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HomeMy WebLinkAboutAIA Construction Management Agreement with Beniton for WWTP Administrative Building0 ~'~, ,`,, rf~ Standard ®rrr, ®f Agreement e~nreen weer and ®n~tructi®n Manager as Adviser AGREEMENT made as of the 1st day of February in the year 2013 (ht tt~ot'ds, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Ncnne, legal status, address and otlter it fot7/taNon) completion. The author may also have revised the text of the original City of Meridian AIA standard form. An Additions and 33 E. Broadway Deletions Report that notes added Meridian, ID 83642 information as well as revisions to the standard form text is available and the Consh'uetion Managet° from the author and should be (Name, legal status, address and other information) reviewed. A vertical line in the left margin of this document indicates Beniton Construction where the author has added P.O. Box 838 necessary information and where Meridian ID 83680 the author has added to or deleted , from the original AIA text. for the following Project: This document has important legal (Name, location and detailed description) consequences. Consultation with an attorney is encouraged with respect Administration Building to its completion or modification. Wastewater' Treatment Plant This document is intended to be 3401 N. Ten Mile Rd. used in conjunction with AIA Meridian, ID 83642 Documents A132T""-2009, Standard Form of Agreement Between Owner The Architect: and Contractor, Construction (Name, legal states, address and outer it fot7nation) Manager as Adviser Edition; A232T""-2009, General Conditions Johnson At'chiteets of the Contract for Construction, 36 E. Pine Ave. Construction Manager as Adviser Meridian, ID 83642 Edition; and 6132Th°-2009, Standard Form of Agreement Between Owner The O«aler and Consh'ucthon Manager agt'ee as follows, and Architect, Construction Manager as Adviser Edition. AIA Document A232T""-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document C132Th1 - 2009 (formerly B801 T"^CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 TI>js Agreement is based on the Initial Information set forth in this Section 1.1. (Note the disposition for the folloli~itrg items by inserting the requested information or a statement such as 'Srot applicable, " "tmlarol~>>r at time of erecutiort"or "to be detertnitted later by ntuhral agreement ') § 1.1.1 The Owner's program for the Project: (Identify documentation or state tTre ntmrner in 1~~Irich the program hill be developed.) 2013 - 2017 CIP WWTP Projects § 1.1.2 The Project's physical characteristics: (Identij5~ or describe, if appropriate, size, location, dimensions, or other pertinent it formation, such as geoteclrttical reports; site, bounden}~ attd topographic stn•veys; h•aff c and utilih~ studies; nvailabilitt~ ofptrblic mrdprimate utilities and setl~ices; legal description of the site; etc.) New 3-story, 8,000 square foot building on the water t•eatnent campus § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if 1arolanr, a line item brealzdola>/r.) Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if any: 2/1/2013 .2 Commencement of construction; 6/ 1 /2013 AIA Document C132T"' - 2009 (formerly 6801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 2 t This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) 3 Substantial Completion date or milestone dates: 6/1 /2014 .4 Other: § 1.1.5 The Owner intends the following procurement method for the Project: (Identif•7~ method such as competitil~e bid negotiated Contract or multiple Prime Conh•acts.) Competitive bid with multiple prime conh~acts. § 1,1.8 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased construction are set forfl~ below: (List normber and t~~pe of bidlprocoa•ementpachages.) Multiple bid packages to be developed § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project notpro>>ided elsewhere, such as em~ironmentall~~ responsible design or historic preservation regoirements.) LEED Design Consideration § 1.1.8 The O~~mer identifies the following representative in accordance with Section 5.5: (List name, address mrd other irafornratiorr.) David Allison, Project Manager City of Meridian 33 E. B1•oadway Meridian, ID 83642 § 1.1.9 The persons or entities, in addition to flee Owner's representative, who are required to review the Consh•uction Manager's submittals to the Owner are as follows: (List name, address and other it formation.) Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 § 1.1.10 Unless provided by the Construction Manager, the Owner will retain the following consultants and contractors: (List name, legal stators, address and other it for•ntation.) .1 Land Surveyor: Construction Manager .2 Geotechnical Engineer: Johnson Architects ,3 Civil Engineer: Johnson Architects AIA Document C132T'" - 2009 (formerly 8801 T"'CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 3 t This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) .4 Other; (List any other corascrltcnrts retained by the Ott~ner, such as a Project or Program Mmlager or C071Sh'l/Ct`1071 COlth'aCi`OT.~ § 1.1.11 The Construction Manager identifies the following representative in accordance with Section 2.4: (List rrmrre, address arad other information.) Bryce Parker, Project Manager Beniton Construction P.O. Box 838 Meridian, ID 83680 § 1.1.12 The Consri•uction Manager's staffing plan as required under Section 3.3.2 shall include: (List ally specific regtriremerrts mul personnel to be inclarded ira the staffirrgplmr, iflnrolnn.) Superintendent and Project Engineer § 1.1.13 The Consriuction Manager's consultants retained under Basic Services, if any: Cost Estimator: (List name, legal status, address and other information.) Beniton Conshuction .2 Other consultants: None § 1.1.14 The Construction Manager's consultants retained under Additional Services: None § 1.1.15 Other hritial Information on which the Agreement is based: ~ None § 1,2 The Owner and Consri•uction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the schedules, the Construction Manager's services and the Construction Manager's compensation. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 2.1 The Construction Manager shall provide the services as set forth in this Agreement. § 2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Consri•uction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. § 2.3 The Consri•uction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B 132T"'-2009, Standard Form of Agreement Between Owner and Architect, Consh•uction Manager as Adviser Edition. The Consri•uction Manager shall not be responsible for actions taken by the Architect. AIA Document C132T"" - 2009 (formerly 8801 T~~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 4 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 2.4 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2,5 Except with the Owner's knowledge and consent, the Construction Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager's judgment with respect to this Project. § 2.6 The Construction Manager shall maintain the following insurance for the duration of this Agreement If any of the requirements set forth below exceed the types and limits the Construction Manager normally manstains, the Owner shall reimburse the Construction Manager for any additional cost. § 2.6,1 Comprehensive General Liability with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering o«med and rented vehicles operated by the Consh•uction Manager with policy linuts of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.3 The Consh•uction Manager may use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. § 2.6.4 Workers' Compensation at statutory limits and Employees Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. § 2.6.6 The Construction Manager shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.6. The certificates will show the Owner as an additional insured on the Comprehensive General Liability, Automobile Liability, umbrella or excess policies. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 3.1 Definition The Construction Manager's Basic Services consist of those described in Sections 3.2 and 3.3 and include usual and customary construction coordination and scheduling, consriuctabilityrevrew, cost estimating, and allocation of construction activities among the Multiple Prime Contractors. § 3.2 Preconstruction Phase § 3.2.1 The Conshuction Manager shall review the program furnished by the Owner and any evaluation of the Owner's program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. § 3.2.2 The Consh•uctimi Manager shall provide a prelinunaly evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 3.2.3 The Consri•uction Manager shall prepare, and deliver to the Owner, a written Consriuction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations requhed in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, and (5) Contractors' scopes of Work, if multiple Conri•actors or fast-track construction will be used. The Construction Manager shall periodically update the Conshuction Management Plan over the course of the Project. § 3.2.4 Based on preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect Init. AIA Document C132T~~~ - 2009 tformerly B801 T"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 5 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems and may also provide its own suggestions. § 3.2.5 The Consri•uction Manager shall expeditiously review design documents during their development and advise the Owner and Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Consh•uction Manager shall also provide recommendations to the Owner and Architect on constructability, availability of materials and labor, sequencing for phased construction, time requirements for procurement, installation and consri•uction, and factors related to construction cost including, but not limited to, costs of alter~lative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. § 3.2.6 The Consh•uction Manager shall prepare and periodically update the Project schedule included in the Consri•uction Management Plan for the Architect's review and the Owner's acceptance. The Constuction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Conshuction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and highlight items that could affect the Project's timely completion. § 3.2.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Consh•uction Documents, the Conshuction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Consh•uction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement The Construction Manager shall include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in the estimates of the Cost of the Work. Such estimates shall be provided for the Architect's review and the Owner's approval The Consh•uction Manager shall advise the Owner and Architect if it appears that the Cost of the Work may exceed the Owner's budget and make recommendations for corrective action. § 3.2.8 As the Architect progresses with the preparation of the Schematic Design, Design Development and Consh•uction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations whenever the Consh•uction Manager determines that design details adversely affect ~constructability, cost or schedules. § 3.2.9 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Consh•uction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Conh act Documents. § 3.2.10 The Consh•uction Manager shall provide recommnendations and information to the Owner regarding the allocation of responsibilities for safety programs among the Contractors. § 3.2.11 The Construction Manager shall provide recommendations to the Owner on the division of the Project into individual Contracts for the consriuction of various categories of Work, including the method to be used for selecting Conhactors and awarding Contracts. If multiple Conri•acts are to be awarded, the Construction Manager shall review the Drawings and Specifications and make recommendations as required to provide that (1) the Work of the Conh•actors is coordinated, (2) all requirements for the Project are assigned to the appropriate Conhact, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased consh•uction. § 3.2.12 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products, including those that must be ordered well in advance of construction, and the occupancy requirements of the Owner. § 3.2.13 The Consh•uction Manager shall expedite and coordinate the ordering and delivery of materials, including those that must be ordered well in advance of construction. § 3.2.14 The Consh•uction Manager shall assist the Owner in selecting, retaining and coordinating the professional services of surveyors, special consultants and testing laboratories required for the Project. Init. AIA Document C132TM - 2009 (formerly B801 TMCMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. f 6 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) § 3.2,15 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases. The Construction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. § 3.2,16 The Consh•uction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs, and other programs as maybe required by govermnental and for quasi governmental authorities for inclusion in the Contract Docmnerlts. § 3.2.17 Following the Owner's approval of the Drawings and Specifications, the Conshuction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the Owner's approval. § 3.2.18 The Construction Manager shall submit the list of prospective bidders for the Architect's review and the Owner's approval. § 3.2.19 The Construction Manager shall develop bidders' interest in the Project and establish bidding schedules. The Construction Manager, with the assistance of the Architect, shall issue bidding documents to bidders and conduct pre-bid conferences with prospective bidders. The Conshuction Manager shall issue the current Project schedule with each set of bidding documents. The Consh•uction Manager shall assist the Architect with regard to questions fiom bidders and with the issuance of addenda. § 3.2.20 The Conshuction Manager shall receive bids, prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. § 3.2.21 The Consh•uction Manager shall assist the Owner in preparing Consh•uction Contt•acts and advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Multiple Prime Contractors. § 3,2.22 The Construction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the various Multiple Prime Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The Conshuction Manager shall assist the Owner and Architect in comiection with the Owner's responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. § 3.3 Construction Phase Administration of the Construction Contract § 3.3.1 Subject to Section 4.3, the Construction Manager's responsibility to provide Construction Phase Services commences with the award of the initial Conh•act for Conshuction and te!•minates on the date the Architect issues the final Certificate for Payment. § 3.3,2 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. § 3.3.3 The Consh•uction Manager shall provide on-site administration of the Contracts for Construction in cooperation with the Architect as set forth below and in AIA Document A232'''n'-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Conh•actor modify AIA Docmnent A232-2009, those modifications shall not affect the Construction Manager's services under this Agreement unless the Owner and the Conshruction Manager amend this Agreement. § 3.3.4 The Construction Manager shall provide administt•ative, management and related services to coordinate scheduled activiries and responsibilities of the Multiple Prune Conhactors with each other and with those of the Construction Manager, the Owner and the Architect. The Construction Manager shall coordinate the activities of the Multiple Prime Contractors in accordance with the latest approved Project schedule and the Contract Documents. § 3.3.5 Utilizing the construction schedules provided by the Multiple Prime Contractors, the Consh•uction Manager shall update the Project schedule, incorporating the activities of the Owner, Architect, and Multiple Prune Contractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery and procurement of products, including those that must be ordered well in advance of consh•uction. The Project schedule shall include the Owner's occupancy requirements AIA Document C132TM - 2009 (formerly 8801 T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. f ~pwt This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (2034592357) showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project schedule as required to show current conditions. If an update indicates that the previously approved Project schedule may not be met, the Construction Manager shall recommend corrective action, if any, to the Owner and Architect, § 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect and Multiple Prime Conh•actors. § 3.3,7 Utilizing information fi•om the Multiple Prime Contractors, the Consh•uction Manager shall schedule and coordinate the sequence of construction and assigmnent of space in areas where the Multiple Prime Contractors are performing Work, in accordance with the Conh•act Documents and the latest approved Project schedule. § 3.3,8 The Construction Manager shall schedule all tests and inspections required by the Conhact Documents or governmental authorities, and arrange for the delivery of test and inspection reports to the Owner and Architect. § 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Multiple Prime Conhactors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 3.3,10 The Construction Manager shall monitor and evaluate actual costs for activities in progress and estimates for uncompleted tasks and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. If the Contractor is required to submit a Control Estimate, the Consh•uction Manager shall meet with the Owner and Contractor to review the Control Estimate. The Construction Manager shall promptly notify the Contractor if there are any inconsistencies or inaccuracies in the information presented. The Consh•uction Manager shall also report the Conhactor's cost conhol hlforrnation to the Owner. § 3.3.11 The Consh•uction Manager shall develop cash flow reports and forecasts for the Project. § 3.3.12 The Conshuction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 3.3,12.1 The Consh•uction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Multiple Prime Contractors for progress and final payments. § 3.3.12.2 Not more frequently than monthly, the Construction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one Contractor responsible for performing the Work, the Construction Manager shall, within seven days after the Consh•uction Manager receives the Conh•actor's Application. for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Conh•actor's Application and Certificate for Payment to the ?,r•chitect. ,2 Where there are Multiple Prime Conh•actors responsible for performing different porfions of the Project, the Construction Manager shall, within seven days after the Construction Manager receives each Conhactor's Application for Payment: (1) review the Applications and certify the amount the Consh•uction Manager determines is due each Contractor, (2) prepare a Summary of Contractors' Applications for Payment by summarizing information from each Conh•actor's Application for Payment, (3) prepare a Project Application and Certificate for Payment, (4) certify the total amount the Conshuction Manager determines is due all Multiple Prime Conh•actors collectively, and (5) forward the Summary of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Architect. § 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Worlc for conformance with the Contract Docwnents Init. AIA Document C132TM - 2009 (formerly B801 T~"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 8 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fiom the Contract Documents prior to completion and to specific qualificafions expressed by the Consriuction Manager. The issuance of a Certificate for Payment shall further constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified. § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Consri•uction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed consh•uction means, methods, techniques, sequences for the Contractor's own Work, or procedures; (3) reviewed copies of requisitions received fi•om Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.3.13 The Construction Manager shall review the safety programs developed by each of the Multiple Prime Contractors solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations to the Owner for any safety programs not included in the Work of the Multiple Prime Conhactors. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct conri•ol over or charge of the acts or omissions of the Contractor, Multiple Prime Conri•actors, Subcontractors, agents or employees of the Conri•actors or Multiple Prime Conttactors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 3.3.14 The Consri•uction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Conri•act Documents and notify the Owner, Conriactor and Architect of defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute the acceptance of the Work. The Consriuction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Worlc in its progress reports to the Architect and Owner pursuant to Section 3.3.20.1. Upon written authorization from the Owner, the Conshuction Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the provisions of the Contract Docwnents, whether or not such Work is fabricated, installed or completed, and the Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect may be present for such procedures. § 3.3.15 The Consri•uction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services. The Consri•uction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Consri•uction Manager shall not have conri•ol over, charge of, or responsibility for the consri•uction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor's rights and responsibilities under the Conriact Documents. The Construction Manager shall not be responsible for a Contractor's failure to perform the Work in accordance with the requirements of the Conhact Documents. The Construction Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or Multiple Prime Conh•actors, Subcontractors, or their agents or employees, or any other persons or any other persons or entities performing portions of the Work. § 3.3.16 The Consri•uction Manager shall hansmit to the Architect requests for interpretations and requests for information of the meaning and intent of the Drawings and Specifications with its written reconunendation, and assist in the resolution of questions that may arise. § 3.3.17 The Consri•uction Manager shall review requests for changes, assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Construction Change Directives that incorporate the Architect's modifications to the Contract Documents. § 3.3.18 The Consri•uction Manager shall assist the Initial Decision Maker in the review, evaluation and documentation of Claims, subject to Section 4.3.1.7. AIA Document C132TM - 2009 (formerly 8801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Conshuction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information from the Owner, Owner's consultants, Owner's separate contractors and vendors, goverrmlental agencies, and all other participants in the Project under the management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. The Conshuction Manager shall promptly review all Shop Drawings, Product Data, Samples and other submittals fi•om the Multiple Prime Conhactors for compliance with the submittal requirements of the Conh•act, coordinate submittals with information contained in related documents, and transmit to the Architect those that the Consh•uction Manager recommends for approval. The Construction Manager's actions shall be taken in accordance with the Project submittal schedule approved by the Architect, or in the absence of an approved Project submittal schedule, with such reasonable promptness as to cause no delay in the Work or in the activities of the Contractor, other Multiple Prime Conh•actors, the Owner, or the Architect. § 3.3.20 The Consh•uction Manager shall keep a daily log containing a record of weather, each Contractor's Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the Owner may require. § 3,3,20.1 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a surrnnary of remaining and outstanding submittals; .4 Request for information, Change Order, and Construction Change Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconforming and rejected Work; .7 Daily logs; .8 Summary of all Multiple Prime Conh•actors' Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Constt•uction Manager's compensation and reimbursable expenses at the job site, if any; .10 Cash-flow and forecast reports; and .11 Any other items the Owner may require: § 3.3.20.2 In addition, for Projects constructed on the basis of the Cost of the Work, the Conshuction Manager shall include the following additional information in its progress reports: .1 Contractor's work force report; .2 Equipment utilization report; .3 Cost summary, comparing actual costs to updated cost estimates; and .4 Any other items as the Owner may require: § 3.3.21 Utilizing the documents provided by the Conhactor, the Conshuction Manager shall maintain at the site one copy of all Contracts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record all changes and selections made dining conshuction, and in addition, approved Shop Drawings, Product Data, Samples and similar required submittals. The Construction Manager shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer. The Construction Manager shall make all such records available to the Architect and the Contractor, and upon completion of the Project, shall deliver them to the Owner. § 3.3.22 The Conshuction Manager shall arrange for the delivery, storage, protection and security of Owner- purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. § 3.3.23 With the Architect and the Owner's maintenance personnel, the Construction Manager shall observe the Conhactor's or Multiple Prime Conhactors' final testing and start-up of utilities, operational systems and equipment and observe arty commissioning as the Contract Documents may require. AIA Document C132T"^ - 2009 (formerly 8801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 10 ~ This document was produced by AIA software at 09:04:19 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) § 3.3.24 When the Construction Manager considers each Contractor's Work or a designated portion thereof is substantially complete, the Construction Manager shall, jointly with the Conh•actor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Conshuction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 3.3,25 When the Work or designated portion thereof is substantially complete, the Conshuction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and Conhactor. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Conshuction Manager shall evaluate the completion of the Work of the Conh•actor or Multiple Prime Conh•actors and make reconmiendations to the Architect when Woric is ready for final inspection. The Conshuction Manager shall assist the Architect in conducting final inspections. § 3.3,26 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following information received fi•om the Contractor or Multiple Prime Contractors: (1) certificates of insurance received fi•om the Conhactor or Multiple Prime Contractors; (2) consent of sm•ety or sureties, if any, to reduction in or partial release of retainage or the malting of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indenmifying the Owner against liens; and (4) any other documentation required of the Conhactor under the Contract Documents, including warranties and sin>zlar submittals. § 3.3.27 The Conshuction Manager shall deliver all keys, manuals, record drawings and maintenance stocks to the Owner. The Conshuction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment or final Application for Payment and final Certificate for Payment upon the Contractor's compliance with the requirements of the Contract Documents. § 3.3.28 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Construction Manager, Architect, Contractor and Multiple Prime Contractors. Consent shall not be um-easonably withheld. § 3.3.29 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Conshuction Manager shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Conshuction Manager shall provide the listed Additional Services only if specifically designated in the table below as the Conshuction Manager's responsibility, and the Owner shall compensate the Construction Manager as provided in Section 11.2. (Designate the Additional Services the Construction Manager shall provide in the secoarrl colnrnt of the table beloly. br the third colcnur indicate rvlretlrer the service description is located in Section 4,2 or in an attached evTribit, If irr mr ~~:Iribit, identify the ea-bibit.) Services Responsibility (Construction Mmu~ger, 01t~ner or NotPr•ovided Location of Service Description (Section 4.2 belotit~ or in an exhibit attached to this docznnent and identified beloly 4.1.1 Measured drawin s Owner § 4.1.2 Architectural interior design (B252T"' 2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissioning (B211T"1-2007 Owner § 4.1.5 LEEDS' certification (B214T"'-2007) Owner § 4.1.6 Furniture, furnishings, and equipment design (B253"'•"'-2007 Owner Init. AIA Document C132TM - 2009 (formerly 8801 Tr"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 11 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 4,2 Insert a description of each Additional Service designated in Section 4.1, if not further described in an exhibit attached to this document. None § 4,3 Additional Services may be provided after execution of this Agreement, without invalidating this Agreement. Except for services required due to the fault of the Construction Manager, any Additional Services provided in accordance with this Section 4.3 shall entitle the Construction Manager to compensation pursuant to Section 11.3. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Constuction Manager shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Construction Manager shall not proceed to provide the following services until the Construction Manager receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project includnig, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages in addition to those listed in Section 1.1.6; ,2 Services necessitated by the enactment or revision of codes, laws or regulations or official interpretations after the date of this Agreement; .3 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .4 Preparation for, and attendance at, a public presentation, meeting or hearing; ,5 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Constuction Manager is party thereto; .6 Providing consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; .7 Assistance to the Initial Decision Maker, if other than the Architect; or .8 Service as the Initial Decision Maker. § 4.3.2 To avoid delay in the Constuction Phase, the Conshuction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Construction Manager, and the Owner shall have no further obligation to compensate the Constuction Manager for those services: .1 Services in evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work when the Architect is serving as the Initial Decision Maker. .2 To the extent the Construction Manager's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial lnformation, whichever is earlier. ,3 Services required in an emergency to coordinate the activities of a Contactor or Multiple Prime Contractors in the event of risk of personal injury or serious property damage, consistent with Section 3.3.13. § 4,3,3 If the services covered by this Agreement have not been completed within Seventeen (17) months of the date of this Agreement, tlu•ough no fault of the Constuction Manager, extension of the Constuction Manager's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including the Owner's program, other objectives, schedule, constraints and criteria, special equipment, systems, and site requirements. Within 15 days after receipt of a written request fi•om the Construction Manager, the Owner shall furnish the requested information as necessary and relevant for the Constuction Manager to evaluate, give notice of, or enforce any lien rights, if any. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation AIA Document C132T"' - 2009 (formerly B801 TM14CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 12 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) with the Conshuction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.3 The Owner acknowledges that accelerated, phased or fast-hack scheduling provides a benefit, but also carries with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B132-2009, Standard Fot7n of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Owner shall provide the Conshuction Manager a copy of the executed agreement between the Owner and Architect, and any further modifications to the agreement. § 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner ni order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. § 5.6 Unless provided by the Construction Manager, the Owner shall furnish surveys to describe plrysical 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 sheets, alleys, pavements and adjoining property and shuctures; designated wetlands; adjacent drainage; rights-of--way, reshictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and ri•ees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.7 Unless provided by the Conshuction Manager, the Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate reconunendations. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Conshuction Manager. Upon the Construction Manager's request, the Owner shall furnish copies of the scope of services in the conhacts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agr•eenrent, or authorize the Construction Manager to furnish them as an Additional Service, when the Construction Manager requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services provided. § 5.9 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. § 5.10 The Owner shall fut7iish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Conshuction Manager and Architect if the Owner becomes aware of any fault or defect in Project, including errors, omissions or inconsistencies in the Architect's hlstt•uments of Service or any fault or defect in the Construction Manager's services. § 5.12 The Owner reserves the right to perform consh•uction and operations related to the Project with the Owner's owtr forces, and to award conhacts in connection with the Project which are not patt of the Construction Manager's responsibilities under this Agreement The Construction Manager shall notify the Owner if any such independent action will interfere with the Conshuction Manager's ability to perform the Construction Manager's responsibilities under this Agreement When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Conhactors. § 5,13 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to coimnunicate with the Conh•actor and the Construction Manager's Init. AIA Document C132T'" - 2009 (formerly 8801 T~^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 13 ~ This document was produced by AIA software at 09:04;19 on 02/01/2013 under Order No.1005957857_1 which expires on 0 1 /1 41201 4, and is not for resale. User Notes: (2034592357) consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Constuction Manager of any direct communications that may affect the Consriuction Manager's services. § 5.14 Before executing the Contact for Construction, the Owner shall coordinate the Construction Manager's duties and responsibilities set forth in the Contract for Construction with the Construction Manager's services set forth in this Agreement. The Owner shall provide the Constuction Manager a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Contacts for Construction. § 5.15 The Owner shall provide the Construction Manager access to the Project site prior to conunencement of the Work and shall obligate the Contactor to provide the Construction Manager access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to constuct all elements of the Project designed or specified by the Architect and shall include the contactors' general conditions costs, overhead and profit. The Cost of the Work includes the compensation of the Constuction Manager and Consriuction Manager's Consultants during the Constuction Phase only, including compensafion for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Ar•clutect, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and maybe adjusted throughout the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner's budget, preliminary estimates for the Cost of the Work and detailed estimates of the Cost of the Work prepared by the Construction Manager represent the Constuction Manager's judgment as a person or entity familiar with the constuction indushy It is recognized, however, that neither the Construction Manager nor the Owner has control over the cost of labor, materials or equipment, over Contactors' methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Constuction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary fi•om the budget proposed, established or approved by the Owner, or from any cost estimate or evaluation prepared by the Constuction Manager. § 6.3 If the Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the Constuction Manager shall work cooperatively to conform the cost estimates to one another. § 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Consri•uction Manager, in consultation with the Architect, shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Constuction Manager and Architect in making such adjushnents. § 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 in consultation with the Constuction Manager and Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .3 implement any other mutually acceptable alteriative. ARTICLE 7 COPYRIGHTS AND LICENSES The Constuction Manager and the Constuction Manager's consultants, if any, shall not own or claim a copyright in the Instuments of Service. The Construction Manager, the Constuction Manager's consultants, if any, and the Owner warrant that in tansmitting Instuments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to tansmit such information for its use on the Project If the Owner and Constuction Manager intend to transmit Instuments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such ri•ansmissions. AIA Document C132TM - 2009 (formerly 8801 T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. f 14 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) ARTICLE 8 CLAIMS AND DISPUTES § 8,1 General § 8.1.1 The Owner and Construction Manager shall connnence all claims and causes of action, whether in contract, tort, or otherwise, aganist the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Conshuction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Consh•uction Manager waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Conh•act for Construction. The Owner or the Construction Manager, 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. § 8.1.3 The Consh•uction Manager shall indemnify and hold the Owner and the Owner's officers and employees harmless fiom and against damages, losses and judgments arising fiom claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or onussions of the Conshuction Manager, its employees and its consultants ni the performance of professional services under this Agreement. The Consh•uction Manager's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Consh•uction Manager and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Consh•uction Manager's services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2,2 The Owner and Construction Manager shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Indushy Mediation Procedures in effect on the date of the Agreement A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days fiom the date of filing, unless stayed for a longer period by agreement of the parties or court order. If au arbih•ation proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbihator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in anycourt having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Ottnter mrd Consh•crctiorr ~11m1ager do tot select n method of birtditlg dispute resolution beloll; or do trot srrbsegr~entlp agree in ~t~riti~lg to n binding dispute resolution ~trethod other titan litigation, the dispute 1~tn11 be resolved iit a cotn•t of cotrtpetettt jurisdiction.) [ ] Arbih•ation pursuant to Section 8.3 of this Agreement AIA Document C132T'^ - 2009 (formerly 8801 T^~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 15 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) [ ] Litigation in a court of competent jurisdiction [X ] Other:(Specif~) § 8.3 Arbitration § 8.3.1 If the parties have selected arbihation as the method for binding dispute resolution in this Agreement any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction I1ldushy Arbihation Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity adnunistering the arbitt•ation. § 8.3.1.1 A demand for arbihation shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbih•ation by the person or entity admuiistering the arbih•ation shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbihate and other agreements to arbitl•ate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbihator(s) shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 Consolidation or Joinder § 8,3.4.1 Either party, at its sole discretion, may consolidate an arbih•ation conducted under this Agreement with any other arbitt'ation to which it is a party provided that (1) the arbitration agteement governing the other arbih•ation permits consolidation, (2) the arbih•ations to be consolidated substantially involve common questions of law or fact, and (3) the arbih•ations employ materially similar procedural rules and methods for selecting arbih•ator(s). § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a conmion question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Cmisent to arbih•ation involving an additional person or entity shall not constitute consent to arbitration of any claun, dispute or other matter in question not described in the written consent. § 8,3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Construction Manager under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager's option, cause for suspension of performance of services under this Agreement. If the Consh•uction Manager elects to suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending services, hi the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Consh•uction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumpfion of the Consh•uction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Consh•uction Manager shall be compensated for AIA Document C132T'" - 2009 (formerly 6801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 16 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Construction Manager, the Conshuction Manager may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the parry initiating the termination. § 9.5 The Owner may ter-nlinate this Agreement upon not less than seven days' written notice to the Conshuction Manager for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Conshuction Manager, the Consh•uction Manager shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9J Termination Expenses are in addition to compensation for the Construction Manager's services and include expenses directly athibutable to termination for which the Construction Manager is not otherwise compensated, plus an amount for the Construction Manager's anticipated profit on the value of the services not performed by the Construction Manager, as set forth below. § 9.7.1 Inr the event of ternnation for the Owner's convenience prior to commencement of construction, the Conshuction Manager shall be entitled to receive payment for services performed, costs incurred by reason of such termination and reasonable overhead and profit on Preconstruction services not completed durung the Preconstruction Phase. § 9.7.2 hl the event of termination for the Owner's convenience after commencement of construction, the Construction Manager shall be entitled to receive pa}nnent for services performed and costs incurred by reason of such termination, along with reasonable overhead and profit on services not completed during the Consh•uction Phase. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbih•ation as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232-2009, General Conditions of the Conriact for Consh•uction, except for purposes of this Agreement, the term "Work" shall include the work of all Contn•actors under the adminishation of the Constt-uction Manager. § 10.3 The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement, Neither the Owner nor the Conshuction Manager shall assign this Agreement without the «nitten consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under tlvs Agreement. § 10.4 If the O~~mer requests the Construction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Conshuction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Consh•uction Manager to execute consents reasonably required to facilitate assignment to a lender, the Consh•uction Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Conshuction Manager for review at least 14 days prior to execution. The Consh•uction Manager shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. AIA Document C132T'" - 2009 (formerly B801 T"^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 17 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) § 10.5 Nothing contained in this Agreement shall create a conri•actual relationship ~>ith or a cause of action in favor of a third party against either the Owner or Consh•uction Manager. § 10.6 Unless otherwise required in this Agreement, the Consh•uction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Consh•uction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager's promotional and professional materials. The Consh•uction Manager shall be given reasonable access to the completed Project to make such representations. However, the Consh•uction Manager's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. § 10.8 If the Construction Manager or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information shictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information irr order to perform services or construction solely and exclusively for the Project, or (3) its consultants and conh•actors whose contracts include sinular reshictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Consh•uction Manager's Basic Services described under Article 3, the Owner shall compensate the Consh•uction Manager as follows: § 11.1.1 For Preconshuction Phase Services in Section 3.2: (blsert arrlocnrt of, or basis,for, compensation, irtcTtrdi/rg stipulated srmrs, nttdtiples oa• perce/rtages.) Sixty Four Thousand Four Hundred Seventy Five and No/100 Dollars ($64,475.00). Five monthly payments of Twelve Thousand Eight Hundred Ninety Five and No/100 Dollars ($12,895.00), starting February 2013. § 11.1.2 For Consh•uction Phase Services in Section 3.3: (bl~ser•t a/rtoanrt of, or basis for, conrpe/rsatiorl, i//cltrdirtg stipulated sums, multiples or perce/rtcrges.) One Hundred Sixty One Thousand Two Hundred Two and No/100 Dollars ($161,202.Ofl) billed in equal monthly payments throughout construction. § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Conshuction Manager as follows: (blsert amotmt of, or basis fo/; conrperlsation. If /recesscoy, list specific sern~ices to rhhicb pm•ticcrlar• ntetltods of contperasatio/r apply.) Cost of the work plus 8% § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Construction Manager as follows: (hrsert amocmt of, or basis for, comperlsatiorr.) Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Consriuction Manager plus six percent (6 %), or as otherwise stated below: N/A AIA Document C132T"' - 2009 (formerly B801 T~"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 1$ not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Conshuction Manager's and Conshuction Manager's consultants' normal review practices. (If applicable, attach mr exhibit of hocn•ly billing rotes or i~rsert them belo~t~.) Employee or Category Rate ($0.00) Clerical $35.00 Estimator $68.00 Superintendent` $1,900.00 Weekly Accounting $65,00 Project Manager $72.00 Construction Manager $98 *Does not include Superintendent's vehicle fuel. Employee or Category Rate ($0.00) § 11.6 Compensation for Reimbursable Expenses § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Constuction Manager and the Construction Manager's consultants directly related to the Project and are estimated not to exceed $272,890.00 and are, as follows: .1 Transportation and authorized out-of--town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extanets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Professional photography, and presentation materials requested by the Owner; .8 Conshuction Manager's consultant's expense of professional liability insw•ance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Constuction Manager's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project-related expenditures. § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Constuction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7 Payments to the Construction Manager § 11.7.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimwn payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Constuction Manager's invoice. Amounts unpaid sixty (60 )days after the invoice 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 Construction Manager. (hrsert rate of nrorrtltly or amrual interest agreed erpora.) Zero percent 0 § 11.7.3 The Owner shall not withhold amounts fi•om the Construction Manager's compensation to impose a penalty or liquidated damages on the Constuction Manager, or to offset sums requested by or paid to Contractors for the cost of changes in the Work unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. Init. AIA Document C132T~^ - 2009 (formerry B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 19 t This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 01!14/2014, and is not for resale. User Notes: (1831945272) § 11.7.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 12.1 Funding § 12.1.1 The Construction Manager shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $498,567.00. Compensation is scheduled to be paid fi•om two fiscal years, $64,479.00 in FY13 (10/1/12 - 9/30/13) and $434,088.00 in FY14 (10/1/13 - 9/30/14). Therefore continuation of the project beyond 9/30/13 and the current budget amount of $64,479.00 is subject to City Council approval of the FY14 budget. If the City Council fails to appropriate funds to continue payment beyond $64,479.00, City may tel7ninate this agreement and Construction Manager will relieve City of any further obligation. Conshuction Manager must NOT incur costs for any work that exceeds $64,479.00 prior to October 1, 2013. It is the Consh•uction Managers responsibility to adhere to the schedule and the amounts listed above. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document C132T11-2009, Standard Form Agreement Between Owner and Construction Manager as Adviser .2 AIA Document E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following: Not used .3 AIA Document E202T"'-2008, Building hiformation Modeling Protocol Exhibit, if completed, or the following: Not used .4 Other documents: (List other docanne~ats, if may, i~rcli'~rding addih'onal scopes of service forming part of the Agreement.) AIA 232 - 2009 General Conditions This Agreement is entered into as of the day and year first written above. ~~ ~~ ~~-- r - - - ~ - OWNER (Signature) ~ CONSTRUCTION MANAGER (Sig~lature) a` ~~ Doug Nichols, Vice President (Printed na~f~ gild title) (Pri~tted na»te and title) AIA Document C132T"~ - 2009 (formerly 8801 T"~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. tf~i not for resale. User Notes: This document was produced by AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1164725605) 20 ,® ~, ~1,` T~ erreral ®niti®n ®f the ®rrtract f®r ®n~tructi®n, Construction Manager as Adviser Edition for the following PROJECT: (Name, nr/d location or address) Admilush•ation Building Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 THE CONSTRUCTION MANAGER: (Nance, legal staters mrd address) Beniton Construction P.O. Box 838 Meridian, ID 83680 THE OWNER: (Nmne, legal staters cord address) City of Meridian 33 E. Broadway Meridian, ID 83642 THE ARCHITECT: (Name, legal status and address) Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132T""-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; 6132T^'-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132T"'-2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232T"" - 2009 (formerly A201 Th'CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT AND CONSTRUCTION MANAGER 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY OTHER 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 15 CLAIMS AND DISPUTES AIA Document A232'M - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 2 ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) INDEX (Topics and numbers in bold are section headn1gs.) Acceptance of Nonconfornung Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and On>issions 3.2.1,3.2.2,3.3.2,3.12.8,3.18,8.3.1,9.5.1,10.1, 10.2.5, 13.4.2, 13.7 Addenda 1.1.1, 3.11, 4.2.14 Additional Costs, Claims for 3.2.4,3.7.4,3.7.5,6.1.1,7.3,9.10.3,9.10.4, 10.3, 10.4, 15.1.4 Additional Inspections and Testing 4.2.8, 12.2.1, 13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.7.4,3.7.5,6.1.1,7.3,8.3, 10.3 Administration of the Contract 3.10, 4.2 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.19 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.7, 9.8.3, 9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4 Approvals 2.1.1, 2.2.2, 2.4, 3.1.4, 3.10.1, 3.10.2, 3.12.4 through 3.12.10, 3.13.2, 3.15.2, 4.2.9, 9.3.2, 13.4.2, 13.5 Arbitration 8.3.1,11.3.10,13.1,15.3.2,15.4 ARCHITECT 4 Architect, Certificates for Payment 9.4 Architect, Definition of 4.1.1 Architect, Extent of Authority 5.2,7.1.2,7.3.7,7.4,9.3.1,9.4,9.5,9.8.3,9.8.4, 9,10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 15.1.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1,3.12.8,4.2.1,4.2.2,4.2.8,4.2.13,5.2.1,9.6.4, 15.2 Architect's Additional Services and Expenses 2.4,11.3.1.1,12.2.1,12.2.4,13.5.2 Architect's Adminish~ation of the Conh•act 4.2, 9.4, 9.5, 15.2 Architect's Approvals 3.12.8 Architect's Authority to Reject Work 4.2.8, 12.1.2, 12.2.1 Architect's Copyright 1.5 Architect's Decisions 4.2.8,7.3.9,7.4,8.1.3,8.3.1,9.2,9.4,9.5,9.8.3, 9.9.2,13.5.2,14.2.2,14.2.4,15.2 Architect's Inspections 3,7.4, 4.2, 9.8.3, 9.9.2, 9.10.1, 13,5 Architect's Insh•uctions 3.2.4, 7.4, 9.4 Architect's Interpretations 4.2.8, 4.2.17, 4.2.18 Architect's On-Site Observations 4.2.2, 9.4, 9.5.1, 9.10.1, 12.1.1, 12.1.2, 13.5 Architect's Project Representative 4.2.16 Architect's Relationship with Contractor 1.1.2, 1.5, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3,5, 3.7.4, 3.9.2,3.9.3,3.10,3.11,3.12.8,3.16,3.18,4.2,5.2, 6.2.2, 8.2, 11.3.7, 12.1, 13.5 Architect's Relationship with Consh•uction Manager 1.1.2, 9.3 tlu•ough 9.10, 10.3, 13.5.1, 10.3, 11.3.7, 13.4.2, 13.5.4 Architect's Relationship with Subcontractors 1.1.2, 4.2.8, 5.3, 9.6.3, 9.6.4 Architect's Representations 9.4, 9.5, 9.10.1 Architect's Site Visits 4.2.2,9.4,9.5.1,9.8.3,9.9.2,9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Other Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Worlc 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Init. AIA Document A232?^" - 2009 (formerly A201 T'"CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 3 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Binding Dispute Resolution 9.7,11.3.9,11.3.10,13.1,15.2.5,15.2.6.1,15.3.1, 15.3.2, 15.4.1 Boiler and Machinery Insurance 11.3.2 BONDS, INSURANCE AND 11 Bonds, Lien 7.3.7.4, 9.10.3 Bonds, Performance and Payment 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 2.2.2, 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.2,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1,9.10.3, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.3.2, 9.10.2, 11.1.3 Change Orders 1.1.1, 2.4, 3.4.2, 3.7.4, 3.8.2, 3.11, 3.12.8, 4.2.12, 4.2.13,4.2.14,5.2.3,7.1.1,7.1.2,7.2,7.3.2,7.3.4, 7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15.1.3 Cbauge Orders, Definition of 7.2 Changes 7.1 CHANGES IN THE WORK 2.2.1,3.4.2,3.11,3.12.8,4.2.13,4.2.14,7,8.3.1, 9.3.1.1 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 1.1.8,3.2.4,3.7.5,6.1.1,7.3.9,8.3.2,9.3.3,9.10.3, 9.10.4,10.3.3,15,15.4 Claims for Additional Cost 3.2.4, 3.7.5, 6.1.1, 7.3.9, 9.10.3, 9.10.4, 10.3.2, 10.4, 15.1.4 Claims for Additional Time 3.2.4, 3.7.5, 7, 8.3.2, 10.4, 15.1.5 Concealed or Unkno~~m Conditions, Claims for 3.7 Claims for Damages 3.2.4,3.18,6.1.1,6.2.5,8.3.2,9.3.3,9.5.1.2,9.10.2, 9.10.5,10.3.3,11.1.1,11.3.5,11.3.7,15.1.6 Cleaning Up 3.15, 6.3 Commencement of Statutory Lnnitation Period 13.7 Commencement of the Work, Definition of 8.1.2 Communications, Owner to Architect 2.2.6 Communications, Owner to Construction Manager 2.2.6 Communications, Owner to Contractor 2.2.6 Commmiications Facilitating Contract Adnunistration 3.9.1, 4.2.6 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.15, 8.1.1, 8.1.3, 8.2.3, 9.4.3.3, 9.5, 9.9.1, 9,10.3, 12.2.1, 12.2.2, 13.7 Concealed or Unlcuo~vn Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Conh•act 1.1.1 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 1.1.4, 6 Consh•uction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1,3.4.2,3.12.8,4.2.12,4.2.13,7.1.1,7.1.2,7.1.3, 7.3, 9.3.1.1 Conshuction Manager, Building Permits 2.2.2 Conshuction Manager, Communications through 4.2.6 Construction Manager, Construction Schedule 3.10.1, 3.10.3 CONSTRUCTION MANAGER 4 Consh•uction Manager, Definition of 4.1.2 Construction Manager, Documents and Samples at the Site 3.11 Construction Manager, Extent of Authority 3.12.7,3.12.8,4.1,3,4.2.1,4.2.4,4.2.5,4.2.9,7.1.2, 7.2, 7.3.1, 8.3, 9.3.1, 9.4.1, 9.4.2, 9.4.3, 9.8.2, 9.8.3, 9.8.4,9.9.1,12.1,12.2.1,14.2.2,14.2.4 Consh•uction Manager, Limitations of Authority and Responsibility 4.2.5, 4.2.8, 13.4.2 Construction Manager, Submittals 4.2.9 Conshuction Manager's Additional Services and Expenses 12.2.1 Conshuction Manager's Adn>inishation of the Contract 4.2, 9.4, 9.5 AIA Document A232T^" - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects, All rights reserved. Init. 4 This document was produced by AIA software at 09:02:47 on 02/01!2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Construction Manager's Approval 2.4, 3.10.1, 3.10.2 Conshuction Manager's Authority to Reject Work 4.2.8, 12.2,1 Consh•uction Manager's Decisions 7.3.7, 7.3.9, 9.4.1, 9.5.1 Construction Manager's Inspections 4.2.8, 9.8.3, 9.9.2 Consh•uction Manager's On-Site Observations 9.5.1 Consh•uction Manager's Relationship with Architect 1.1.2, 4.2.1, 4.2.7, 4.2.8, 4.2.9, 4.2.13, 4.2.15, 4.2.16, 4.2.20, 9.2.1, 9.4.2, 9.5, 9.6.1, 9.6.3, 9.8.2, 9.8.3, 9.8.4, 9.9.1, 9.10.1, 9.10.2, 9.10.3, 11.13, 12.2.4, 13.5.1,13.5.2,13.5.4,14.2.2,14.2.4 Construction Manager's Relationship with Contractor 3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3,3.11, 3,12.5, 3.12.6, 3.12.7, 3.12.8, 3.12.9, 3.12.10, 3.13.2, 3.14.2,3.15.2,3.16,3.17,3.18.1,4.2.4,4.2.5,4.2.6, 4.2.9, 4.2.14, 4.2.17, 4.2.20, 5.2, 6.2.1, 6.2.2, 7.1.2, 7.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1,9.4.1,9.4.2, 9.7,9.8.2,9.83,9.8.4,9.9.1,9.10.1,9.10.2,9.10.3, 10.1,10.3,11.3.7,12.1,13.5.1,13.5.2,13.5.3,13.5.4 Construction Manager's Relationship with Owner 2.2.2, 4.2.1, 10.3.2 Consh•uction Manager's Relationship with Other Conh•actors and Owner's Own Forces 4.2.4 Construction Manager's Relationship with Subcontractors 4.2.8, 5.3, 9.6.3, 9.6.4 Construction Manager's Site Visits 9.5.1 Conshuction Schedules, Contractor's 3.10,3.12.1,3.12.2,6.1.2, 15.1.5.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.9, 14 Conh'act Adminish•afion 3.1.3, 4.2, 9.4, 9.5 Conh'act Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Conh•act Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 53 Contract Documents, Definition of 1.1.1 Contract Performance During Arbitration 15.1.3 Contract Sum 3.7.4,3.7.5,3.8,3.10.2,5.2.3,7.2,7.3,7.4,9.1,9.2, 9.5.1,4, 9.6.7, 9.7, 10.3.2, 11.3.1.1, 12.3, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Time 3.7.4, 3.7.5, 4, 3.10.2, 5.2.3, 7.2.3, 7.3.1, 7.3.5, 7.3.10,7.4,8.1.1,8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2,12.1.1,14.3.2,15.1.5.1,15.2.5 Contract Time, Definition of 8,1.1 CONTRACTOR 3 Contractor, Definition of 3.1.1 Contractor's Construction Schedules 3.10,3.12.1,3.12.2,6.1.3,15.1.5.2 Contractor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1,11.3.7,14.1,14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Other Conh•actors and Owner's Own Forces 3.12.5, 3.14.2, 4.2.6, 6, 11.3, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18, 5, 9.6.2, 9.6,7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8, 14.2.1.2 Contractor's Relationship with the Architect 1.1.2, 1.5, 3.2.2, 3.2,3, 3.2.4, 3.4.2, 3.5, 3.7.4, 3.10.1, 3.11,3.12,3.16,3.18,5.2,6.2.2,7,8.3.1,9.2,9.3,. 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Conh'actor's Relationship with the Construction Manager 1.1.2,3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3, 3.11, 3.12.5, 3.12.7, 3.12.9, 3.12.10, 3.13 , 2, 3.14.2, 3.15.1,3.16,3.17,3.18.1,4.2.4,4.2.5,5.2,6.2.1, 6.2.2,7.1.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1, 9.4.1,9.4.2,9.8,2,9.9.1,9.10.1,9.10.2,9.10.3, 10.1, 10.2.6, 10.3, 11.3.7, 12.1, 13.5.1, 13.5.2, 13.5.3, 13.5.4 Conh'actor's Representations 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9,8.2 Conh'actor's Responsibility for Those Performing the Work 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1,10.2.8 Contractor's Review of Conh•act Documents 3.2 Conh'actor's Right to Stop the Work 9.7 Conh'actor's Right to Tertninate the Conhact 14.1 Contractor's Submittals 3,10.2,3.11,3.12,4.2.9,9.2,9.3,9.8.2,9.9.1,9.10.2, 9.10.3, 11.1.3, 11.4.2 Contractor's Superintendent 3.9, 10.2.6 AIA Document A232"' - 2009 (formerly A201 T/''CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 4.2.5, 4.2.7, 6.1, 6.2.4, 7.1,3, 7.3.5, 7.3.7,8.2,10,12,14,15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2, 11.3.1.5 Coordination and Correlation 1.2,3.2,3.3.1,3.10,3.12.6,6.1.2,6.2.1 Copies Furbished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of ~Vorlc 2.3, 2.4, 9.4.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 Correlation and Intent of the Contract Documents 1.2 Costs 2.4, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 7.3.9, 11.3.1.2, 11.3.1.3, 11.3.4,11.3.9,12.1,12.2.1,13.5,14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Other Contractors 3.14.2, 6.2.4, 9.5.1.5, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2,9.9.1,10.2.1.2,10.2.5,10.4,11.3.1,12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.2, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.2.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 15.1.5 Date of Cormnencetnent of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the At•chitect 3.7.4, 4.2.7, 4.2.8, 4.2.10, 4.2.11, 4.2.13, 4,2.15, 4.2.16, 4.2.17, 4.2.18, 4.2.19, 4.2.20, 7.3.9, 8.1.3, 8.3.1, 9.2, 9,4, 9.5, 9.8.3, 9.8.4, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions of the Construction Manager 7.3.7, 7.3.8, 7.3.9, 15.1, 15.2 Decisions to Withhold Certification 9.4.1,9.5,9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5, 4.2.8, 6.2.5, 9.5.1, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 12.2.2 Definitions 1.1,2.1.1,3,1.1,3.12.1,3.12.2,3.12.3,4.1.1,4.1.2, 7.2, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 Delays and Extensions of Time 3.2,3.7.4,5.2.3,7.2,7.3.1,7.4,8.3,9.5,1,9.7,10.3.2, 10.4,14.3.2,15.1.5,15.2.5 Disputes 7.3.8, 7.3.9, 9.3, 15.1, 15.2 DISPUTES, CLAIMS AND 3.2.4,6.1.1,6.3,7.3.9,9.3.3,15,15.4 Docwnents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Ownership and Use 1.1.1, 1.5, 2.2,5, 3.11, 5.3 Duty to Review Contract Documents and Field Conditions 3.2 Effective Date of Insm•ance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1.4 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.1, 3.18.2, 4.2.3, 4.2.6, 10.2,10.3.3,11.1.1,11.3.7,14.1,14.2.1.1 Equipment, Labor, Materials and or 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.13.1,3.15.1,4.2.8,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, 9.5.1,9.9.1,10.2,10.3,12.2,14.2,14.3.1,15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.3, 7.4, 8.3, 9,5.1, 9.7, 10.3.2, 10.4,14.3,15.1.5,15.2.5 Failure of Payment 9.5.1.3,9.7,13.6,14.1.1.3,14.1.3,14.2.1.2,15.1.4 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.15, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3, 15.2,1 Financial Arrangements, Owner's 2.2.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty and Warranties) Hazardous Materials 10.2.4, 10.3 Identification of Contract Documents 1.2.1 Identification of Subcontractors and Suppliers 5.2.1 Indenutification 3.18, 9.10.2, 10.3,3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 AIA Document A232TM - 2009 (formerly A201 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 6 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Information and Ser~~ices Regtired of the Owner 2.1.2, 2.2, 4.2.6, 6.1.2, 6.2.5, 9.6.1, 9.6.4, 9.8, 9.9.1, 9.10.3,10.3.2,10.3.3,11.2,11.3.4,13.5.1,13.5.2, 14.1.1.4, 14.1.3, 15.1.2 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Malcer, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 3.18.1,10.2.1,10.2.2,10.2.8,10.3,10.3.3,10.4, 11.1.1 Inspections 3.1.3,3.7.1,4.2.2,9.8.2,9.9.2, 9.10.1, 13.5 Inst•uctions to Bidders 1.1.1 vrsh-uc$ons to the Contractor 3.1.4, 3.3.3, 3.7.1, 4.2.4, 5.2.1, 7, 8.2.2, 12.1, 13.5.2 Instruments of Ser~~ice, Definition of 1.1.7, 1.5, 1.6 Insurance 6.1.1, 7.3.7, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insm•ance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insm•ance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2, 11.3.1 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.3.1.5 Insurance Companies, Settlement with 11.3.10 Intent of the Conhact Documents 1.2,4.2.18,4.2.19,7.4 Interest 9.7, 13.6 Interpretation 1.4, 4.2.8, 4.2.17, 4.2.18 Interpretations, Written 4.2.17, 4.2.18, 4.2.20 Joinder and Consolidation of Claims Required 15.4.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.12.6, 3.12.10,3.13.1,3.15.1,5.2.1,6.2.1,7.3.7,9.3.2, 9.3.3, 9.5.1.3, 9.6, 9.10.2, 10.2.1.2, 11.3.1, 14.2.1, 14.2.2 Labor Disputes 8.3.1 Laws and Regulations 3.2.3,3.2.4,3.7,3.13.1,10.2.2,10.2.3,13.5.1,14.2.1 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitation on Consolidation or Joinder 15.4.4 Limitations, Statutes of 15.4.1 Limitations of Authority 3.12.4, 4.1.3, 4.2.16 Limitations of Liability 9.6.7, 11.1.1, 12.2 Limitations of Time 3.10.1, 4.2.17, 4.2.20, 8.2.1, 9.3.3, 9.6.1, 9.8.4, 9.10.2, 10.2, 11.1.3, 12.1.1, 12.2.2.2, 12.2.5, 13.7, 14.1.1, 15.2.6.1 Loss of Use Insurance 11.3.3 Material Suppliers 1.5.1, 1.5.2, 3.12, 4.2.6, 4.2.8, 9.3.1, 9.3.1.2, 9.3.3, 9.5.3,9.6.4,9.6.5,9.6.7,9.10.5, 11.3.1 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.5.1, 1.5.2, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.12.6, 3.12.10, 3.13.1, 5.2.1, 6.2.1, 9.3.1, 9.3.2, 9.3.3, 9.5.1, 9.5.3, 9.6.4, 9.6.5, 9.6.7, 9.10.2, 9.10.5,10.2.1,10.2.4,10.3 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1,3.12.10,4.2.5,4.2.11 Mechanic's Lien 2.1.2, 15.2.8 Mediatimi 8.3.1,10.3.5,15.2.1,15.2.5,15.2.6,15.3,15.4.1 Minor Changes in the Worlc 1.1.1,3.12.8,4.2.13,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Conh•act 1.1.1, 1.1.2, 3.11, 4.1.3, 4.2.14, 5.2.3, 7, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.4.3, 9.8.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3, 2.4, 3.2.3, 3.7.3, 9.4.3.3, 9.8.2, 9.8.3, 9.9.1, 11.1.1,12.2.2.1,12.2.3,12.2.4,12.2.5 AIA Document A232T^' - 2009 (formerly A201 Th~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 7 This document was produced by AIA software at 09:02;47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Notice 1.5, 2.1.2, 2.2.1, 2.4, 3.2.4, 3.3.1, 3.7.1, 3.7.2, 3.7.5, 3.9.2,3.12.9,5.2.1,6.3,9.4.1,9.7,9.10.1,9.10.2, 10.2.2,10.2.6,10.2.8,10.3.2,11,3.6,12.2.2.1,13.3, 13.5.1,13.5.2,14.1.2,14.2.2,14.4.2,15.1.2,15.1.4, 15.1.5.1, 15.2, 15.4.1 Notice of Claims 3.7.2, 10.2.8, 15.1.2, 15.4.1 Notice of Testing and Inspections 13.5.1, 13.5.2 Notices, Permits, Fees and 3.7, 7.3.7, 10.2.2 Observations, On-Site 3.2.1, 9.5.1, 12.1.1 Occupancy 2.2.2, 9.6.6, 9.9, 11.3.1.5 On-Site Inspections 4.2.2,9.10.1,9.4.4,9.5.1 Orders, Written 4.2.7, 4.2.18, 4.2.20 Other Contracts and Contractors 1.1.4, 3.14.2, 4.2.9, 6, 11.3.7, 12.1.2 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 4.2, 6.1.2, 6.1.3, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.2, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1, 14.1.3, 15.1.3 Owner's Authority 1.5, 2.1.1, 2.3, 2.4, 3.4.2, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.8, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2, 7.3.1, 8.2.2, 9.3.1, 9.3.2, 9,5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.3.3,11.3.10,12.2.2.1,12.3,13.5.2,14.2,14.3.1, 14.4, 15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1 Owner's Liability Insurance 11.2 Owner's Relationship ~~ith Subconh•actors 1.1.2,5.2.1,5.3,5.4.1,9.6.4,9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 12.2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts G.1 Owner's Right to Stop the Worlc 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specificatimts and Other Iush•uments of Ser~~ice 1.1.1, 1.1.5, 1.5, 1.6, 3.11, 3.12.10, 3.17, 4.2.14, 4.2.18, 4.2.20 Partial Occupancy or Use 9.9, 11.3.1.5 Patching, Cuttuig and 3.14, 6.2.5 Patents and Cop}n-ights, Royalties 3.17 Payment, Applications for 4.2.1, 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.7, 9.10.1, 9.10.3, 9.10.5, 11.1.3 Payment, Certificates for 4.2.15,7.3.9,9.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 9.10.3, 14.1.1.3, 15.1.3 Payment, Failure of 9.4.1,9.5,9.7, 14.1.1.3 Payment, Final 4.2.1, 9.8.2, 9.10, 11.1.2, 11.3.1, 11,3.5, 12.3, 15.2.1 Payment Bond, Performance Bond and 5.4.1, 7.3.7, 9.6.7, 9.10.2, 9.10.3, 11, 11.4 Payments, Progress 9.3.1, 9.4.2, 9.6 PAYMENTS AND COMPLETION 9, 14 Payments to Subcontractors 5.4.2, 9.3, 9.5.1.3, 9.5.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 9.10.5, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 5.4.1, 7.3.7, 9.6.7, 9.10.2, 9.10.3, 11, 11.4 Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 7.3.7.4, 10.2.2 PERSONS AND PROPERTI', PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3,12.2 Product Data and Samples, Shop Drawings 3.11,3.12,4.2.9,4.2.10,4.2.14 Progress and Completion 5.2, 9.3.1, 9.4.2, 9.6, 9.8, 9.10, 14.2.4, 15.1.6 Progress Payments 9.3.1, 9.4.2, 9.6 Project, Definition of 1.1.4 Project Representatives 4.2.16 Property Insurance 10.2.5, 11.3 Project Schedule 3.10.1, 3,10.3, 3.10.4, 4.2.2, 4.2.3, 4.2.4 AIA Document A232T~^ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 8 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) PROTECTION OF PERSONS AND PROPERTI' 10 Regulations and La~~~s 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 10.2.2,11.1,11.4,13.1,13.4,13.5.1,13.5.2,13.6, 14.1.1,14.2.1,15.2.8,15.4 Rejection of Work 3.5, 4.2.8, 12.2.1 Releases of and Waivers and of Liens 9.10.2 Representations 1.3, 2.2.1, 3.5, 3.12, 6.2.2, 8.2.1, 9.3.3, 9.4,3, 9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1, 5,1.2, 13.2.1 Requests for Information 4.2.20 Resolution of Clanns and Disputes 15 Responsibility for Those Performing the Work 3.3.2, 3.7.3, 3.12.8, 3.18, 4.2.2, 4.2.5, 4.2.8, 5.3, 6.1.2, 6.2, 6.3, 9.5.1, 9.8.2, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.2.2,3.2,3.7.3,3.12.7 Review of Contractor's Submittals by Owner, Consh•uction Manager and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,5.2,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12.5 Rights and Remedies 1.1.2,2.3,2.4,3.7.4,3.15.2,4.2.8,5.3,5.4,6.1,6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4 Safety of Persons and Property 10.2, 10.3, 10.4 Safety Precautions and Programs 3.3.1, 3.12, 4.2.5, 5.3, 10.1, 10.2, 10.3, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12,4.2.9,4.2.10 Samples at the Site, Documents and 3.11 Schedtde of Values 9.2, 9.3.1 Schedules, Consh•uction 3.10, 3.12.1, 3.12.2, 6.1.2, 15.1.5.2 Separate Conh•acts and Contractors 1.1.4,3,12.5,3.14.2,4.2.6,4.2.11,6,8.3.1,12.1.2 Shop Dra«~ings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.9, 4.2.10, 4.2.14 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2.2, 4.2.3, 4.2,15, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4,2.2, 4.2.15, 9.8.3, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.8, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Staffing Plan 4.2.3 Statute of Limitations 12.2.5, 13.7, 15.4.1.1 Stopping the Work 2.3,9.7,10.3,14.1 Stored Materials 6.2.1,9.3.2,10.2.1.2,10.2.4 Subcontl•actor, Definition of 5.1.1 SUBCONTRACTORS 5 Subconh•actors, Worlc by 1.2.2, 3.3.2, 3.12.1, 4,2.5, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3,5.4,9.3.1.2,9.6.2,9.6.3,9.10,10.2.1,14.1,14.2 Submittals 3.2.3,3.10,3.11,3.12,4.2.9,4.2.10,4.2.11,5.2.1, 5.2.3,7.3.7,9.2,9.3,9.8,9.9.1,9.10.2,9.10.3,11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.9, 4.2.10 Subrogation, Waivers of 6.1.1,11.3.7 Substantial Completion 8.1.1, 8.1.3, 8.2.3, 9.4.3.3, 9.8, 9.9.1, 9.10.3, 12.2.1, 12.2.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of .Architect 4.1.4 Substitution of Consh•uction Manager 4.1.4 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Init. AIA Document A232T1" - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 .Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Super«sion and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.3, 4.2.5, 4.2.8, 4.2.9,4.2.10,4.2.11,6.1.3,6.2.4,7.1.3,7.3.7,8.2, 8.3.1,9.4.3.3,10,12,14,15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 1.1.7, 2.2.3 Suspension by the Owner for Cmtvenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Conri•act 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Ternnation by the Contractor 14.1, 15.1.6 Ternrination by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.4, 3.3.3, 4.2.2, 4.2.6, 4.2.8, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1,10.3.2,12.2.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.4,3.7.4,5.2.3,7.2,7.3.1,7.4,8.3,9.5.1,10.3.2, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.1, 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3,1,9.3.3, 9.4,1, 9.4.2, 9.5, 9.6, 9.7, 9.8, 9,9, 9.10, 11.1.3, 11.4, 12.2, 13.5, 13.7, 14, 15 Time Linuts on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transnrission of Data in Digital Form L6 UNCOVERING AND CORRECTION OF FORK 12 Uncovering of «'orlc 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3,3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Construction Manager 13.4.2 Waiver of Claims by the Conh•actor 9.10.5, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3.7 WarrantS~ 3.5,4.2.15, 9.3.3,9.8.4,9.9.1,9.10.4, 12.2.2 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.3,9.3.2,9.8.5, 9.9.1, 9.10.2, 9.10.3, 10.3.2, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written hiterpretations 4,2.17, 4.2.18 Written Notice 2.3,2.4,3.3.1;3.9,3.12.9,3.12.10,5.2.1,5.3,5.4.1.1, 8.2.2, 9.4, 9.5.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13:3, 13.5.2, 14, 15.4.1 Wt•itten Orders 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 AIA Document A232T~~ - 2009 (formerly A201 T"~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 10 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) ARTICLE 1 GENERAL PROVISI®NS § 1.1 basic Definitions § 1.1.1 The Contract Documents. The Conh•act Documents are enwnerated in the Agreement between the Owner and Conri•actor (hereinafter the Agreement), and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Conh•act, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Conshuction Change Directive or (4) a written order for a minor change iii the Work issued by the Architect. Unless specifically enumerated iii the Agreement, the Conh•act Documents do not include the advertisement or invitation to bid, Instt•ucdons to Bidders, sample follns, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of addenda relating to bidding requirements). § 1,1.2 The Contract. The Cont1act Documents form the Contract for Conshuction. The Contracriepresents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract maybe amended m• modified only by a Modification. The Conh•act Documents shall not be construed to create a conh•actual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and the Construction Manager or the Construction Manager's consultants, (3) betveen the Owner and the Architect or the Architect's consultants, (4) between the Contractor and the Consh•uction Manager or the Consh•uction Manager's consultants, (5) between the Owner and a Subcontractor or Sub-subconh•actor (6) between the Consh•uction Manager and the Architect, or (7) between any persons or entities other than the Owner and Contractor. The Construction Manager and Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their duties. § 1.1.3 The Work. The term "Work" means the conshuction and services required by the Conh•act Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Conhactor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project. The Project is the total. construction of which the Work performed under the Contract Documents maybe the whole or a part and which may include conshuction by other Multiple Prime Conhactors and by the Owner's own forces, including persons or entities under separate conhacts not administered by the Construction Manager. § 1.1.5 The Drawings. The Drawings are the graphic and pictorial portions of the Conh•act Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 The Specifications. The Specifications are that portion of the Conhact Documents consisting of the written requn•ements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service. Instruments of Service are representations, in any medium of expression. now kno~~m or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker. The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Conh•actor. The Conh•act Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Conh•actor shall be required only to the extent consistent with the Conhact Documents and reasonably inferable fi•om them as being necessary to produce the indicated results. AIA Document A232TA9 - 2009 (formerly A201 T~~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 11 § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contactor in dividing the Work among Subcontactors or in establishing the extent of Work to be performed by airy trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-knov~ns technical or constuction industy meanings a1•e used in the Contract Documents in accordance with such recogr>ized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents fi•equently 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 fi•om one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instuments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, sub-subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instuments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect, or Architect's consultants' reserved rights. § 1.5.2 The Contactor, Subcontractors, Sub-subcontractors, and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contactor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the hlstruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Ar•cl>itect and the Architect's consultants. § 1.6 Transmission of Data in Digital Form If the parties intend to h•anslnit Inst•uments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to tln•oughout the Contact Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Article 4, the Construction Manager and the Architect do 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 fide 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 Prior to commencement of the Work, the Contactor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contact. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contact Documents require; (2) a change in the Work materially changes the Contact Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or Init. AIA Document A232T"~ - 2009 (formerly A201 T~"CMa -1992), Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 12 the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contact Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for per-rnanent changes in existing facilities. Unless otherwise provided under the Conh•act Documents, the Owner, through the Constuction Manager, shall secure and pay for the building permit. § 2.2.3 The Owner shall fur>ish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's conh•ol and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Cont'actor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of malting reproductions pursuant to Section 1.5.2. § 2.2.6 The Owner shall endeavor to forward all communications to the Contractor through the Constuction Manager and shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to the Contract Documents. § 2.3 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contactor to stop the Worlt, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contactor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 Owner's Right to Carry Out the Work If the Contactor defaults or neglects to carry out the Work in accordance with the Contact Documents and fails within aten-day period after receipt of written notice fi•om the Ot~mer to continence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. hn such case an appropriate Change Order shall be issued deducting fi•onn payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Constuction Manager's and Architect's and their respective consultants' additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contactor are both subject to prior approval of the Architect, after consultation with the Construction Manager. If payments then or thereafter due the Contactor are not sufficient to cover such amounts, the Contactor 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 Contact Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contactor shall designate in writing a representative who shall have express authority to bind the Contactor with respect to all matters under this Contact. The term "Contactor" means the Contactor or the Contractor's authorized representative. § 3.1.2 The plural term "Multiple Prime Contactors" refers to persons or entities who perform construction under contacts with the Owner that are administered by the Constuction Manager. The term does not include the Owner's own forces, including persons or entities under separate contracts not administered by the Constuction Manager. AIA Document A232T'" - 2009 (formerly A201 T"~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 13 ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14!2014, and is not for resale. User Notes: (1481140079) § 3.1.3 The Conhactor shall perform the Work iii accordance with the Conhact Documents § 3.1.4 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Construction Manager or Architect in their administration of the Conhact, or by tests, inspections or approvals required or performed by persons or entities other than the Conh•actor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar t~rith local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Conhact Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Wotlc, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and consh•uction by the Conhactor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Construction Manager and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Conshuction Manager in such form as the Consh•uction Manager and Architect may require. It is recognized that the Contractor's review is made in the Conh•actor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Conhact Documents. § 3.2.3 The Contractor is not required to ascertain that the Conhact Documents are in accordance «nth applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Conshuction Manager and Architect any nonconformity discovered by or made lrnown to the Contractor as a request for information submitted to Conshuction Manager in such form as the Construction Manager and Architect may require. § 3.2.4 If the Conh•actor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided iri Article 15. If the Conhactor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Conhactor shall pay such costs and damages to the.Owner as would have been avoided if the Conhactor had performed such obligations. If the Conhactor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting fi•om errors, inconsistencies or omissions in the Conhact Documents, for differences between field measurements or conditions and the Contract Documents, or for noncotiformities of the Conhact Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Conhactor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, conshuction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instruction concerning these matters. If the Contract Documents give specific instructions concerning consh•uction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Conhactor determines that such means, methods, techniques, sequences or procedures tray not be safe, the Contractor shall give timely written notice to the Owner, the Construction Manager, and the Architect and shall not proceed with that portion of the Work without further written insh•uctions fi•om the Architect, through the Conshuction Manager. If the Contractor is then inshucted to proceed with the required means, methods, techtques, sequences or procedures without acceptance of changes proposed by the Conh•actor, the Owner shall be solely responsible for any loss or damage arising solely fi•om those Owner-required means, methods, techtiques, sequences or procedures. Init. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02(01(2013 under Order No.1005957857_1 which expires on 01/1412014, and is not for resale. User Notes: (1481140079) 14 § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work for, or on behalf of, d1e Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of the Project already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Conh•act Documents, the Contactor shall provide and pay for labor, materials, equipment, tools, consh•uction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect, in consultation ti~rith the Construction Manager, and in accordance with a Change Order or Conshuction Change Directive. § 3.4.3 The Contractor shall enforce stict discipline and good order among the Contractor's employees and other persons can•ying out the Work. The Contactor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty The Contactor warrants to the Owner, Construction Manager, and Architect that materials and equipment fur~ushed under the Conh•act will be of good quality and new unless the Contact Documents require or permit otherwise. The Contractor further wan•ants that the Work will conform with the requirements of the Contact Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements maybe considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contactor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Constuction Manager or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contactor that 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, Notices, and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contact Documents, the Omer, through the Construction Manager, shall secure and pay for the building permit. The Contractor shall secure and pay for other pernuts, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contact and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contactor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contactor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorifies, the Contactor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contactor encounters conditions at the site that are (1) subsm•face or otherwise concealed physical conditions that differ materially fi•om those indicated in the Conh•act Documents or (2) unknown physical conditions of an unusual nature that differ materially fi•om those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contactor shall promptly provide notice to the Owner, Consh•uction Manager, and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect and Init. AIA Document A232?M - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 15 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Constuction Manager will promptly investigate such conditions and, if the .Arclutect, in consultation with the Constuction Manager, determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contact Sum or Contract Time, or both. If the Architect, in consultation with the Construction Manager, determines that the conditions at the site are not materially different from those indicated in the Conh•act Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner, Constuction Manager, and Contactor in writing, stating the reasons. If the Owner or Contactor disputes the Architect's determination or reconmrendation, either party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contactor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contact Documents, the Contactor shall inmiediately suspend airy operations that would affect them and shall notify the Owner, Construction Manager, and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain govermnental authorizafion required to resume the operations. The Contactor shall continue to suspend such operations until otherwise instucted by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising fi•om the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contactor shall include in the Contact Sum all allowances stated in the Contact Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contact Documents: .1 Allowances shall cover the cost to the Contactor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contactor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 Whenever costs are more than or less than allowances, the Contact Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptress. § 3.9 Superintendent § 3.9,1 The Contactor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contactor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contactor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner and Architect through the Constuction Manager, the name and qualifications of a proposed superintendent. The Constuction Manager may reply within 14 days to the Contactor in writnrg stating (1) whether the Owner, the Constuction Manager, or the Architect has reasonable objection to the proposed superintendent or (2) that any of them requn•e additional time to review. Failure of the Constuction Manager to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contactor shall not employ a proposed superintendent to whom the Owner, Constuction Manager or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 Contractor's Construction Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information and the Constuction Manager's approval a Contactor's Constuction schedule for the Work. The schedule shall not exceed time linuts current under the Contact Documents, shall be revised at AIA Document A232T"~ - 2009 (formerly A201 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 16 appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project schedule to the extent required by the Conhact Documents, and shall provide for expeditious and practicable execution of the Work. The Contractor shall cooperate with the Consh•uction Manager in scheduling and performing the Conhactor's Work to avoid conflict with, and as to cause no delay in, the work or activities of other Multiple Prime Conh•actors or the construction or operations of the Owner's own forces. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter update it as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Conshuction Manager's and Architect's approval. The Architect and Construction Manager's approval shall riot unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Conhactor's constuction schedule, and (2) allow the Construction Manager and Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Conttactor shall participate with other Contractors, the Coushuction Manager and O~~mer in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Consh•uction Manager. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Construction Manager to conform to the Project schedule. § 3.10.4 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Construction Manager and Architect and incorporated into the approved Project schedule. § 3.11 Documents and Samples at the Site The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the Architect and delivered to the Construction Manager for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcont•actor, Sub-subcontractor, manufacturer, supplier or distibutor to illustrate some portion of the Work. § 3.12.2 Product Data are illush•ations, 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 plrysical examples that 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. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contact Documents require submittals. Review by the Architect and Construction Manager is subject to the limitations of Sections 4.2.9 through 4.2.11. h~for•mational submittals upon which the Construction Manager and Architect are not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Conh•act Documents may be returned by the Construction Manager or Ar•clutect without action. § 3.12,5 The Contactor shall review for compliance with the Contact Documents, approve and submit to the Construction Manager Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the Project submittal schedule approved by the Consh•uction Manager and Architect, or in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause r1o delay in the Work or in the activities of other Multiple Prime Contactors or the Owner's own forces. The Contractor shall cooperate with the Constuction Manager in the coordination of the Contractor's Shop Drawings, Product Data, Samples and similar submittals with related documents submitted by other Multiple Prime Contractors. AIA Document A232T^^ - 2009 (formerly A201 T~"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 17 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Conri•actor represents to the Owner, Consri•uction Manager, and Architect, that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Conttact Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been reviewed and approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall trot be relieved of responsibility for deviations fi•om requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Conri•actor has specifically informed the Construction Manager and Architect in writing of such deviation at the time of submittal and (1) the ,St•chitect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Consri•uction 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 Consriuction Manager and 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 that constitute the practice of architecture or engineering unless such services are specifically required by the Conriact Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, teclnuques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Conh•actor 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, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to flee Work designed or cet•tified 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 services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Conri•actor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Archtect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Conriact Documents. § 3.13 Use of Site § 3.13.1 The Conh•actor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Conri•act Documents and shall not unreasonably encumber the site with materials or equipment. § 3.13.2 The Conri•actor shall coordinate the Contractor's operations with, and secure the approval of, the Construction Manager before using any portion of the site. § 3.14 Cutting and Patching § 3.14.1 The Conhactor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. Init. AIA Document A232TM - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 18 § 3.14.2 The Conri•actor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner's own forces or of other Multiple Prune Conhactors by cutting, patching, or otherwise altering such consri•uction, or by excavation, The Conhactor shall not cut or otherwise alter such construction by the O«nier's own forces or by other Multiple Prime Contractors except with written consent of the Construction Manager, Owner and such other Multiple Prime Conhactors; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold fi•om the other Multiple Prime Contractors or the Owner the Contractor's consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free fi•om accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Consri•uction Manager with the Owner's approval, may do so and the Owner shall be entitled to reimbursement fi•om the Contractor. § 3.16 Access to Work The Conh•actor shall provide the Owner, Construction Manager and Architect access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Conhactor shall pay all royalties and license fees. The Conri•actor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner, Constuction Manager 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, Architect, or Consri•uction Manager. 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 information is promptly furnished to the Architect through the Constuction Manager. § 3.18 Indemnification § 3.18.1 To the fullest extentpennitted bylaw, the Conri•actor shall indemnify and holdlrarmless the Owner, Construction Manager, Architect, Consriuction Manager's and Architect's consultants, and agents and employees of any of them fiom and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting fi•om performance of the Work, provided that such claim, damage, loss or expense is atri7butable to bodily injury, sickness, disease or death, or to injury to or deshuction of tangible property (other than the Work itself) but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe 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 consri•ued to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subconh•actor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contactor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER § 4.1 General § 4.1.1 The Owner shall retain au architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 19 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 4.1.2 The Owner shall retain a consh•uction manager lawfully licensed to practice conshuction management or an entity lawfi~lly practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Consriuction Manager in the Agreement and is referred to throughout the Conhact Documents as if singular in number. § 4.1.3 Duties, responsibilities and limitations of authority of the Construction Manager and Architect as set forth in the Contract Documents shall not be reshicted, modified or extended without written consent of the Owner, Construction Manager, Architect and Contractor. Consent shall not be unreasonably withheld. § 4.1.4 If the emplo}nnent of the Conshuction Manager or Architect is terminated, the Owner shall employ a successor consh•uction manager or architect as to whom the Contractor has no reasonable objection and whose status under the Conh•act Documents shall be that of the Consh•uction Manager or Architect, respectively. § 4.2 Administration of the Contract § 4.2.1 The Consh•uction Manager and Architect will provide administration of the Contract as described in the Conhact Documents and will be the Owner's representatives during construction until the date the Architect issues the final Certificate for Payment The Consh•uction Manager and Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2,2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Worlc, 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 Work. On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Worlc completed, and report to the Owner and Consh•uction Manager (1) known deviations fi•om the Contract Documents and fi•om the most recent Project schedule prepared by the Construction Manager, and (2) defects and deficiencies observed in the Work. § 4.2.3 The Consh•uction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed, The Consri•uction Manager will deternine in general if the Work observed is being performed in accordance with the Contract Documents, grill keep the Owner reasonably informed of the progress of the Work, and will report to the Owner and Architect (1) known deviations fi•om the Contract Documents and the most recent Project schedule, and (2) defects and deficiencies observed in the Work. § 4.2.4 The Consh•uction Manager will schedule and coordinate the activities of the Conh•actor and other Multiple Prime Conh•actors in accordance with the latest approved Project schedule. § 4.2.5 The Consh•uction Manager, except to the extent required by Section 4.2.4, and Architect will not have conhol over, or charge of, consh•uction means, methods, techniques, sequences or procedm•es, or for the safety precautions and programs in connection with the Work, since these are solely the Conri•actor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1, and neither will be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Conhact Documents. Neither the Conshuction Manager nor the Archtect will have control over or charge of or be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of arty other persons or entities performing portions of the Work. § 4.2.6 Communications Facilitating Contract Administration. Except as otherwise provided in the Conh•act Documents or when direct conmiunications have been specially authorized, the Owner and Conhactor shall endeavor to communicate with each other through the Construction Manager, and shall contemporaneously provide the same counnunications to the Architect about matters arising out of or relafing to the Conri•act Documents. Communications by and with the Arclitect's consultants shall be through the Architect. Communications by and with Subconh•actors and material suppliers shall be tlm•ough the Contractor. Communications by and with other Multiple Prime Contractors shall be through the Consh•uction Manager and shall be contemporaneously provided to the Architect if those communications are about matters arising out of or related to the Conhact Documents. Comm~unications by and with the Owner's o~~m forces shall be through the Owner. AIA Document A232T"' - 2009 (formerly A201 T~^CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/1412014, and is not for resale. User Notes: (1481140079) 20 § 4.2.7 The Constuction Manager and Architect will review and certify all Applications for Payment by the Contractor, in accordance with the provisions of Article 9. § 4.2.8 The Architect and Constuction Manager have authority to reject Work that does not conform to the Contact Documents and will notify each other about the rejection. The Constuction Manager shall determine in general whether the Work of the Contactor is being performed in accordance with the requirements of the Contact Documents and notify the Owner, Contractor and Architect of defects and deficiencies in the Work. Whenever the Construction Manager considers it necessary or advisable, the Construction Manager will have authority to require additional inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, upon written authorization of the Owner, whether or not such Work is fabricated, installed or completed. The foregoing authority of the Construction Manager will be subject to the provisions of Sections 4.2.18 tlu•ough 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. However, neithet• the Architect's nor the Construction Manager's authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Constuction Manager to the Contactor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing any of the Work. § 4.2,9 The Constuction Manager will receive and promptly review for conformance with the submittal requirements of the Conh•act Documents, all submittals fi•om the Contactor such as Shop Drawings, Product Data and Samples. Where there are Multiple Prime Contractors, the Constuction Manager will also check and coordinate the information contained within each submittal received fi•om Contractor and other Multiple Prime Contractors, and tansmit to the Architect those reconunended for approval. By submitting Shop Drawings, Product Data, Samples and similar submittals, the Coush•uc6on Manager represents to the Owner and Architect that the Constucfion Manager has reviewed and recommended them for approval. The Construction Manager's actions will be taken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect. § 4.2.10 The Architect will review and approve or take other appropriate action upon the Contactor's 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 in accordance with the submittal schedule approved by the Architect or, in the absence of au approved submittal schedule, with reasonable promptness while allowing sufficient tune in the Architect's professional judgment to permit adequate review. Upon the Architect's completed review, the Architect shall transmit its subnuttal review to the Constuction Manager. § 4.2.11 Review of the Contractor's submittals by the Construction Manager and Architect is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instuctions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Constuction Manager and P,rcl>itect's review of the Contractor's submittals shall not relieve the Contactor of the obligations under Sections 3.3, 3.5 and 3.12. The Construction Manager and Ar•clutect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Construction Manager and Architect, of any constvction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.12 The Constuction Manager will prepare Change Orders and Constuction Change Directives. § 4.2.13 The Constuction Manager and the Architect will take appropriate action on Change Orders or Constuction Change Directives in accordance with Article 7. and the Architect will have authority to order nunor changes in the Work as provided nr Section 7.4. The Architect, in consultation with the Constuction Manager, will investigate and make determinations andreconnrendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.14 Utilizing the documents provided by the Contactor, the Constuction Manager will maintain at the site for the Owner one copy of all Contact Documents, approved Shop Drawings, Product Data, Samples and similar AIA Document A232T^' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 21 This document was produced byAlA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) required submittals, in good order and marked currently to record all changes and selections made during consh•uction. These will be available to the Architect and the Contractor, and will be delivered to the Owner upon conpletion of the Project. § 4.2.15 The Consh•uction Manager will assist the Architect in conducting inspections to determine the dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect pursuant to Section 9.8; and receive and forward to the Owner written warranties and related documents required by the Conh•act and assembled by the Conh•actor pursuant to Section 9.10. The Construction Manager will forward to the Architect a final Application and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Conh•actor's compliance with the requirements of the Conh•act Documents. § 4.2.16 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Conh•act Documents. § 4.2.17 The Architect mill interpret and decide matters concerning performance under, and requirements of the Contract Documents on written request of the Construction Manager, Owner or Conhactor through the Construction Manager. The Architect's response to such requests will be made in writing within any time linnits agreed upon or otherwise with reasonable promptness. § 4.2.18 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable fi•om the Conh•act Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Conh•actor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered iii good faith. § 4.2,19 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Conh•act Documents. § 4.2.20 The Consh•uction Manager will receive and review requests for information fi•onn the Contractor, and forward each request for information to the Architect, with the Consh•uction Manager's recommendation. The Architect will review and respond in writing to the Consh•uction Manager to requests for information about the Conhact Documents. The Conshuction Manager's recommendation and the Architect's response to each request will be made in writing within arty time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subconhactor is a person or entity who has a direct conh•act with the Conh•actor to perform a portion of the Work at the site. The ter-rn "Subconh•actor" is referred to throughout the Conh•act Documents as if singular in number and nneans a Subcontractor or an authorized representative of the Subconh•actor. The term "Subcontractor" does not include other Multiple Prirne Conh•actors or subcontractors of other Multiple Prime Contractors. § 5.1.2 ASub-subconh•actor is a person or entity who has a direct or indirect conhact with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subconhactor" is referred to throughout the Conhact Documents as if singular in number and means aSub-subcontactor 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 stated 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 Consh•uction Manager for review by the Owner, Consh•uction Manager and 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 Consh•uction Manager nnay reply within 14 days to the Contractor in writing stating (1) whether the Owner, dne Consh•uction Manager or the Architect has reasonable objection to any such proposed person or entity or, (2) that the AIA Document A232T"' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 22 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Constuction Manager, Arclvtect or Owner requires additional time for review. Failure of the Construction Manager, Owner, or Arclvtect to reply witl>;n the 14-day period shall consritute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, Constt•ucdon Manager or Architect has made reasonable and timely objection. The Contractor shall not be required to contact with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner, Construction Manager or Architect has reasonable objection to a person or entity proposed by the Contactor, the Contractor shall propose another to whom the Owner, Conshuction Manager or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Conhact Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contact Time shall be allowed for such change ut>less the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contactor shall not substitute a Subconh•actor, person or entity previously selected if the Owner, Conshuction Manager or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate agreement, written where legally required for validity, the Contactor shall require each Subcontactor, 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 Contactor all the obligations and responsibilities, including responsibility for safety of the Subcontactor's Work, which the Contactor, by these Documents, assumes toward the Owner, Constuction Manager and Architect. Each subcontact agreement shall preserve and protect the rights of the Owner, Constuction Manager and Architect under the Contact Documents with respect to the Work to be performed by the Subcontactor so that subcontacting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontact agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contact Documents, has against the Owner. Where appropriate, the Contactor shall require each Subcontractor to enter into similar agreements with Sub- subconh-actors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontact agreement, copies of the Contact Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subconh•actor telnis and conditions of the proposed subcontract agreement that maybe at variance with the Contact Documents. Subcontactors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontactors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contactor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontact agreements that the Owner accepts by notifying the Subcontactor and Contactor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contact. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontact to a successor Contactor or other entity. If the O~~mer assigns the subcontract to a successor Contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor Contractor's obligations under the subcontact, AIA Document A232T^~ - 2009 (formerly A201 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 23 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) ARTICLE 6 CONSTRUCTION 6Y OWNER OR 6Y OTHER CONTRACTORS § 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts § 6.1.1 The Owner reserves the right to perform conshuction or operations related to the Project with the Owner's own forces, which include persons or entities under separate conh•acts not administered by the Construction Manager, and to award other conh•acts in connection with other portions of the Project or other consh•ucfion 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 Conh•actor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When the Owner performs construction or operations with the Owner's o~n~ forces including persons or entities under separate contracts not administered by the Consh•uction Manager, the Owner shall provide for coordination of such forces with the Work of the Conhactor, who shall cooperate with them. § 6.1.3 Unless otherwise provided in the Contract Documents, when the Owner performs consh•uction or operations related to the Project with the Owner's own forces, the O~~mer shall be deemed to be subject to the same obligations and to have the same rights that apply to the Conhactor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Al•ticle 6, and Articles 10, 11 and 12. § 6.2 Mutual Responsibility § 6.2.1 The Conh•actor shall afford the Owner's own forces, Construction Manager and other Multiple Prime Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Couh•actor's Work depends for proper execution or results upon construction or operations by the Owner's own forces or other Multiple Prime Conhactors, the Conhactor shall, prior to proceeding with that portion of the Work, promptly report to the Construction Manager and 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 own forces or other Multiple Prime Conhractors' completed or partially completed construction is fit and proper to receive the Conh•actor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Conh•actor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a separate contractor or to other Multiple Prime Conh•actors because of the Conh•actor's delays, improperly timed activities or defective construction, The O~~mer shall be responsible to the Contractor for costs the Conh•actor incurs because of delays, improperly timed activities, damage to the Work or defective consh•uction by the Owner's own forces or other Multiple Prime Contractors. § 6.2.4 The Contractor shall promptly remedy damage the Conh•actor wrongfully causes to completed or partially completed construction or to property of the Owner, separate conh•actors, or other Multiple Prime Conh•actors as provided in Section 10.2.5. § 6.2,5 The Owner and other Multiple Prime Conh•actors shall have the same responsibilities for cutting and patching as are described for the Conh•actor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, other Multiple Prime Contractors and the Owner as to the responsibility under their respective conh•acts for maintaining the premises and surrounding area fi•ee fi•om waste materials and rubbish, the Owner may clean up and the Consttuction Manager, with notice to the Architect, will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work maybe accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Conh•act Documents. AIA Document A232T1" - 2009 (formerly A201 T°"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 24 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manages, Architect and Conhactor; a Construction Change Directive requires agreement by the Owner, Construction Manager and Architect and may or may not be agreed to by the Contractor; au order for a minor change in the Work may be 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, m>>ess otherwise provided iii the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 Change Orders A Change Order is a written insh•ument prepared by the Construction Manager and signed by the Owner, Consh•uction Manager, Architect and Contractor, stating their agreement upon all of the following: .1 The change in the Work; ,2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contr-act Time. § 7.3 Construction Change Directives § 7.3.1 A Consh•uction Change Directive is a written order prepared by the Consh•uction Manager and signed by the Owner, Consh•uction Manager and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Conhact Sum or Contract Time, or body. 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 Conri•act Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lmnp sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; ,3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.7. § 7.3.4 If unit prices are stated in the Conri•act Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Conhactor, the applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Construction Manager and 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 Conh•act Sum or Conhact Time. § 7.3.6 A Conshuction Change Directive signed by the Contractor indicates the Conh•actor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective inmiediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Conhact Sum, the Construction Manager shall determine the method and the adjustment 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 Conh•act Smu, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Consh•uction Manager may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Conh•act Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: AIA Document A232T'^ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 25 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) .1 Costs of labor, including social security, old age and unemployment insurance, fiinge benefits required by agreement or custom, and workers compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented fi•om the Contractor or others; .4 Costs of prenuwns for all bonds and insurance, peanut fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly athibutable to the change, § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Conh•act Sum shall be actual net cost as confirmed by the Constuction Manager and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Conshuction Manager and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Construction Manager and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Conhact 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 15. § 7.3.10 When the Owner and Conh•actor agree with a determination made by the Construction Manager and Architect concerning the adjustments in the Conh•act Sum and Conh•act Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Construction Manager shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect has authority to order minor changes in the Work not involving adjustment in the Conh•act Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order issued through the Construction Manager and shall be binding on the Owner and Contractor. 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 Conhact Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The tern "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contact. By executing the Agreement the Conh•actor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Conhactor shall notlcnowingly, except by agreement or inshuction of the Owner in wrifing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Conh•actor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. Init. AIA Document A232T'^ - 2009 (formerly A201 T^'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 26 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner, Owner's own forces, Construction Manager, Architect, any of the other Multiple Prime Contractors or an employee of any of them, 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 contol; or by delay authorized by the Owner pending mediation and arbitration, or by other causes that the Architect, based on the recommendation of the Construction Manager, determines may justify delay, then the Contract Tirne shall be extended by Change Order for such reasonable tune as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contact Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum The Contact Sum is stated in the Agreement and, including autho~7zed adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contact Documents. § 9.2 Schedule of Values Where the Contract is based on a Stipulated Sum or Guaranteed Maximum Price, the Contactor shall submit to the Construction Manager, before the first Application for Payment, a schedule of values allocating the entire Contact Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Construction Manager and Architect may require. This schedule, unless objected to by the Constuction Manager or Architect, shall be used as a basis for reviewing the Contactor's Applications for Payment. In the event there is one Contractor, the Consri•uction Manager shall forward to the Architect the Contractor's schedule of values, If there are Multiple Prime Contractors responsible for performing different portions of the Project, the Constuction Manager shall forward the Multiple Prime Contractors' schedules of values only if requested by the Architect. § 9.3 Applications for Payment § 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Construction Manager an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contactor's right to payment as the Owner, Consriuction Manager or Architect may require, such as copies of requisitions fi•om Subcontactors and material suppliers, and shall reflect retainage if provided for in the Contact Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Construction Manager and Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others whom the Contactor intends to pay. § 9.3.2 Unless otherwise provided in the Contact Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contactor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and ri•ansportation 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 will pass to the Owner no later than the time of payment. The Contactor further warrants that upon submittal of an Application for Init. AIA Document A232T'^ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 27 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be fi•ee and clear of liens, claims, security interests or encumbrances in favor of the Contactor, Subcontactors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 Where there is only one Contactor, the Construction Manager will, within seven days after the Constuction Manager's receipt of the Contractor's Application for Payment, review the Application, certify the amount the Constuction Manager detern>jnes is due the Contractor, and forward the Contractor's Application and Certificate for Payment to the Architect, Within seven days after the Architect receives the Contractor's Application for Payment from the Constuction Manager, the Architect will either issue to the Owner a Certificate for Payment, with a copy to the Conshuction Manager, for such amount as the Architect deternines is properly due, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5. L The Construction Manager will promptly forward to the Contractor the Architect's notice of withholding certification. § 9.4.2 Where there are Multiple Prime Contractors performing portions of the Project, the Construction Manager will, within seven days after the Construction Manager receives the Multiple Prime Contactors' Applications for Payment: (1) review the Applications and certify the amount the Conshuction Manager determines is due each of the Multiple Prime Contractors; (2) prepare a Sunnnaiy of Contractors' Applications for Payment by combining information fi•om each Multiple Prime Contactors' application with information from similar applications for progress payments fi•om other Multiple Prime Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Conshuction Manager determines is due all Multiple Prime Contractors; and (5) forward the Smntnaty of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Architect. § 9.4.3 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and the Summary of Contactors' Applications for Payment fiom the Construction Manager, the Architect will either issue to the Owner a Project Certificate for Payment, with a copy to the Constuction Manager, for such amount as the Architect determines is properly due, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Construction Manager will promptly forward the Architect's notice of withholding certification to the Contractors. § 9.4.4 The Constuction Manager's certification of an Application for Pa}nnent or, in the case of Multiple Prime Contactors, a Project Application and Certificate for Payment shall be based upon the Construction Manager's evaluation of the Work and the information provided as pat•t of the Application for Payment. The Conshuction Manager's certification will constitute a representation that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Conhact Documents. The certification will also constitute a recommendafion to the Architect and Owner that the Contractor be paid the amount certified. § 9.4.5 The Architect's issuance of a Certificate for Payment or hi the case of Multiple Prime Conh•actors, Project Application and Certificate for Payiuent, shall be based upon the Architect's evaluation of the Work, the recommendation of the Constuction Manager, and information provided as part of the Application for Payment or Project Application for Payment. The Architect's certification will constihrte a representation that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, that the quality of the Work is in accordance with the Contract Documents, and that the Contactor is entitled to pa}nnent in the amount certified. § 9.4.6 The representations made pursuant to Sections 9.4.4 and 9.4.5 are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fi•om the Conhact Documents prior to completion and to specific qualifications expressed by the Construction Manager or Architect. § 9.4.7 The issuance of a separate Certificate for Payment or a Project Certificate for Payment will not be a representation that the Construction Manager or Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed the Contactor's consh•uction means, methods, techniques, AIA Document A232T~~ - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 28 sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) made exan>;nation to ascertain how or for what purpose the Contactor has used money previously paid on account of the Contact Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Construction Manager or Architect may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if n1 the Constuction Manager's or Architect's opinion the representations to the Owner required by Section 9.4.4 and 9.4.5 cannot be made. If the Constuction Manager or Architect is unable to certify payment in the amount of the Application, the Construction Manager will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.3. If the Contractor, Construction Manager and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Conshuction Manager or Architect may also withhold a Certificate for Pa}nnent or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as may be necessary i11 the Construction Manager's or Architect's opinion to protect the Owner fi•om loss for wl>ich the Contactor is responsible, including loss resulting fi•om the acts and omissions described in Section 3.3.2 because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicatingprobable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contactor to make payments properly to Subcontactors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contact Sum; .5 damage to the Owner or a separate contactor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contact Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect or Conshuction Manager withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Constuction Manager and both will reflect such payment on the next Certificate for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall make payment in the manner and within the time pro~nded in the Contract Documents, and shall so notify the Constuction Manager and Architect. § 9.6.2 The Contactor shall pay each Subcontractor, no later than seven days after receipt of payment fi•om the Owner the amount to which the Subconh•actor is entitled, reflecting percentages actually retained fi•om payments to the Contactor on account of the Subcontactor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontactor to make payments to Sub-Subcontactors in a similar manner. § 9.6.3 The Conshuction Manager will, on request, furnish to a Subcontactor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Owner, Construction Manager and Architect on account of portions of the Work done by such Subcontactor. § 9.6.4 The Owner has the right to request written evidence from the Contactor that the Contactor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contactor for subcontracted Work. If the Contactor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner, Constuction Manager nor AIA Document A232T^' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01!2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 29 Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required bylaw. § 9.6.5 Contractor payments to material and equipment suppliers shall be heated in a manner similar to that provided in Sections 9.6.2, 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 Conhact Documents. § 9.6.7 Unless the Conhactor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Conhactor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Conhactor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Conhactor for breach of bust or shall entitle any person or entity to an award of punitive damages against the Conhactor for breach of the requirements of this provision. § 9.7 Failure of Payment If the Consh•uction Manager and Architect do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contractor, within fourteen days after the Consh•uction Manager's receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Construction Manager and Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' written notice to the O~u~ier, Conshuction Manager and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Conhact Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Conhact Documents so the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Conhactor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Conhactor shall notify the Consh•uction Manager, and the Contractor and Consh action Manager shall jointly prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failm•e to include an item on such list does not alter the responsibility of the Conhactor to complete all Work in accordance with the Conhact Documents. § 9.8.3 Upon receipt of the list, the Architect, assisted by the Construction Manager, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the P,t•chitect's inspection discloses airy iteu~, whether or not included on the list, which is not sufficiently complete in accordance with the requirements of the Contract Documents so that the Owner can occupy or utilize the Worlc 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, assisted by the Conshuction Manager, to detetnline Substantial Completion. § 9,8.4 When the Architect, assisted by the Conshuction Manager, determines that the Work or designated portion thereof is substantially complete, the Conshuction Manager will prepare, and the Construction Manager and Architect shall execute a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Conhactor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Conhactor shall finish all items on the list accompanying the Certificate. Warranties required by the Conhact Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 30 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Worlc or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreemen with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may continence 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 any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of wan•anties required by the Conh•act Documents. When the Contractor considers a portion substantially complete, the Conhactor and Conshuction Manager shall jointly prepare and subnut a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably ~>,~ithheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect after consultation with the Construction Manager. § 9.9.2 hmuediately prior to such partial occupancy or use, the Owner, Conshuction Manager, Conhactor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, pat•tial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon completion of the Work, the Conhactor shall forwarc( to the Conshuction Manager a written notice that the Work is ready for final inspection and acceptance and shall also forward to the Conshuction Manager a final Contractor's Application for Payment. Upon receipt, the Conshuction Manager will evaluate the completion of Work of the Contractor and then forward the notice and Application, with the Conshuction Manager's recommendations, to the Architect who will promptly make such inspection. When the Architect, finds the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager and Architect will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of thew on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Conhact Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Conshuction Manager's and Architect's final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfi 11 ed. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect through the Construction Manager (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Conhact Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Conhactor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as maybe designated by the Owner. If a Subconhactor 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 Conhactor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Init. AIA Document A232TM - 2009 (formerly A201 T'"CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 31 ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 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 Construction Manager and Architect so confirm, the Owner shall, upon application by the Contractor and certification by the Consri•uction Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Conhractor to the Architect tln•ough the Consriuction Manager prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising fi•om .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Conri•act Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subconri•actor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the fime of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Conriact. The Contractor shall submit the Contractor's safety program to the Construction Manager for review and coordination with the safety programs of other Contractors. The Construction Manager's responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Conri•actors, Subcontractors, agents or employees of the Contractors or Subconri•actors, or any other persons performing portions of the Work and not directly employed by the Consriuction Manager. § 10.2 Safety of Persons and Property § 10.2.1 The Conhactor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or conri•ol of the Contractor or the Conri•actor's Subcontractors or Sub- subcontractors; .3 other property at the site or adjacent thereto, such as ri•ees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction; and .4 conshuction or operations by the Owner or other Contractors, § 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations and lawful orders of public authorities bearing on safety of persons or property or their protection fi•om damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Conriactor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Conhact Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2,1.4 caused in whole or in part by the Conri•actor, a Subconri•actor, aSub-subconri•actor, or anyone directly or indirectly AIA Document A232T^~ - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 32 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01!14/2014, and is not for resale. User Notes: (1481140079) employed by any of them, or by anyone for whose acts they maybe liable and for which the Contractor is responsible under Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4, except damage or loss athibutable to acts or omissions of the Owner, Consh•uction Manager or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of the Conh•actor. The foregoing obligations of the Contractor are in addition to the Contt•actor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Conhactor's superintendent unless otherwise designated by the Conh•actor in writing to the Owner, Consri•uction Manager and Architect. § 10.2.7 The Conhactor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an actor 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 parry within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Conh•actor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting fi•om a material or substance, including but not limited to, asbestos or polychlorinated biphenyl (PCB),encomitered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner, Construction Manager and Architect in writing. § 10.3,2 Upon receipt of the Conh•actor's written notice, the Owner shall obtain the services of a licensed laboratory to verify a 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 cause it to be rendered harmless. Unless otherwise required by the Conh•act Documents, the Owner shall furnish in wrifing to the Contractor, Consh•uction Manager and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe contaimnent of such material or substance. The Conh•actor, the Consh•uction Manager and the Architect will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Construction Manager or Architect has an objection to a person or entity proposed by the Owner, the Oumer shall propose another to whom the Contractor, the Conshuction Manager and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resumed upon written agreement of the Owner and Contractor. By Change Order, the Conh•act Time shall be extended appropriately and the Conh•act Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Conhactor, Subconh•actors, Construction Manager, Architect, their consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting fi•om 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 Section 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), except to the extent that such damage, loss or expense is not due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Conhact Documents, except to the extent of the Conri•actor's fault or negligence in the use and handling of such materials or substances. AIA Document A232T'^ - 2009 (formerly A201 T"4CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 33 § 10.3.5 The Conh•actor shall indemnify the Owner for the cost and expense the O~~nrer incurs (1) for remediation of a material or substance the Conh•actor brings to the site and negligently handles, or (2) where the Conhactor fails to perform its obligations under Section 10.3,1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3,6 If, without negligence on the part of the Contt•actor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Conh•act Documents, the Owner shall indenmify the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Conh•actor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Conh•actor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Liability Insurance § 11.1.1 The Conh•actor shall purchase fiom and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Conh•actor fiom claims set forth below which may arise out of or result fiom the Contractor's operations and completed operations under the Conh•act and for which the Conh•actor maybe legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of theta, or by anyone for whose acts any of them may be liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 Claims for damages because of bodily injury, occupational siclaress or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Conh•actor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or desh•uction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; and .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving conh•actual liability insurance applicable to the Conhactor's obligations under Section 3.18. § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required bylaw, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption fiom the date of comm~encement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment and, ~~rith respect to the Conhactor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.3 Certificates of insurance acceptable to the Owner shall be submitted to the Conshuction Manager for h•ansmittal to the Owner with a copy to the ?.rclutect prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2, hrformation concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Conhactor shall cause the conmlercial liability coverage required by the Contract Documents to include (1) the Conshuction Manager, the Consh•uction Manager's consultants, the Owner, the Arcl>jtect, and the Architect's Init. AIA Document A232T~~ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09;02:47 on 0 2/0112 0 1 3 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 34 consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contactor's operations; and (2) the Owner as au additional insured for claims caused in whole or in part by the Contactor's negligent acts or omissions during the Contractor's completed operations. § 11.2 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 Property Insurance § 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction u1 which the Project is located, property insurance written on a builder's risk "all risk" or equivalent policy form in the amount of the inifial Contract Sum, plus value of subsequent Contact modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contactor, Subcontactors and Sub- subcontactors in the Project. § 11,3.1.1 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 requirements, and shall cover reasonable compensation for the Architect's, Contactors, and Constuction Manager's services and expenses required as a result of such insured loss. § 11.3.1.2 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 Contactor ni writing prior to cormnencement of the Worlc. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub-subcontactors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly ath•ibutable thereto. § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in tansit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insw•ance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contactor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or bylaw, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Construction Manager, Contactor, Subcontractors and Sub-subcontactors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contactor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. AIA Document A232T~^ - 2009 (formerly A201 Th9CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14!2014, and is not for resale. User Notes: (1481140079) 35 § 11.3.4 If the Conri•actor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insw•ance, and the cost thereof shall be charged to the Conri•actor by appropriate Change Order. § 11.3.5 If during the Project construction period the Owner insures properties, real or personal or both, adjoining or adjacent to the site by property insurance under policies separate fi•om 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 constuction period, the Omer shall waive all rights in accordance with the terms of Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 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 Section 11.3. 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 30 days' prior written notice has been given to the Contractor. § 11.3.7 Waivers of Subrogation. The Owner and Contactor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees each of the other, and (2) the Consriuction Manager, Architect, Architect's consultants, separate conri•actors described in Article 6, if any, and any of their subcontactors, sub-subconri•actors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to' this Section 11.3 or other property insurance applicable to the Work, except such rights as the Owner and Contactor may have to the proceeds of such insurance held by the Owner as fiduciary. The Owner or Contactor, as appropriate, shall require of the Constuction Manager, Construction Manager's consultants, Architect, ArcMtect's consultants, Owner's separate conri'actors described in Article 6, if any, and the subcontactors, sub-subcontactors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, sinvlar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indenmification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § 11.3.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contactor, and by appropriate agreements, written where legally required for validity, shall require Subconh•actors to make payments to their Sub-subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and ur>less the Owner terminates the Conri-act for convenience, replacement of damaged property shall be performed by the Contactor after notification of a Change in the Work iii accordance with Article 7. § 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties. in interest shall object in wrifing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contactor have selected arbihation as the method of binding dispute resolution, the O~~nrer as fiduciary shall make settlement with insurers or distibution of insurance proceeds in accordance with the direction of the arbiri•ators. AIA Document A232T"' - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01!2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 36 § 11.4 Performance Bond and Payment Bond § 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Conhact 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. § 11.4,2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Conri•act, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Construction Manager's or ?.rchitect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their observation 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 Construction Manager or Architect has not specifically requested to observe prior to its being covered, the Consri•uction Manager or 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, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or one of the other Conh•actors in which event the Owner shall be responsible for payment of such costs. § 12.2 Correction of Work § 12.2.1 Before or After Substantial Completion The Contractor shall promptly correct Work rejected by the Construction Manager or Architect or failing to conform to the requirements of the Conri•act Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed, Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Consri•uction Manager's and Architect's services and expenses made necessaly 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 Section 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 Section 9.9.1, or by terms of an applicable special warranty required by the Conri•act Documents, any of the Work is found to be not in accordance with the requirements of the Conri•act Documents, the Contractor shall correct it promptly after receipt of written notice fi•on1 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 Conh•actor and give the Conhactor an opportunity to make the correction, the Omer waives the rights to require correction by the Contractor and to make a claim for breach of warranty, If the Conri•actor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice fiom the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.2,2 The one-year period shall. be extended with respect to portions of Work first performed after Substantial Completion by the period of time beriveen Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pwsuant to this Section 12.2. § 12.2.3 The Conri•actor shall remove fi•om the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors or other Multiple Prime Conhactors caused by the AIA Document A232T"~ - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 37 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Contractor's correction or removal of Work that is not in accordance with the requirements of the Conh•act Documents. § 12.2.5 Nothing contauied in this Section 12.2 shall be conshued to establish a period of limitation with respect to other obligations the Conh•actor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Conh•actor to correct the Work, and has no relationship to the time within which the obligation to comply with the Conh•act Documents may be sought to be enforced, nor to the time within which proceedings maybe conmienced to establish the Couhactor's liability with respect to the Conhactor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Conh•act Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbihation Act shall govern Section 15.4. § 13.2 Successors and Assigns § 13.2.1 The Owner and Conh•actor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Conh•act Documents. Except as provided in Section 13.2.2, neither party to the Conh•act shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assigmnent without such consent, that party shall nevertheless remain legally responsible for all obligations under the Conh•act. § 13.2.2 The Owner may, without consent of the Contractor, assign the Conhact to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Conh•act Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to 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 or by courier service providing proof of delivery to, the last business address known to the parry 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 bylaw. § 13.4.2 No action or failure to act by the Owner, Consh•uction Manager, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as maybe specifically agreed in writing. § 13.5 Tests and Inspections § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an nldependent 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 Conhactor shall give the Construction Manager and Architect timely notice of ~rhen and where tests and inspections are to be made so that the Conshuction Manager and Architect maybe present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 38 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner fi•om delegating their cost to the Conh•actor. § 13,5.2 If the Construction Manager, Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Construction Manager and Architect will, upon written authorization fi•om the Owner, instuct the Contactor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the O~~mer, and the Contractor shall give timely notice to the Construction Manager and Architect of when and whet•e tests and inspections are to be made so that the Constuction Manager and Architect may be present for such procedures. Such costs except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Constuction Manager's and Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Constuction Manager for transmittal to the Architect. § 13.5.5 If the Construction Manager or Architect is to observe tests, inspections or approvals required by the Contract Documents, the Constuction Manager or Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contact Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 Interest Payments due and unpaid under the Contact Documents shall bear interest fi•otn 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 Time Limits on Claims The Owner and the Contractor shall cormnence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contact in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and the Contactor waive all claims and causes of action not commenced in accordance with this Section 13,7, ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contact if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contactor or a Subcontractor, Sub-subcontactor or their agents or employees or any other persons or entities performing portions of the Work under dn-ect or indirect contact with the Contactor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 ?.n act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Construction Manager has not certified or the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contact Documents; or ,4 The Owner has failed to fur7rish to the Contactor promptly, upon the Contactor's request, reasonable evidence as required by Section 2.2.1. AIA Document A232T"~ - 2009 (formerly A201 T~nCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 39 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Conriactor or a Subconh•actor, Sub-subconh•actor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract ~~~ith the Conh•actor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 cous6tute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner, Construction Manager and Architect, terminate the Conhact and recover fi•om the Owner payment for Work executed including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Conh•actor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Conhactor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Conh•act Documents with respect to matters important to the progress of the Worlc, the Conh•actor may, upon seven additional days' written notice to the Owner, Construction Manager and Architect, terminate the Conh•act and recover fi•om the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Conhact if the Conh•actor .1 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 accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, after consultation with the Consh•uction Manager, and upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Conh•actor and the Conh•actor's surety, if any, seven days' written notice, terminate employment of the Conh•actor and may, subject to any prior rights of the surety: .1 Exclude the Conh•actor fi•om the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assigmnent of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Conh•actor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Conh•act for one of the reasons stated in Section 14.2.1, the Conh•actor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Conshuction Manager's and 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 Conh•actor shall pay the difference to the Owner. The amount to be paid to the Conh•actor or Owner, as the case may be, shall, upon application, be certified by the Initial Decision Maker after consultation with the Construction Manager, and this obligation for payment shall survive termination of the Conhact. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Conh•actor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and the Conh•act Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Conh•act Sum shall include profit. No adjustment shall be made to the extent: AIA Document A232T"' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 40 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Conh•actor is responsible; or .2 that an equitable adjustment is made or denied under another provision of this Conttact. § 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 fi•om the Owner of such ternnation for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Worlt directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcolltf•acts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Conh•actor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Couhact. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract The responsibility to substantiate Claims shall rest with the party malting the Claim. § 15.1,2 Notice of Claims, Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Consh•uction Manager and Architect, if the Consn•uction Manager and or Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract.and the Owner shall continue to make payments in accordance with the Cont1act Documents. The Conshuction Manager will prepare Change Orders and the Architect will issue a Certificate for Payment or Project Certificate for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1.4 Claims for Additional Cost If the Conh•actor wishes to make a Claim for an increase in the Conttact Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.3. § 15.1.5 Claims for Additional Time § 15.1.5.1 If the Conttactor wishes to make a Claim for an increase in the Conh•act Time, written notice as provided herein shall be given. The Conh•actor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. hl the case of a continuing delay only one Claim is necessary. § 15,1.5.2 If adverse weather conditions are the basis for a Claim for additional dine, 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 consh•uction. § 15.1.6 Claims for Consequential Damages. The Conh•actor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and AIA Document A232T^~ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. - 41 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) .2 damages incurred by the Contactor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly fi•om the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination >11 accordance with Article 14. Notl>;ng contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contact Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those arishig under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision, The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the hlitial Decision Maker and all affected parties agree, the hutial Decision Maker will not decide disputes between the Contactor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data fi•om the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 hi evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information fi•om either party or fi•om persons with special knowledge or expertise who may assist the h~itial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the hlitial Decision Maker 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 (1) provide a response on the requested supporting data, (2) advise the hnitial Decision Maker when the response or supporting data will be furnished or (3) advise the h>itial Decision Maker thariio supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an it>itial decision approving or rejecting the Claim, or indicating that the 11>itial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect and Construction Manager, if the Architect or Construction Manager is not serving as the Initial Decision Maker, of airy change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party tray file for mediation of an initial decision at any tithe, subject to the teams of Section 15.2.6.1. § 15.2.6.1 Either parry may, within 30 days fi•om the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pw•sue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 hi the event of a Claim against the Contractor, the Otvner may, but is not obligated to, notify the surety, if any of the nature and amount of the Claim. If the Claim relates to a possibility of a Contactor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the cont•oversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. Init. AIA Document A232T^~ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02(01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 42 § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Conhact except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the Amer7can Arbit•ation Association h1 accordance with its Const•uction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other parry to the Contact, and filed with the person or entity admilistering the mediation. The request maybe made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, miles the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Const•uction Indust•y Arbih•ation Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contact; and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then lulown to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a «nitten demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitator or arbitrators shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof, § 15.4.3 The foregoing agreement to arbitate and other agreements to arbitate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Either party, at its sole discretion, tray consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governnlg the other arbitration permits consolidation, (2) the arbit•ations to be consolidated substantially involve conmion questions of law or fact, and (3) the arbih•ations employ materially similar procedm•al rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or enfities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded iu arbitrafion, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of airy claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Contractor under this Agreement. AIA Document A232T^" - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. .~ 43 This document was produced by AIA software at 09:0'L:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) iti®ns and elti®ns ep®rf f®r AIA Document C 132T ~ - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:35:50 on 02/05/2013. PAGE1 AGREEMENT made as of the 1st day of February in the year 2013 City of Meridian 33 E. Broadway Meridian, ID 83642 Beniton Conshuction P.O. Box 838 Meridian, ID 83680 Adminishation Building Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 PAGE 2 2013 -2017 CIP WWTP Proiects New 3-story, 8,000 sduare foot building on the water treatment campus Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) 2/1/2013 Additions and Deletions Report for AIA Document C132Th1 - 2009 (formerly 8801 Th1CMa -1992). Copyright ©1973. 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) 6/ 1 /2013 PAGES 6/ 1 /2014 Competitive bid with multiple p17me contracts. Multiple bid packages to be developed LEED Desitm Consideration David Allison, Project Manager Citv of Meridian 33 E. Broadway Meridian. ID 83642 Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 Construction Mana;;er Johnson Architects Johnson Architects PAGE 4 Bryce Parker, Project Manager Beniton Consh•uction P.O. Box 838 Meridian, ID 83680 Superintendent and Project En ineer Additions and Deletions Report for AIA Document C132T~^ - 2009 (formerly 6801 Tr^CMa -1992). Copyright ©1973. 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AlAfsoftware at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) Beniton Construction None None None PAGE 5 § 2.6.1 Comprehensive General Liability with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than Two Million and No/100 Dollars ($ 2 000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy linut of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. PAGE 11 § 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T~r-2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissioning (B211TM-2007) Owner § 4.1.5 LEED`S' certification (B214TAr-2007 Owner § 4.1.6 Furniture, furnishings, and equipment design (B253T"'-2007) Owner PAGE 12 None § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen (17) months of the date of this Agreement, through no fault of the Consh•uction Manager, extension of the Construction Manager's services beyond that time shall be compensated as Additional Services. PAGE 16 Additions and Deletions Report for AIA Document C132T'" - 2009 (formerly 8801T'"CMa -1992). Copyright ©1973. 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 3 This document was produced by NIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) PAGE 10 Sixty Four Thousand Four Hundred Seventy Five and No/100 Dollars ($64,475,00). Five monthlypayments of Twelve Thousand Eight Hundred Ninety Five and Nol100 Dollars ($12,895.00), starting Februar 2 One Hundred Sixty One Thousand Two Hundred Two and No/100 Dollars ($161,202.00) billed in equal monthly payments throughout consh•uction. Cost of the work plus 8% Cost of the work plus 8% § 11,4 Compensation for Additional Services of the Consttuuction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus six percent (6 %), or as otherwise stated below: N/A PAGE 19 Emaloyee or Category Rate 0.00 Clerical 35.00 Estimator 68.00 Superintendent* $1,900.00 Weekly Accountin>; $65.00 Project Manager $72.00 Consh•uction Manager $98 *Does not include Superintendent's vehicle fuel. § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Consh•uction Manager and the Construction Manager's consultants directly related to the grejee~-Proiect and are estimated not to exceed $272,890.00 and are, as follows: § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Conshuction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimmn payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid sixty (60 Additions and Deletions Report for AIA Document C132T~^ -2009 (formerly B801TM"CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 4 expires on 01/14/2014, and is not for resale. User Notes: This document was produced by AIA software at 16:35:50 on 0 210 5/20 1 3 under Order No.1005957857_1 which (1164725605) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing fi•om time to tune at the principal place of business of the Construction Manager. Zero percent 0 PP,GE 20 § 12.1 Funding § 12.1.1 The Consh•uction Manager shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $498,567.00. Compensation is scheduled to be paid fi•om two fiscal years, $64,479.00 in FYl3 (10/1/12 -9/30/13) and $434,088.00 in FY14 (10/1/13 - 9/30/14). Therefore continuation of the pro'ecl t beyond 9/30/13 and the current budget amount of $64,479.00 is subiect to City Council approval of the FY14 bud;;et. If the City Council fails to appropriate funds to continue ~avment beyond $64,479.00, Ci may terminate tl>ss agreement and Consh•uction Manager will relieve City of any further obligation. Consh•uction Manager must NOT incur costs for any work that exceeds $64,479.00 prior to October 1, 2013. It is the Construction Mana>?ers responsibility to adhere to the schedule and the amounts listed above. Not used Not used AIA 232 - 2009 General Conditions Doug Nichols, Vice President Additions and Deletions Report for AIA Document C132TM1~ - 2009 (formerly B801 T'"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. expires on 01/1 4120 1 4, and is not for resale. User Notes: This document was produced by AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which (1164725605) e~tifi~tin f ®ccerrrnt' uthenticity AIA® Document D401 TM - 2003 I, Doug Nichols, hereby certify, to the best of my laiowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:35:50 on 02/05/2013 under Order No. 1005957857_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA' Document C132TM - 2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser, as published by the AIA in its software, other than those additions and deletions sho~~m in the associated Additions and Deletions Report. - - __ (Signed) (Title) (Dated) , AIA Document D401 T"' - 2003. Copyright ©1992 and 2003 by The American Institute of Architects. All rights reserved. This document was produced by 1 AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) iti®ns n leti®n ®rt f®r AIA Document C132TM - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 13:54:21 on 02/01/2013. PAGE1 AGREEMENT made as of the 1st day of Februaty in the year 2013 City of Meridian 33 E. Broadway Meridian. ID 83642 Beniton Conshuction P.O. Box 838 Meridian, ID 83680 Adminishation Buildin>; Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 Johnson ?.t•chitects 36 E. Pine Ave. Meridian, ID 83642 PAGE 2 2013 -2017 CIP WWTP Projects New 3-story 8 000 square foot building on the water h•eatrnent campus Three Million Five Hundred Thousand and No/100 Dollars ($3 500 000 00) 2/1/2013 Aaa+uons antl Deletions Report for AIA Document C132T^+ - 2009 (formerly 8801 T'^CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. ,~,~ This document was produced byAlA software at 13:54:21 on 02/01/2013 under Order No.1005957857 1 which expires on 01/14/2014, and is not for resale. - UserNotes: (1831945272) 6/ 1 /2013 PAGE 3 6/1/2014 Competitive bid with multiple prime conh•acts. Multi le bid packages to be developed LEED Design Consideration David Allison, Project Mana er City of Meridian 33 E. Broadwav Meridian, ID 83642 Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 Construction Manager Johnson Architects Johnson Architects PAGE 4 Bryce Parker, Project Manager Beniton Construction P.O. Box 838 Meridian. ID 83680 Superintendent and Project Engineer Additions and Deletions Report for AIA Document C132T~^ - 2009 (formerly 8801 T""CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 2 This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1831945272) Beniton Conshuction None None None PAGE 5 § 2.6.1 Comprehensive General Liability with policy lin>its of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Conshuction Manager with policy linuts of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1 000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. PAGE 11 § 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T"'-2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissioning (B2llT"' 2007 Owner § 4.1.5 LEED`x' certification (B214T"'-2007 Owner § 4.1.6 Furniture, furnishings, and equipment design (B253T^'-2007) Owner PAGE 12 None § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen (17) months of the date of this Agreement, through no fault of the Construction Manager, extension of the Conshuction Manager's services beyond that time shall be compensated as Additional Services. PAGE 16 Additions and Deletions Report for AIA Document C132TM1~ - 2009 (formerly 8801T~^CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 3 expires on 01/14/2014, and is not for resale. User Notes: This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which (1831945272) [ X ] Othei° (S~eci~~) PAGE 18 Sixty Four Thousand Four Hundred Seventy Five and No/100 Dollars ($64,475.00). Five monthly payments of Twelve Thousand Ei>?ht Hundred Ninety Five and No/100 Dollars ($12,895.00 ,starting Februar, 2 One Hundred Sixty One Thousand Two Hwrdred Two and No/100 Dollars ($161,202.00) billed in equal monthly payments throughout consh•uction. Cost of the work plus 8% Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus six percent (6 %), or as otherwise stated below: N/A PAGE 19 Employee or Category Rate 0.00 Clerical 35.00 Estimator 68.00 Superintendent' $1,900.00 Weekly Accounting $65.00 Proiect Manager 72.00 Construction Manager 98 *Does not include SuUerintendent'syehicle fuel. § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager's consultants directly related to the P~e•{ee~Project and are estimated not to exceed $272,890.00 and are, as follows: § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7.1 An initial payment of zero ($ 0) 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 in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid six (60 Additions and Deletions Report for AIA Document C132TM - 2009 (formerly B801T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 4 This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1831945272) days after the invoice 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 Construction Manager. Zero percent 0 PAGE 20 § 12.1 Funding § 12.1.1 The Consh•uction Manaf?er shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $498,567.00. Compensation is scheduled to be paid fi•om two fiscal years, $142,448.00 in FY13 (10/1/12 - 9/30/13) and $356,119.00 in FY14 (10/1/13 -9/30/14. Therefore continuation of the project beyond 9/30/13 and the current budget amount of $142,448.00 is subject to City Council approval of the FY14 budget. If the City Council fails to appropriate funds to continue ~ayment beyond $142,448.00, City may terminate this agreement and Construction Manager will relieve Cit~y further oblation. Construction Manager must NOT incur costs for any work that exceeds $142,488.00 prior to October 1, 2012. It is the Construction Mana erg s responsibility to adhere to the schedule and the amounts listed above. AIA 232 - 2009 General Conditions •~ Doug Nichols, Vice President Additions and Deletions Report for AIA Document C132T'~ - 2009 (formerly B801 T''~CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 0 111 4/201 4, and is not for resale. User Notes: (1831945272)