o days after submission o t e al ct, he 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 • jest to mediation as a condition precedent to arbitration or the institution of legal or equi a q~ pnxe~ is by either party. G~ as.2 The parties s deavur to resolve their Claims by mediation w ' ,unless the parties nuuually agree othznvise, sha in aaordance with the ConslrucC ndustry Mediation Rules of the American arbitration associa currently in effect. est for mediation shall be filed in writing with the other parh• to the Con •t and ~ ' t e American arbitration Association. The request may be made concurrently with tl ng of a demand for arbitration but, in such event, mediation shall proceed in advanc arbitratio legal or equitable proceedings, which shall be stayed pending mediation a period of 6o days fro a dale of filing, unless stayed for a longer period by agreznte the parties or court order. a.5.3 The part' shall share the mediator's fee and any filing fees equally. Th diction shall be held in place where the Project is located, unless another location is mutually age upon. ogre cots reached in mediation shall be enforceable as settlement agreements in any co ving jurisdiction thereof. 6 ARBITRATION 4.6. Any Claim arising out of or related to the Contract, except Claims relating to a etic effect nd except those waived as provided for in Subparagraphs q.3.lo, 9.10.4 and 9.to.5 all, after decision y the Architect or 3o days after submission of the Claim to the Architec subject to arbitratio Prior to arbitration, the parties shall endeavor to resoh•e dispute y mediation in accordance ~ 'th the provisions of Paragraph 4.5• 4.6.7 Claims n resolved by mediation shall be decided by arbitrate which, unless the parties mutually agree oth vise, shall be in aaordance kith the Cons coon Industry Arbitration Rules of the America arbitration Association currently in eff t. The demand for arbitration shall be filed in writing ~ 'th the other party to the Contrac nd with the American Arbitration Association, and a copy sha be filed with the Architect. 4.6.3 A demand for arbitration all be made with' the time IimiU specified in Subparagraphs q.4.6 and d.6.1 as applicable, and in o er cases wi m a reasonable time after the Claim has arisen, and in no event shall it be made after t dat vhen institution of legal or equitable proceedings based on such Claim would be barred b he applicable statute of limitations as determined pursuant to Paragraph t3.7. 4.6.4 Limitation on Consolidate or Joinder. arbitration arising out of or relating to the Contract shall include, by con idation or joinder o 'n any other manner, the Architect, the Architect's employees or con Itants, except by written c sent containing specific reference to the Agreement and signed y the Architect, Owner, Contra or and any other person or entity sought to be joined. \o rbitration shall include, by console ion or joinder or in any other manner, parties other an the Owner Contractor, a separate coot clot as described in Article 6 and other persons s stantially involved in a common question of fay or larv whose presence is required if comp a relief is to be accorded in arbitration. To person entity other than the Owner, Conte or or a separate contractor as described in Article 6 sha be included as an original thir party or additional third party to an arbitration whose interest o esponsibility is insubstan ' I. Consent to arbitration involving an additional person or entity shat t constitute • consent o arbitration of a Claim not described therein or with a person or entity no amed or descr ed therein. The foregoing agreement to arbitrate and other agreements to arbitrate ith an ad tional person or entity duly consented to by parties to the Agreement shall be speci Ily tforceable under applicable law in any court having jurisdiction thereof. a IIII o °oo.~ ~o° 1~ 0199] AIAO 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. 200065292 1 Claims and Timely Assertion of Claims. T t ing a notice of demand for arbitmuo assert in the demand all CI ' ten known to that path on which arhilratian is permitted to be dema • 4.6.6 Judgment mat Award. The award rendere )• tt arhitrator; ;hall hr final, an gment may be entered upon it in aaordance with applicahle lawn tL~t s; 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 ~Nork at the site. The term "Subeontractor" 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 ASub-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 t»eans a Sub-subcontractor or an authorized representative of the Sub•subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise slated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish 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 entih~. Failure of the Owneror Architect to reph~ 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 am•one to whom the Contractor has made reasonable objection. 5.2.3 [f the Owner or Architect has reasonable objection to a person or rntiq• 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 \Vork. However, no increase in the Contract Sum or Contract Time shall be allowed For such change unless the Contractor has acted Ilj~ promptly and responsively in submitting names as required. o, o $o,~,o0 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the o Owner or Architect makes reasonable objection to such substitute. 01991 AIA® AIA DOCUMENT A201-1997 5.3 SUBCONTRACTUAL RELATIONS GENERAL CONDITIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall OF THE CONTRACT fOR CONSTRUCTION require each Subeontractor, 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 The American Institute Contractor all the obligations and responsibilities, including the responsibility for safety of the of Architects 1735 New York Avenue, N.W. Washington, D.C. 2000G-5292 Subcontractor's \\'ork,which the Cuntmdor, by these Documents, assumes toward the Owner and • \rchitrct. F.ach subcontract agreement shall presene and protect the rights of the Owner and :\rchitect under the (:untma Documents with respect to the Wurk to be performed by the Subaeur,utur io that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all righu, remedies and redress against the Contractor That the Contractor, by the Contract I\ocumrnts, has against the Owner. Where appropriate, the Contractor shall require each Sulxontmctor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agree- ment, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written requeA of the Subcontractor, identift• to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontru agreement fur a portion of the Work is assigned by the Contractor to the Owner provided that: .t assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph t~.x and only for those subcontract agreements which the Owner aaepts b~- notifying the Subcontrauor and Contractor in writing; and 2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. S.a.2 Upon such assignment, if the Work has been suspended for more than 3o 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.t.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner i own forces, and to award separate contracts in connection with other portions of the Project 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 43• 6.1.2 \Vhen separate contracts are awarded fot different portions of the Project or other construction or operations on the site, the term "Contractor' in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. 6.t.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 joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner 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 o lljl o °oo.~.oo 0 01991 AIAO 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 Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles to, a and t_. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunih 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 az required by the Contract Documents. 6.2.2 If part of the Contractor's \\ork 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 \Vork, prompty 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 \Vork, except as to defects not then reasonably discoverable. 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 \Kork or defective construction of a separate contractor. o Illl o o. b oo.~.~o 0 0199] AIAO 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. 2000G-5292 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to properh• of the Owner or separate contractors as provided in Subparagraph lo.z.>. 6.2.5 The Owner and each separate contractor shall have the Same responsibilitizs for cutting and patching as are described for the Contractor in Subparagraph 3.Ta. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.t If a dispute arises among the Contractor, separate contractors and the Owner as to thz 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 I.1 GENERAL 7.1.1 Changes in the \Vork 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 \Vork, subject to the limitations staled in this Article 7 and elsewhere in the Contract Documents. 7.1.2 ,\ 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 br issued by the Architect alone. • 7.1.3 Changes in the Work shall be 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 \Vork. 7.2 CHANGE ORDERS z2.1 .\ Change Order is a written instrument prepared by the Architect and signed by the • lls. ns, Contractor and Architect, stating their agreement upon all of the following: .1 changa in the ~tbrk; : the ,mount of the adjustment, if amt in the Contract Sum; and .3 the extant of the ad justntenL if any, in the Contract Time. Z2.2 (vlethods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES z3.t 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 amt in the Contract Sum or Contrau 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. 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 permit evaluation: .2 unit prices stated in the Contract Documents or subsequently agreed upon; a cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or a as provided in Subparagraph 7.3.6. 7.3.4 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. 7.3.5 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 method For determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.6 If the Contractor does not respond pronptly or disagrees with the method for adjustment in the Contract Sunt, 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 otherwise provided in the Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; • :costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; WARNING: Unikansed photocopying vblatas U3. <opyrlght bws and will fubjKt the vblator to legal prosacutbn. ~ Ilj~ o o. o o~~~o p 199] 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. 20006-5292 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and additional costs of supervision and field office personnel directly attributable to the • change. 7.3.7. The amount of credit to be allowed by the Contractor to the Otwner fur a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. \\'hen both additions and credits covering related \ti~rk 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 respell to that change. Z3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the \Vork shall be included in Applications fur Payment aaompanied by a Change Order indicating the parties' agreement t.•ith 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 to disagree and assert a claim in accordance with Article 4. 7.3.9 \Vhen 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 Z4.1 The Architect will have authority to order minor changes in the Mork not involving adjust- ment inthe 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 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the \Vork 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. t1.1.4 The term "dav" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. III 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By o o° executing the Agreement the Contractor confirms that the Contract Time is a reasonable period . °~ for performing the \Vork. 01997 AIAO AtA DOCUMENT A2o1-t997 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in GENERAL CONDIilONS writing, prematurely commence operations on the site or elsewhere prior to the effective date of OF THE CONTRACT FOR insurance required by Article tt to be furnished by the Contractor and Owner. The date of • CONSTRUCTION commencement of the \Vork shall not be changed by the effective date of such insurance. Unless The American Institute the date of commencement is established by the Contract Documents or a notice to proceed given of Architects 1135 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING: Vnikenstd plwr«opring rbittts u3. cop7nlaht Itwt tnd w111 subJec7 )he rbltlor to legd pro>e[ullon. M- the Owner the Contractor shall notify the Owner in writing not less than five days or other agrees period before comnxncing the \Vork to permit the timely filing of morgages, mechanic's • liens and other security interests. e.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Suhstantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 6.3.1 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 Osvner pending mediation and arbitration, or by other causes which the Architect determines may justify 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 q.3. 6.3.3 This Paragraph 8.3 does not preclude recoven• of damages for delay by either party under other provisions bf the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.t.t 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 VALVES 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. 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 from Subcontractors and material suppliers, and reflecting rztainage if provided for in the Contract Documents. IIII 9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on o o account of changes in the Work which have been properly authorized by Construction Change , °oo.~.oo Directives, or by interim determinations of the Architect, but not yet included in Change Orders. ~ 01997 AIAO 9.3.1.2 Such applications may not include requests for payment For portions of the Work for AIA DOCUMENT A201-1997 • 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. GENERAL CONDITIONS OF THE CONTRACT FOR eor95raucTloN The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-Si9t WARNING Unlic<nfed DholocoDVing vblaros U.9. coovriRht laws and will wblM the viokror ro koal oroseculkn. 9.3.2 Unless otherwise provided in the Contract Doxuments, payments shill he made on amount of materials and equipment delivered and suitahh• stored at the site for subsequent incorporation in the Work. If approved in ad.•ance by the Oa•ner, payment may similarly hr 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 off the site shall be :onditioned upon com- pliance 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: interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment ~.•ill 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 from the Owner shall, to the hest of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encum- brances in favor of the Contractor, Subeontractors, material suppliers, or other,penons 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'. 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 properh• due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in t.•hole or in part as provided in Subparagraph 98.1. 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 \Vork and the data comprising the Application for Payment, that the \\brk has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the \Vork is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the \Vork For conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from thz Contract Documents prior to completion and to specific qualifications expressed by the Architect. Thr 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 p) made exhaustive or continuow on-site inspections to check the quality or quantity of the \Vork, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from SubcontraUors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (q) made examination to ascertain how or for what purpose the Contrector has used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION Ilj~ 9s.t 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 °o o Owner required by Subparagraph 9•q•z cannot be made. If the Architect is unable to certify , o•.--.•o ao payment in the amount of the Application, the Architect will notifi• the Contractor and Owner as provided in Subparagraph 9.q.t. if the Contractor and Architect cannot agree on a revised amount, O 1997 AIA® AIA DOCUMENT A201-1997 the Architect will promptly issue a Certificate for Payment for the amount for which the Architect GENERAL CONDITIONS is able to make such representations to the Owner. The Architect may also s.•ithhold a Certificate OF THE CONTRACT FOR for Payment or, because of subsequently discovered evidence, may nulliF\~ the whole or a part of a CONSTRUCTION Certificate for Payment previously issued, to such extent as may be necrssan• in the Architect's • The American Institute of Architects 1135 New Vork Avenue, N.W. Washington, D.C. 20006-5292 ' •„\9,::,1/.IIn1:.~n.~J non,n.nn..:nn.And„~.,1<.n~..Yn4„~....n.J...III ...I:.., ,ln ..:-1-,-. ,. 1. : „-. opinion to protect the Owner from loss fur which the Contractor is responsible, including loss rrsulting from acts and omissions described in Subparagraph 3.3.=, because of: • t defective \\'urk nut remedied; : third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; 3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipmznL a reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; s damage to the Owner or another contractor; s 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 liquidatzd damages for the anticipated delay; or 7 persistent failure to carry out the Work in accordance with thz Contract Documents. 9.5.2 \Vhen the above reasons Fur withholding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMENTS 9.6.t AFter the Architect has issued a Certificate Eor I ayment, 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 \Vork, 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 \tbrk. 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 will, on request, furnish 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 \\brk done by such Subcontractor. 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.±, 9.6.3 and 9.6.4 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract I I jf Documents. 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of °oa.~.oo° the Contract Sum, payments received by the Contractor For Work properly performed by o Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or Ot997 AIAQI suppliers who performed Work or Eumished materials, or both, under contract with the AIA DOCUMENT A201-1997 Contractor for which a ent was made b the Owner. Nothin contained herein shall re uire P Ym Y 8 q GENERAL CONDITIONS OF THE CONTRACT FOR • money to be placed in a separate account and not commingled with money of the Contractor, CONSTRUCTION shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle an erson or emit to an award of unitive dame es a ainst the Contractor for Y P Y P 8 8 The American Institute 0l Architects breach of the requirements of this provision. ® 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING: UnR<ensed photaopying vb4tet US. copyright laws and will sublact the 9blatw ro legal prosacutbn. 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.z, because of: • t dzfzctive \Vork not remedied; .z third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor, a failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipmznt; ~ reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; s damage to the Owner or another contractor; d 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 .T prnistent failure to carry out the Work in accordance with the Contract Documents. 9.5.2 \Vhen the above reasons fur withholding certification are removed, certification will be made Eor 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 thz manner and within the time provided in the Contract Documents, and shall so notify the Anhitect. 9.6.2 Thz 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 \Vork, 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 \\urk. 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 will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken therzon by the Architect and Owner on account of portions of the \\brk done by such Subcontractor. 9.6.a zither 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.', 9.6.3 and 9.6.q. 9.6.6 ,\ Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract I I ~~ Documents. 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of °oo.~.o° the Contract Sum, payments received by the Contractor for Work properly performed by o Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or ot9vr Ai~® suppliers who performed Work or furnished materials, or both, under contract with the AIA DOCUMENT A201-1997 Contractor for which a ant was made by the Owner. Nothin contained herein shall re uire P Ym g q GENERAL CONDITIONS OF THE CONTRACT FOR • money to be placed in a separate account and not commingled with money of the Contractor, CONSTRUCTION shall create any fiduciary liability or tort liability on the part of the Contractor For breach of trust or shall entitle an arson or entity to an award of unitive dama es a ainst the Contractor for Y P P g g The American Institute of Architects _ breach of lhr requirements of this provision. ® 1735 New vork Avenue, N.W. Washington, D.C. 20006-Si92 WARNING: UnB<ensed pl»rocopying vblatas US. copyright kws aM wlll suhJ~ct tM vbkta ro kgal prosa<utron. 9.7 FAILURE OF PAYMENT 9.Zt 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 dabs after the date established in the Contrail Documents the amount certified by the Architect or as.•arded by arbitration, then the Contrector map, upon seven additional days' written notice to the Owner and Architect stop the \Vork until payment of thz amount owing has been received. The Contract Time shall be extended appropri- atelyand 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 \Vork when the \Vork or designated portion thereof is sufficienth• complete in accordance with the Contract Documents so that the Owner can occupy or utilize the \Vork for its intended use. o Iljl a o. o o~.~ Do 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. 20006-5292 9.8.2 \\'hen the Contractor considers that the \Vork, 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 list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contrador> list, the Architect will make an inspection to determine whether the \Vork or designated portion thereof is substantially complete. If the Architect's inspection discloses am' item, tchether 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 \Vork 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 \Vhen the \Vork 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 Os.•ner and Contractor for security, maintenance, heat, utilities, damage to the \Vork and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Da umrnts shall commence on the date of Substantial Completion of the \Vork 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 aceeptan<e 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 \Vork or designated portion thereof. Such payment shall be adjustrd for \Vork that is incomplete or nM in accordance ~.•ith 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 u.4.t.5 and authorized by public authorities having jurisdiction over the \Vork. 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 responsibilities assigned to each of them for payments, retainage, if arrv, security, maintenance, heat, utilities, damage to the \Vork and insurance, and • WARNING: Unlicensed photuopying vbktes US. copyright kws and will rvble<t the vblator so kgal prosecution. have agreed in writing concerning the period for correction of the \\brk and commencement of • warranties required by the Contract Documents. \\'hen the Contractor considers a portion suhstantially complete. the Contractor shall prepare and submit a list to the Architect as provided under Subparagraph ys.z. Consent of the Contractor to partial occupancy or use shall not hr unreasonably withheld. "fhe stage of the progress of the \\'ork shall be determined by ~rritten agreement behvren 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 Opener, Contractor and Architect shall jointly inspect the area to be occupied or portion of the \\ork to be used in order to determine and record the condition of the \~ork. 9.9.3 Unless othenvisr agreed upon, partial occupancy or use of a portion or portions of the \\iuk shall not wnstitute aseptance of Work not complying kith the requirements of the Contrail Documents. 9.70 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 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 bast of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the \Vork has been completed in aaordance 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 fbr Payment will constitute a further representation that conditions listed in Subparagraph 9.toa as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (t) 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 Ownerl have been paid or otherwise satisfied, (z) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 3o 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, (q) 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. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner maybe compelled to pay in discharging such lien, including all costs and reasonable altorne}'s' 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 certifi- • cation by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the \\'ork 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 Ilj~ o °do.~.oo° [~ O 1997 AIAQ1 AIA DOCUMENT A201-1997 GENERAL CONDITIONS OF iNE CONTRACT FOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING: Unlicensed DMtocopying oblates US. <oDYrlght laws and will sublaq the vblaror ro legal prosecurbn. portion of the \\brk 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 tenus 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 arising from: a 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 payer except those previously made in writing and identified h.• 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 all 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: a emplrn•ees on the Nbrk and other persons who may be affected thereby; .2 the \1'ork 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-subwntractors; and 3 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. 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 properh• 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. 70.2.4 \\'hen use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the \\brk, the Contractor shall exercise utmost care and Ilj~ 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 o, o insured under property insurance required by the Contract Documents I to property referred to in °~o Clauses to.at.2 and lo.z.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directh• or indirectly employed by anc of them, or by anyone for O 19 9 7 ~, n ® AIA DOCUMENT A201-1997 whose acts they may be liable and for which the Contractor is responsible under Clauses to.±.1.2 GENERAL CONDITIONS and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or OF THE CONTRACT FOR anyone directly or indirectly employed by either of them, or by anyone for whose acts either of CONSTRUCTION them may be liable, and not attributable to the fault or negligence of the Contractor. The • The American Institute foregoing obligations of the Contractor are in addition to the Contractor's obligations under of Architects Paragraph 3.18. 1735 New York Avenue, N.W. Washington, O.C. 20006-5292 to.z.6 The Contractor shall designate a responsible member of the t.OfltrailOrS organization at • the site whoa duty shall he the prevention of accidents. This person shall be the Contractor's superuxrndent unless otherwise designated by the Contractor in writing to the O.vner and \rchitect. 10.z.7 "I'he Contractor shall nut load or permit any part of the construction or site to be loaded su as ro endanger its safety. 10.3 HAZARDOUS MATERIAES 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 polychlorinated biphenyl I PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop ~VOrk in the affected area and report the condition W the Owner and Architect in writing. 1o.3.z 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 shalt 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 addUional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. 10.3.3 To the fullest extent permitted by law, the Owner shall indemnik 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 attor- neys' 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 10.3.1 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 itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. 10.1 The Owner shall not be responsible under Paragraph to.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Dauments. 10.1 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 10.6.1 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 WARNING: Unlicensed photocopying vb4las US. copyright laws and will sublett tha vblator so legal prosa<utbn. o IIII o O~~~O 01997 AIA® AIA DOCUMENT A201-1997 GENERAL CONDIt10NS OF THE CONTRACT FOR CONSTRUCTION the American Institute of Architects 1735 New Vork Avenue, N.W. Washington, D.C. 10006-5297 extension of time claimed by the Contractor on aaount of an emergency shall be dzterminrd as provided in Paragraph q.3 and Article ;. • 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 lawfulh• authorized to do business in the jurisdiction in which the Project is located such insurance ag kill 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 ntay 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 am- of them may be liable: a claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be perfonurd; a 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 am- person other than the Contractor's employees: s claims for damages insured by usual personal injun• liability coverage; s claims for damages, other than to the \\'ork 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 rnvnership, maintenance or use of a motor vrhide; .7 claims for bodily injun- or property damage arising out of completed oprmtions; and .g claims im•olving contractual liability insurance applicable to the Contractor's obligations under Paragraph 3.18. 11.1.2 The insurance required by Subparagraph n.l.l shall be written for not less than limits of liability specified in the Contract Documents or required M- law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption From date of commencement of the \\'ork until date of final payment and termination of am- coverage required to be maintained after final payment. 11.13 Certificates of insurance axeptable to the Owner shall be tiled with the Owner prior to commencement of the \\rork. These certificates and the insurance policies required by this Paragraph tl.l shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 3o days' prior written notice has been given to the Owner. If an7• 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 9.10.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished b.• the Contractor with reasonable Iljl promptness in aaordance with the Contractor's information and belief. 11 2 OWNER'S LIABILITY INSURANCE e c y ° 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual o o i~ liability insurance. 01991 AIA® AIA DOCUMENT A201-1997 11,3 PROTECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE GENERAL CONDITIONS 1131 Optionalh•, the Owner may require the Contractor to purchase and maintain Project OF THE CONTRACT FOR CONSTRUCTION ~{anagement 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 The American Institute operations under the Contract. Unless otherwise required by the Contract Documents, the Owner of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING:Unlicensad plwtocopying Holales US. copyright laws and will subtact the vblaror to legal prosecurlon. • shall reintbune the Contractor by increasing the Contract tium to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing an>' other liabilih insurance on behalf of the Owner. The minimum limits of Iiabilit, purchased with such coverage shall be equal to the aggregate of thz limits required for Contractor's Liabilit~~ InSnraltie under Clauses tt.l.l.] through u.t.t.5. 77.3.2 To the extent damages are covered by Project Management Protective Liabilih' 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 b~ 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 imureds on the Contractor's Liability Insurance coverage under Paragraph u.t. 11.4 PROPERTY INSU RANCE lt.a.t Lbtlrss othenwisr 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 insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent ContraU modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basjs without optional deductibles. Such property insurancz shall be maintained. unless othenvisr provided in the Contract Documents or othenvisz agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Paragraph 9.10 or until no person or entity other than the Owner has an insurable interest in the property requited by this Paragraph u.4 to be covered, whichever is later. This insurance shall include interests of the Otvner, the Contractor, Subcontractors and Sub-suhcontractorsin 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 perils of fire (with extended coverage) and 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 requiremenu, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a rasult 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 \Vork. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contracor 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. 71.4.t.a This property insurance shall cover portions of the Work stored off the site, and also portions of the \h'ork in transit. n.4.ts Partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or companies providing property inwrance have consented to such partial IIII 0 0 o. .o 0000 01997 AIAQ1 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 oaupancy or use by endorsement nr otherwise• The O„•ner and the Contractor shall tak reasonable steps to obtain consent of the insurance company or companies and shall, with,+ut mutual written consent take no action,with respect to partial occupancy or use that ,could 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 la„•, which shall speci0cally cm er 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 \\~rk, and the Owner and COr1U8ClOr shall be named insureds. 11.4.3 Loss of Use Insurance. The Owner, at the Owner: option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's properh due to firr or other hazards, however caused. The O„•ner waives all righu of action against the Contractor for loss of use of the Owner's properht including consequential losses due to firr 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 O,vner 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 O.vner insures properties, real or personal or both, at or adjacent to the site by properh• insurance undzr policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the O.vner shall waive all rights in aaordance with the terms of Subparagraph u.aJ for damages caused by fire or other causes of loss cowered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. 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 u..l• 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 rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (±) the Architect Architect's consultants, separate contractors described in Article e, if any, and am• of their subcontractors, sub-subcontractors, agents and employees, foi damages caused by fire or other causes of Toss Lo the extent covered by property insurance obtained pursuant to this Paragraph u.4 or other property insurance applicable to the \\i~rk, except such rights as they have II~~ to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect Architect's consultants, separate contractors described o, c in Article 5, iF any, and the subcontractors, sub-subcontractor. agents and employees of any of °o them, by appropriate agreements, tvrillen where legally required for validity, similar waivers each O 19 9 r ~, A ® in favor of other parties enumerated herein. The policies shall provide such waiver of AIA DOCUMENT A201.1997 subrogation by endorsement or otherwise. A waiver of subrogation shall be effecti.•e as to GENERAL CONDITIONS person or entity even though that person or entih• would otherwise have a duty of indemnifica OF THE CONTRACT FOR lion, contractual or otherwise, did not pay the insurance premium directly or indirectly, 'and CONSTRUCTION whether or not the person or entity had an insurable interest in the property damaged. The American institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 200W-5292 • 11.4.9 :\ Inss insured under Owner's property insurance shall be adjusted by the Osvner as tiducia ry and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of am• applicable mortgagee clause and of Subparagraph u.q.to. l'he Contractor shall pa~~ Subcontractors their just shares of insurance proceeds received by the Contractur. and by appropriate agreements, written where legalh• required for validity, shall require Subcontractors to make paymenU to their Sub-subcontractors in similar manner. 11.4.9 if required in writing by a parry in intzres4 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 sepamte 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 q.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. tl.a.t0 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 resoh•ed as provided in Paragraphs a.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 71.5.1 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. 11.5.2 Upon the request of amp 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 lz.l.l If a portion of the \Vork is covered contrary to the AEchitect'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 Orvner or a separate . contractor in which event the Owner shall be responsible for payment of such costs. o Ilj~ o o. o o~~po 01997 AIAO 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 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION 72.2.1.1 The Contractor shall promptly correct Work rejected by thz Architect or failing to conform • to the requirements of the Contract Documents, whether discovered heforr 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 services and expenses made necessary thereby, shall be at the Contractor's expense. 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 9.9.7, or by terms of an applicable special warranty required by the Contract Documents, any of the \Vork is Eound to be not in accordance with the requirements of the Contract Dauments, 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 thz 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 within 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. 12.2.2.2The one-year period for correction of \Vork shall be extended with respect to portions of \Vork first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. 12.2.2.3The one-year period for correction of \4ork shall not be extended by corrective \Vork performed by the Contractor pursuant to this Paragraph L.2. 72.2.3 The Contractor shall remove from the site portions of the \Vork which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 72.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of \Vork which is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Paragraph 72.2 shall be wnstrued 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 Ilj~ Subparagraph 12.z.2 relates only to the specific obligation of the Contractor to correct the \Vork, and has no relationship to the time within which the obligation to comply with the Contract o v Documents may be sought to be enforced, nor to the time within which proceedings may be oo.~.oo commenced to establish the Contractor's liability with respect to the Contractor's obligations 0 other than specifically to correct the \Vork. 0199] AIAO AIA DOCUMENT A201-1997 72.3 ACCEPTANCE OF NONCONFORMING WORK GENERAL CONDITIONS OF THE C TRA T F R 12 3 1 If the Owner prefers to accept \h'ork which is not in accordance with the requirements of ON C O CONSTR TI N the Contract Documents, the Owner may do so instead of requiring its removal and correction, UC O in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment The American Institute shall be effected whether or not final payment has been made. of Architects 1735 New York Avenue, N.W. Washington, D.C. 2000G-5292 WARNING:Unikenfad photosopying oblates US. topyrlght laws and will fubJecl Iha vblator 90 legal prore<ution. ARTICLE 13 MISCELLANEOUS PROVISIONS • 13.1 GOVERNING LAW 13.1.1 "fhe Contract shall he 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 themseh'es, their partners, suceessors, 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.±.z, 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. 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 ~ 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 park giving notice. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights 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 acquizscence in a breach thereunder, except as may be specifically agreed in writing. 13.5 TESTS AND INSPECTIONS 13.5.1 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. llnlessotherwise 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 after 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 13.5.1, 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. wAANING: Unlicensed pMfocopying vblafas US. copyright qws and will wbJ9cf fM vw4ror to hgal prosKUfbn. IIII o o. o o~~po 0199] AIAO AIA DOCUMENT A201-1997 GENERAL CONDITIONS OF THE CONTRACT rOR CONSTRUCTION The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 13.5.3 If such procedures fur testing, inspection or approval under Subparagraphs 1}.5.1 and I1.5._ reveal failure of the portions of thr \Vork to comply with requirements established M' the Contract Documenu, all costs made necessary by such failure including those of repeated • procedures and compensation for the Architect's services and expenses shall br at the Contractor's expense. IIII o o. o °t~ 01997 AIAO 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 73.5.4 Required certificates of testing, inspection or approval shalh unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 If the Architect is to obsene 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 t3.zt As behveen 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 Completion and prior to issuance of the final Certificate for Payment, any applicable statute oC limitations shall wmmentz to run and any alleged cause of action shall be deemed to have accrued in anv and all events not later than the date of issuance of the final Certificate for Payment; and .3 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 tz =, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever oaurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor ntay terminate the Contract if the Work is stopped for a period of 3o con- secutivedays 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, for any of the following reasons: .1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; an act of government, such as a declaration of national emergency which requires all Work to be stopped; WARNING: Unikensed photocopying vbktas U.S. copyright 4ws and will subJect the vblator to kg91 prosecutbn. • a hecause the Architect has nut issued a Certificate for Payment and has not notified the . Contractor of the reason fur withholding certification as provided in Subparagraph y..t.t, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or + the Owner has failed to furnish to the Contractor promptly, upon the Contractor's requeA, reawnable evidence as required by Subparagraph z.z.t. 14.1.2 The Contractor ma}~ 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 \Vork under direct or indirect contract wish the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Paragraph tq.3 constitute in the aggregate more than too percent of the total number of days scheduled for completion, or txo days in any 365-day period, whichever is less. 14.1.3 If one of the reasons described in Subparagraph tq.l.t or tq.t ± 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 [f 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 \7ork under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Dowments 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 tq.t.3. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract if the Contractor: .t persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in aaordance with the respective agreements between the Contractor and the Subcontractors; .a persistently disregards laws, ordinances, or rules, regulations or orders of a public authority haeing jurisdiction; or .+ otherwise is guilty of substantial breach of a provision of the Contract Documents. 74.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights 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 sureh•: .1 take possession of the site and of all materials, equipment, fools, and construction equipment and machinery thereon owned by the Contractor; : accept assignment of subcontracts pursuant to Paragraph 5.q; and .a Finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed • accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 7h'hen the Owner terminates the Contract for one of the reasons stated in Subparagraph tq.x.t, the Contractor shall not be entitled to receive further payment until the Work is finished. WAftN(NG: UnacemM photocopying vb4ror US. mpyrlghl 4ws and will subJKt tM vrolator ro 4gal prosa<utbn. IIII 0 0 o. o ~~0 01997 AIAO 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. 200065292 14.2.4 If the unpaid balance of the Contract Sum exceeds cosu of finishing the \1'urk, 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 dif- ference to the Owner. The amount to be paid to the Contractor or Owner, as the case may he, 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 1a.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or inter- rupt the \1'ork in whole or in part for such pzriod 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 14.3.r. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .t that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .: 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. 14.4.2 Upon receipt of written notice from the O.vner of such termination for the Owner's convenience, the Contractor shall: .t cease operations as directed by the Owner in the notice; .: take actions necessary, or that the Owner may direct, for the protection and preservation of the Mork; and .3 except for \Tork directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and punhase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's comznience, the Contractor shall bz entitled to receive payment for \\'ork zxrcuted, and costs incurred by reason of such termination, along with reasonable overhead and profit on the \\brk not executed. o IIjI o o, o oO 01997 AIAd) 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' 9/97 =~ WARNING: Unlicensed plsotuopying vlolatas US. copyright laws and will subJe<t rM violator to legal prosecution.